SECURITIES AND EXCHANGE  COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q


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



   For the Quarterly Period Ended March 31, 2000

   Commission File No. 1-4436



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



               Florida                               59-0676812
   (State or Other Jurisdiction of               (I.R.S Employer
   Incorporation or Organization)               Identification No.)


   1850  West McNab Road, Fort Lauderdale, Florida     33309
      (Address of principal executive offices)       (Zip Code)


Registrant's Telephone Number, Including Area Code: (954) 971-0600


Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X     NO


                (APPLICABLE ONLY TO CORPORATE ISSUERS)


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



         Shares of Common Stock outstanding as of May 15, 2000


                              4,554,757



                       THE STEPHAN CO. AND SUBSIDIARIES
                    QUARTERLY REPORT PURSUANT TO SECTION 13
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                                MARCH 31, 2000



                                    INDEX



                                                               PAGE NO.
PART I.    FINANCIAL INFORMATION

           ITEM 1.  Financial Statements

           Consolidated Balance Sheets as of
           March 31, 2000 (unaudited) and December 31, 1999      4-5

           Unaudited Consolidated Statements of Operations
           for the Quarters Ended March 31, 2000 and 1999         6

           Unaudited Consolidated Statements of Cash Flows
           for the Quarters Ended March 31, 2000 and 1999        7-8

           Notes to Unaudited Consolidated Financial
           Statements                                            9-13

           ITEM 2.  Management's Discussion and Analysis
                    of Financial Condition and
                    Results of Operations.                      14-15

           ITEM 3.  Quantitative and Qualitative
                    Disclosure About Market Risk                 15


PART II.   OTHER INFORMATION

           ITEM 1.  Legal Proceedings                            16

           ITEM 6.  Exhibits and Reports on Form 8-K             16


SIGNATURES                                                       17









                                  2


                       THE STEPHAN CO. AND SUBSIDIARIES
                    QUARTERLY REPORT PURSUANT TO SECTION 13
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                               MARCH 31, 2000


        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 final 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



                                          March 31,          December 31,
                                            2000                 1999
                                         (UNAUDITED)
                                        ____________         ____________

CURRENT ASSETS

 Cash and cash equivalents              $ 12,288,189         $ 12,079,204

 Accounts receivable                       4,827,825            4,371,833

 Inventories                              12,100,958           11,954,191

 Prepaid expenses and other
  current assets                             345,618              291,010
                                        ____________         ____________

   TOTAL CURRENT ASSETS                   29,562,590           28,696,238

PROPERTY, PLANT AND EQUIPMENT, net         2,921,508            2,984,260

INTANGIBLE ASSETS, net                    25,569,160           25,855,739

OTHER ASSETS                               2,577,726            3,148,827
                                        ____________         ____________

   TOTAL ASSETS                         $ 60,630,984         $ 60,685,064
                                        ============         ============











          See notes to unaudited Consolidated Financial Statements



                                  4


                      THE STEPHAN CO. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS


                   LIABILITIES AND STOCKHOLDERS' EQUITY


                                        March 31,            December 31,
                                          2000                   1999
                                       (UNAUDITED)
                                       ___________           ____________
CURRENT LIABILITIES

 Accounts payable and
  accrued expenses                    $  1,827,212           $  1,856,669

 Note payable to bank                      400,000                400,000

 Current portion of
  long-term debt                         1,441,541              1,468,596

 Income taxes payable                      170,016                302,097
                                      ____________           ____________

   TOTAL CURRENT LIABILITIES             3,838,769              4,027,362

DEFERRED INCOME TAXES                    1,504,513              1,442,950

LONG-TERM DEBT                          10,053,162             10,418,320
                                      ____________           ____________

   TOTAL LIABILITIES                    15,396,444             15,888,632
                                      ____________           ____________
STOCKHOLDERS' EQUITY

  Common stock, $.01 par value              45,674                 46,610
  Additional paid in capital            19,042,769             19,404,559
  Retained earnings                     27,497,660             27,023,560
                                      ____________           ____________
                                        46,586,103             46,474,729
  LESS: 125,000 CONTINGENTLY
    RETURNABLE SHARES                   (1,351,563)            (1,351,563)
    TREASURY STOCK (84,600 shares)            -                  (326,734)
                                      ____________           ____________
  TOTAL STOCKHOLDERS' EQUITY            45,234,540             44,796,432
                                      ____________           ____________
TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                $ 60,630,984           $ 60,685,064
                                      ============           ============


          See notes to unaudited Consolidated Financial Statements

                                  5


                      THE STEPHAN CO. AND SUBSIDIARIES
              UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS



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

                                                 2000             1999
                                             ___________      ___________

NET SALES                                    $ 8,202,562      $ 8,587,870

COST OF GOODS SOLD                             4,537,157        4,771,112
                                             ___________      ___________

GROSS PROFIT                                   3,665,405        3,816,758

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES                      2,724,662        2,998,336
                                             ___________     ____________

OPERATING INCOME                                 940,743          818,422

OTHER INCOME(EXPENSE)
  Interest income                                148,353           86,801
  Interest expense                              (226,452)        (204,606)
  Other                                           43,750           40,000
                                             ___________      ___________

INCOME BEFORE TAXES                              906,394          740,617

INCOME TAXES                                     340,947          273,060
                                             ___________      ___________

NET INCOME                                   $   565,447      $   467,557
                                             ===========      ===========

BASIC AND DILUTED EARNINGS PER SHARE         $       .13      $       .10
                                             ===========      ===========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING                          4,442,745        4,600,858
                                             ===========      ===========







          See notes to unaudited Consolidated Financial Statements


                                  6


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



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

                                                 2000            1999
                                              __________      __________
CASH FLOWS FROM OPERATING ACTIVITIES:

 Net income                                   $  565,447      $  467,557
                                              __________      __________
 Adjustments to reconcile net income to
  cash flows used in
  operating activities:

   Depreciation                                  132,941         124,672

   Amortization                                  295,800         294,448

   Deferred income taxes                          61,563          39,821

   Provision for doubtful accounts                 6,050          32,041

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

     Accounts receivable                        (462,042)       (71,067)

     Inventory                                  (146,767)        733,861

     Income taxes receivable                        -             25,963

     Prepaid expenses
      and other current assets                   (54,608)        (38,563)

     Other assets                                571,101         212,508

     Accounts payable
      and accrued expenses                       (29,457)       (823,966)

     Income taxes payable                       (132,081)           -
                                             ___________     ___________

     Total adjustments                           242,500        (529,718)
                                             ___________     ___________
Net cash flows provided
 by operating activities                         807,947         997,275
                                             ___________     ___________

                                  7


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


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

                                                 2000             1999
                                             ___________      ___________

CASH FLOWS FROM INVESTING ACTIVITIES:

 Purchase of property, plant
  and equipment                                  (70,189)        (100,177)

 Other                                            (9,221)          13,646
                                             ___________      ___________
Net cash flows used in
 investing activities                            (79,410)         (86,531)
                                             ___________      ___________
CASH FLOWS FROM FINANCING ACTIVITIES:

 Repayments of long-term debt                   (392,213)        (363,858)

 Acquisition of treasury stock                   (35,992)            -

 Dividends paid                                  (91,347)         (94,517)
                                             ___________      ___________
Net cash flows (used in)/provided by
 financing activities                           (519,552)         458,375
                                             ___________      ___________
NET CHANGE IN CASH AND
 CASH EQUIVALENTS                                208,985          452,369

CASH AND CASH EQUIVALENTS,
 BEGINNING OF PERIOD                          12,079,204        8,081,762
                                             ___________      ___________
CASH AND CASH EQUIVALENTS,
 END OF PERIOD                               $12,288,189      $ 8,534,131
                                             ===========      ===========

Supplemental Disclosures of Cash Flow Information:

          Interest Paid                      $   247,718      $   246,330
                                             ===========      ===========
          Income Taxes Paid                  $   685,000      $   317,440
                                             ===========      ===========

For the quarter ended March 31, 2000, 93,600 shares of treasury stock, with
a cost of $362,726, were retired.

          See notes to unaudited Consolidated Financial Statements

                                  8


                      THE STEPHAN CO. AND SUBSIDIARIES
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                   QUARTERS ENDED MARCH 31, 2000 AND 1999


NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


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

         PRINCIPLES OF CONSOLIDATION:  The consolidated financial
statements include the accounts of The Stephan Co. and its wholly-owned
subsidiaries, Foxy Products, Inc., Old 97 Company, Williamsport Barber and
Beauty Supply Corp., Stephan & Co., Scientific Research Products, Inc. of
Delaware, Trevor Sorbie of America, Inc., Stephan Distributing, Inc. and
Morris Flamingo-Stephan, Inc. (collectively, the "Company").  All
significant intercompany balances and transactions have been eliminated in
consolidation.

         NATURE OF OPERATIONS:  The Company is engaged in the manufacture,
sale, and distribution of hair and personal care grooming products
throughout the United States. Statement of Financial Accounting Standards
No. 131, "Disclosures About Segments of an Enterprise and Related
Information" requires the reporting of segment information using a
"management approach" as it relates to the operating segments of a
business.  The Company has allocated substantially all of its business into
three segments, which include professional hair care products and
distribution, retail personal care products and manufacturing.

         USE OF ESTIMATES:  The preparation of consolidated financial
statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the consolidated financial statements
and the reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those estimates.

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

         LONG-LIVED ASSETS:   SFAS No. 121, "Accounting for the Impairment
of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of",
establishes accounting standards for the impairment of long-lived assets,
certain identifiable intangibles, and goodwill related to those assets to
be held and used, and for long-lived assets and certain identifiable
intangibles to be disposed of. SFAS No. 121 did not have a material effect
on the Company's financial position or results of operations.

                                  9


                      THE STEPHAN CO. AND SUBSIDIARIES
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                   QUARTERS ENDED MARCH 31, 2000 AND 1999

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         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
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.

         REVENUE RECOGNITION:  Revenue is generally recognized when all
significant contractual obligations have been satisfied, which involves the
manufacture and/or delivery of goods, and collectibility of the resulting
account receivable is reasonably assured.

         CASH AND CASH EQUIVALENTS:    Cash and cash equivalents include
cash, certificates of deposit, and short-term municipal bonds having
maturities of 90 days or less.  Also included in cash and cash equivalents
is a $400,000 certificate of deposit pledged as collateral against a
$400,000 note payable to bank.  The Company maintains cash deposits at
certain financial institutions in amounts in excess of federally insured
limits of $100,000.  Cash and cash equivalents held in interest-bearing
accounts as of March 31, 2000 and December 31, 1999 were approximately
$11,479,000 and $11,264,000, respectively.

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

Inventories were as follows:
                                        March 31,          December 31,
                                          2000                 1999
                                      ____________         ____________
Raw Materials                         $  2,440,717         $  2,490,406
Packaging and components                 3,574,125            4,187,055
Work in progress                           826,322              938,698
Finished goods                           7,634,725            7,257,713
                                      ____________         ____________
                                      $ 14,475,889         $ 14,873,872
Less: Amount included in
      other assets                      (2,374,931)          (2,919,681)
                                      ____________         ____________

                                      $ 12,100,958         $ 11,954,191
                                      ============         ============

                                  10


                        THE STEPHAN CO. AND SUBSIDIARIES
               NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                   QUARTERS ENDED MARCH 31, 2000 AND 1999


NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


     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


     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.


                                  11


                    THE STEPHAN CO. AND SUBSIDIARIES
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                   QUARTERS ENDED MARCH 31, 2000 AND 1999


NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)


         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 4,442,745 for the quarter ended March 31, 2000
and 4,600,858 for the quarter ended March 31, 1999.  The assumed exercise
of outstanding stock options would not be dilutive.

         NEW FINANCIAL ACCOUNTING STANDARDS:  In June 1998, the Financial
Accounting Standards Board ("FASB") issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities."  Among other provisions,
SFAS No. 133  establishes accounting and reporting standards for derivative
instruments and for hedging activities.  It also requires that an entity
recognize all derivatives as either assets or liabilities in the statement
of financial position and measure those instruments at fair value.  In July
1999, the FASB issued SFAS No. 137, "Accounting for Derivative Instruments
and Hedging Activities-Deferral of the Effective Date of FASB No. 133" for
financial statements for fiscal years beginning after June 15, 2000. This
statement is not expected to have a material impact on the Company's
financial position, results of operations or cash flows.

NOTE 2: SEGMENT INFORMATION

     In accordance with the guidelines established by SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information," 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 mass merchandisers,
chain drug stores and supermarkets who sell products to end users.  The
Manufacturing segment manufactures products for different subsidiaries of
the Company, and also manufactures private label brands for customers.

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






                                  12


                    THE STEPHAN CO. AND SUBSIDIARIES
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                   QUARTERS ENDED MARCH 31, 2000 AND 1999



NOTE 2: SEGMENT INFORMATION (continued)


                                              INCOME BEFORE
                            NET SALES         INCOME TAXES
                         _______________     _______________

                          Quarter Ended       Quarter Ended
                            March 31,           March 31,
                           2000    1999       2000     1999
                         _______________     _______________
Professional             $ 5,237 $ 5,317     $  367   $ (153)
Retail                     2,263   2,455        324      770
Manufacturing              2,106   2,797        300      301
                         _______ _______     ______  _______
   Total                   9,606  10,569        991      918

Intercompany
  Manufacturing           (1,403) (1,981)       (85)    (177)
                         _______ _______     ______  _______
   Consolidated          $ 8,203 $ 8,588     $  906  $   741
                         ======= =======     ======  =======


NOTE 3:  COMMITMENTS AND CONTINGENCIES


     As more fully described in the Company's annual report as filed on
Form 10-K for the year ended December 31, 1999, the Company, as well as
certain of its officers, were named as defendants in a class action law
suit filed in the United States Federal District Court, Southern District
of Florida.  The lawsuit alleged, among other things, certain violations of
Federal securities laws and sought an unspecified amount of damages. On
March 30, 2000, the Court dismissed the class action lawsuit against the
Company and named officers.  The dismissal is subject to appeal and other
courses of action. As such, the Company will continue 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 of any such appeal process.








                                  13


                   THE STEPHAN CO. AND SUBSIDIARIES
               QUARTERLY REPORT PURSUANT TO SECTION 13
                OF THE SECURITIES EXCHANGE ACT OF 1934
                       MARCH 31, 2000 AND 1999


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


RESULTS OF OPERATIONS

     For the quarter ended March 31, 2000, net income increased almost
$100,000 over the comparable first quarter of 1999, increasing to $565,000
from the $468,000 achieved in the prior year's first quarter.  Net sales
for the first quarter of 2000 decreased approximately 4%, declining to
$8,203,000, compared to sales of $8,588,000 for the quarter ended March 31,
1999.  This decrease was primarily due to a decline in the net sales of the
Sorbie and Image Professional lines.  These brands continue to experience a
contraction of the distribution network as the trend in consolidation of
distributors continues.  Management, however, is attempting to offset this
decline by getting better penetration of these lines through Morris
Flamingo and Williamsport Barber and Beauty Supply ("Williamsport").  This
also will have a tendency to improve the gross profit margins of these two
divisions, as these lines traditionally carry a higher gross margin than
the "hard goods" that have been their traditional business lines.  Earnings
per share increased from the $.10 achieved in the first quarter of 1999 to
$.13 for the first quarter ended March 31, 2000.  As a result of the
Company's reacquisition of shares of common stock, the weighted average
number of shares outstanding declined from 4,600,858 at March 31, 1999 to
4,442,745 at March 31, 2000.

      Overall, the gross profit margin increased to 44.7% for the quarter
ended March 31, 2000 when compared to the 44.4% achieved in the first
quarter of 1999.  Gross profit decreased by approximately $150,000, to
$3,665,000, for the first quarter of 2000 when compared to the first
quarter of 1999 due to a decline in net sales. Efforts and initiatives to
reduce costs of sales continue with periodic line reviews and evaluations
of suppliers in an effort to keep production costs at a minimum, however,
increases in the cost of componentry and transportation as a result of the
protracted upward price pressure experienced with petroleum-based products
will necessitate management to continue to emphasize the importance of cost
reduction strategies.

     Selling, general and administrative expenses for the first quarter
ended March 31, 2000 decreased by $273,000, to $2,725,000 when compared to
last year's first quarter total of $2,998,000, due, in part, to a reduction
in payroll and rental expenses.  Interest expense, net of interest income,
for the quarter ended March 31, 2000 decreased almost $40,000 when compared
to the quarter ended March 31, 1999.  This decline was due to a combination
of factors, including more invested cash, higher interest rates and less
debt outstanding.

                                  14


                   THE STEPHAN CO. AND SUBSIDIARIES
               QUARTERLY REPORT PURSUANT TO SECTION 13
                OF THE SECURITIES EXCHANGE ACT OF 1934
                       MARCH 31, 2000 AND 1999


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


LIQUIDITY & CAPITAL RESOURCES

     Cash and cash equivalents increased slightly more than $200,000, to
$12,288,000 as of March 31, 2000, when compared to December 31, 1999.
Accounts receivable increased over $462,000 due to an increase in sales in
the latter part of the first quarter.  Inventory remained relatively level,
at $12,101,000 at March 31, 2000 when compared to inventory at December 31,
1999.

     Total current assets at March 31, 2000 were $29,563,000 compared to
$28,696,000 at December 31, 1999.  Working capital increased approximately
$1,055,000 when compared to December 31, 1999.  The Company is subject to
various financial covenants with respect to working capital, current
maturity coverage and funded debt ratios under the loan agreements with a
bank.  At March 31, 2000, the Company was in compliance with all covenants.


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.

















                                  15


                      THE STEPHAN CO. AND SUBSIDIARIES
                 QUARTERLY REPORT PURSUANT TO SECTION 13
                 OF THE SECURITIES EXCHANGE ACT OF 1934
                        MARCH 31, 2000 AND 1999



                         PART II.  OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS


     On March 30, 2000, the United States District Court for the Southern
District of Florida dismissed the class action lawsuit against the Company
and named officers.  As more fully described in the Company's annual report
as filed on Form 10-K for the year ended December 31, 1999, the Company, as
well as certain of its officers, were named as defendants in this class
action law suit filed in the United States Federal District Court, Southern
District of Florida.  The lawsuit alleged, among other things, certain
violations of Federal securities laws and sought an unspecified amount of
damages.  The dismissal is subject to appeal and other courses of action.
As such, the Company will continue 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 of any such appeal process.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


(a) Exhibit 27:  Financial Data Schedule



















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                                 SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



THE STEPHAN CO.




   /s/ Frank F. Ferola
_____________________________________
Frank F. Ferola
President and Chief Executive Officer
May 15, 2000




  /s/ David A. Spiegel
___________________________
David A. Spiegel
Principal Financial and
 Accounting Officer
May 15, 2000




















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