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 June 30, 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 July 31, 1999:


                              4,669,958




                       THE STEPHAN CO. AND SUBSIDIARIES
                    QUARTERLY REPORT PURSUANT TO SECTION 13
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                               JUNE 30, 1999


                                    INDEX

                                                               PAGE NO.
PART I.    FINANCIAL INFORMATION

           ITEM 1.  Financial Statements

           Consolidated Balance Sheets as of
           June 30, 1999 and December 31, 1998                   4-5

           Unaudited Consolidated Statements of Operations
           for the Six months ended June 30, 1999 and 1998        6

           Unaudited Consolidated Statements of Operations
           for the Three months ended June 30, 1999 and 1998      7

           Unaudited Consolidated Statements of Cash Flows
           for the Six months ended June 30, 1999 and 1998       8-10

           Notes to Unaudited Consolidated Financial
           Statements                                           11-15

           ITEM 2.    Management's Discussion and Analysis
                      of Financial Condition and
                      Results of Operations.                    16-22

           ITEM 3.    Quantitative and Qualitative
                      Disclosure About Market Risk                22


PART II.   OTHER INFORMATION

           ITEM 1.  Legal Proceedings                             23

           ITEM 6.  Exhibits and Reports on Form 8-K              23


SIGNATURES                                                        24













                                  2


                        THE STEPHAN CO. AND SUBSIDIARIES
                    QUARTERLY REPORT PURSUANT TO SECTION 13
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                               JUNE 30, 1999


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.  Such forward looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual results,
condition (financial or otherwise), performance or achievements of The
Stephan Co. and its subsidiaries to be materially different from any future
results, performance, condition or achievements projected, anticipated or
implied by such forward-looking statements.

     Such factors include, but are not limited to, the following: general
economic and business conditions; competition; success of operating
initiatives; development and operating costs; advertising and promotional
efforts; brand awareness; the existence or absence of adverse publicity;
acceptance of new product offerings; changing trends in customer tastes;
the success of multi-branding; changes in business strategy or development
plans; quality of management; availability, terms and deployment of
capital; business abilities and judgment of personnel; availability of
qualified personnel; labor and employee benefit costs; availability and
cost of raw materials and supplies; changes in, or failure to comply with,
law; the ability to successfully integrate newly-acquired businesses and
the ability to reduce costs; 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; and other factors or events referenced in this
Form 10-Q.  The Stephan Co. does not undertake and specifically declines
any obligation to publicly release the results of any revisions which may
be made to any forward-looking statements to reflect events or
circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.

     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 factors could
affect the ability of the Company to achieve its objectives and may cause
actual results to differ materially from those projected or anticipated
herein.








                                  3


                       THE STEPHAN CO. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS



                                   ASSETS



                                           June 30,          December 31,
                                            1999                 1998
                                         (UNAUDITED)
                                        ____________         ____________

CURRENT ASSETS

 Cash and cash equivalents              $  9,738,311         $  8,081,762

 Cash on deposit with trustee                235,441              270,684

 Accounts receivable, net                  4,794,719            4,680,170

 Inventories, net                         14,774,556           15,286,370

 Income taxes receivable                        -                  83,888

 Prepaid expenses and other
  current assets                             283,260              219,897
                                        ____________         ____________

   TOTAL CURRENT ASSETS                   29,826,287           28,622,771

PROPERTY, PLANT AND EQUIPMENT, net         3,023,957            3,120,658

INTANGIBLE ASSETS, net                    26,484,002           27,086,358

OTHER ASSETS                               1,916,887            2,432,278
                                        ____________         ____________

   TOTAL ASSETS                         $ 61,251,133         $ 61,262,065
                                        ============         ============













          See Notes to Unaudited Consolidated Financial Statements


                                  4


                      THE STEPHAN CO. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS



                   LIABILITIES AND STOCKHOLDERS' EQUITY


                                         June 30,            December 31,
                                          1999                   1998
                                       (UNAUDITED)
                                       ___________           ____________
CURRENT LIABILITIES

 Accounts payable and
  accrued expenses                    $  2,573,605           $  3,126,756

 Note payable to bank                      400,000                400,000

 Current portion of
  long-term debt                         1,610,978              1,804,971

 Income taxes payable                      317,903                   -
                                      ____________           ____________

   TOTAL CURRENT LIABILITIES             4,902,486              5,331,727

DEFERRED INCOME TAXES                      684,896                554,017

LONG-TERM DEBT                          10,981,916             11,718,169
                                      ____________           ____________

   TOTAL LIABILITIES                    16,569,298             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                     26,425,322             25,270,413
                                      ____________           ____________
                                        46,164,624             45,009,715
  LESS:125,000 Contingently
       returnable shares                (1,351,563)            (1,351,563)
       28,600 shares of
       treasury stock                     (131,226)                  -
                                      ____________           ____________
  TOTAL STOCKHOLDERS' EQUITY            44,681,835             43,658,152
                                      ____________           ____________
TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                $ 61,251,133           $ 61,262,065
                                      ============           ============



          See Notes to Unaudited Consolidated Financial Statements


                                  5


                       THE STEPHAN CO. AND SUBSIDIARIES
                UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS




                                              Six Months Ended June 30,
                                             ===========================

                                                 1999             1998
                                             ___________      ___________

NET SALES                                    $17,692,653      $16,951,274

COST OF GOODS SOLD                             9,537,348        8,319,427
                                             ___________      ___________

GROSS PROFIT                                   8,155,305        8,631,847

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES                      6,187,767        5,650,218
                                             ___________     ____________

OPERATING INCOME                               1,967,538        2,981,629

OTHER INCOME(EXPENSE)
  Interest income                                189,456          201,686
  Interest expense                              (434,025)        (446,806)
  Other                                          430,000           62,500
                                             ___________      ___________

INCOME BEFORE TAXES                            2,152,969        2,799,009

INCOME TAXES                                     809,026          929,774
                                             ___________      ___________

NET INCOME                                   $ 1,343,943      $ 1,869,235
                                             ===========      ===========

BASIC AND DILUTED EARNINGS PER SHARE         $       .29      $       .42
                                             ===========      ===========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING                          4,597,516        4,470,441
                                             ===========      ===========










          See Notes to Unaudited Consolidated Financial Statements


                                  6


                    THE STEPHAN CO. AND SUBSIDIARIES
              UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS




                                             Three Months Ended June 30,
                                             ===========================

                                                 1999             1998
                                             ___________      ___________

NET SALES                                    $ 9,104,783      $ 9,300,587

COST OF GOODS SOLD                             4,766,236        5,571,328
                                             ___________      ___________

GROSS PROFIT                                   4,338,547        3,729,259

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES                      3,189,431        2,918,514
                                             ___________     ____________

OPERATING INCOME                               1,149,116          810,745

OTHER INCOME(EXPENSE)
  Interest income                                102,655          102,660
  Interest expense                              (229,419)        (260,376)
  Other                                          390,000           31,250
                                             ___________      ___________

INCOME BEFORE TAXES                            1,412,352          684,279

INCOME TAXES                                     535,966          227,724
                                             ___________      ___________

NET INCOME                                   $   876,386      $   456,555
                                             ===========      ===========

BASIC AND DILUTED EARNINGS PER SHARE         $       .19      $       .10
                                             ===========      ===========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING                          4,594,175        4,600,858
                                             ===========      ===========










          See Notes to Unaudited Consolidated Financial Statements


                                  7


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



                                               Six Months Ended June 30,
                                              ==========================

                                                 1999            1998
                                              __________      __________
CASH FLOWS FROM OPERATING ACTIVITIES:

 Net income                                  $ 1,343,943     $ 1,869,235
                                              __________      __________
 Adjustments to reconcile net income to
  cash flows used in
  operating activities:

   Depreciation                                  253,096         167,012

   Amortization                                  599,540         589,458

   Deferred income taxes                         130,879          81,013

   Provision for doubtful accounts                70,407          25,185

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

     Accounts receivable                        (184,956)        361,447

     Inventory                                   511,814      (1,141,821)

     Income taxes receivable                      83,888            -

     Prepaid expenses
      and other current assets                   (63,363)         57,477

     Other assets                                515,391        (790,765)

     Accounts payable
      and accrued expenses                      (536,616)     (1,428,589)

     Income taxes payable                        317,903         664,316
                                             ___________     ___________

     Total adjustments                         1,697,983      (1,415,267)
                                             ___________     ___________
Net cash flows provided
 by operating activities                       3,041,926         453,968
                                             ___________     ___________

          See Notes to Unaudited Consolidated Financial Statements


                                  8


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



                                              Six Months Ended June 30,
                                             ===========================

                                                 1999             1998
                                             ___________      ___________

CASH FLOWS FROM INVESTING ACTIVITIES:

 Cash acquired from acquisition                     -               5,266

 Decrease in cash on deposit with trustee         35,243           80,498

 Purchase of property, plant
  and equipment                                 (156,395)        (379,953)

 Purchase of intangible assets                   (26,172)         (85,291)
                                              ___________      ___________

Net cash flows used in
 investing activities                           (147,324)        (379,480)
                                             ___________      ___________
CASH FLOWS FROM FINANCING ACTIVITIES:

 Repayments of long-term debt                   (930,246)        (914,832)

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

 Acquisition of treasury stock                  (118,773)            -

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

 Dividends paid                                 (189,034)        (176,752)
                                             ___________      ___________
Net cash flows used in
 financing activities                         (1,238,053)        (169,221)
                                             ___________      ___________
NET CHANGE IN CASH AND
 CASH EQUIVALENTS                              1,656,549          (94,733)

CASH AND CASH EQUIVALENTS,
 BEGINNING OF PERIOD                           8,081,762        8,491,174
                                             ___________      ___________
CASH AND CASH EQUIVALENTS,
 END OF PERIOD                               $ 9,738,311      $ 8,396,441
                                             ===========      ===========




          See Notes to Unaudited Consolidated Financial Statements


                                  9


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





Supplemental Disclosures of Cash Flow Information:


                                               Six Months Ended June 30,
                                             ============================

          Interest Paid                      $   541,311      $   418,601
                                             ===========      ===========
          Income Taxes Paid                  $   317,440      $ 1,314,424
                                             ===========      ===========



Supplemental Disclosure of Non-Cash Investing and Financing Activities:

In connection with the acquisition of Morris-Flamingo, L.P. on March 18,
1998, the Company acquired inventories, accounts receivable, fixed and
intangible assets and assumed certain liabilities by issuance of shares of
common stock with an approximate value, at the time of acquisition, of
$3,700,000.

The cost of 3,000 shares of treasury stock repurchased at the end of June,
1999, totaling $12,453, is omitted from the consolidated statements of cash
flows because the settlement date was subsequent to June 30, 1999.





















          See Notes to Unaudited Consolidated Financial Statements




                                  10


                      THE STEPHAN CO. AND SUBSIDIARIES
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                   QUARTER ENDED JUNE 30, 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 eight 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 identified and 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

                                  11


                      THE STEPHAN CO. AND SUBSIDIARIES
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                   QUARTER ENDED JUNE 30, 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 disclosures 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 would actually
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 other debt.

There were no significant differences as of June 30, 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 June 30, 1999 and December 31, 1998 were approximately
$8,501,000 and $7,121,000, respectively.

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





                                  12


                      THE STEPHAN CO. AND SUBSIDIARIES
               NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                   QUARTER ENDED JUNE 30, 1999 AND 1998

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         Inventories were as follows:

                                        June 30,           December 31,
                                          1999                 1998
                                      ____________         ____________

Raw Materials                         $  3,408,897         $  4,042,217
Packaging and components                 4,740,860            4,375,596
Work in progress                           963,178              959,057
Finished goods                           7,212,541            7,848,046
                                      ____________         ____________

                                      $ 16,325,476         $ 17,224,916
Less: Amount included in
      other assets                      (1,550,920)          (1,938,546)
                                      ____________         ____________

                                      $ 14,774,556         $ 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




                                  13


                      THE STEPHAN CO. AND SUBSIDIARIES
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                   QUARTER ENDED JUNE 30, 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 4,597,516 for the six months ended June 30, 1999
and 4,470,441 for the six months ended June 30, 1998.  For the quarter
ended June 30, 1999, the weighted average number of shares outstanding was
4,594,175 and 4,600,858 for the quarter ended June 30, 1998.

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
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 generally mass
merchandisers, chain drug stores and supermarkets who sell the product to
the end user.  The Manufacturing segment manufactures products for
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:






                                  14


                      THE STEPHAN CO. AND SUBSIDIARIES
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                   QUARTER ENDED JUNE 30, 1999 AND 1998


NOTE 2: SEGMENT INFORMATION (continued)



                            NET SALES           NET SALES
                         _______________     _______________

                            Six Months         Three Months
                          Ended June 30,      Ended June 30,
                           1999    1998        1999     1998
            			          _______________     _______________
Professional             $10,772 $10,197     $ 5,455 $ 5,952
Retail                     5,175   5,078       2,720   2,495
Manufacturing              6,672   7,160       3,875   3,854
                         _______ _______     _______ _______
   Total                  22,619  22,435      12,050  12,301

Intercompany
  Manufacturing           (4,926) (5,484)     (2,945) (3,000)
                         _______ _______     _______ _______
   Consolidated          $17,693 $16,951     $ 9,105 $ 9,301
                         ======= =======     ======= =======



                          INCOME BEFORE       INCOME BEFORE
                          INCOME TAXES        INCOME TAXES
                         _______________     _______________

                            Six Months         Three Months
                          Ended June 30,      Ended June 30,
                           1999    1998        1999     1998
            			          _______________     _______________
Professional             $   530 $ 1,129     $  683   $  227
Retail                     1,360   1,028        590      198
Manufacturing                263     642        139      259
                         _______ _______     ______  _______

   Consolidated          $ 2,153 $ 2,799     $1,412  $   684
                         ======= =======     ======  =======


Income Before Income Taxes as shown above reflects an allocation of
corporate overhead expenses incurred by the Manufacturing segment.








                                  15



                   THE STEPHAN CO. AND SUBSIDIARIES
               QUARTERLY REPORT PURSUANT TO SECTION 13
                OF THE SECURITIES EXCHANGE ACT OF 1934
                        JUNE 30, 1999 AND 1998

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

OVERVIEW

     In the second quarter of 1999, the Company continued to improve its
gross margin, when compared to the most recent preceding four quarters,
while continuing to seek to reduce selling, general and administrative
expenses.  In an effort to improve overall performance, the Company
continues to work aggressively to control costs in order to achieve higher
profit margins and higher net income.

     Net sales for the quarter were approximately 2% lower than the
comparable quarter in 1998, declining almost $200,000 for the three months
ended June 30, 1999.  However, net sales for the six months ended June 30,
1999, when compared to the six months ended June 30, 1998, were up
approximately 4%, or $741,000.  The overall decrease in sales for the
second quarter can be principally attributed to a decline in revenues of
the Morris Flamingo-Stephan subsidiary included in the Professional
business segment.  Management is, however, encouraged by an increase in the
Retail business segment.  Increased sales of the "Stiff Stuff" retail
product line for the six months ended June 30, 1999 indicates a renewed
interest in this line by both consumers and major retailers.

RESULTS OF OPERATIONS

     Net sales for the quarter ended June 30, 1999 were $9,105,000 compared
to the $9,301,000 achieved in the comparable second quarter of 1998.  As
indicated above, this decline in net sales is due to a decrease in the net
sales of the Professional segment, and more specifically, the Morris
Flamingo-Stephan subsidiary.  Morris Flamingo-Stephan sales declined
approximately $400,000 from the comparable second quarter of 1998, and
alternatively, approximately $260,000 from the first quarter of 1999,
largely as a result of a managed reduction in the number of items sold by
the company.  As part of the continuing effort to improve the overall gross
profit margin of the subsidiary, certain low margin items have been
discontinued, while sales emphasis has been placed on higher margin items
in quarterly customer mailings.  Net sales of the Sorbie and Image lines of
shampoos, conditioners, and other hair products (referred to as "wet
goods") showed improvement over the first quarter of 1999, increasing
approximately $235,000.  With more active promotions being planned for the
rest of the year, management is optimistic that sales of these brands will
continue to increase.  Television "infomercials", enhanced education
programs for distributors, as well as updated packaging and new, innovative
product line extensions are anticipated to have a positive impact on future
sales of wet goods.

     Net sales of the Retail segment for the second quarter of 1999 showed
improvement over both the comparable second quarter of 1998 and the first
quarter of 1999.  "Stiff Stuff" net sales almost tripled, when compared to
net sales for the comparable period in 1998, and net sales of "Stretch

                                  16


                   THE STEPHAN CO. AND SUBSIDIARIES
               QUARTERLY REPORT PURSUANT TO SECTION 13
                OF THE SECURITIES EXCHANGE ACT OF 1934
                        JUNE 30, 1999 AND 1998

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

Mark", "Balm Barr" and "Protein 29" also showed improvement. Additionally,
retail sales of the Frances Denney product lines showed a modest increase
during the aforementioned periods.  Net sales of the Manufacturing segment
were level for the quarter ended June 30, 1999 when compared to the
comparable period in 1998, but increased approximately 40% when compared to
the first quarter of 1999.  This increase can be attributed to increased
sales of wet goods manufactured for the Company's subsidiaries as well as
an increase in private label sales.

     Largely as a result of controlling expenses by diligent sourcing of
purchases and moderate price increases, gross profit in the second quarter
of 1999 improved to $4,339,000, or 47.6%, compared to restated gross profit
of $3,729,000, or 40.1%, for the quarter ended June 30, 1998.  This
increase of over $600,000 is encouraging to management as efforts continue
to improve gross profit and margins.  When compared to the first quarter of
1999, gross profit increased over $500,000, and the gross profit margin
increased from 44.4% for the quarter ended March 31, 1999 to 47.6% for the
quarter ended June 30, 1999.

     For the quarter ended June 30, 1999, selling, general and
administrative expenses increased $271,000 over the corresponding second
quarter of 1998.  Some of this increase in expenses can be attributable to
additional costs related to the restatement of earnings for the second and
third quarters of 1998, and the corresponding increases in bank fees, legal
and professional expenses incurred in connection with the temporary
restructuring of debt covenants and certain class action litigation
(discussed later).  When the June 30, 1999 quarter's selling, general and
administrative expenses are compared to the selling, general and
administrative expenses incurred in the third and fourth quarters of 1998,
the Company was able to reduce these expenses by approximately $100,000 per
quarter.  Following the acquisition of Morris-Flamingo in mid-March, 1998,
selling, general and administrative expenses had increased to approximately
$3,300,000 in each of the third and fourth quarters of 1998, so management
is pleased with its efforts to reduce these expenses.  While the Company is
continuing its efforts to control these expenses, there can be no
assurances that these expenses will decline in the future, especially in
light of the class action litigations mentioned above and as more fully
described later herein and in the Company's annual report filed on Form
10-K for the year ended December 31, 1998.

     Interest expense for the quarter and six months ended June 30, 1999
decreased approximately $31,000 and $13,000, respectively, from the
corresponding periods in 1998, as a result of the favorable refinancing (in
November, 1998) of debt incurred for various acquisitions, and the
continued reduction in the amount of outstanding debt.  While income taxes
for the six months ended June 30, 1999 decreased due to lower net income,
income taxes for the quarter ended June 30, 1999 increased more than
$300,000 from the 1998 comparable quarter, due to significantly higher

                                  17


                   THE STEPHAN CO. AND SUBSIDIARIES
               QUARTERLY REPORT PURSUANT TO SECTION 13
                OF THE SECURITIES EXCHANGE ACT OF 1934
                        JUNE 30, 1999 AND 1998

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

income in such quarters.

     Net income for the quarter ended June 30, 1999 was $876,000, which was
$420,000 higher than restated net income of $456,000 achieved in the second
quarter of 1998.  Basic earnings per share for the second quarter was $.19,
which represents a 90% increase when compared to a restated $.10 for the
comparable quarter in 1998.  Net income was favorably impacted for the
three and six month periods ended June 30, 1999 by a one-time license fee
in the amount of $350,000 for the use of the Image trademark on certain
fragrances marketed in all countries in which Image has trademark rights.
This license agreement had the effect of increasing basic earnings per
share by approximately $.05, net of taxes, for both the three and six month
period.  Even without the benefit of this one time license fee, net income
for the second quarter of 1999 was over 40% higher when compared to the
corresponding second quarter of 1998, as well as the first quarter of 1999.
Other income also includes a $40,000 royalty fee, received in both the
first and second quarters of 1999, from the licensing of Frances Denney
products.  This minimum fee increased in 1999 from the $31,250 received in
each quarter of 1998.

      Net sales of $17,693,000 is an approximate 4% increase over the net
sales of $16,951,000 for the first six months of 1998.  However, such
increase was largely as a result of the Morris-Flamingo, L.P. acquisition,
which was consummated in mid-March, 1998.  In the Professional segment, net
sales of wet goods for the six months ended June 30, 1999 declined in
comparison to the net sales of the same period in 1998, but an increase in
net sales of the Williamsport subsidiary, coupled with an increase in net
sales of Morris Flamingo-Stephan subsidiary, led to an increase in net
sales for the Professional segment of almost 6%.  Retail segment net sales
increased slightly, primarily as a result of increased sales of "Stiff
Stuff" and "LeKair" products, and Manufacturing segment sales also
increased slightly because private label sales, included in the
Manufacturing segment, increased for the six month period ended June 30,
1999 when compared to the six month period ended June 30, 1998.

     Morris Flamingo had a significantly lower gross profit level than
other subsidiaries of the Company, and as such, the Company's consolidated
gross profit for the six months ended June 30, 1999 decreased by $477,000,
to $8,155,000 as compared to the corresponding 1998 period.  This reduced
gross profit is due to the effect of the Morris Flamingo sales, with its
corresponding lower gross profit margin, and a decline in the sales and
gross profit margins of certain other retail and professional brands, which
adversely affected the consolidated gross profit of the Company.

     Gross profit margin decreased to 46.1% for the six months ended June
30, 1999 when compared to the restated 50.9% achieved in the six months
ended June 30, 1998.  This decline was primarily a result of the factors
mentioned above. However, the gross profit margin has increased from the

                                  18


                   THE STEPHAN CO. AND SUBSIDIARIES
               QUARTERLY REPORT PURSUANT TO SECTION 13
                OF THE SECURITIES EXCHANGE ACT OF 1934
                        JUNE 30, 1999 AND 1998

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

overall annual gross profit margin for 1998, when it declined to 38.2%.
While the Company is optimistic that it can continue to improve its gross
profit margin, it is still expected to be adversely impacted in future
quarters as a result of the lower gross margin generated by Morris-Flamingo
sales.  Efforts and initiatives to reduce cost 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, but given the current mix of sales, it is not
anticipated that the Company will return to the higher gross profit margins
experienced before the Morris-Flamingo acquisition in the near future,
however the Company does expect to eventually achieve a gross profit margin
that is more in line with the historical gross profit margins of the
Company.

     Selling, general and administrative expenses for the six months ended
June 30, 1999 increased $538,000, to $6,188,000, when compared to last
year's comparable six month period total of $5,650,000, primarily due to
the inclusion of Morris Flamingo expenses for a full six month period this
year (the subsidiary was not acquired until mid-March, 1998).

     Net income for the six months ended June 30, 1999 was $1,344,000,
decreasing 28%, or $525,000, from net income for the restated six months
ended June 30, 1998 of approximately $1,869,000.  Basic earnings per share
decreased 30% to $.29 for the six months ended June 30, 1999, when compared
to the restated $.42 for the six months ended June 30, 1998, but was
computed on a higher weighted average number of shares outstanding due to
the Morris-Flamingo acquisition.

LIQUIDITY & CAPITAL RESOURCES

     Cash and cash equivalents increased $1,657,000 from December 31, 1998,
to $9,738,000.  Inventory  decreased $512,000 from the amount of inventory
on hand at December 31, 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.  However, inventory has risen slightly
over the March 31, 1999 balance due to an inventory buildup for seasonal
increases in sales, among other reasons.  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 help ensure product availability.  Inventory has also
temporarily increased due to changing regulations in California as it
relates to the alcohol content of certain products.  Current inventory that
was manufactured prior to June 1, 1999 will not be subject to the more
stringent regulations, so the Company manufactured additional product prior
to that date, in order to forestall price increases that this legislation
is expected to necessitate.  Management believes that this legislation will

                                  19


                   THE STEPHAN CO. AND SUBSIDIARIES
               QUARTERLY REPORT PURSUANT TO SECTION 13
                OF THE SECURITIES EXCHANGE ACT OF 1934
                        JUNE 30, 1999 AND 1998

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

not adversely affect sales or profit margins on these items.

     Expenditures for new equipment, as well as other additions to fixed
assets, continued through the second quarter of 1999 in an effort to
increase production capabilities to meet product and customer requirements.
As previously 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.  In as much as architect's plans and city
permits are still being finalized, no material expenditures have been made
through June 30, 1999.

     In April, 1999, the Board of Directors authorized the repurchase of up
to 1,000,000 shares of the Company's outstanding common stock.  As at June
30, 1999, the Company had repurchased 28,600 shares, at a total cost of
$131,000.  Through July 31, 1999, an aggregate total of 55,900 shares,
costing $249,000, had been repurchased under this program.  Management of
the Company will continue to evaluate market and other conditions to
determine the extent of any future stock repurchases.

     Total current assets at June 30, 1999 were $29,826,000 compared to
$28,623,000 at December 31, 1998.  Working capital increased
$1,633,000 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 agreement with a
bank.  At June 30, 1999, the Company was in compliance with the modified
requirements of these covenants, under the terms of the waiver obtained.

     Subsequent to the year ended December 31, 1998, the Company discovered
that the method used to estimate interim inventory figures resulted in the
use of incorrect inventory and cost of sales amounts 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 of the Company's other retail and
professional brands.  Subsequent to the Company's April 1, 1999 press
release referencing the foregoing, the Company was named in several
lawsuits seeking to recover damages for shareholders who may have been
adversely affected by these inaccurate interim financial statements.  The
Company has agreed to indemnify its officers in respect of this matter, and
believes it has meritorious defenses against these allegations.  However,
it is impossible to predict the outcome of any such matters and any future
effect upon liquidity and capital resources that may occur, as many unknown
factors exist, such as the likelihood of future claims, insurance limits,
the costs of litigation, and the outcome of jury trial.

                                  20


                   THE STEPHAN CO. AND SUBSIDIARIES
               QUARTERLY REPORT PURSUANT TO SECTION 13
                OF THE SECURITIES EXCHANGE ACT OF 1934
                        JUNE 30, 1999 AND 1998

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

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 current Information
Technology (IT) systems 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
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 any 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.


                                  21


                   THE STEPHAN CO. AND SUBSIDIARIES
               QUARTERLY REPORT PURSUANT TO SECTION 13
                OF THE SECURITIES EXCHANGE ACT OF 1934
                        JUNE 30, 1999 AND 1998

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

     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 to become Y2K compliant.  The software
in use by the Florida facilities is anticipated to be completely updated by
the fourth 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. Included in
this process was the Y2K upgrade of both the hardware operating system and
the application software, however not all modules of the software have been
implemented at this time.  Plans call for the implementation of all Y2K
compliant modules to be completed by the start of the fourth quarter of
1999.  While the Y2K compliant application software for the subsidiaries
located in Florida was purchased from the Company's software developer, the
Y2K compliant software for Morris Flamingo-Stephan and Williamsport Barber
and Beauty Supply Corp. is being modified by outside sources and is
progressing as scheduled.  All testing of installed Y2K compliant operating
and application system software has been completed and no problems have
been encountered to date.  The Company currently uses a consultant to
assist in the implementation of the hardware and software system, who 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 formal 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.





                                  22


                     THE STEPHAN CO. AND SUBSIDIARIES
                 QUARTERLY REPORT PURSUANT TO SECTION 13
                 OF THE SECURITIES EXCHANGE ACT OF 1934
                         JUNE 30, 1999 AND 1998



                         PART II.  OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

       As more fully described elsewhere in this quarterly report and in
the Company's annual report as filed on Form 10-K for the year ended
December 31, 1998, the Company, as well as certain of its officers,
were named as defendants in class action suits filed in the United
States Federal District Court, Southern District of Florida.  The
lawsuits allege, among other things, certain violations of Federal
securities laws and seek an unspecified amount of damages. Based
upon information currently available to the Company, an amended
complaint has been filed, a consolidation of the different class
actions is anticipated and no additional assessment of exposure can
be determined at this time. The Company has agreed to indemnify its
officers in respect of this matter and believes it has meritorious
defenses against these allegations. However, it is not possible at
this time to predict the outcome as many unknown factors exist such
as the likelihood of future claims, insurance limits, the costs of
litigation, and the outcome of jury trial.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

  (a) Exhibit 10:  License agreement between The Stephan Co. and Parfums
International Ltd. granting the right to use the IMAGE trademark in
connection with the marketing of certain personal care (excluding
hair care) products bearing the mark or name CERRUTI, in certain
European countries.

  (b)  Exhibit 10.1:  Credit agreement between NationsBank, N.A. and The
Stephan Co., in connection with the term loan dated November 30,
1998, in the amount of $11,100,000.

  (c)  Exhibit 10.2:  Letter agreement between The Stephan Co. and
NationsBank, N.A. amending certain provisions of the Loan Agreement
dated November 30, 1998.

  (d)  Exhibit 27:  Financial Data Schedule











                                  23




                                 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
August 13, 1999




  /s/ David A. Spiegel
___________________________
David A. Spiegel
Principal Financial and
 Accounting Officer
August 13, 1999























                                  24