BNT Brookfield Wealth Solutions Ltd

CUSIP Number 082657107

Date of Event Which Requires Filing of this Statement: 05/31/2008

Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

[ X ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)

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CUSIP No. 082657107

1) Name of reporting person:
 ClearBridge Advisors, LLC
 Tax Identification No.:
 01-0846058

2) Check the appropriate box if a member of a group:
 a) X
 b) n/a

3) SEC use only

4) Place of organization:
 DE

Number of shares beneficially owned by each reporting person with:
5) Sole voting power: - 0 -
6) Shared voting power: - 0 -
7) Sole dispositive power: - 0 -
8) Shared dispositive power: - 0 -
9) Aggregate amount beneficially owned by each reporting person:
 - 0 -

10) Check if the aggregate amount in row (9) excludes certain shares:
 n/a

11) Percent of class represented by amount in row (9):
 0.0%

12) Type of reporting person:
 IA



CUSIP No. 082657107

1) Name of reporting person:
 Smith Barney Fund Management LLC
 Tax Identification No.:
 13-2616913

2) Check the appropriate box if a member of a group:
 a) X
 b) n/a

3) SEC use only

4) Place of organization:
 DE

Number of shares beneficially owned by each reporting person with:
5) Sole voting power: - 0 -
6) Shared voting power: - 0 -
7) Sole dispositive power: - 0 -
8) Shared dispositive power: - 0 -
9) Aggregate amount beneficially owned by each reporting person:
 - 0 -

10) Check if the aggregate amount in row (9) excludes certain shares:
 n/a

11) Percent of class represented by amount in row (9):
 0.0%

12) Type of reporting person:
 IA






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Item 1a) Name of issuer:
 Bentley Pharmaceuticals Inc

Item 1b) Address of issuers principal executive offices:
 Bentley Park
 2 Holland Way
 Exeter, NH 03833 United States

Item 2a) Name of person filing:
 ClearBridge Advisors, LLC
 Smith Barney Fund Management LLC


Item 2b) Address of principal business office:
 620 8th Avenue
 New York, NY 10018

Item 2c) Citizenship:
 ClearBridge Advisors, LLC
 Delaware Limited Liability Corporation
 Smith Barney Fund Management LLC
 Delaware Limited Liability Corporation




Item 2d) Title of class of securities:
 Common Stock

Item 2e) CUSIP number: 082657107

Item 3) If this statement is filed pursuant to Rule 13d-1(b),
 or 13d 2(b), check whether the person filing is a:
 (a) [ ] Broker or dealer under Section 15 of the Act.
 (b) [ ] Bank as defined in Section 3(a)(6) of the Act.
 (c) [ ] Insurance Company as defined in Section 3(a)(6) of the Act.
 (d) [ ] Investment Company registered under Section 8 of
 the Investment Company Act.
 (e) [ ] Investment Adviser registered under Section 203 of
 the Investment Advisers Act of 1940.
 (f) [ ] Employee Benefit Plan, Pension Fund which is subject
 to ERISA of 1974 or Endowment Funds; see 240.13d-1(b)(ii)(F).
 (g) [ ] Parent holding company, in accordance with 240.13d-1(b)(ii)(G),
 (h) [X] Group, in accordance with 240.13d-1(b)(1)(ii)(J).

Item 4) Ownership:
 (a) Amount beneficially owned: - 0 -
 (b) Percent of Class: 0.00%
 (c) Number of shares as to which such person has:
 (i) sole power to vote or to direct the vote:
 - 0 -
 (ii) shared power to vote or to direct the vote:
 - 0 -
 (iii) sole power to dispose or to direct the disposition of:
 - 0 -
 (iv) shared power to dispose or to direct the disposition of:
 - 0 -

Item 5) Ownership of Five Percent or less of a class:
 If this statement is being filed to report the fact that as of the
 date hereof the reporting person has ceased to be the beneficial
 owner of more than 5 percent of the class of securities,
 check the following [X].


Item 6) Ownership of more than Five Percent on behalf of another person:


Item 7) Identification and classification of the subsidiary which
 acquired the security being reported on by the parent
 holding company:
 n/a

Item 8) Identification and classification of members of the group:
 ClearBridge Advisors, LLC
 Smith Barney Fund Management LLC



Item 9) Notice of dissolution of group:
 n/a

Item 10) Certification:

By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that
purpose or effect.

 Signature
 -----------

 After reasonable inquiry and to the best of my knowledge and belief,
 I certify that the information set forth in this statement is true,
 complete and correct.


 --------------------------------
 Date June 2, 2008


ClearBridge Advisors, LLC

By: /s/ Terrence J. Murphy
 Terrence J. Murphy, Chief Operating Officer

Smith Barney Fund Management LLC

By: /s/ Terrence J. Murphy
 Terrence J. Murphy, Chief Operating Officer






Exhibit A
Joint Filing Agreement

--------------------------------------
 This Joint Filing Agreement confirms the agreement by and among the
undersigned that the Schedule 13G is filed on behalf of (i) each member of
the group identified in Item 8 and (ii) the other reporting person(s)
identified in Item 6 that may be deemed to beneficially own more than
five percent of the issuers outstanding equity securities.




ClearBridge Advisors, LLC

By: /s/ Terrence J. Murphy
 Terrence J. Murphy, Chief Operating Officer

Smith Barney Fund Management LLC

By: /s/ Terrence J. Murphy
 Terrence J. Murphy, Chief Operating Officer