UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549








FORM
10-Q/A


Amendment
No. 1





[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934





For the
quarterly period ended March 31,
2009





or





[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934





For the
transition period from _____to______





Commission
File Number 1-4436





THE
STEPHAN CO.


(Exact
name of registrant as specified in its charter)








Florida
            59-0676812(State
      or other jurisdiction of incorporation or organization)
            (IRS
      Employer Identification No.)








1850 West
McNab Road, Fort Lauderdale, Florida 33309


(Address
of principal executive offices)(Zip Code)





Registrant’s
telephone number, including area code: (954) 971-0600





Former
name, former address and former fiscal year, if changed since last report: not
applicable.








Indicate
by check mark whether the Registrant (1) has filed all reports required to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the Registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.    YES [X]     NO
[  ]








Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See definitions of "large accelerated filer,” “accelerated
filer" and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.





Large
      accelerated filer [  ]
            Accelerated
      filer [  ]
            Non-accelerated
      filer [  ]
            Smaller
      reporting company [X]


(Do not check if a smaller reporting
company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).   YES
[  ]    NO [X]








Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date:








4,252,675
shares of common stock, $0.01 par value, as of April 30, 2009








EXPLANATORY
NOTE





The Stephan Co. files this amendment on
Form 10-Q/A to revise Part II, Item 6, of the Quarterly Report on Form 10-Q for
the quarter ended March 31, 2009, that was filed on May 20, 2009 (the “Report”),
to correct the title and inadvertent omission of Exhibit 10.26.  This
amendment continues to speak as of the date of the Report and, except as
specifically provided hereby, this amendment does not otherwise alter any part
of the Report.  Accordingly, this amendment does not reflect events
occurring after the filing of the Report or modify or update any related or
other disclosures.











2





THE
STEPHAN CO. AND SUBSIDIARIES





FORM
10-Q/A


Amendment
No. 1





For the
Quarter Ended March 31, 2009





INDEX











PART
II – OTHER INFORMATION





PageItem
      6:
            Exhibits
            4Signature
            
            5








3





Item
6: Exhibits


Exhibit
      10.26
            Supplemental
      Letter from Frank F. Ferola to the Company’s Secretary dated April 27,
      2009.Exhibit
      31.1
            Certification
      of Chief Executive OfficerExhibit
      31.2
            Certification
      of Chief Financial Officer








4





SIGNATURE





Pursuant
to the requirements of Section 13 of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto, duly authorized.








THE
STEPHAN CO.








By: 
/s/ Robert C.
Spindler


Robert C.
Spindler


Chief
Financial Officer


May 22,
2009








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