CERTIFICATION OF CHIEF FINANCIAL OFFICER

                                                 Exhibit 31.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David A. Spiegel, certify that:

1. I have reviewed this quarterly report on Form 10-Q of The Stephan
Co.;

2. Based on my knowledge, this report does not contain any untrue
statement
of a material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such
statements
were made, not misleading with respect to the period covered by this
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of
the Registrant as of, and for, the periods presented in this report;

4. The Registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f) for the Registrant and we have:

a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to
ensure that material information relating to the Registrant, including
its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;

b) Designed such internal control over financial reporting, or caused
such
internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability
of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;

c) Evaluated the effectiveness of the Registrant's disclosure controls
and
procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of
the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the Registrant's internal
control
over financial reporting that occurred during the Registrant's most
recent
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Registrant's internal control over financial
reporting.



CERTIFICATION OF CHIEF FINANCIAL OFFICER (continued)

5. The Registrant's other certifying officer and I have disclosed, based
on
our most recent evaluation of internal control over financial reporting,
to
the Registrant's auditors and the audit committee of the Registrant's
board
of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably
likely to adversely affect the Registrant's ability to record, process,
summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant's internal
control
over financial reporting.



/s/ David A. Spiegel
__________________________________
David A. Spiegel
Chief Financial Officer
August 13, 2003