Exhibit 3.1

                           CERTIFICATE OF AMENDMENT OF
                    RESTATED CERTIFICATE OF INCORPORATION OF
                          BENTLEY PHARMACEUTICALS, INC.

     Bentley  Pharmaceuticals,  Inc., a corporation organized and existing under
and by virtue of the  General  Corporation  Law of the  State of  Delaware  (the
"Corporation"), does hereby certify:

     FIRST: The name of the Corporation is Bentley Pharmaceuticals, Inc.

     SECOND:  The Certificate of Incorporation of the Corporation was originally
filed with the Secretary of State of the State of Delaware on May 1, 1998.

     THIRD: The Board of Directors of the Corporation, acting in accordance with
the  provisions of Sections 242 of the General  Corporation  Law of the State of
Delaware,  adopted resolutions proposing and declaring advisable and in the best
interests of the Corporation  certain amendments to the Restated  Certificate of
Incorporation of the Corporation, as set forth below.

     FOURTH:  The first  sentence of Article IV of the Restated  Certificate  of
Incorporation of the Corporation is hereby amended and restated as follows:

          "The total number of shares of stock which the Corporation  shall have
          authority  to  issue  is   102,000,000   shares,   consisting  of  (a)
          100,000,000  shares of a single class of common stock,  par value $.02
          per share  ("Common  Stock")'  and (b)  2,000,000  shares of preferred
          stock, par value $1.00 per share ("Preferred Stock")."

     FIFTH:  This amendment to the Restated  Certificate of Incorporation of the
Corporation was approved at the Corporation's  meeting of stockholders,  held on
May 21, 2003,  by the holders of at least a majority of the voting rights of the
outstanding  shares of common  stock of the  Corporation,  voting  together as a
single class.

     IN  WITNESS  WHEREOF,  Bentley   Pharmaceuticals,   Inc.  has  caused  this
Certificate  of Amendment to its Restated  Certificate  of  Incorporation  to be
executed this 3rd day of July, 2003.

                                             BENTLEY PHARMACEUTICALS, INC.



                                             By: /s/ JAMES R. MURPHY
                                                 -------------------------------
                                                     James R. Murphy
                                                     President