SCHEDULE 14A

Information Required in Proxy Statement

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by the Registrant [ X ]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
[ ] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant
to Rule 14a-11(c) or Rule 14a-12

Bentley Pharmaceuticals, Inc.
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

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PRELIMINARY PROXY
-----------------
BENTLEY PHARMACEUTICALS, INC.
ONE URBAN CENTRE
SUITE 550
4830 WEST KENNEDY BLVD.
TAMPA, FLORIDA 33609

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

JUNE 14, 1996

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Tampa, Florida
May 3, 1996
To the Stockholders of
Bentley Pharmaceuticals, Inc.

NOTICE IS HEREBY GIVEN that the Annual Meeting (the "Meeting") of
Stockholders of BENTLEY PHARMACEUTICALS, INC., a Florida corporation (the
"Company"), will be held on Friday, June 14, 1996 at 8:00 a.m., local time at
the Downtown Athletic Club, 19 West Street, New York, New York 10004 for the
purpose of considering and acting upon the following matters:

(1) The election of two Class III Directors to serve until the 1999
Annual Meeting of Stockholders or until the election and
qualification of their respective successors;

(2) A proposal to amend the Company's Articles of Incorporation to
increase the number of its authorized shares of Common Stock,
$.02 par value, from 20,000,000 to 35,000,000 shares;

(3) A proposal to approve the grant of stock options to the Company's
executive officers; and

(4) The transaction of such other business as may properly be brought
before the meeting or any adjournment or postponement thereof.

The Board of Directors has fixed the close of business on May 2, 1996
as the record date for the determination of stockholders entitled to notice of,
and to vote at, the Meeting.

You are cordially invited to attend the Meeting. Whether or not it is
your intention to attend the Meeting, you are urged to complete, sign and date
the enclosed form of proxy, and return it promptly in the enclosed reply
envelope. No postage is required if mailed in the United States. Returning your
proxy does not deprive you of your right to attend the Meeting and to vote your
shares in person. THIS SOLICITATION IS BEING MADE ON BEHALF OF THE COMPANY'S
BOARD OF DIRECTORS.

By Order of the Board of Directors

MICHAEL D. PRICE
Secretary

BENTLEY PHARMACEUTICALS, INC.
ONE URBAN CENTRE
SUITE 550
4830 WEST KENNEDY BLVD.
TAMPA, FLORIDA 33609

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PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

JUNE 14, 1996

--------------

This Proxy Statement, to be mailed to stockholders on or about May 8,
1996, is furnished in connection with the solicitation by the Board of Directors
of Bentley Pharmaceuticals, Inc., a Florida corporation (the "Company"), of
proxies in the accompanying form ("Proxy" or "Proxies") for use at the Annual
Meeting of Stockholders of the Company to be held on June 14, 1996 at 8:00 a.m.,
local time at the Downtown Athletic Club, 19 West Street, New York, New York
10004 and at any adjournments or postponements thereof (the "Meeting").

All Proxies received will be voted in accordance with the
specifications made thereon or, in the absence of any specification, for the
election of all of the nominees named herein to serve as Directors and for the
proposals to amend the Company's Articles of Incorporation and grant options to
the Company's executive officers. Any Proxy given pursuant to this solicitation
may be revoked by the person giving it any time prior to the exercise of the
powers conferred thereby by notice in writing to Michael D. Price, Secretary of
the Company, One Urban Centre, Suite 550, 4830 West Kennedy Blvd., Tampa,
Florida 33609, by execution and delivery of a subsequent Proxy or by attendance
and voting in person at the Meeting, except as to any matter or matters upon
which, prior to such revocation, a vote shall have been cast pursuant to the
authority conferred by such Proxy.

Only holders of record of the Company's issued and outstanding Common
Stock, $.02 par value (the "Common Stock"), as of the close of business on May
2, 1996 (the "Record Date") will be entitled to notice of, and to vote at, the
Meeting. As of the Record Date, there were issued and outstanding 3,331,472
shares of the Company's Common Stock, each of which is entitled to one vote upon
each matter at the Meeting. The holders of a majority of the shares entitled to
vote at the Meeting will constitute a quorum for the transaction of business.
Proxies submitted which contain abstentions or broker non-votes will be deemed
present at the Meeting in determining the presence of a quorum. A plurality of
the votes cast at the Meeting at which a quorum is present will be required for
the election of Directors and the affirmative vote of the holders of a majority
of the votes cast at the Meeting at which a quorum is present will be required
to approve the amendment to the Company's Articles of Incorporation and to
approve the proposal to grant options to the executive officers. Shares of
Common Stock that are voted to abstain and shares which are subject to broker
non-votes with respect to any matter will not be considered cast with respect to
that matter.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information as of April 18, 1996 as to
(i) each person (including any "group" as that term is used in Section 13(d)(3)
of the Securities Exchange Act of 1934, as amended) who is known to the Company
to be the beneficial owner of more than five percent of the Company's Common
Stock, its only class of voting securities, and (ii) the shares of the Company's
Common Stock beneficially owned by all Executive Officers and Directors of the
Company as a group.

AMOUNT AND
NATURE OF
BENEFICIAL PERCENT
NAME AND ADDRESS OF BENEFICIAL OWNER: OWNERSHIP (1) OF CLASS
- ------------------------------------- ------------- --------

Shulmit Pritziker 453,020 (2) 13.01%
50 Broad Street
New York, New York 10004

Ilya Margulis 427,300 (3) 12.53%
50 Broad Street
New York, New York 10004

Light Associates 200,594 (4) 6.02%
1031 Rosewood Way
Alameda, California 94501

All current Executive Officers and 114,715 (6) 3.33%
Directors as a group (6 persons)

- --------------

(1) Except as otherwise indicated, all shares are beneficially owned,
and sole investment and voting power is held, by the persons
named.

(2) Includes 150,904 shares which Shulmit Pritziker has the right to
acquire pursuant to presently exercisable stock purchase
warrants.

(3) Includes 79,100 shares which Ilya Margulis has the right to
acquire pursuant to presently exercisable stock purchase
warrants.

(4) As reported in the Light Associates Schedule 13-D (Amendment No.
6) dated January 11, 1996.

(5) Includes 111,600 shares of Common Stock which certain of the
current Executive Officers and Directors have a right to acquire
pursuant to presently exercisable stock options.

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth information regarding beneficial
ownership of the Company's Common Stock as of April 18, 1996 as to (i) each
Director and nominee for Director of the Company, (ii) each Executive Officer of
the Company named in the Summary Compensation Table set forth below, and (iii)
all current Executive Officers and Directors as a group.

AMOUNT AND NATURE OF PERCENT
NAME BENEFICIAL OWNERSHIP (1) OF CLASS
- ---- ------------------------ --------

James R. Murphy 28,587 (2) *
Chairman of the Board, President,
Chief Executive Officer and Director

Robert M. Stote, M.D 54,050 (3) 1.60%
Senior Vice President, Chief
Science Officer and Director

Michael D. Price 21,653 (4) *
Vice President, Chief
Financial Officer, Secretary,
Treasurer and Director

Randolph W. Arnegger 2,213 (5) *
Director

Charles L. Bolling 5,900 (6) *
Director

Doris E. Wardell 2,312 (7) *
Director

All current Executive Officers
and Directors as a group (6 persons) 114,715 (8) 3.33%

- ---------------------------------

* Less than one percent

(1) Except as otherwise indicated, all shares are beneficially owned,
and sole investment and voting power is held, by the persons
named.

(2) Includes 28,000 shares of Common Stock which Mr. Murphy has the
right to acquire pursuant to presently exercisable stock options.

(3) Includes 53,750 of Common Stock which Dr. Stote has the right to
acquire pursuant to presently exercisable stock options.

(Footnote explanations continue on following page)

(4) Includes 101 shares of Common Stock owned by Mr. Price's sons as
to which Mr. Price disclaims beneficial ownership. Also includes
21,250 shares of Common Stock which Mr. Price has the right to
acquire pursuant to presently exercisable stock options.

(5) Includes 1,600 shares of Common Stock which Mr. Arnegger has the
right to acquire pursuant to presently exercisable stock options.

(6) Includes 100 shares of Common Stock owned by Mr. Bolling's wife
as to which Mr. Bolling disclaims beneficial ownership. Includes
5,000 shares of Common Stock which Mr. Bolling has the right to
acquire pursuant to presently exercisable stock options.

(7) Includes 2,000 shares of Common Stock which Mrs. Wardell has the
right to acquire pursuant to presently exercisable stock options.

(8) Includes 111,600 of Common Stock which certain of such Executive
Officers and Directors have the right to acquire pursuant to
presently exercisable stock options.

PROPOSAL 1

ELECTION OF DIRECTORS

The Company's Articles of Incorporation and By-Laws provide for a
classified Board of Directors. The Board is divided into three classes
designated Class I, Class II and Class III. The nominees below are being
presented for election as Class III Directors to hold office until the 1999
Annual Meeting of Stockholders. The term of each Class I Director is to expire
at the 1997 Annual Meeting of Stockholders and the term of each Class II
Director is to expire at the 1998 Annual Meeting of Stockholders. Unless
instructed to the contrary, the persons named in the enclosed Proxy intend to
cast all votes pursuant to Proxies received in favor of the persons listed under
the heading "Nominees" below as Directors. The nominees, each of whom presently
serves as a Director, have indicated to the Company their availability for
election. In the event that the nominees should not continue to be available for
election, the holders of the Proxies may exercise their discretion to vote for
substitutes. Officers hold office until the meeting of the Board of Directors
following each Annual Meeting of Stockholders and until their successors have
been chosen and qualified.

The following information is furnished with respect to the nominees
and each other continuing member of the Company's Board of Directors.

CLASS
OF YEAR
POSITIONS WITH DIRECTOR FIRST
THE COMPANY (UPON BECAME
NAME AGE PRESENTLY HELD ELECTION) DIRECTOR
- ---- --- -------------- --------- --------

NOMINEES:

James R. Murphy 46 Chairman of the Board, President, III 1993
Chief Executive Officer and Director

Robert M. Stote, M.D. 56 Senior Vice President, Chief III 1993
Science Officer and Director

DIRECTORS WHOSE TERMS OF OFFICE
CONTINUE AFTER THE MEETING:

Randolph W. Arnegger 51 Director II 1994

Charles L. Bolling 72 Director II 1991

Michael D. Price 38 Vice President, Chief Financial II 1995
Officer, Secretary, Treasurer
and Director

Doris E. Wardell 57 Director I 1994

BACKGROUND OF NOMINEES

JAMES R. MURPHY became President and Chief Operating Officer of the
Company on September 7, 1994, was named Chief Executive Officer effective
January 1, 1995 and became Chairman of the Board on June 9, 1995. Prior to
rejoining the Company, Mr. Murphy served as Vice President of Business
Development at MacroChem Corporation, a publicly owned pharmaceutical company,
from March 1993 through September 1994. From September 1992 until March 1993,
Mr. Murphy served as a Consultant to the pharmaceutical industry with his
primary efforts directed toward product licensing. Prior thereto, Mr. Murphy
served as Director - Worldwide Business Development and Strategic Planning of
the Company from December 1991 to September 1992. Mr. Murphy previously spent 14
years in basic pharmaceutical research and product development with SmithKline
Corporation and in business development with contract research laboratories. Mr.
Murphy received a B.A. in Biology from Millersville University.

ROBERT M. STOTE, M.D. became Senior Vice President and Chief Science
Officer of the Company in March 1992. Prior to joining the Company, Dr. Stote
was employed for 20 years by SmithKline Beecham Corporation serving as Senior
Vice President and Medical Director, Worldwide Medical Affairs from 1989 to
1992, and Vice President-Clinical Pharmacology-Worldwide from 1987 to 1989. From
1984 to 1987 Dr. Stote was Vice President-Phase I Clinical Research, North
America. Dr. Stote was Chief of Nephrology at Presbyterian Medical Center of
Philadelphia from 1972 to 1989 and was Clinical Professor of Medicine at the
University of Pennsylvania. Dr. Stote received a B.S. in Pharmacy from the
Albany College of Pharmacy, an M.D. from Albany Medical College and is Board
Certified in Internal Medicine and Nephrology. He was a Fellow in Nephrology and
Internal Medicine at the Mayo Clinic and is currently a Fellow of the American
College of Physicians.

BACKGROUND OF CONTINUING DIRECTORS

RANDOLPH W. ARNEGGER is the President of Vantage Point Marketing, a
developer and producer of continuing medical education programs, medically
oriented direct mail programs, and medical convention programs, a position he
has held since 1986. Prior thereto, Mr. Arnegger served as Vice President of
Account Services for Curtin & Pease/Peneco, a national direct mail firm, and
Vice President for Pro Clinica, a medical advertising agency in New York.

CHARLES L. BOLLING served from 1968 to 1973 as Vice President of
Product Management and Promotion (U.S.), from 1973 to 1977 as Vice President of
Commercial Development and from 1977 to 1986 as Director of Business Development
(International) at Smith Kline & French Laboratories. Mr. Bolling has been
retired since 1986.

MICHAEL D. PRICE became Chief Financial Officer, Vice
President/Treasurer and Secretary of the Company in October 1993, April 1993 and
November 1992, respectively. He has served the Company in other capacities since
March 1992. Prior to joining the Company, Mr. Price was employed as a financial
and management consultant with Carr Financial Group in Tampa, Florida from March
1990 to March 1992. Prior thereto, he was employed as Vice President of Finance
with Premiere Group, Inc., a real estate developer in Tampa, Florida from June
1988 to February 1990. Prior thereto, Mr. Price was employed by Price Waterhouse
in Tampa, Florida from January 1982 to June 1988 where his last position with
that firm was as an Audit Manager. Mr. Price received a B.S. in Business
Administration with a concentration in Accounting from Auburn University and an
M.B.A. from Florida State University. Mr. Price is a Certified Public Accountant
in the State of Florida.

DORIS E. WARDELL has been a consultant in the health care industry
since July 1995, assisting clients with solutions with respect to patient care
and nurse satisfaction issues. Prior thereto, she was Assistant
Professor/Clinical Services Coordinator at the University of Utah College of
Nursing from April 1994 to July 1995, and was previously involved in Integrated
Care special projects at Allegheny General Hospital, serving as Acting Vice
President of Nursing at Allegheny General Hospital from September 1992 to June
1994 and Assistant Vice President of Nursing from

December 1989 to September 1992. Prior thereto, Mrs. Wardell served as Vice
President of Administration at Beaver Medical Center from April 1987 to November
1989. From March 1980 to April 1987, she was employed by Chestnut Hill Hospital
as Vice President of Nursing and Director of Nursing Services from August 1978
to March 1980.

COMMITTEES OF THE BOARD OF DIRECTORS; BOARD OF DIRECTORS MEETINGS

The Board of Directors has an Audit Committee and a Compensation
Committee. The Audit Committee recommends to the Board of Directors the
appointment of independent auditors to audit the Company's consolidated
financial statements, reviews the Company's internal control procedures and
advises the Company on tax and other matters connected with the growth of the
Company. The Audit Committee also reviews with management the annual audit and
other work performed by the independent auditors. The Company's Compensation
Committee administers the Company's 1991 Stock Option Plan and reviews and
recommends to the Board of Directors the nature and amount of compensation to be
paid to the Company's executive officers. The Audit Committee consists of
Messrs. Arnegger, Bolling, and Price. The Compensation Committee consists of
Mrs. Wardell and Messrs. Arnegger and Bolling.

During the Company's last fiscal year ended December 31, 1995, the
Board of Directors held five meetings, the Audit Committee held two meetings and
the Compensation Committee held three meetings. Each Director attended at least
75% of the total number of meetings of the Board of Directors which were held
during the period he or she served as a Director in the fiscal year ended
December 31, 1995 and meetings of each Committee on which such Director served.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee during 1995 were Mrs.
Wardell and Messrs. Arnegger and Bolling, all of whom are non-employee
Directors. No member of the Compensation Committee has a relationship that would
constitute an interlocking relationship with Executive Officers or Directors of
another entity.

REMUNERATION OF NON-EMPLOYEE DIRECTORS

The Company pays non-employee Director fees equal to $12,000 per year
for attendance at meetings and reimburses expenses incurred in attending
meetings. Total non-employee Director fee payments during the year ended
December 31, 1995 were $33,000 and expenses incurred by non-employee Directors
in attending meetings which were reimbursed by the Company totaled $1,908. In
addition, options to purchase 1,000 shares of Common Stock are automatically
granted to each Director upon his or her election or reelection to the Board for
each year of the term for which he or she is elected. The options vest as to
1,000 shares at the end of each year of such term. During the year ended
December 31, 1995, the Company granted to the individuals who served as
non-employee Directors during such fiscal year, options to purchase an aggregate
of 6,000 shares of Common Stock in recognition of such services. The options
which were granted pursuant to the 1991 Stock Option Plan, are exercisable for
ten years (commencing one year from the date of the grant) at an exercise price
of $3.75 per share (representing the fair market value of the Common Stock on
the date of grant).

Non-employee Directors who serve on committees of the Company's Board
of Directors are awarded 200 shares of Common Stock annually. During the fiscal
year ended December 31, 1995, 817 shares of Common Stock were granted to
non-employee Directors.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth the total compensation paid to or
accrued by the Company for the account of the current Chief Executive Officer
and the executive officers at December 31, 1995 whose total cash compensation
for the year ended December 31, 1995 exceeded $100,000.

LONG-TERM COMPENSATION
-------------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
-------------------------------------------- ------------------------- ---------
SECURITIES
OTHER RESTRICTED UNDERLYING LTIP ALL
NAME AND PRINCIPAL ANNUAL STOCK OPTIONS/ PAYOUTS OTHER
POSITION YEAR SALARY ($) BONUS($) COMP.($) AWARDS ($) SARS (#) ($) COMP.(1)
- ---------------------------- ---------- ---------- -------- --------- ---------- ------------- --------- --------

James R. Murphy (2) Y/E 12/31/95 $187,500 - - - 50,000 - $ 4,620
Chairman of the Board, Y/E 12/31/94 $ 55,903 - - $ 685 - - $ 12,000
President, Chief Executive
Officer and Director

Robert M. Stote (3) Y/E 12/31/95 $203,750 - - - 37,500 - $ 4,620
Senior Vice President, Y/E 12/31/94 $200,000 - - - - - --
Chief Science Officer Y/E 12/31/93 $211,538 - - $ 2,375 200,000 - $ 14,854
and Director

Michael D. Price (4) Y/E 12/31/95 $114,808 - - - 22,500 - $ 4,620
Vice President, Chief Y/E 12/31/94 $100,000 - - - - - -
Financial Officer, Treasurer Y/E 12/31/93 $ 90,525 - - $ 2,375 90,000 - -
Secretary and Director

- ----------------------------------------------

(1) The value of perquisites provided to the named executive officers
did not exceed 10% of total compensation in any case.

(2) Mr. Murphy, Chairman, President and Chief Executive Officer, has
been employed by the Company since September 1994. Mr. Murphy's
annual salary is currently $225,000. During the year ended
December 31, 1995, Mr. Murphy was awarded stock options to
purchase 50,000 shares of Common Stock at $3.75 per share, 50% of
which vest on June 12, 1996 and the balance of which vest on June
12, 1997. During the year ended December 31, 1995, the Company
provided to Mr. Murphy matching funds totaling $4,620 pursuant to
the terms of a Company sponsored 401(k) retirement plan (see
"401(k) Retirement Plan"). During the year ended December 31,
1994, Mr. Murphy was reimbursed $12,000 for costs related to his
relocation upon accepting employment with the Company. During the
year ended December 31, 1994, Mr. Murphy was awarded stock
options to purchase 2,000 shares of Common Stock at $11.25 per
share upon his election to the Board of Directors on June 9,
1994. Of these options, 1,000 options vested on June 9, 1995 and
the remaining 1,000 options are scheduled to vest on June 9,
1996. Compensation for services rendered in other capacities
prior to becoming an executive officer of the Company is
excluded. Prior to becoming an executive officer, in his capacity
as an outside Director, Mr. Murphy was awarded 137 shares of
Common Stock for services rendered in 1994 as a member of a
Committee of the Board of Directors.

(3) Dr. Stote, Senior Vice President and Chief Science Officer, has
been employed by the Company since March 1992. Dr. Stote's annual
salary is currently $215,000. During the year ended December 31,

(Footnote explanations continue on following page)

1995, Dr. Stote was awarded stock options to purchase 37,500
shares of Common Stock at $3.75 per share, 50% of which vest on
June 12, 1996 and the balance of which vest on June 12, 1997.
During the year ended December 31, 1995, the Company provided to
Dr. Stote matching funds totaling $4,620 pursuant to the terms of
a Company sponsored 401(k) retirement plan (see "401(k)
Retirement Plan"). During the year ended December 31, 1993, Dr.
Stote was awarded stock options to purchase 20,000 shares of
Common Stock at $20.00 per share, all of which are fully vested.
Also during the year ended December 31, 1993, Dr. Stote was
awarded 100 shares of the Company's restricted Common Stock. Dr.
Stote was reimbursed $14,854 during the year ended December 31,
1993 for costs related to his relocation upon accepting
employment with the Company.

(4) Mr. Price, Vice President, Chief Financial Officer, Secretary,
and Treasurer has been employed by the Company since March 1992.
Mr. Price's annual salary is currently $125,000. During the year
ended December 31, 1995, Mr. Price was awarded stock options to
purchase 22,500 shares of Common Stock at $3.75 per share, 50% of
which vest on June 12, 1996 and the balance of which vest on June
12, 1997. During the year ended December 31, 1995, the Company
provided to Mr. Price matching funds totaling $4,620 pursuant to
the terms of a Company sponsored 401(k) retirement plan (see
"401(k) Retirement Plan"). During the year ended December 31,
1993, Mr. Price was awarded stock options to purchase 9,000
shares of Common Stock at $20.00 per share, all of which are
fully vested. Also during the year ended December 31, 1993, Mr.
Price was awarded 100 shares of the Company's restricted Common
Stock. Compensation for services rendered in other capacities
prior to becoming an executive officer of the Company is
excluded.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

The following table sets forth the details of options granted to the
individuals listed in the Summary Compensation table during the year ended
December 31, 1995. No stock appreciation rights have been granted to date.

OPTION/SAR GRANTS IN THE YEAR ENDED DECEMBER 31, 1995
-----------------------------------------------------
POTENTIAL
REALIZABLE
VALUE AT
ASSUMED
ANNUAL RATES
OF STOCK
PRICE
APPRECIATION
FOR OPTION
INDIVIDUAL GRANTS TERMS
---------------------------------------------------- ----------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS EXERCISE
UNDERLYING GRANTED TO OR BASE
OPTIONS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SHARE) DATE 5% ($) 10% ($)
- ---- ----------- ----------- --------- ---------- ------ -------

James R. Murphy (1) 50,000 42.9% $3.75 06/12/05 $117,918 $298,827

Robert M. Stote, M.D. (2) 37,500 32.2% $3.75 06/12/05 $ 88,438 $224,120

Michael D. Price (3) 22,500 19.3% $3.75 06/12/05 $ 53,063 $134,472
- ------------------------------------------

(1) Mr. Murphy was granted ten-year options in 1995 to purchase 50,000 shares
of Common Stock at $3.75 per share under the 1991 Stock Option Plan (see
"Stock Option Plans"). The options, which were granted at their fair market
value ($3.75) on the date of grant, are scheduled to vest as to 25,000
shares on each of June 12, 1996 and 1997.

(Footnote explanations continue on following page)

(2) Dr. Stote was granted ten-year options in 1995 to purchase 37,500 shares of
Common Stock at $3.75 per share under the 1991 Stock Option Plan (see
"Stock Option Plans"). The options, which were granted at their fair market
value ($3.75) on the date of grant, are scheduled to vest as to 18,750
shares on each of June 12, 1996 and 1997.

(3) Mr. Price was granted ten-year options in 1995 to purchase 22,500 shares of
Common Stock at $3.75 per share under the 1991 Stock Option Plan (see
"Stock Option Plans"). The options, which were granted at their fair market
value ($3.75) on the date of grant, are scheduled to vest as to 11,250
shares on each of June 12, 1996 and 1997.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table sets forth certain information concerning the
number of shares of Common Stock acquired upon the exercise of stock options
during the year ended December 31, 1995 by, and the number and value at December
31, 1995 of shares of Common Stock subject to unexercised options held by, the
individuals listed in the Summary Compensation Table.

NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
FY-END (# SHARES) FY-END ($)
SHARES ------------------- -----------------
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE (#) REALIZED ($) UNEXERCISABLE UNEXERCISABLE (1)
- ------------------ --------------- ------------ ------------------- -----------------

James R. Murphy - - 28,000 / 25,000 -0- / -0-

Robert M. Stote, M.D. - - 53,750 / 18,750 -0- / -0-

Michael D. Price - - 21,250 / 11,250 -0- / -0-

- -----------

(1) Represents the closing price of the Company's Common Stock on the
American Stock Exchange on December 29, 1995 minus the respective
exercise prices.

EMPLOYMENT AGREEMENTS

Mr. James R. Murphy, Chairman Of The Board, President and Chief
Executive Officer, entered into an employment agreement with the Company dated
as of June 12, 1995 providing for an initial term which expires on June 12,
1998. Under the terms of this agreement, Mr. Murphy's annual base salary is
$225,000. The agreement with Mr. Murphy also provides for bonuses at the
recommendation and discretion of the Compensation Committee of the Company's
Board Of Directors and a severance payment equal to two years salary and
immediate vesting of all outstanding stock options upon termination following a
change in control of the Company. Pursuant to the agreement, if terminated
without cause, Mr. Murphy will be entitled to a severance payment equal to one
year salary and immediate vesting of all outstanding stock options.

Dr. Robert M. Stote, Senior Vice President and Chief Science Officer,
entered into an employment agreement with the Company dated as of June 12, 1995
providing for an initial term which expires on June 12, 1998. Under the terms of
this agreement, Dr. Stote's annual base salary is $215,000. The agreement with
Dr. Stote also provides for bonuses at the recommendation and discretion of the
Compensation Committee of the Company's Board of Directors and a severance
payment equal to two years salary and immediate vesting

of all outstanding stock options upon termination following a change in control
of the Company. Pursuant to the agreement, if terminated without cause, Dr.
Stote will be entitled to a severance payment equal to one year salary and
immediate vesting of all outstanding stock options.

Mr. Michael D. Price, Vice President, Chief Financial Officer,
Secretary and Treasurer, entered into an employment agreement with the Company
dated as of June 12, 1995 providing for an initial term which expires on June
12, 1998. Under the terms of this agreement, Mr. Price's annual base salary is
$125,000. The agreement with Mr. Price also provides for bonuses at the
recommendation and discretion of the Compensation Committee of the Company's
Board of Directors and a severance payment equal to two years salary and
immediate vesting of all outstanding stock options upon termination following a
change in control of the company. Pursuant to the agreement, if terminated
without cause, Mr. Price will be entitled to a severance payment equal to one
year salary and immediate vesting of all outstanding stock options.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Securities Exchange Act Of 1934, as amended,
requires the Company's executive officers and directors, and any persons who own
more than 10% of any class of the Company's equity securities, to file certain
reports relating to their ownership of such securities and changes in such
ownership with the Securities and Exchange Commission and the American Stock
Exchange and to furnish the Company with copies of such reports. To the
Company's knowledge, during the year ended December 31, 1995, all Section 16(a)
filing requirements have been satisfied.

STOCK OPTION PLANS

The Company's Incentive Stock Option Plan and Non-Qualified Stock
Option Plan (the "Plans") were terminated by the Board of Directors pursuant to
their provisions on September 30, 1991. Although outstanding options were not
affected by such termination, options may no longer be granted thereunder.
Options granted under the Incentive Stock Option Plan to purchase shares of
Common Stock are intended to qualify as "incentive stock options" under Section
422A (now Section 422) of the Internal Revenue Code of 1986, as amended (the
"Code"). Participation in the Plans was limited to employees and Directors of
the Company selected by the Compensation Committee, which determined the number
of shares subject to any option, the option exercise price per share which could
not be less than 98% (in the case of the Non-Qualified Stock Option Plan) or
100% (in the case of the Incentive Stock Option Plan) of the fair market value
of the Common Stock on the date of grant and the time period (which could not
exceed ten years from the date of grant) within which, and the conditions under
which, all or portions of each option could be exercised.

1991 STOCK OPTION PLAN

The Company's 1991 Stock Option Plan (the "1991 Plan") was
unanimously adopted by the Board Of Directors on September 30, 1991, approved by
the Stockholders at the December 16, 1991 Annual Meeting of Stockholders and
amended to increase the number of shares available under the plan to an
aggregate of 240,000 by the Stockholders at the February 1993 and June 1994
Annual Meetings of Stockholders. The purpose of the 1991 Plan is to promote the
interests of the Company in attracting and retaining employees (including
officers) and experienced and knowledgeable non-employee Directors for the
Company and its subsidiaries, by enabling them to acquire or increase a
proprietary interest in the Company, to benefit from appreciation in the value
of the Company's Common Stock and, thus, participate in the long-term growth of
the Company.

The 1991 Plan replaced the Plans (See "Stock Option Plans") which
terminated as to future grants on September 30, 1991.

As of April 18, 1996, although no options had been exercised, options
to purchase 204,100 shares held by 12 optionees were outstanding at a weighted
average per share exercise price of $27.11 and 35,900 shares are available for
future grants under the 1991 Plan.

The 1991 Plan is administered by a committee of the Board of
Directors of not less than two Directors, each of whom must be "disinterested
persons" within the meaning of regulations promulgated by the Securities and
Exchange Commission. The Board of Directors has designated the Compensation
Committee of the Board consisting of Mrs. Wardell and Messrs. Arnegger and
Bolling to administer the 1991 Plan. The Compensation Committee has the
authority under the 1991 Plan to determine the terms of options granted under
the 1991 Plan, including, among other things, the individuals who shall receive
options, the times when they shall receive them, whether an incentive stock
option and/or non-qualified option shall be granted, the number of shares to be
subject to each option, and the date or dates each option shall become
exercisable.

No options may be granted under the 1991 Plan after September 30,
2001. The Board may amend, suspend or terminate the 1991 Plan or any portion
thereof at any time and from time to time in such respects as it deems necessary
or advisable (including without limitation to conform with applicable law or the
regulations or rulings thereunder), but may not without the approval of the
Company's shareholders make any alteration or amendment thereof which would (i)
change the class of those eligible to receive options, (ii) increase the maximum
number of shares for which options may be granted (except for anti-dilution
adjustments) or (iii) materially increase the benefits to participants under the
1991 Plan.

During the fiscal year ended December 31, 1995, options to purchase
50,000, 37,500, 22,500 and 110,000 shares of Common Stock were granted to Mr.
Murphy, Dr. Stote, Mr. Price and all Executive Officers as a group,
respectively. The options were granted at $3.75 per share, representing the fair
market value of the Common Stock on the date of grant. The expiration date of
these options is June 12, 2005.

Also during the fiscal year ended December 31, 1995, options to
purchase 6,000 and 6,500 shares of Common Stock were granted to non-employee
Directors of the Company and to employees of the Company who are not executive
officers, respectively. Such options were granted at $3.75 per share,
representing the fair market value of the Common Stock on the date of grant. The
expiration date of these options is June 12, 2005.

401(K) RETIREMENT PLAN

The Company sponsors a 401(k) retirement plan (the "401(k) Plan")
under which eligible employees may contribute, on a pre-tax basis, between 1% to
15% of their respective total annual income from the Company, subject to maximum
aggregate annual contribution imposed by the Internal Revenue Code of 1986 as
amended. All full-time employees who have worked for the Company for at least
six months are eligible to participate in the 401(k) Plan. All employee
contributions are allocated to the employee's individual account and are
invested in various investment options as directed by the employee. Cash
contributions are fully vested and nonforfeitable. The Company elected to make
its first matching contributions to the 401(k) Plan for the 1995 fiscal year in
the amount of $19,000, and is continuing to match 50% of each eligible
employee's contribution in 1996.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board of Directors, which is
comprised of three non-employee Directors of the Company, determines, to the
extent not fixed pursuant to the terms of applicable employment agreements, the
compensation of the Chief Executive Officer, other employee members of the Board
of Directors, and all other employees whose annual compensation exceeds $50,000.
The compensation levels of such officers, Directors and employees are subject to
the approval of the Board of Directors.

The Compensation Committee, being responsible for overseeing and
approving executive compensation and grants of stock options, is in a position
to appropriately balance the current cash compensation considerations with the
longer-range incentive-oriented growth outlook associated with stock options.

The main objectives of the Company's compensation structure include
rewarding individuals for their respective contributions to the Company's
performance, providing executive officers with a stake in the long-term success
of the Company and providing compensation programs and policies that will
attract and retain qualified executive personnel. The Board of Directors and the
Compensation Committee place a great deal of importance on job security and
recognize that by offering executives protection against job loss, it can be
more successful in recruiting experienced executives from large, established
pharmaceutical companies to relocate with the Company in Florida. Historically,
the members of the Board of Directors and the Compensation Committee have chosen
to achieve these objectives through salary increases, bonuses and periodic stock
option grants. The Committee considered each of these factors in approving the
salary for Mr. Murphy, who was engaged to serve as Chief Executive Officer as of
January 1, 1995.

The Compensation Committee considers, among other things, the
performance of the Company, compensation levels in competing companies,
individual contributions to the Company and the length of service with the
Company. The Compensation Committee also considered independent surveys of
executive compensation of similarly situated companies

Compensation through the periodic grant of stock options under the
Company's stock option plans is intended to coordinate executives' and
stockholders' long-term interests by creating a direct link between a portion of
executive compensation and increases in the price of Common Stock and the
long-term success of the Company. This method of compensation also permits the
Company to preserve its cash resources.

The Compensation Committee, while recognizing the significant
improvement in operating results and reduced losses in 1995, decided not to
recommend bonuses for 1995 after considering the Company's limited resources.
Upon consideration of the Company's improving performance in recent months, the
Compensation Committee of the Board of Directors believes that future
consideration of executive compensation will focus increasingly on evaluating
executive performance according to the results achieved by the Company. Although
the extraordinary individual contributions of each executive officer must be
recognized when appropriate, it can be expected that any future substantial
increases in executive compensation will be correlated to improvements in the
Company's results of operations.

COMPENSATION COMMITTEE
- ----------------------
Doris E. Wardell
Randolph W. Arnegger
Charles L. Bolling

COMMON STOCK PERFORMANCE

The graph presented below compares the cumulative total shareholder
return on the Company's Common Stock for the five years ended December 31, 1995
with the cumulative total shareholder return for such period reflected in both
the Standard and Poor's (S&P) 500 Stock Index and a peer group index of two
competing pharmaceutical companies (Cytogen Corp. and Ribi Immunochem Research,
Inc.). The graph (and the information relating to it) was obtained by the
Company from S&P. The comparative returns shown in the graph assume (i) the
investment of $100 in the Company's Common Stock, the common stock of the
companies included in the S&P 500 Stock Index and the common stock of the two
peer group companies at the market close on December 31, 1990 and (ii) the
reinvestment of all dividends.

[GRAPH APPEARS HERE]

TOTAL SHAREHOLDER RETURNS - DIVIDENDS REINVESTED

ANNUAL RETURN PERCENTAGE

Years Ended December 31,
------------------------
COMPANY/INDEX 1991 1992 1993 1994 1995
- ------------- ------ ------ ------ ------ ------

S & P 500 Comp-Ltd 30.47 7.62 10.08 1.32 37.58
Bentley Pharmaceuticals 302.56 -68.15 -60.00 -80.00 -55.00
Peer Group 81.92 17.30 -56.39 -44.72 35.19

INDEXED RETURNS

Years Ended December 31,
------------------------
COMPANY/INDEX 1990 1991 1992 1993 1994 1995
- ------------- ------ ------ ------ ------ ------ ------

S & P 500 Comp-Ltd 100 130.47 140.41 154.56 156.60 215.45
Bentley Pharmaceuticals 100 402.56 128.21 51.28 10.26 4.62
Peer Group 100 181.92 213.40 93.07 51.45 69.55

PEER GROUP COMPANIES:
- ---------------------

Cytogen Corp.
Ribi Immunochem Research Inc.

PROPOSAL 2

PROPOSAL TO INCREASE THE NUMBER
OF AUTHORIZED SHARES OF COMMON STOCK

On April 17, 1996, the Board of Directors adopted a resolution
approving a proposal to amend Article III of the Company's Articles of
Incorporation in order to increase the number of shares of Common Stock which
the Company is authorized to issue from 20,000,000 to 35,000,000. The Board of
Directors determined that such amendment is advisable and directed that the
proposed amendment be considered at the Meeting. The amendment will not affect
the number of shares of Preferred Stock authorized, which is 2,000,000 shares,
par value $1.00 per share.

PURPOSES AND EFFECTS OF INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON
STOCK

The proposed amendment will increase the number of shares of Common
Stock which the Company is authorized to issue from 20,000,000 to 35,000,000.
The additional 15,000,000 shares will be a part of the existing class of Common
Stock, and if and when issued, will have the same rights and privileges as the
shares of Common Stock presently issued and outstanding. The holders of Common
Stock of the Company are not entitled to preemptive rights.

The Company has no present plans, understandings, or agreements for
the issuance or use of the proposed additional shares of Common Stock. However,
the Board of Directors believes that the proposed increase is desirable so that,
as the need may arise, the Company will have more financial flexibility and be
able to issue shares of Common Stock, without the delay of a special
shareholders' meeting, in connection with possible additional equity financings,
future opportunities for expanding the business through acquisitions or
investments, and management incentive and employee benefit plans. The Company is
engaged in efforts to identify businesses which are complementary to the
Company's business and which enhance stockholder value as acquisition targets.
There can be no assurance that acquisition opportunities will be available or
that the Company will have sufficient resources to consummate any such
acquisition.

The authority of the Board of Directors to issue Common Stock could
also potentially be used to discourage attempts by others to obtain control of
the Company through merger, tender offer, proxy contest or otherwise by making
such attempts more difficult or costly to achieve.

If the proposed amendment is adopted there will be approximately
16,470,145 authorized shares that are not outstanding, reserved for issuance or
held in the treasury of the Company. As of April 18, 1996 the Company had
3,332,655 shares of Common Stock issued, of which 1,183 were held in the
treasury of the Company, and 15,197,200 are reserved for issuance upon exercise
or conversion of certain rights.

NO DISSENTER'S RIGHTS

Under Florida law, stockholders are not entitled to dissenter's
rights with respect to the proposed amendment.

THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.

PROPOSAL 3

PROPOSAL TO APPROVE GRANT OF OPTIONS TO EXECUTIVE OFFICERS

On April 19, 1996, the Board of Directors, with James R. Murphy,
Robert M. Stote, M.D. and Michael D. Price abstaining from the vote, granted
600,000, 500,000 and 400,000 non-qualified, performance vesting stock options
(the "Performance Options") to each of Mr. Murphy, Dr. Stote and Mr. Price,
respectively, subject to shareholder approval.

The Performance Options will be exercisable for a term of ten years,
with one-third of such options vesting and becoming exercisable when the closing
price of the Company's Common Stock on the American Stock Exchange equals or
exceeds the exercise price of $2.89 (110% of the closing price on April 19,
1996); one-third when the closing price equals or exceeds the exercise price of
$3.68 (140% of the closing price on April 19, 1996); and one-third when the
closing price equals or exceeds the exercise price of $4.73 (180% of the closing
price on April 19, 1996).

The option exercise price may be paid in cash, by check or by any
other form of consideration permitted by law. Additionally, Mr. Murphy, Dr.
Stote and Mr. Price were granted certain registration rights with respect to the
shares of Common Stock issuable upon exercise of such options. No additional
options will be granted to Mr. Murphy, Dr. Stote or Mr. Price until April 19,
1999.

In the event that the number of outstanding shares of Common Stock is
increased or decreased or changed into a different number or kind of shares or
securities by reason of any merger, share exchange, consolidation,
reorganization, recapitalization, reclassification, stock split, combination of
shares, exchange of shares, stock dividend or other distribution payable in
capital stock, or other increase or decrease in such shares effected without
receipt of consideration by the Company, an adjustment will be made to the
remaining outstanding options so that the proportional interest of Mr. Murphy,
Dr. Stote and Mr. Price after such an event will be, to the extent practicable,
the same as before the event.

FEDERAL INCOME TAX TREATMENT

The following is a general summary of the federal income tax
consequences under current tax law of non-qualified stock options. It does not
purport to cover all of the special rules or the state or local income or other
tax consequences inherent in the ownership and exercise of stock options and the
ownership and disposition of the underlying shares.

An optionee will not recognize taxable income for federal income tax
purposes upon the grant of a non- qualified stock option. The optionee
recognizes ordinary income in an amount equal to the excess, if any, of the fair
market value of the shares acquired on the date of exercise over the exercise
price thereof, and the Company is generally entitled to a deduction for such
amount on the date of exercise. If the optionee later sells shares acquired
pursuant to the non-qualified stock option, he will recognize long-term or
short-term capital gain or loss, depending on the period during which he held
his shares.

THE COMPANY'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.

MISCELLANEOUS

VOTING REQUIREMENTS

Directors are elected by a plurality of the votes cast at the Meeting
at which a quorum is present (Proposal 1). The affirmative vote of the holders
of a majority of the votes cast at the Meeting at which a quorum is present will
be required to approve the amendment to the Company's Articles of Incorporation
(Proposal 2) and to approve the proposal to grant options to the executive
officers (Proposal 3). Abstentions and broker non-votes with respect to any
matter are not considered cast with respect to that matter.

INDEPENDENT AUDITORS

On June 6, 1994, Price Waterhouse declined to stand for re-election
as the Company's independent public accountant. There was no adverse opinion or
disclaimer of opinion, or modification as to uncertainty, audit scope or
accounting principles contained in the reports of Price Waterhouse for the
fiscal years ended December 31, 1993 and June 30, 1992 or the six month
transition period ended December 31, 1992, other than the inclusion in Price
Waterhouse's reports relating to the periods ended December 31, 1992 and 1993 of
a statement as to an uncertainty regarding the ability of the Company to
continue as a going concern.

During the Company's fiscal periods covered by Price Waterhouse's
reports and the subsequent interim period preceding Price Waterhouse's decision
not to stand for re-election on June 6, 1994, there were no disagreements with
Price Waterhouse on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which disagreements, if not
resolved to the satisfaction of Price Waterhouse, would have caused Price
Waterhouse to make reference in connection with its report concerning the
Company's financial statements to the subject matter of the disagreements other
than as set forth below.

For the fiscal year ended June 30, 1992, Price Waterhouse reported
material weaknesses indicating that during much of fiscal 1992, European
financial management personnel were not in place, uniform accounting policies
and reporting procedures were not clearly established and certain corporate
documents, such as Board of Directors meeting minutes, contractual agreements
and documents filed with the Securities and Exchange Commission, were not
contemporaneously available from management and signed copies of such documents
were not readily available. These items were discussed with the Audit Committee
of the Company's Board of Directors and, during the year ended December 31,
1993, were resolved to the satisfaction of Price Waterhouse. The Price
Waterhouse report to the Audit Committee for the year ended December 31, 1993
did not contain any material weaknesses. The Company authorized Price Waterhouse
to respond fully to the inquiries of a successor accountant concerning all
subject matters.

The Audit Committee of the Board of Directors of the Company selected
Deloitte & Touche LLP to serve as the Company's independent auditors for the
year ended December 31, 1995 and for the year ending December 31, 1996.
Representatives of Deloitte & Touche LLP, are expected to be present at the
Meeting with the opportunity to make a statement if they so desire and to be
available to respond to appropriate questions by stockholders.

STOCKHOLDER PROPOSALS

From time to time stockholders may present proposals for consideration
at a meeting which may be proper subjects for inclusion in the proxy statement
and form of proxy related to that meeting. Stockholder proposals intended to be
included in the Company's proxy statement and form of proxy relating to the
Company's 1997 Annual Meeting of Stockholders must be received by the Company at
its principal offices, One Urban Centre, Suite 550, 4830 West Kennedy Blvd.,
Tampa, Florida 33609 by January 9, 1997. Any such proposals, as well as any
questions relating thereto, should be directed to the Secretary of the Company
at such address.

ADDITIONAL INFORMATION

The cost of solicitation of Proxies, including the cost of reimbursing
banks, brokers and other nominees for forwarding Proxy solicitation material to
the beneficial owners of shares held of record by them and seeking instructions
from such beneficial owners, will be borne by the Company. The Company has
engaged ______________________________ to solicit Proxies and has agreed to pay
_____________________________________ a fee of $_____________ plus their
accountable expenses in connection with the solicitation. Proxies may also be
solicited without extra compensation by certain officers and regular employees
of the Company. Proxies may be solicited by mail and, if determined to be
necessary, by telephone, telegraph or personal interview.

OTHER MATTERS

Management does not intend to bring before the Meeting any matters
other than those specifically described above and knows of no matters other than
the foregoing to come before the Meeting. If any other matters or motions
properly come before the Meeting, it is the intention of the persons named in
the accompanying Proxy to vote such Proxy in accordance with their judgment on
such matters or motions, including any matters dealing with the conduct of the
Meeting.

By Order of the Board of Directors

MICHAEL D. PRICE
Secretary

Tampa, Florida
May 3, 1996

BENTLEY PHARMACEUTICALS, INC.

ANNUAL MEETING OF STOCKHOLDERS - JUNE 14, 1996
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints, as proxies for the undersigned, James R.
Murphy, Dr. Robert M. Stote and Michael D. Price and each of them, with full
power of substitution, to vote all shares of Common Stock of the undersigned in
Bentley Pharmaceuticals, Inc. (the "Company") at the Annual Meeting of
Stockholders of the Company to be held at the Downtown Athletic Club, 19 West
Street, New York, New York 10004 on June 14, 1996, at 8:00 a.m., local time (the
receipt of Notice of which meeting and the Proxy Statement accompanying the same
being hereby acknowledged by the undersigned), or at any adjournments thereof,
upon the matters described in the Notice of Annual Meeting and Proxy Statement
and upon such other business as may properly come before such meeting or any
adjournments thereof, hereby revoking any proxies heretofore given.

EACH PROPERLY EXECUTED PROXY WILL BE VOTED IN ACCORDANCE WITH THE
SPECIFICATIONS MADE ON THE REVERSE SIDE HEREOF. IF NO SPECIFICATIONS ARE MADE,
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED "FOR" THE LISTED NOMINEES,
"FOR" APPROVAL OF THE AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION
INCREASING THE NUMBER OF SHARES OF COMMON STOCK, $.02 PAR VALUE, AUTHORIZED FOR
ISSUANCE FROM 20,000,000 TO 35,000,000 SHARES OF COMMON STOCK AND "FOR" APPROVAL
OF THE GRANT OF STOCK OPTIONS TO THE COMPANY'S EXECUTIVE OFFICERS.

(CONTINUED AND TO BE SIGNED ON REVERSE SIDE)

Please mark boxes [X] in blue or black ink.

Election of Directors:

FOR ALL NOMINEES: [ ] WITHHOLD AUTHORITY [ ]
to vote for all nominees

(James R. Murphy and Robert M. Stote, M.D.)

(INSTRUCTION: To withhold authority for any individual nominee, strike a line
through the nominee's name in the list above)

Approval of an amendment to the Company's Articles of Incorporation increasing
the number of shares of Common Stock, $.02 par value, authorized for issuance
from 20,000,000 to 35,000,000 shares of Common Stock.

FOR [ ]
AGAINST [ ]
ABSTAIN [ ]

Approval of the grant of options to the Company's executive officers.

FOR [ ]
AGAINST [ ]
ABSTAIN [ ]

NOTE: Please date and sign your name or names
exactly as set forth hereon. If signing as
attorney, executor, administrator, trustee or
guardian, please indicate the capacity in which
you are acting. Proxies by corporations should be
signed by a duly authorized officer and should
bear the corporate seal.

Dated: __________________________, 1996

_____________________________________

Signature of Stockholder(s)

_____________________________________

Print Name(s)

Please Sign and Return the Proxy Promptly in the Enclosed Envelope.