SECURITIES AND EXCHANGE  COMMISSION
                        WASHINGTON, D.C. 20549

                               FORM 10-Q


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


  For the Quarter Ended March 31, 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 at least 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 April 30, 1998

                              4,725,858                     



                       THE STEPHAN CO. AND SUBSIDIARIES
               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                               MARCH 31, 1998


                                    INDEX


                                                               PAGE NO.
PART I.    FINANCIAL INFORMATION

           ITEM 1.  Financial Statements

           Consolidated Balance Sheets
           March 31, 1998 and December 31, 1997                   3-4

           Consolidated Statements of Operations
           Three months ended March 31, 1998 and 1997              5   

           Consolidated Statements of Cash Flows 
           Three months ended March 31, 1998 and 1997             6-8 

           Notes to Consolidated Financial Statements             9-12

           ITEM 2.    Management's Discussion and Analysis
                      of Financial Condition and 
                      Results of Operations.                     13-14

PART II.   OTHER INFORMATION                                          

           ITEM 6.  Exhibits                                      15

SIGNATURES                                                        16

          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 
Company desires to take advantage of the "safe harbor" provisions of the 
Private Securities Litigation Reform Act of 1995 and is including this 
statement for the express purpose of availing itself of the protections of 
such safe harbor with respect to all such forward-looking statements.  
Forward-looking statements contained herein include statements 
with respect to (i) anticipated level of debt, and (ii) anticipated 
profitability (or lack thereof) of acquired entities.  The Company's ability
to predict any such occurrences or the effect of other events on the
Company's operations is inherently uncertain.  Therefore, the Company
cautions each reader of this report to carefully consider the specific
factors and qualifications discussed herein with respect to such forward-
looking statements, as such factors could affect the ability of the Company
to achieve its objectives and may cause actual results to differ materially
from those expressed herein.




                                     2


                       THE STEPHAN CO. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS




                                   ASSETS



                                          March 31,          December 31,
                                            1998                 1997
                                        ____________         ____________
 
CURRENT ASSETS

 Cash and cash equivalents              $  8,615,780         $  8,491,174

 Cash on deposit with trustee                947,005              610,126

 Accounts receivable, net                  6,308,365            4,696,248

 Inventories, net                         15,432,470           11,667,672

 Prepaid expenses and other
  current assets                             328,333              269,304
                                        ____________         ____________

   TOTAL CURRENT ASSETS                   31,631,953           25,734,524

PROPERTY, PLANT AND EQUIPMENT, net         2,995,489            2,760,011

INTANGIBLE ASSETS, net                    28,239,395           26,443,911

OTHER ASSETS                               2,561,060            2,525,948
                                        ____________         ____________

   TOTAL ASSETS                         $ 65,427,897         $ 57,464,394
                                        ============         ============














              See notes to Consolidated Financial Statements

                                (UNAUDITED)

                                     3    


                      THE STEPHAN CO. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS


                           
                   LIABILITIES AND STOCKHOLDERS' EQUITY


                                        March 31,            December 31,
                                          1998                   1997
                                       ___________           ____________
CURRENT LIABILITIES

 Accounts payable and
  accrued expenses                    $  4,407,127           $  3,704,383

 Note payable to bank                      400,000                400,000

 Note payable to trustee                      -                 1,199,700

 Current portion of
  long-term debt                         2,187,027              1,773,788

 Income taxes payable                    1,114,294              1,390,104
                                      ____________           ____________

   TOTAL CURRENT LIABILITIES             8,108,448              8,467,975
                                                                         
DEFERRED INCOME TAXES                      342,341                268,166

LONG-TERM DEBT                          12,198,874              9,078,114
                                      ____________           ____________

   TOTAL LIABILITIES                    20,649,663             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                     26,390,485             24,977,805
                                      ____________           ____________
                                        46,129,797             41,001,702
  LESS 125,000 CONTINGENTLY
    RETURNABLE SHARES                   (1,351,563)            (1,351,563)
                                      ____________           ____________
  TOTAL STOCKHOLDERS' EQUITY            44,778,234             39,650,139
                                      ____________           ____________
TOTAL LIABILITIES AND 
  STOCKHOLDERS' EQUITY                $ 65,427,897           $ 57,464,394
                                      ============           ============



              See notes to Consolidated Financial Statements

                                (UNAUDITED)
                                         
                                     4    


                      THE STEPHAN CO. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS




                                             Three Months Ended March 31,
                                             ===========================  

                                                 1998             1997
                                             ___________      ___________ 

NET SALES                                    $ 7,650,687      $ 6,394,144

COST OF GOODS SOLD                             2,748,099        2,335,400
                                             ___________      ___________ 

GROSS PROFIT                                   4,902,588        4,058,744
                                                                            
SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES                      2,731,704        2,275,634
                                             ___________     ____________
  
OPERATING INCOME                               2,170,884        1,783,110

OTHER INCOME(EXPENSE)
  Interest income                                 99,026           98,390
  Interest expense                              (186,430)        (135,564)
  Other                                           31,250           31,250
                                             ___________      ___________ 

INCOME BEFORE TAXES                            2,114,730        1,777,186

INCOME TAXES                                     702,050          550,880
                                             ___________      ___________

NET INCOME                                   $ 1,412,680      $ 1,226,306
                                             ===========      ===========

BASIC AND DILUTED EARNINGS PER SHARE         $       .33      $       .30
                                             ===========      ===========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING                          4,340,024        4,147,466 
                                             ===========      ===========  









              See Notes to Consolidated Financial Statements

                                (UNAUDITED)
 
                                     5
                

                      THE STEPHAN CO. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                           


                                                  Three Months Ended 
                                                        March 31,
                                              ==========================

                                                 1998            1997 
                                              __________      __________  
CASH FLOWS FROM OPERATING ACTIVITIES:

 Net income                                  $ 1,413,680     $ 1,226,306
                                              __________      __________
 Adjustments to reconcile net income to
  cash flows provided by operating
  operating activities:

   Depreciation                                   77,429          50,114

   Amortization                                  288,008         246,073

   Deferred income taxes                          74,175          60,052

   Provision for doubtful accounts                15,240           4,425

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

   Accounts receivable                          (412,117)       (217,305)
  
   Inventory                                  (1,048,833)       (471,727)
  
   Prepaid expenses
    and other current assets                      14,671          33,645 
   
   Accounts payable
    and accrued expenses                        (177,956)       (683,876)

   Income taxes payable                         (201,635)         95,828 
                                             ___________     ___________

    Total adjustments                         (1,371,018)       (882,771)
                                             ___________     ___________
Net cash flows provided by      
 operating activities                             42,662         343,535 
                                             ___________     ___________




              See Notes to Consolidated Financial Statements

                                (UNAUDITED)
 
                                     6


                       THE STEPHAN CO. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                          

                                                   Three Months Ended 
                                                        March 31,
                                              ==========================
   
                                                 1998             1997 
                                             ___________      ___________  

CASH FLOWS FROM INVESTING ACTIVITIES:
 
 Cash acquired from acquisition                    5,000             -    
       
 Purchase of property, plant
  and equipment                                 (216,707)         (52,012) 
 
 Net changes in other assets                     (35,112)        (264,764)
                                             ___________      ___________

Net cash flows used in
 investing activities                           (246,819)        (316,776)
                                             ___________      ___________
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 Repayments of long-term debt                   (505,224)        (589,284)

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

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

 Dividends paid                                  (88,376)         (82,949)
                                             ___________      ___________
Net cash flows provided by/(used in) 
 financing activities                            328,763         (672,233)
                                             ___________      ___________
NET CHANGE IN CASH AND 
 CASH EQUIVALENTS                                124,606         (645,474)

CASH AND CASH EQUIVALENTS,
 BEGINNING OF PERIOD                           8,491,174        8,276,976
                                             ___________      ___________ 

CASH AND CASH EQUIVALENTS,
 END OF PERIOD                               $ 8,615,780      $ 7,631,502    
                                             ===========      ===========   






              See Notes to Consolidated Financial Statements

                                (UNAUDITED)

                                     7


                       THE STEPHAN CO. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                  THREE MONTHS ENDED MARCH 31, 1998 AND 1997




Supplemental Disclosures of Cash Flow Information:


          Interest Paid                      $   194,220      $   135,111
                                             ===========      ===========  
          Income Taxes Paid                  $   810,000      $   395,000
                                             ===========      ===========   

             

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

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




























              See Notes to Consolidated Financial Statements

                                (UNAUDITED)


                                     8


                      THE STEPHAN CO. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   QUARTERS ENDED MARCH 31, 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 the 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 did not have 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 


                                     9


                      THE STEPHAN CO. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   QUARTERS ENDED MARCH 31, 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 No. 25 and 
provide the pro forma disclosure provisions of 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 appropriate valuation methodologies.  
However, considerable judgment is required in interpreting market data to 
develop estimates of fair value.  Accordingly, the estimates presented 
herein are not necessarily indicative of amounts the Company could realize 
in a current market 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 maturity were used to 
determine the fair value of notes receivable, notes payable and debt.
    
There were no significant differences as of March 31, 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 March 31, 1998 and 1997 were approximately 
$9,010,000 and $7,207,000, respectively.

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






                                     10


                      THE STEPHAN CO. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   QUARTERS ENDED MARCH 31, 1998 AND 1997


NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         Inventories were as follows:

                                        March 31,             December 31,
                                          1998                    1997
                                      ___________             ____________

Raw Materials                         $ 3,421,908             $  2,880,011
Packaging and components                4,289,613                4,060,389
Work in progress                          404,481                  437,965
Finished goods                          7,316,468                4,289,307
                                      ___________             ____________

  Total Inventories                   $15,432,470             $ 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 actual bottles or 
containers (plastic or glass), jars, caps, pumps and similar materials that 
will be part of the finished product.

     Included in other assets is 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 

     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 
through 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.


                                     11


                      THE STEPHAN CO. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   QUARTERS ENDED MARCH 31, 1998 AND 1997



NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         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 requires the Company to restate all prior years' EPS data presented.  
The adoption of SFAS No. 128 did not have a material effect on the 
Company's previously reported earnings per share.  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 4,340,024 for the three months ended March 31, 
1998 and 4,147,466 for the three months ended March 31, 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 did  not affect the Company's financial position, results of 
operations or the manner in which financial information is currently 
presented.  In accordance with SFAS No. 131, the Company may be required to
modify or expand the 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, will 
not affect the Company's financial position or results of operations.
















                                     12

                     THE STEPHAN CO. AND SUBSIDIARIES
             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934
                        MARCH 31, 1998 AND 1997

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

RESULTS OF OPERATIONS

Sales for the first quarter of 1998 increased 20%, to $7,651,000, compared
to sales of $6,394,000 for the quarter ended March 31, 1997.  The increase
in sales can be principally attributed to revenues generated from the brands 
acquired from Image Laboratories, acquired in June, 1997, and to a lesser
extent as a result of the revenues provided from the Morris-Flamingo
acquisition.

Gross profit increased by more than $840,000, to $4,903,000, due to the 
favorable product mix which included the additional, high margin sales of 
Image products.  Sales of professional lines, however, also incur higher 
selling expenses and as a result, selling, general and administrative 
expenses increased by $456,000 to $2,732,000 when compared to last year's 
first quarter total of $2,276,000.  Interest expense for the quarter 
increased almost $51,000 as a result of interest paid on debt used to 
acquire the Image lines and Morris-Flamingo.  Overall, the gross profit 
margin increased slightly, to 64% for the quarter ended March 31, 1998, 
however the gross profit margin is expected to be adversely impacted in 
future quarters as a result of the lower gross margins generated by Morris-
Flamingo sales.  Morris-Flamingo has operated at a loss, or close to break-
even for the past few years.  Management took this into consideration 
when evaluating the acquisition and while it is expected that in the short 
term, overall gross margins will decrease and selling, general and
administrative expenses will increase, the distribution opportunities the
acquisition affords the Company will have a positive impact on future
operations. Efforts and initiatives have already been implemented to increase
gross margin and the overall profitability of this new subsidiary and
management believes that the net income of Morris-Flamingo will be positively 
impacted and a profitability level compatible with existing results of 
operations can be achieved in 18 months.   

Income taxes for the first quarter of 1998 have increased not only as a 
result of increased operating income, but also because the provision for
income taxes for the quarter ended March 31, 1997 included a tax benefit for
merchandise donated to a charitable organization.

Net income of $1,413,000 increased 15%, or $186,000, from the first quarter 
of 1997, when it was $1,226,000.  Basic earnings per share, computed on a 
higher weighted average number of shares outstanding due to the Morris-
Flamingo acquisition, increased 10% to $.33 for the first quarter ended 
March 31, 1998 when compared to $.30 for the first quarter of 1997.

LIQUIDITY & CAPITAL RESOURCES

Cash and cash equivalents increased slightly to $8,616,000, exclusive of funds
on deposit with the trustee of the Liquidating Trust created in connection
with the acquisition of the Image brands.  The Company borrowed an additional
$1,000,000 to fund the last payment to the Trust, in addition to borrowing 
an additional $3,000,000 in connection with the Morris-Flamingo
acquisition, as explained more fully below. Cash on deposit with the

                                     13
                     THE STEPHAN CO. AND SUBSIDIARIES
             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934
                        MARCH 31, 1998 AND 1997

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

trustee increased $336,000 to $947,000.  It is currently estimated that 
when the Trust terminates in June, 1998, approximately $500,000 will be 
refunded to the Company and these funds will be used to reduce the 
outstanding balance on the Company's line of credit with NationsBank, N.A.

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, 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 approximately
$3,760,000 from December 31, 1997 when compared to March 31, 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 in the first quarter of 1998 in an effort to increase production 
capabilities to meet product and customer requirements. 

Total current assets at March 31, 1998 was $31,632,000 compared to 
$25,735,000 at December 31, 1997, and approximately $5,900,000 higher than 
the comparable period March 31, 1997.  Working capital increased over 
$6,250,000 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 March 31, 1998, the Company significantly exceeded the minimum 
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. approximating $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 the 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%.     

                                     14                              

                      THE STEPHAN CO. AND SUBSIDIARIES
              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934
                         MARCH 31, 1998 AND 1997



                         PART II.  OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                         

(a) Exhibit 10.1:  Asset Purchase Agreement dated March 16, 1998, 
between Morris Flamingo-Stephan, Inc., The Stephan Co., Morris-
Flamingo, L.P., Morris-Flamingo Beauty Products, Inc., Shaheen & 
Co., Inc. and Shouky A. Shaheen.
(b) Exhibit 10.2:  Credit Agreement by and between NationsBank, N.A. and 
The Stephan Co., dated March 17, 1998, in connection with a 
$3,000,000 term loan.
(c) Exhibit 10.3:  Modified and Restated Credit Agreement by and between 
NationsBank, N.A. and The Stephan Co., dated July 15, 1997, in 
connection with an increase of an existing line of credit to 
$5,000,000.
(d) Exhibit 27:  Financial Data Schedule





 



























                                     15



                                 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                                        
May 15, 1998




  /s/ David A. Spiegel                                                       
___________________________
David A. Spiegel
Principal Financial and
 Accounting Officer            
May 15, 1998 
























                                     16