SECURITIES AND EXCHANGE  COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q


  Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934



   For the Quarterly Period Ended March 31, 1999

   Commission File No. 1-4436



THE STEPHAN CO.
(Exact Name of Registrant as Specified in its Charter)



               Florida                               59-0676812
   (State or Other Jurisdiction of               (I.R.S Employer
   Incorporation or Organization)               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


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



                (APPLICABLE ONLY TO CORPORATE ISSUERS)



Indicate the number of shares outstanding of each of the issuer's classes 
of common stock, as of the latest practicable date.




         Shares of Common Stock outstanding as of May 15, 1999:


                              4,725,858                     




                       THE STEPHAN CO. AND SUBSIDIARIES
                    QUARTERLY REPORT PURSUANT TO SECTION 13 
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                                MARCH 31, 1999


                                    INDEX

                                                               PAGE NO.
PART I.    FINANCIAL INFORMATION

           ITEM 1.  Financial Statements

           Consolidated Balance Sheets as of
           March 31, 1999 and December 31, 1998                  3-4

           Consolidated Statements of Operations for the
           Quarter ended March 31, 1999 and 1998                  5   

           Consolidated Statements of Cash Flows for the
           Quarter ended March 31, 1999 and 1998                 6-8 

           Notes to Consolidated Financial Statements            9-13

           ITEM 2.  Management's Discussion and Analysis
                    of Financial Condition and 
                    Results of Operations.                      14-17

PART II.   OTHER INFORMATION 
 
           ITEM 6.  Exhibits and Reports on Form 8-K             18


SIGNATURES                                                       19

CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR
PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report contains certain "forward-looking" statements.  The Stephan Co. 
(the "Company") desires to take advantage of the "safe harbor" provisions 
of the Private Securities Litigation Reform Act of 1995 and is including 
this statement for the express purpose of availing itself of the 
protections of such safe harbor with respect to all such forward-looking 
statements.  Forward-looking statements contained herein include statements 
with respect to the (i) anticipated gross profit margins and profitability 
(or lack thereof) of acquired entities and (ii) the ability to reduce costs 
and (iii) the institution and outcome of litigation commenced against the 
Company in respect of its overstatement of operating results for 1998 
interim periods and any risks, uncertainties and problems inherent in such 
litigation.  The Company's ability to predict any such occurrences or the 
effect of other events on the Company's financial condition or operations 
is inherently uncertain.  Therefore, the Company cautions each reader of 
this report to carefully consider the specific factors and qualifications 
discussed herein with respect to such forward-looking statements, as such 
could affect the ability of the Company to achieve its objectives and may 
cause actual results to differ materially from those anticipated herein.

                                  2


                       THE STEPHAN CO. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS




                                   ASSETS



                                          March 31,          December 31,
                                            1999                 1998
                                         (UNAUDITED)
                                        ____________         ____________
 
CURRENT ASSETS

 Cash and cash equivalents              $  8,534,131         $  8,081,762

 Cash on deposit with trustee                257,038              270,684

 Accounts receivable, net                  4,719,196            4,680,170

 Inventories, net                         14,552,509           15,286,370

 Income taxes receivable                      57,925               83,888

 Prepaid expenses and other
  current assets                             258,460              219,897
                                        ____________         ____________

   TOTAL CURRENT ASSETS                   28,379,259           28,622,771

PROPERTY, PLANT AND EQUIPMENT, net         3,096,163            3,120,658

INTANGIBLE ASSETS, net                    26,765,169           27,086,358

OTHER ASSETS                               2,219,770            2,432,278
                                        ____________         ____________

   TOTAL ASSETS                         $ 60,460,361         $ 61,262,065
                                        ============         ============











              See notes to Consolidated Financial Statements

                             

                                  3    


                      THE STEPHAN CO. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS


                           
                   LIABILITIES AND STOCKHOLDERS' EQUITY


                                        March 31,            December 31,
                                          1999                   1998
                                       (UNAUDITED)
                                       ___________           ____________
CURRENT LIABILITIES

 Accounts payable and
  accrued expenses                    $  2,276,049           $  3,126,756

 Note payable to bank                      400,000                400,000

 Current portion of
  long-term debt                         2,174,996              1,804,971
                                      ____________           ____________

   TOTAL CURRENT LIABILITIES             4,851,045              5,331,727
                                                                         
DEFERRED INCOME TAXES                      593,838                554,017

LONG-TERM DEBT                          10,984,286             11,718,169
                                      ____________           ____________

   TOTAL LIABILITIES                    16,429,169             17,603,913
                                      ____________           ____________
STOCKHOLDERS' EQUITY

  Common stock, $.01 par value              47,259                 47,259
  Additional paid in capital            19,692,043             19,692,043
  Retained earnings                     25,643,453             25,270,413
                                      ____________           ____________
                                        45,382,755             45,009,715
  LESS 125,000 CONTINGENTLY
    RETURNABLE SHARES                   (1,351,563)            (1,351,563)
                                      ____________           ____________
  TOTAL STOCKHOLDERS' EQUITY            44,031,192             43,658,152
                                      ____________           ____________
TOTAL LIABILITIES AND 
  STOCKHOLDERS' EQUITY                $ 60,460,361           $ 61,262,065
                                      ============           ============







              See notes to Consolidated Financial Statements

                                                                      
                                  4    


                      THE STEPHAN CO. AND SUBSIDIARIES
              UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS



                                                    Quarter Ended
                                                    March 31, 1999
                                             ===========================  

                                                 1999             1998
                                             ___________      ___________ 

NET SALES                                    $ 8,587,870      $ 7,650,687

COST OF GOODS SOLD                             4,771,112        2,748,099
                                             ___________      ___________ 

GROSS PROFIT                                   3,816,758        4,902,588
                                                                            
SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES                      2,998,336        2,731,704
                                             ___________     ____________
  
OPERATING INCOME                                 818,422        2,170,884

OTHER INCOME(EXPENSE)
  Interest income                                 86,801           99,026
  Interest expense                              (204,606)        (186,430)
  Other                                           40,000           31,250
                                             ___________      ___________ 

INCOME BEFORE TAXES                              740,617        2,114,730

INCOME TAXES                                     273,060          702,050
                                             ___________      ___________

NET INCOME                                   $   467,557      $ 1,412,680 
                                             ===========      ===========

BASIC AND DILUTED EARNINGS PER SHARE         $       .10      $       .33
                                             ===========      ===========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING                          4,600,858        4,340,024 
                                             ===========      ===========  










              See Notes to Consolidated Financial Statements

                              
                                  5
                

                      THE STEPHAN CO. AND SUBSIDIARIES
              UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                           

                                                    Quarter Ended
                                                    March 31, 1999 
                                              ==========================

                                                 1999            1998 
                                              __________      __________  
CASH FLOWS FROM OPERATING ACTIVITIES:

 Net income                                  $   467,557     $ 1,412,680
                                              __________      __________
 Adjustments to reconcile net income to
  cash flows used in
  operating activities:

   Depreciation                                  124,672          77,429

   Amortization                                  294,448         288,008

   Deferred income taxes                          39,821          74,175

   Provision for doubtful accounts                32,041          15,240

   Changes in operating assets and
   liabilities, net of effects of
   acquisitions:

     Accounts receivable                         (71,067)       (412,117)
  
     Inventory                                   733,861      (1,047,833)

     Income taxes receivable                      25,963            -
  
     Prepaid expenses
      and other current assets                   (38,563)         14,671 

     Other assets                                212,508          50,179
   
     Accounts payable
      and accrued expenses                      (823,966)       (177,956)

     Income taxes payable                           -           (201,635)
                                             ___________     ___________

     Total adjustments                           529,718      (1,319,839)
                                             ___________     ___________
Net cash flows provided       
 by operating activities                         997,275          92,841 
                                             ___________     ___________


              See Notes to Consolidated Financial Statements


                                  6


                       THE STEPHAN CO. AND SUBSIDIARIES
               UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                          

 
                                                    Quarter Ended
                                                    March 31, 1999        
                                             ===========================
   
                                                 1999             1998 
                                             ___________      ___________  

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 Cash acquired from acquisition                     -               5,000 

 Decrease in cash on deposit with trustee         13,646             -
       
 Purchase of property, plant
  and equipment                                 (100,177)        (216,707) 

 Purchase of intangible assets                      -             (85,291)
                                              ___________      ___________

Net cash flows used in
 investing activities                            (86,531)        (296,998)
                                             ___________      ___________
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 Repayments of long-term debt                   (363,858)        (505,224) 

 Repayment of notes payable                         -          (3,077,637)

 Proceeds from note payable to bank                 -           4,000,000

 Dividends paid                                  (94,517)         (88,376)
                                             ___________      ___________
Net cash flows (used in)/provided by 
 financing activities                           (458,375)         328,763 
                                             ___________      ___________
NET CHANGE IN CASH AND 
 CASH EQUIVALENTS                                452,369          124,606 

CASH AND CASH EQUIVALENTS,
 BEGINNING OF PERIOD                           8,081,762        8,491,174
                                             ___________      ___________ 
CASH AND CASH EQUIVALENTS,
 END OF PERIOD                               $ 8,534,131      $ 8,615,780    
                                             ===========      ===========   




              See Notes to Consolidated Financial Statements

                             

                                  7


                       THE STEPHAN CO. AND SUBSIDIARIES
               UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 QUARTER MONTHS ENDED MARCH 31, 1999 AND 1998




Supplemental Disclosures of Cash Flow Information:


          Interest Paid                      $   246,330      $   194,220
                                             ===========      ===========  
          Income Taxes Paid                  $   317,440      $   810,000
                                             ===========      ===========   

             

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

In connection with the acquisition of certain assets of Morris-Flamingo, 
L.P., and related parties, on March 18, 1998, the Company acquired cash,  
accounts receivable, inventories, prepaid expenses, fixed and intangible 
assets in exchange for the issuance of Common Stock with the approximate 
value of $3,700,000 and the assumption of certain liabilities.




























              See Notes to Consolidated Financial Statements

                             


                                  8


                      THE STEPHAN CO. AND SUBSIDIARIES
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                   QUARTER ENDED MARCH 31, 1999 AND 1998


NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         BASIS OF PRESENTATION:    In the opinion of management, all  
adjustments necessary for a fair presentation of financial position and   
results of operations are reflected in the interim financial statements.

         PRINCIPLES OF CONSOLIDATION:  The consolidated financial 
statements include the accounts of The Stephan Co. and its wholly-owned 
subsidiaries, Foxy Products, Inc., Old 97 Company, Williamsport Barber and 
Beauty Supply Corp., Stephan & Co., Scientific Research Products, Inc. of 
Delaware, Trevor Sorbie of America, Inc., Stephan Distributing, Inc. and 
Morris Flamingo-Stephan, Inc. (collectively, the "Company").  All 
significant intercompany balances and transactions have been eliminated in 
consolidation.
          
         NATURE OF OPERATIONS:  The Company is engaged in the manufacture, 
sale, and distribution of hair and personal care grooming products 
throughout the United States. Statement of Financial Accounting Standards 
No. 131, "Disclosures About Segments of an Enterprise and Related 
Information" requires the reporting of segment information using a 
"management approach" as it relates to the operating segments of a 
business.  The Company has allocated substantially all of its business into 
three segments, which include professional hair care products and 
distribution, retail personal care products and manufacturing.
    
         USE OF ESTIMATES:  The preparation of consolidated financial 
statements in conformity with generally accepted accounting principles 
requires management to make estimates and assumptions that affect the 
reported amounts of assets and liabilities and disclosure of contingent 
assets and liabilities at the date of the consolidated financial statements 
and the reported amounts of revenues and expenses during the reporting 
period.  Actual results could differ from those estimates.

         MAJOR CUSTOMERS:  The Company performs ongoing credit evaluations 
of its customers' financial condition and, generally, requires no 
collateral.  The Company does not believe that credit risk represents a 
material risk of loss to the Company.  However, the loss of one or more 
significant customers could have a material adverse effect on the Company.

         LONG-LIVED ASSETS:   SFAS No. 121, "Accounting for the Impairment 
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", 
establishes accounting standards for the impairment of long-lived assets, 
certain identifiable intangibles, and goodwill related to those assets to 
be held and used, and for long-lived assets and certain identifiable 
intangibles to be disposed of. SFAS No. 121 did not have a material
effect on the Company's financial position or results of operations.
         
         STOCK-BASED COMPENSATION:  On January 1, 1996, the Company adopted 
SFAS No. 123, "Accounting for Stock-Based Compensation", which permits 
entities to recognize as expense over the vesting period the fair value of 
all stock-based awards on the date of grant.  Alternatively, SFAS No. 123 

                                  9


                      THE STEPHAN CO. AND SUBSIDIARIES
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                   QUARTER ENDED MARCH 31, 1999 AND 1998

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

allows entities to continue to measure compensation cost for stock-based 
awards using the intrinsic value based method of accounting prescribed by
APB Opinion No. 25, "Accounting for Stock Issued to Employees", and to 
provide pro forma net income and pro forma earnings per share disclosures 
as if the fair value method defined in SFAS No. 123 had been applied.  The 
Company has elected to continue to apply the provisions of APB Opinion No. 
25 and provide the pro forma disclosure provisions in accordance with SFAS 
No. 123. 

         FAIR VALUE OF FINANCIAL INSTRUMENTS:  Statement of Financial 
Accounting Standards No. 107, "Disclosure about Fair Value of Financial 
Instruments", requires disclosure of the fair value of financial 
instruments, both assets and liabilities, recognized and not recognized in 
the consolidated balance sheets of the Company, for which it is practicable 
to estimate fair value.  The estimated fair values of financial instruments 
which are presented herein have been determined by the Company using 
available market information and recognized valuation methodologies.  
However, considerable judgment is required in interpreting market data to 
develop estimates of fair value.  Accordingly, the estimates presented 
herein are not necessarily indicative of amounts the Company could realize 
in a current market sale of such instrument.

          The following methods and assumptions were used to estimate fair 
value:

     - the carrying amounts of cash and cash equivalents, receivables and 
accounts payable approximate fair value due to their short term nature;
    
     - discounted cash flows using current interest rates for financial 
instruments with similar characteristics and maturity were used to 
determine the fair value of notes payable and debt.
    
There were no significant differences as of March 31, 1999 and December 31, 
1998 in the carrying value and fair market value of financial instruments.

         CASH AND CASH EQUIVALENTS:    Cash and cash equivalents include 
cash, certificates of deposit, and short-term municipal bonds having 
maturities of 90 days or less.  Also included in cash and cash equivalents 
is a $400,000 certificate of deposit pledged as collateral against a 
$400,000 note payable to bank.  The Company maintains cash deposits at 
certain financial institutions in amounts in excess of federally insured 
limits of $100,000.  Cash and cash equivalents held in interest-bearing 
accounts as of March 31, 1999 and December 31, 1998 were approximately 
$7,955,000 and $7,121,000, respectively.

         INVENTORIES:  Inventories are stated at the lower of cost 
(determined on a first-in, first-out basis) or market.




                                  10


                      THE STEPHAN CO. AND SUBSIDIARIES
               NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                   QUARTER ENDED MARCH 31, 1999 AND 1998 

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         Inventories were as follows:

                                       March 31,           December 31,
                                         1999                  1998
                                      ____________         ____________

Raw Materials                         $  3,814,437         $  4,042,217
Packaging and components                 4,363,109            4,375,596
Work in progress                           948,570              959,057
Finished goods                           7,137,777            7,848,046
                                      ____________         ____________

                                      $ 16,263,893         $ 17,224,916
Less: Amount included in
      other assets                      (1,711,384)          (1,938,546)
                                      ____________         ____________
                                      
                                      $ 14,552,509         $ 15,286,370
                                      ============         ============

     Raw materials include surfactants, chemicals and fragrances used in 
the production process.  Packaging materials include cartons, inner sleeves  
and boxes used in the actual product, as well as outer boxes and cartons 
used for shipping purposes.  Components are the actual bottles or 
containers (plastic or glass), jars, caps, pumps and similar materials that 
will be part of the finished product.  Finished goods also include hair 
dryers, electric clippers, lather machines, scissors and salon furniture.

     Included in other assets are raw materials, packaging and components 
inventory not anticipated to be utilized in less than one year. 
       
         PROPERTY, PLANT AND EQUIPMENT:    Property, plant and equipment 
are recorded at cost.  Routine repairs and maintenance are expensed as 
incurred.  Depreciation is provided on a straight line basis over the 
estimated useful lives of the assets as follows:

       Buildings and improvements                        15-30 years
       Machinery and equipment                           5-10 years
       Furniture, fixtures and office equipment          3-5 years       

         INTANGIBLE ASSETS:     Intangible assets are amortized using the 
straight-line method based on the following estimated useful lives:

              Goodwill                           20-40 years
              Covenant not to compete            7 years
              Trademarks                         20-40 years
              Deferred acquisition costs         10 years 

     


                                  11


                      THE STEPHAN CO. AND SUBSIDIARIES
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                   QUARTER ENDED MARCH 31, 1999 AND 1998


NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     The amount of impairment, if any, in unamortized Goodwill is measured 
based on projected future results of operations.  To the extent future 
results of operations of those subsidiaries to which the Goodwill relates 
over the period such Goodwill is being amortized are sufficient to absorb 
the amortization of Goodwill, the Company has deemed there to be no 
impairment of Goodwill.

         INCOME TAXES:  Income taxes are calculated under the asset and 
liability method of accounting.  Deferred income taxes are recognized by 
applying the enacted statutory rates applicable to future year differences 
between the financial statement carrying amounts and the tax basis of 
existing assets and liabilities.  A valuation allowance is recorded when it 
is more likely than not that some portion or all of the deferred tax asset 
will not be realized.

         BASIC AND DILUTED EARNINGS PER SHARE:  Basic and diluted earnings 
per share are computed by dividing net income by the weighted average 
number of shares of common stock outstanding.  The weighted average number 
of shares outstanding was 4,600,858 for the quarter ended March 31, 1999 
and 4,340,024 for the quarter ended March 31, 1998. 

         NEW FINANCIAL ACCOUNTING STANDARDS:  In June, 1997, the Financial 
Accounting Standards Board (FASB) issued SFAS No. 130, "Reporting 
Comprehensive Income" and SFAS. No. 131, "Disclosures about Segments of an 
Enterprise and Related Information".  The provisions of SFAS No. 130 were 
adopted by the Company in the first quarter of 1998.  This statement 
establishes standards for the reporting of comprehensive income and its 
components.  Implementation of this disclosure standard did not affect the 
Company's financial position, results of operations or the manner in which 
financial information is currently presented.  In accordance with SFAS No. 
131, the Company is required to modify or expand the financial statement 
disclosures for operating segments, products and services, and geographic 
areas.  Implementation of this disclosure standard, which was adopted in 
the year ended December 31, 1998, did not affect the Company's financial 
position or results of operations.

         In June, 1998, the FASB issued SFAS No. 133, "Accounting for 
Derivative Instruments and Hedging Activities".  The Statement provides 
guidance for the recognition and measurement of derivatives and hedging 
activities.  This statement is not expected to have a material impact on 
the Company's financial position, results of operations or cash flows.

NOTE 2: SEGMENT INFORMATION

     The Company adopted SFAS No. 131, "Disclosures about Segments of an 
Enterprise and Related Information", effective for the year ended December 
31, 1998.  In accordance with the guidelines established by SFAS No. 131, 
the Company has identified three reportable operating segments, based upon 
how management evaluates its business.  These segments are Professional 

                                  12


                      THE STEPHAN CO. AND SUBSIDIARIES
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                   QUARTER ENDED MARCH 31, 1999 AND 1998


NOTE 2: SEGMENT INFORMATION (continued)

Hair Care Products and Distribution ("Professional"), Retail Personal Care 
Products ("Retail"), and Manufacturing.  The Professional segment generally 
has as a customer base distributors who purchase the Company's hair 
products and beauty and barber supplies for sale to salons and barber 
shops.  The customer base for the Retail segment is mass merchandisers, 
chain drug stores and supermarkets who sell the product to the end user.  
The Manufacturing segment manufactures products for the different 
subsidiaries of the Company, as well as manufacturing private label brands 
for customers.

     The Company conducts operations primarily in the United States and 
sales to international customers are not material to consolidated revenues.  
The following table, in thousands, summarizes Net Sales and Income Before 
Income Taxes by reportable segment: 


                                              INCOME BEFORE 
                            NET SALES         INCOME TAXES
                         _______________     _______________
  
                          Quarter Ended       Quarter Ended
                            March 31,           March 31,
                           1999    1998        1999     1998
			          _______________     _______________
Professional             $ 5,317 $ 4,245     $ (153)  $  902 
Retail                     2,455   2,583        770      830 
Manufacturing              2,797   3,306        301      611 
                         _______ _______     ______  _______
   Total                  10,569  10,134        918    2,343 

Intercompany
  Manufacturing           (1,981) (2,483)      (177)    (228) 
                         _______ _______     ______  _______ 
   Consolidated          $ 8,588 $ 7,651     $  741  $ 2,115 
                         ======= =======     ======  ======= 















                                  13


                   THE STEPHAN CO. AND SUBSIDIARIES
               QUARTERLY REPORT PURSUANT TO SECTION 13
                OF THE SECURITIES EXCHANGE ACT OF 1934
                       MARCH 31, 1999 AND 1998

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS.

OVERVIEW

     The first quarter of 1999, while disappointing when compared to the 
first quarter of 1998, was encouraging in light of the poor performance the 
Company had for the year ended December 31, 1998.  Sales, gross profit 
margins and selling, general and administrative expenses showed improvement 
when compared to the fourth quarter of 1998.  The Company is aggressively 
working to control costs in order to return to higher profit margins and 
higher net income. 

RESULTS OF OPERATIONS

     Sales for the first quarter of 1999 increased 12%, to $8,588,000, 
compared to sales of $7,651,000 for the quarter ended March 31, 1998.  The 
increase in sales can be principally attributed to revenues provided from 
the Morris-Flamingo acquisition.

     While sales increased over the corresponding quarter of 1998, largely  
as a result of the Morris-Flamingo, L.P. acquisition, the Morris Flamingo 
sales had a significantly lower gross profit level than other divisions or 
subsidiaries of the Company.  Gross profit decreased by approximately  
$1,100,000, to $3,817,000, due to the change in the overall sales mix 
discussed above and a decline in the sales and gross profit margins of 
certain other retail and professional brands. 

     Overall, the gross profit margin decreased to 44.4% for the quarter 
ended March 31, 1999 when compared to the 64.1% achieved in the first 
quarter of 1998.  This decline was a result of the factors mentioned above. 
However, the gross profit margin has increased from the overall gross 
profit of 1998, when it dropped to 38.2%.  While the Company is optimistic 
that it can continue to improve the gross profit margin, it is still 
expected to be adversely impacted in future quarters as a result of the 
lower gross margins generated by Morris-Flamingo sales.  Efforts and 
initiatives to reduce costs of sales continue with extensive line reviews 
and evaluations of suppliers in an effort to improve the gross margin and 
the overall profitability of Morris-Flamingo, as well as the Company as a 
whole.   

     Net income was $468,000, decreasing 67%, or $945,000, from the first 
quarter of 1998, when it was approximately $1,413,000.  Basic earnings per 
share, computed on a higher weighted average number of shares outstanding 
due to the Morris-Flamingo acquisition, decreased 69% to $.10 for the first 
quarter ended March 31, 1999 when compared to $.33 for the first quarter of 
1998.

     Selling, general and administrative expenses increased by 
approximately $267,000, to $2,998,000 when compared to last year's first 
quarter total of $2,732,000.  When compared, however, to the selling,

                                  14                            
 

                   THE STEPHAN CO. AND SUBSIDIARIES
               QUARTERLY REPORT PURSUANT TO SECTION 13
                OF THE SECURITIES EXCHANGE ACT OF 1934
                       MARCH 31, 1999 AND 1998

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS (continued).

general and administrative expenses incurred in the fourth quarter of 1998, 
the Company was able to reduce these expenses by approximately $290,000.  
While the Company is continuing in its efforts to control selling, general 
and administrative expenses, however there are no assurances that these 
expenses will continue to decline in the future.  Interest expense for the 
quarter increased approximately $18,000 as a result of interest paid on 
incremental long-term borrowings used to acquire Morris-Flamingo, L.P.  
Income taxes for the first quarter of 1999 decreased almost $430,000 as a 
result of significantly lower operating income.
     
LIQUIDITY & CAPITAL RESOURCES

     Cash and cash equivalents increased slightly more than $450,000, to 
$8,534,000.  Inventory  decreased $734,000 from 1998.  The reduction in 
inventory is indicative of the Company's efforts to reduce the amount of 
inventory on hand, especially as it relates to Morris Flamingo.  The 
Company still finds it necessary, however, to carry a larger inventory than 
in past years due to the significant amount of Stock Keeping Units (SKU's) 
the Company must manufacture and carry.  As such, many more chemicals, raw 
materials, components, packaging and finished goods are required to be kept 
in stock in order to ensure product availability.  It is also anticipated 
that inventory may rise in the near term due to changing regulations in 
California as it relates to the alcohol content of certain products.  
Inventory manufactured prior to June 1, 1999 will not be subject to the 
more stringent regulations.

     Expenditures for new equipment, as well as other additions to fixed 
assets, continued in the first quarter of 1999 in an effort to increase 
production capabilities to meet product and customer requirements.  As 
indicated in the Company's annual report for the year ended December 31, 
1998, the Company anticipates that it will spend approximately $1,000,000 
to construct new warehousing on existing land adjacent to the Tampa 
manufacturing facility in an effort to consolidate off-site locations and 
reduce rental expense. These improvements will either be funded from 
existing cash resources or new borrowings, depending upon available cash 
and current interest rates.

     Total current assets at March 31, 1999 was $28,379,000 compared to
$28,623,000 at December 31, 1998.  Working capital increased approximately 
$237,000 when compared to December 31, 1998.  The Company is subject
to various financial covenants with respect to working capital, current
maturity coverage and funded debt ratios under the loan agreements with a 
bank.  At March 31, 1999, the Company was in compliance with the modified 
requirements of the covenants, under the terms of waiver received 
subsequent to the year ended December 31, 1998.

Subsequent to the year ended December 31, 1998, the Company discovered that 
the method used to estimate interim inventory figures resulted in the

                                  15


                   THE STEPHAN CO. AND SUBSIDIARIES
               QUARTERLY REPORT PURSUANT TO SECTION 13
                OF THE SECURITIES EXCHANGE ACT OF 1934
                       MARCH 31, 1999 AND 1998

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS (continued).

use of incorrect inventory amounts and cost of sales in the financial 
information of the second and third quarters of 1998. This error was 
caused, in part, by the change in sales mix of the business as a result of 
the Morris Flamingo acquisition and a decline in the sales and historical 
gross profit margins of certain retail and professional brands.  Subsequent 
to the Company's April 1, 1999 press release referencing the foregoing, the 
Company has learned that it has been named in two lawsuits seeking to 
recover damages by shareholders who may have been adversely affected by 
these inaccurate interim financial statements.  The Company has agreed to 
indemnify its officers and directors and believes it has meritorious 
defenses against these allegations.  However, it is impossible to predict 
the outcome of any such matters as many unknown factors exist such as the 
likelihood of future claims, insurance limits, and the outcome of jury 
trial. 

YEAR 2000 COMPUTER SYSTEMS COMPLIANCE

     The Year 2000, or Y2K problem, relates to the inability of computer 
systems to properly recognize and process date sensitive information.  Many 
older computer software programs refer to years by their final two digits, 
thus some computer systems may interpret the year 2000 as 1900, and cause 
date related or operational failures.  The problems caused by these 
potential system failures may have a more significant impact on certain 
types of businesses or industries than others, and these factors must be 
taken into consideration when assessing the overall risk that a company may
be exposed to.  Management has determined that the Company's Year 2000 
compliance project takes all relevant factors into consideration when 
determining that the risk of business disruption would be limited due to 
the nature of the business the Company is involved in, the degree of 
sophistication of customers and suppliers, and the financial stability of 
the Company itself.

      While it is the Company's assessment that its risk of exposure to Y2K 
problems are low, certain Year 2000 risk factors could have a material 
adverse effect on results of operations, liquidity and financial condition.  
For the most part, these risks are not within the Company's control.  These 
risk factors include, but are not limited to, unexpected failures by 
significant business suppliers and/or customers, extended failures by 
public utility companies or common carriers supplying goods or services to 
the Company or delivering finished product manufactured by the Company, or 
failures in the banking system and/or capital markets.

     The Company has completed an assessment of its Information Technology 
(IT) systems in conjunction with the integration of the software and 
hardware currently in use and has determined that sales and accounts
receivable comprise the more significant IT systems that might be affected 
by the Y2K problem.  The Company believes that there currently is in place
sufficient collateral or alternative methods of maintaining information

                                  16


                    THE STEPHAN CO. AND SUBSIDIARIES
                QUARTERLY REPORT PURSUANT TO SECTION 13
                OF THE SECURITIES EXCHANGE ACT OF 1934
                       MARCH 31, 1999 AND 1998

ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS (con't).

should other IT systems fail.  Costs related to the overall assessment of 
the Company's Y2K readiness are not material.

     The Company purchases all of its raw materials, components and
packaging from third party suppliers, and as such, may be at risk from
suppliers who may not be Y2K compliant.  The inability or failure of 
suppliers to be Y2K compliant  may result in shortages that could adversely
impact the operations and condition of the Company.  While it is difficult 
to accurately project the disruptions that may occur under these
circumstances, the Company believes that it maintains a sufficient level of 
inventory that would mitigate the disruption caused by an inability of one 
or more current suppliers to fulfill the Company's orders.  On the basis of
communications and correspondence with existing suppliers, the Company has
determined that most suppliers are attempting to be, or are already, Y2K 
compliant.

     In addition to the above, the Company has determined that there may 
also be a risk arising from the inability of customers who are not Y2K 
compliant to pay their invoices in a timely manner.  The Company believes 
it has adequate resources to lessen any disruption in sales and or cash 
flow that may occur as a result of this and will continue to assess this 
risk through Y2K readiness inquiries with customers.
  
     As it relates specifically to the Company's and its subsidiaries' 
computer systems and software, the Company is in the process of converting 
all of its existing computer systems.  The software in use is anticipated 
to be updated by the third quarter of 1999 (at no additional cost other 
than the normal quarterly software maintenance fee paid by the Company), at 
which time the Company believes such software will be Year 2000 compliant.  
The Company currently uses a consultant to assist in the implementation of 
the hardware and software system, and he is also monitoring the Y2K upgrade 
procedures and related Company upgrade and integration plans.  Based upon 
the Company's current readiness and the procedures that have been 
implemented, the Company does not anticipate costs relating to Year 2000 
problems to have any material adverse effect on its financial condition, 
results of operations or cash flows.  While there are no specific 
contingency plans, the Company feels that its overall financial stability, 
the ability to maintain excess inventory quantities, and back-up production 
capabilities will enable the Company to deal with Y2K problems as they 
arise.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     The Company does not participate in derivative or other financial 
instruments for which fair value disclosure would be required under 
Statement of Financial Accounting Standards No. 107.  In addition, the 
Company does not invest in securities that would require disclosure of 
market risk, nor does it have floating rate loans or foreign currency 
exchange rate risks.

                                  17

                      THE STEPHAN CO. AND SUBSIDIARIES
                 QUARTERLY REPORT PURSUANT TO SECTION 13
                 OF THE SECURITIES EXCHANGE ACT OF 1934
                        MARCH 31, 1999 AND 1998           



                         PART II.  OTHER INFORMATION




ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                          

(a) Exhibit 27:  Financial Data Schedule










































                                  18



                                 SIGNATURES



Pursuant to the requirements 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.




   /s/ Frank F. Ferola                                                    
_____________________________________
Frank F. Ferola                                                    
President and Chief Executive Officer
May 21, 1999     




  /s/ David A. Spiegel                                                       
___________________________
David A. Spiegel
Principal Financial and
 Accounting Officer            
May 21, 1999 























                                  19



                                 SIGNATURES



Pursuant to the requirements 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.




 
_____________________________________
Frank F. Ferola                                                     
President and Chief Executive Officer                                     
May 21, 1999





___________________________
David A. Spiegel
Principal Financial and
 Accounting Officer            
May 21, 1999 























                                  19