SECURITIES AND EXCHANGE  COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q/A


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



   For the Quarterly period Ended June 30, 1998

   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, 1998


                              4,725,858




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

                                    INDEX

                                                               PAGE NO.
PART I.    FINANCIAL INFORMATION

           ITEM 1.  Financial Statements

           Consolidated Balance Sheets as of
           June 30, 1998 and December 31, 1997                   4-5

           Unaudited Consolidated Statements of Operations
           for the Six months ended June 30, 1998 and 1997        6

           Unaudited Consolidated Statements of Operations
           for the Quarter ended June 30, 1998 and 1997           7

           Unaudited Consolidated Statements of Cash Flows
           for the Six months ended June 30, 1998 and 1997       8-10

           Notes to Unaudited Consolidated
           Financial Statements                                 11-15

           ITEM 2.    Management's Discussion and Analysis
                      of Financial Condition and
                      Results of Operations.                    16-20

PART II.   OTHER INFORMATION

           ITEM 5.  Other information                             21

           ITEM 6.  Exhibits and Reports on Form 8-K              21

SIGNATURES                                                        22



















                                     2


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



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 expressed 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 anticipated herein.








                                     3


                       THE STEPHAN CO. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS




                                   ASSETS



                                          June 30,          December 31,
                                            1998                 1997
                                        (UNAUDITED)
                                        ____________         ____________

CURRENT ASSETS

 Cash and cash equivalents              $  8,396,441         $  8,491,174

 Cash on deposit with trustee                529,628              610,126

 Accounts receivable, net                  5,509,616            4,696,248

 Inventories, net                         15,493,893           11,667,672

 Prepaid expenses and other
  current assets                             285,527              269,304
                                        ____________         ____________

   TOTAL CURRENT ASSETS                   30,215,105           25,734,524

PROPERTY, PLANT AND EQUIPMENT, net         3,131,077            2,760,011

INTANGIBLE ASSETS, net                    27,461,905           26,443,911

OTHER ASSETS                               2,800,374            2,525,948
                                        ____________         ____________

   TOTAL ASSETS                         $ 63,608,461         $ 57,464,394
                                        ============         ============














              See notes to Consolidated Financial Statements


                                     4


                      THE STEPHAN CO. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS



                   LIABILITIES AND STOCKHOLDERS' EQUITY


                                        June 30,            December 31,
                                          1998                   1997
                                       (UNAUDITED)
                                       ___________           ____________
CURRENT LIABILITIES

 Accounts payable and
  accrued expenses                    $  3,156,494           $  3,704,383

 Note payable to bank                      400,000                400,000

 Note payable to trustee                      -                 1,199,700

 Current portion of
  long-term debt                         2,199,090              1,773,788

 Income taxes payable                      725,788              1,390,104
                                      ____________           ____________

   TOTAL CURRENT LIABILITIES             6,481,372              8,467,975

DEFERRED INCOME TAXES                      349,179                268,166

LONG-TERM DEBT                          11,719,873              9,078,114
                                      ____________           ____________

   TOTAL LIABILITIES                    18,550,424             17,814,255
                                      ____________           ____________
STOCKHOLDERS' EQUITY

  Common stock, $.01 par value              47,259                 44,188
  Additional paid in capital            19,692,053             15,979,709
  Retained earnings                     26,670,288             24,977,805
                                      ____________           ____________
                                        46,409,600             41,001,702
  LESS 125,000 CONTINGENTLY
    RETURNABLE SHARES                   (1,351,563)            (1,351,563)
                                      ____________           ____________
  TOTAL STOCKHOLDERS' EQUITY            45,058,037             39,650,139
                                      ____________           ____________
TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                $ 63,608,461           $ 57,464,394
                                      ============           ============



              See notes to Consolidated Financial Statements


                                     5


                      THE STEPHAN CO. AND SUBSIDIARIES
               UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS




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

                                                 1998             1997
                                             ___________      ___________

NET SALES                                    $16,951,274      $13,499,899

COST OF GOODS SOLD                             8,319,427        4,725,640
                                             ___________      ___________

GROSS PROFIT                                   8,631,847        8,774,259

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES                      5,650,218        4,702,726
                                             ___________     ____________

OPERATING INCOME                               2,981,629        4,071,533

OTHER INCOME(EXPENSE)
  Interest income                                201,686          190,494
  Interest expense                              (446,806)        (269,405)
  Other                                           62,500           62,500
                                             ___________      ___________

INCOME BEFORE TAXES                            2,799,009        4,055,122

INCOME TAXES                                     929,774        1,368,475
                                             ___________      ___________

NET INCOME                                   $ 1,869,235      $ 2,686,647
                                             ===========      ===========

BASIC AND DILUTED EARNINGS PER SHARE         $       .42      $       .65
                                             ===========      ===========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING                          4,470,441        4,148,904
                                             ===========      ===========










              See Notes to Consolidated Financial Statements


                                     6


                      THE STEPHAN CO. AND SUBSIDIARIES
               UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS




                                                Quarter Ended June 30,
                                             ===========================

                                                 1998             1997
                                             ___________      ___________

NET SALES                                    $ 9,300,587      $ 7,105,755

COST OF GOODS SOLD                             5,571,328        2,390,240
                                             ___________      ___________

GROSS PROFIT                                   3,729,259        4,715,515

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES                      2,918,514        2,427,092
                                             ___________     ____________

OPERATING INCOME                                 810,745        2,288,423

OTHER INCOME(EXPENSE)
  Interest income                                102,660           92,104
  Interest expense                              (260,376)        (133,841)
  Other                                           31,250           31,250
                                             ___________      ___________

INCOME BEFORE TAXES                              684,279        2,277,936

INCOME TAXES                                     227,724          817,595
                                             ___________      ___________

NET INCOME                                   $   456,555      $ 1,460,341
                                             ===========      ===========

BASIC AND DILUTED EARNINGS PER SHARE         $       .10      $       .35
                                             ===========      ===========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING                          4,600,858        4,150,342
                                             ===========      ===========










              See Notes to Consolidated Financial Statements


                                     7


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



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

                                                 1998            1997
                                              __________      __________
CASH FLOWS FROM OPERATING ACTIVITIES:

 Net income                                  $ 1,869,235     $ 2,686,647
                                              __________      __________
 Adjustments to reconcile net income to
  cash flows provided by
  operating activities:

    Depreciation                                 167,012         120,425

    Amortization                                 589,458         492,409

    Deferred income taxes                         81,013         131,596

    Provision for doubtful accounts               25,185          12,062

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

      Accounts receivable                        361,447        (985,554)

      Inventory                               (1,141,821)     (1,297,299)

      Prepaid expenses
       and other current assets                   57,477         122,560

      Other assets                              (790,765)       (445,540)

      Accounts payable
       and accrued expenses                   (1,428,589)       (473,838)

      Income taxes payable                       664,316         357,863
                                             ___________     ___________

      Total adjustments                       (1,415,267)     (1,965,316)
                                             ___________     ___________
Net cash flows provided by
 operating activities                            453,968         721,331
                                             ___________     ___________




              See Notes to Consolidated Financial Statements


                                     8


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


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

                                                 1998             1997
                                             ___________      ___________

CASH FLOWS FROM INVESTING ACTIVITIES:

  Cash acquired from acquisition                   5,266             -

  Decrease in cash on deposit with trustee        80,498             -

  Purchase of property, plant
   and equipment                                (379,953)        (156,784)

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

Net cash flows used in
 investing activities                           (379,480)        (156,784)
                                             ___________      ___________
CASH FLOWS FROM FINANCING ACTIVITIES:

  Repayments of long-term debt                  (914,832)        (921,197)

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

  Acquisition of treasury stock                     -            (130,610)

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

  Dividends paid                                (176,752)        (165,878)
                                             ___________      ___________
Net cash flows used in
 financing activities                           (169,221)      (1,217,685)
                                             ___________      ___________
NET CHANGE IN CASH AND
 CASH EQUIVALENTS                                (94,733)        (653,138)

CASH AND CASH EQUIVALENTS,
 BEGINNING OF PERIOD                           8,491,174        8,276,976
                                             ___________      ___________
CASH AND CASH EQUIVALENTS,
 END OF PERIOD                               $ 8,396,441      $ 7,623,838
                                             ===========      ===========





              See Notes to 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                      $   418,601      $   261,255
                                             ===========      ===========
          Income Taxes Paid                  $ 1,314,424      $   886,000
                                             ===========      ===========



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 common
stock with an approximate value, at the time of acquisition, of $3,700,000.



























              See Notes to Consolidated Financial Statements



                                     10


                      THE STEPHAN CO. AND SUBSIDIARIES
            NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                   QUARTERS ENDED JUNE 30, 1998 AND 1997


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 personal care grooming products throughout the
United States.  The Company's business activity constitutes a single
reportable segment for purposes of Statement of Financial Accounting
Standards No. 14.

         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 any major
customer could have a material adverse effect on the Company.

         LONG-LIVED ASSETS:  The Company adopted SFAS No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed Of" in the year ended December 31, 1996.  SFAS No. 121 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.  The adoption of SFAS No. 121 has not had a significant
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
allows entities to continue to measure compensation cost for stock-based
awards using the intrinsic value based method of accounting prescribed by


                                     11


                      THE STEPHAN CO. AND SUBSIDIARIES
            NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                   QUARTERS ENDED JUNE 30, 1998 AND 1997


NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 what is considered to be appropriate
valuation methodologies.  However, considerable judgment is often 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 exchange.

         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 maturities were used to
determine the fair value of notes receivable, notes payable and debt.

There were no significant differences as of June 30, 1998 and December 31,
1997 in the carrying value and fair market value of financial instruments.

         CASH AND CASH EQUIVALENTS:    Cash and cash equivalents include
cash, certificates of deposit, United States Treasury Bills, and 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, 1998 and December 31, 1997 were
approximately  $ 7,860,000 and $7,342,000, 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
                   QUARTERS ENDED JUNE 30, 1998 AND 1997


NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)


         Inventories were as follows:

                                        June 30,           December 31,
                                          1998                 1997
                                      ___________          ____________

      Raw materials                  $  4,182,538          $  3,750,094
      Packaging and components          6,623,482             4,930,473
      Work in progress                    331,209               437,965
      Finished goods                    6,580,952             4,289,307
                                     ____________          ____________
                                       17,718,181            13,407,839
      Less: Amount included
            in other assets            (2,224,288)           (1,740,167)
                                     ____________          ____________

                                     $ 15,493,893          $ 11,667,672
                                     ============          ============

     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 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
                   QUARTERS ENDED JUNE 30, 1998 AND 1997


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: Effective December 31, 1997,
the Company adopted Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" (SFAS No. 128).  The provisions of SFAS No. 128
establish standards for computing and presenting earnings per share (EPS)
and require the Company to restate all prior years' EPS data presented.
The adoption of SFAS No. 128 has not had a material effect on the Company's
previously reported EPS.  Basic and diluted EPS are computed by dividing
net income by the sum of the weighted average number of shares of Common
Stock outstanding.  The weighted average number of shares outstanding was
4,470,441 for the six months ended June 30, 1998 and 4,148,904 for the six
months ended June 30, 1997.  For the quarter ended June 30, 1998, the
weighted average number of shares outstanding was 4,600,858 and 4,150,342
for the quarter ended June 30, 1997.

         NEW FINANCIAL ACCOUNTING STANDARDS:  In June, 1997, SFAS No. 130,
"Reporting Comprehensive Income" and SFAS. No. 131, "Disclosures about
Segments of an Enterprise and Related Information" were issued.  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 has not affected 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 may be required to
modify or expand its financial statement disclosures for operating
segments, products and services, and geographic areas.  Implementation of
this disclosure standard, which must be adopted by December 31, 1998, is
not expected to affect the Company's financial position or results of
operations.

NOTE 2:  RESTATEMENT OF PREVIOUSLY REPORTED AMOUNTS

     Subsequent to the year ended December 31, 1998, the Company discovered
that the method used to determine its cost of sales during interim periods
had resulted in the overstatement of its gross profit, net income and

                                     14


                      THE STEPHAN CO. AND SUBSIDIARIES
            NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                   QUARTERS ENDED JUNE 30, 1998 AND 1997


NOTE 2:  RESTATEMENT OF PREVIOUSLY REPORTED AMOUNTS (Continued)

interim inventory carrying values for the second and third quarters of
1998.  This accounting overstatement was due, in part, to the significant
change in sales mix of the business as a result of the Morris Flamingo
acquisition coupled with a decline in the sales and gross profit margins of
certain of the Company's retail and professional brands.

      This June 30, 1998 Form 10-Q is amended and restated to give effect
to the above.  Restated net income for the six months was $1,869,000 as
opposed to $3,109,000 for the six months the Company originally reported
prior to the restatement, gross profit for the six months was $8,632,000 as
opposed to the $10,554,000 originally reported prior to the restatement and
earnings per share for the six months was $.42 as opposed to $.70
originally reported prior to the restatement.

NOTE 3:  ADDITIONAL INFORMATION

     See the Company's most recent Form 10-K and Form 10-Q, for the periods
ended December 31, 1998 and March 31, 1999, filed on May 21, 1999, for
events that occurred subsequent to June 30, 1998.































                                     15



                   THE STEPHAN CO. AND SUBSIDIARIES
               QUARTERLY REPORT PURSUANT TO SECTION 13
                OF THE SECURITIES EXCHANGE ACT OF 1934
                        JUNE 30, 1998 AND 1997

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

OVERVIEW

      Overall net sales for 1998 increased primarily as a result of the
Morris-Flamingo, L.P. acquisition, but at a significantly lower associated
gross profit level than other divisions or subsidiaries of the Company.  In
addition, net sales from certain higher margin professional and retail
brands declined.  These factors combined to cause an overall adverse change
in the mix of the Company's business and substantially depressed the gross
profit margin of the Company.  The impact of this change was not realized
until the Company completed its December 31, 1998 inventory compilation, as
interim inventory values had been determined by estimates utilizing
historical gross profit margins and other factors.  These factors, together
with an increase in selling, general, and administrative expenses, resulted
in the decrease of the overall net earnings of the Company.

RESULTS OF OPERATIONS

     Net sales for the quarter ended June 30, 1998 were up almost 31% to
over $9,300,000 when compared to the $7,106,000 achieved in the second
quarter of 1997.  For the six months ended June 30, 1998, net sales
increased almost 26%, to $16,951,000 from $13,500,000 for the comparable
period in 1997.  The increase in sales can be principally attributed to
revenues generated from the Image and Modern lines acquired from New Image
Laboratories, Inc. in June, 1997 and the revenues provided from the
acquisition of the business of Morris-Flamingo on March 18, 1998.

     Net income for the second quarter of 1998 decreased 69%, to $457,000
compared to the $1,460,000 for the quarter ended June 30, 1997. Earnings
per share for the second quarter was $.10 compared to $.35 for the quarter
ended June 30, 1997. For the six months ended June 30, 1998, net income
decreased approximately 30% when compared with the same six month period in
1997, decreasing $817,000, to $1,869,000 while earnings per share declined
$.23 cents a share, to $.42.

     Gross profit for the quarter ended June 30, 1998 decreased $986,000,
to $3,729,000, and for the six months ended June 30, 1998, gross profit
decreased to $8,632,000 from $8,774,000 in the corresponding period for
1997.  These decreases of 21% and 2%, respectively, for both the quarter
and six months over the corresponding periods in 1997 was due, in part, to
a lower gross profit level associated with the sales of Morris-Flamingo, in
addition to a decline in net sales from certain higher margin professional
and retail brands of the Company.  These factors combined to cause an
overall adverse change in the mix of the Company's business and
substantially depressed the gross profit margin of the Company.  For the
quarter ended June 30, 1998, the gross profit margin decreased from 66% to
40% and for the six month period ended June 30, 1998, the gross profit
margin declined from 65% to 51% when compared to the prior corresponding
period.  For the most part, Morris-Flamingo has operated at a loss for the

                                     16


                    THE STEPHAN CO. AND SUBSIDIARIES
                QUARTERLY REPORT PURSUANT TO SECTION 13
                OF THE SECURITIES EXCHANGE ACT OF 1934
                        JUNE 30, 1998 AND 1997

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

past few years.  Management took this into consideration when evaluating
the acquisition and while it is expected that in the short term, overall
gross profit margins will decrease and selling, general and administrative
expenses will increase, the distribution opportunities the acquisition
affords the Company is expected to have a positive impact on future
operations.  Efforts and initiatives have been implemented to increase the
gross margin and overall profitability of this new subsidiary and
management believes that the net income of Morris-Flamingo will be
positively impacted and an acceptable profitability level may (although
there can be no assurances) be achieved in 12-15 months.

     Selling, general and administrative expenses increased $491,000, or
20%, for the quarter ended June 30, 1998 when compared to the quarter ended
June 30, 1997 and for the six months ended June 30, 1998, it increased
$947,000, also a 20% increase.  These increases were expected and were
principally due to the additional expenses generated by our recent
acquisitions.  While there is an increase from an absolute dollar amount in
the selling, general and administrative expenses, expressed as a percent of
net sales, these expenses have actually declined from 35% to 31% for the
June 30, 1998 quarter when compared to the corresponding period in 1997,
and from 35% to 33% for the comparable six month period ended June 30,
1998.

     Interest expense for the quarter and six months ended June 30, 1998
increased $127,000 and $177,000, to $260,000 and $447,000 respectively, as
a result of interest paid on debt used to acquire the Image lines and
Morris-Flamingo.  Interest income increased slightly for the quarter and
six month period.  Other income of $31,250 and $62,500, respectively,
represents the royalty received in connection with the Frances Denney/Color
Me Beautiful licensing agreement entered into in January, 1996.

LIQUIDITY & CAPITAL RESOURCES

     Cash and cash equivalents decreased slightly to $8,396,000, exclusive
of funds on deposit with the trustee of the Liquidating Trust created in
connection with the acquisition of the Image brands.  In the first quarter
of 1998, the Company borrowed an additional $1,000,000 to fund the last
payment to the Trust, in addition to borrowing $3,000,000 in connection
with the Morris-Flamingo acquisition, as explained more fully below. Cash
on deposit with the trustee decreased to $530,000 from $610,000 at December
31, 1997.  In accordance with the terms of the Liquidating Trust, these
funds are held by the trustee to settle the remaining liabilities assumed
in the New Image acquisition.

     Accounts receivable and inventory have increased significantly from
1997 as a result of acquisitions made by the Company.  In addition to the
increase in accounts receivable acquired in the Morris-Flamingo
acquisition, increased sales of retail brands acquired from Image to large,

                                     17


                    THE STEPHAN CO. AND SUBSIDIARIES
                QUARTERLY REPORT PURSUANT TO SECTION 13
                OF THE SECURITIES EXCHANGE ACT OF 1934
                        JUNE 30, 1998 AND 1997

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

national drug chains and other major retailers has increased the
outstanding accounts receivable both from an actual dollar amount due to
sales, as well as the length of time the receivables remain outstanding.
Net inventories increased $3,800,000 from December 31, 1997 when compared
to June 30, 1998.  The increase in inventories is principally due to the
Image and Morris-Flamingo acquisitions which have added a significant
amount of Stock Keeping Units (SKU's) that the Company must manufacture and
carry.  As a result, many more chemicals, raw materials, components,
packaging and finished goods are required to be kept in stock in order to
ensure product availability.

     Expenditures for new equipment, as well as other additions to fixed
assets, continued through the second quarter of 1998 in an effort to
increase production capabilities to meet product and customer requirements.

     Total current assets at June 30, 1998 was $30,215,000 compared to
$25,735,000 at December 31, 1997, and approximately $5,526,000 higher than
the total current assets on June 30, 1997.  Working capital increased over
$6,465,000 when compared to December 31, 1997. 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
NationsBank, N.A.  At June 30, 1998, the Company was in compliance with the
requirements of the covenants.

     On March 18, 1998, the Company signed an Asset Purchase Agreement (the
"Agreement") with Morris-Flamingo, L.P., Morris-Flamingo Beauty Products,
Inc., Shaheen & Co., Inc. and Shouky A. Shaheen, for the acquisition of
certain assets and liabilities (including the immediate payment of a note
payable to Fleet Capital Corp. of approximately $1,880,000) of Morris-
Flamingo, L.P., in exchange for 307,058 shares of the Company's restricted
(as provided for by Rule 144 of the Securities Act of 1933) common stock.
The transaction was recorded as a purchase, and, based upon the net assets
received, goodwill of approximately $2,400,000 was recorded.  The agreement
also provides for 30% of the shares issued to be held in escrow, pending
the final determination of the value of the net assets acquired within 90
days of closing.  Morris-Flamingo, L.P. is a large barber and beauty supply
distributor.  In connection with the acquisition of Morris-Flamingo, L.P.,
and the related agreement to retire its outstanding Fleet Capital Corp.
debt, the Company secured additional financing from NationsBank, N.A. in
the amount of $3,000,000, and pledged all of the issued common stock of
Morris Flamingo-Stephan, Inc. to the bank as collateral for the loan.  The
principal on the loan is payable in equal monthly installments through
March, 2005 and bears interest at the rate of 6.92% per annum.

     Pursuant to a non-binding letter of intent signed in July, 1998, the
Company intended to acquire the assets of Rex Chemical Corp., an entity
engaged in the manufacture and distribution of industrial and institutional
cleaning products, as well as being an exclusive distributor of paper

                                     18


                    THE STEPHAN CO. AND SUBSIDIARIES
                QUARTERLY REPORT PURSUANT TO SECTION 13
                OF THE SECURITIES EXCHANGE ACT OF 1934
                        JUNE 30, 1998 AND 1997

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

products and cleaning equipment, including the full service leasing and
maintenance of cleaning equipment to industrial clients.  As initially
contemplated, the acquisition price was to be $1,000,000 in cash and the
equivalent of $500,000 of the Company's restricted (as provided for by Rule
144 of the Securities Act of 1933) common stock.  The parties, however,
were unable to reach a final agreement, and in accordance with the terms of
the letter of intent, the acquisition was abandoned.

     Following the Company's April 1, 1999 press release describing the
overstatement of gross profit, net income and interim inventory carrying
values for the second and third quarters of 1998, the Company, as well as
certain of its officers, were named as defendants in two 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 seeks an unspecified amount of damages. 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, 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.


                                     19


                    THE STEPHAN CO. AND SUBSIDIARIES
                QUARTERLY REPORT PURSUANT TO SECTION 13
                OF THE SECURITIES EXCHANGE ACT OF 1934
                        JUNE 30, 1998 AND 1997

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

     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
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.




                                     20


                      THE STEPHAN CO. AND SUBSIDIARIES
                 QUARTERLY REPORT PURSUANT TO SECTION 13
                 OF THE SECURITIES EXCHANGE ACT OF 1934
                         JUNE 30, 1998 AND 1997



                         PART II.  OTHER INFORMATION


ITEM 5.  OTHER INFORMATION

       In accordance with Rules 14a-4(c) and 14a-5(e) promulgated under the
Securities Exchange Act of 1934, the Registrant hereby notifies its
stockholders that if the Registrant does not receive notice by January 19,
1999 of a proposed matter to be submitted for stockholder vote at the
Registrant's 1999 Annual Meeting, then any proxies held by members of the
Registrant's management in respect of such Meeting may be voted in the
discretion of such management members on such matter, without any
discussion of such proposed matter in the proxy statement to be distributed
in respect of such Meeting.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibit 27:  Financial Data Schedule
































                                     21



                                 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 Chairman of the Board
June 18, 1999




  /s/ David A. Spiegel
___________________________
David A. Spiegel
Principal Financial and
 Accounting Officer
June 18, 1999























                                     22