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 September 30, 1999

   Commission File No. 1-4436



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



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


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


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


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



                (APPLICABLE ONLY TO CORPORATE ISSUERS)



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




      Shares of Common Stock outstanding as of November 1, 1999:


                              4,665,958




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


                                    INDEX

                                                               PAGE NO.
PART I.    FINANCIAL INFORMATION

           ITEM 1.  Financial Statements

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

           Unaudited Consolidated Statements of Operations
           for the Nine months ended Sept. 30, 1999 and 1998      6

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

           Unaudited Consolidated Statements of Cash Flows
           for the Nine months ended Sept. 30, 1999 and 1998     8-10

           Notes to Unaudited Consolidated Financial
           Statements                                           11-15

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

           ITEM 3.    Quantitative and Qualitative
                      Disclosure About Market Risk                22


PART II.   OTHER INFORMATION

           ITEM 1.  Legal Proceedings                             23

           ITEM 4.  Submission of matters to a vote of
                    Security Holders                              23

        		 ITEM 5.  Other Information                             24

           ITEM 6.  Exhibits and Reports on Form 8-K              24


SIGNATURES                                                        25








                                  2


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


CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR
    PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995


     This report contains certain "forward-looking" statements.  The
Stephan Co. (the "Company") desires to take advantage of the "safe harbor"
provisions of the Private Securities Litigation Reform Act of 1995 and is
including this statement for the express purpose of availing itself of the
protections of such safe harbor with respect to all such forward-looking
statements.  Such forward looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual results,
condition (financial or otherwise), performance or achievements of The
Stephan Co. and its subsidiaries to be materially different from any future
results, performance, condition or achievements projected, anticipated or
implied by such forward-looking statements.

     Such factors include, but are not limited to, the following: general
economic and business conditions; competition; success of operating
initiatives; development and operating costs; advertising and promotional
efforts; brand awareness; the existence or absence of adverse publicity;
acceptance of new product offerings; changing trends in customer tastes;
the success of multi-branding; changes in business strategy or development
plans; quality of management; availability, terms and deployment of
capital; business abilities and judgment of personnel; availability of
qualified personnel; labor and employee benefit costs; availability and
cost of raw materials and supplies; changes in, or failure to comply with,
law; the ability to successfully integrate newly-acquired businesses and
the ability to reduce costs; the institution and outcome of litigation
commenced against the Company in respect of its overstatement of operating
results for 1998 interim periods and any risks, uncertainties and problems
inherent in such litigation; and other factors or events referenced in this
Form 10-Q.  The Stephan Co. does not undertake and specifically declines
any obligation to publicly release the results of any revisions which may
be made to any forward-looking statements to reflect events or
circumstances after the date of such statements or to reflect the
occurrence of anticipated or unanticipated events.

     Therefore, the Company cautions each reader of this report to
carefully consider the specific factors and qualifications discussed herein
with respect to such forward-looking statements, as such factors could
affect the ability of the Company to achieve its objectives and may cause
actual results to differ materially from those projected or anticipated
herein.








                                  3


                       THE STEPHAN CO. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS



                                   ASSETS



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

CURRENT ASSETS

 Cash and cash equivalents              $ 10,920,611         $  8,081,762

 Cash on deposit with trustee                176,690              270,684

 Accounts receivable, net                  5,005,252            4,680,170

 Inventories, net                         14,167,237           15,286,370

 Income taxes receivable                        -                  83,888

 Prepaid expenses and other
  current assets                             346,179              219,897
                                        ____________         ____________

   TOTAL CURRENT ASSETS                   30,615,969           28,622,771

PROPERTY, PLANT AND EQUIPMENT, net         3,031,014            3,120,658

INTANGIBLE ASSETS, net                    26,182,005           27,086,358

OTHER ASSETS                               2,016,517            2,432,278
                                        ____________         ____________

   TOTAL ASSETS                         $ 61,845,505         $ 61,262,065
                                        ============         ============













          See Notes to Unaudited Consolidated Financial Statements


                                  4


                      THE STEPHAN CO. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS



                   LIABILITIES AND STOCKHOLDERS' EQUITY


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

 Accounts payable and
  accrued expenses                    $  2,861,434           $  3,126,756

 Note payable to bank                      400,000                400,000

 Current portion of
  long-term debt                         1,558,009              1,804,971

 Income taxes payable                      580,647                   -
                                      ____________           ____________

   TOTAL CURRENT LIABILITIES             5,400,090              5,331,727

DEFERRED INCOME TAXES                      798,134                554,017

LONG-TERM DEBT                          10,618,090             11,718,169
                                      ____________           ____________

   TOTAL LIABILITIES                    16,816,314             17,603,913
                                      ____________           ____________
STOCKHOLDERS' EQUITY

  Common stock, $.01 par value              47,259                 47,259
  Additional paid in capital            19,692,043             19,692,043
  Retained earnings                     26,909,586             25,270,413
                                      ____________           ____________
                                        46,648,888             45,009,715
  LESS:125,000 Contingently
       returnable shares                (1,351,563)            (1,351,563)
       59,900 shares of
       treasury stock                     (268,134)                  -
                                      ____________           ____________
  TOTAL STOCKHOLDERS' EQUITY            45,029,191             43,658,152
                                      ____________           ____________
TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                $ 61,845,505           $ 61,262,065
                                      ============           ============



          See Notes to Unaudited Consolidated Financial Statements


                                  5


                       THE STEPHAN CO. AND SUBSIDIARIES
                UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS




                                             Nine Months Ended Sept. 30,
                                             ===========================

                                                 1999             1998
                                             ___________      ___________

NET SALES                                    $26,887,897      $26,877,396

COST OF GOODS SOLD                            14,671,898       15,477,012
                                             ___________      ___________

GROSS PROFIT                                  12,215,999       11,400,384

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES                      9,183,847        8,953,360
                                             ___________     ____________

OPERATING INCOME                               3,032,152        2,447,024

OTHER INCOME(EXPENSE)
  Interest income                                308,247          294,552
  Interest expense                              (698,509)        (719,246)
  Other                                          470,000           93,750
                                             ___________      ___________

INCOME BEFORE TAXES                            3,111,890        2,116,080

INCOME TAXES                                   1,189,166          704,394
                                             ___________      ___________

NET INCOME                                   $ 1,922,724      $ 1,411,686
                                             ===========      ===========

BASIC AND DILUTED EARNINGS PER SHARE         $       .42      $       .31
                                             ===========      ===========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING                          4,581,345        4,513,913
                                             ===========      ===========










          See Notes to Unaudited Consolidated Financial Statements


                                  6


                    THE STEPHAN CO. AND SUBSIDIARIES
              UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS




                                             Three Months Ended Sept.30,
                                             ===========================

                                                 1999             1998
                                             ___________      ___________

NET SALES                                    $ 9,195,244      $ 9,926,122

COST OF GOODS SOLD                             5,134,550        7,157,585
                                             ___________      ___________

GROSS PROFIT                                   4,060,694        2,768,537

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES                      2,996,080        3,303,142
                                             ___________     ____________

OPERATING INCOME                               1,064,614         (534,605)

OTHER INCOME(EXPENSE)
  Interest income                                118,791           92,866
  Interest expense                              (264,484)        (272,440)
  Other                                           40,000           31,250
                                             ___________      ___________

INCOME BEFORE TAXES                              958,921         (682,929)

INCOME TAXES                                     380,140         (225,380)
                                             ___________      ___________

NET INCOME                                   $   578,781      $  (457,549)
                                             ===========      ===========

BASIC AND DILUTED EARNINGS PER SHARE         $       .13      $      (.10)
                                             ===========      ===========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING                          4,549,003        4,600,858
                                             ===========      ===========










          See Notes to Unaudited Consolidated Financial Statements


                                  7


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



                                             Nine Months Ended Sept. 30,
                                             ===========================

                                                 1999            1998
                                              __________      __________
CASH FLOWS FROM OPERATING ACTIVITIES:

 Net income                                  $ 1,922,724     $ 1,411,686
                                              __________      __________
 Adjustments to reconcile net income to
  cash flows used in
  operating activities:

   Depreciation                                  375,795         236,451

   Amortization                                  893,033         886,497

   Deferred income taxes                         244,117         139,498

   Provision for doubtful accounts               119,640          41,112

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

     Accounts receivable                        (444,722)        643,385

     Inventory                                 1,119,133        (410,523)

     Income taxes receivable                      83,888            -

     Prepaid expenses
      and other current assets                  (126,282)        (32,968)

     Other assets                                415,761        (174,109)

     Accounts payable
      and accrued expenses                      (206,338)     (1,359,546)

     Income taxes payable                        580,647      (1,027,606)
                                             ___________     ___________

     Total adjustments                         3,054,672      (1,057,809)
                                             ___________     ___________
Net cash flows provided
 by operating activities                       4,977,396         353,877
                                             ___________     ___________


          See Notes to Unaudited Consolidated Financial Statements


                                  8


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



                                             Nine Months Ended Sept. 30,
                                             ===========================

                                                 1999             1998
                                             ___________      ___________

CASH FLOWS FROM INVESTING ACTIVITIES:

 Cash acquired from acquisition                     -               5,266

 Decrease in cash on deposit with trustee         93,994           80,107

 Purchase of property, plant
  and equipment                                 (286,151)        (539,081)

 Purchase of intangible assets                   (47,664)          85,291
                                              ___________      ___________

Net cash flows used in
 investing activities                           (239,821)        (368,417)
                                             ___________      ___________
CASH FLOWS FROM FINANCING ACTIVITIES:

 Repayments of long-term debt                 (1,347,041)      (1,357,125)

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

 Acquisition of treasury stock                  (268,134)            -

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

 Dividends paid                                 (283,551)        (271,269)
                                             ___________      ___________
Net cash flows used in
 financing activities                         (1,898,726)        (706,031)
                                             ___________      ___________
NET CHANGE IN CASH AND
 CASH EQUIVALENTS                              2,838,849         (720,571)

CASH AND CASH EQUIVALENTS,
 BEGINNING OF PERIOD                           8,081,762        8,491,174
                                             ___________      ___________
CASH AND CASH EQUIVALENTS,
 END OF PERIOD                               $10,920,611      $ 7,770,603
                                             ===========      ===========




          See Notes to Unaudited Consolidated Financial Statements


                                  9


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





Supplemental Disclosures of Cash Flow Information:


                                              Nine Months Ended Sept. 30,
                                             ============================

          Interest Paid                      $   798,829      $   684,624
                                             ===========      ===========
          Income Taxes Paid                  $   317,440      $ 1,354,424
                                             ===========      ===========



Supplemental Disclosure of Non-Cash Investing and Financing Activities:

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

























          See Notes to Unaudited Consolidated Financial Statements




                                  10


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


NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

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

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

         STOCK-BASED COMPENSATION:  On January 1, 1996, the Company adopted
SFAS No. 123, "Accounting for Stock-Based Compensation", which permits
entities to recognize as expense over the vesting period the fair value of

                                  11


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

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

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.

         FAIR VALUE OF FINANCIAL INSTRUMENTS:  Statement of Financial
Accounting Standards No. 107, "Disclosure about Fair Value of Financial
Instruments", requires disclosure of the fair value of financial
instruments, both assets and liabilities, recognized and not recognized in
the consolidated balance sheets of the Company, for which it is practicable
to estimate fair value.  The estimated fair values of financial instruments
which are presented herein have been determined by the Company using
available market information and recognized valuation methodologies.
However, considerable judgment is required in interpreting market data to
develop estimates of fair value.  Accordingly, the estimates presented
herein are not necessarily indicative of amounts the Company would actually
realize in a current market sale of such instrument.

          The following methods and assumptions were used to estimate fair
value:

     - the carrying amounts of cash and cash equivalents, receivables and
accounts payable approximate fair value due to their short term nature;

     - discounted cash flows using current interest rates for financial
instruments with similar characteristics and maturity were used to
determine the fair value of notes payable and other debt.

There were no significant differences as of Sept. 30, 1999 and December 31,
1998 in the carrying value and fair market value of financial instruments.

         CASH AND CASH EQUIVALENTS:    Cash and cash equivalents include
cash, certificates of deposit, and short-term municipal bonds usually
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 a 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 September 30, 1999 and December 31, 1998
were approximately $9,844,000 and $7,121,000, respectively.

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




                                  12


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

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         Inventories were as follows:

                                      September 30,        December 31,
                                          1999                 1998
                                      ____________         ____________

Raw Materials                         $  2,844,129         $  4,042,217
Packaging and components                 4,764,154            4,375,596
Work in progress                         1,057,689              959,057
Finished goods                           6,993,105            7,848,046
                                      ____________         ____________

                                      $ 15,659,077         $ 17,224,916
Less: Amount included in
      other assets                      (1,491,840)          (1,938,546)
                                      ____________         ____________

                                      $ 14,167,237         $ 15,286,370
                                      ============         ============

     Raw materials include surfactants, chemicals and fragrances used in
the production process.  Packaging materials include cartons, inner sleeves
and boxes used in the actual product, as well as outer boxes and cartons
used for shipping purposes.  Components are the actual bottles or
containers (plastic or glass), jars, caps, pumps and similar materials that
will be part of the finished product.  Finished goods also include hair
dryers, electric clippers, lather machines, scissors and salon furniture.

     Included in other assets are raw materials, packaging and components
inventory not anticipated to be utilized in less than one year.

         PROPERTY, PLANT AND EQUIPMENT:    Property, plant and equipment
are recorded at cost.  Routine repairs and maintenance are expensed as
incurred.  Depreciation is provided on a straight line basis over the
estimated useful lives of the assets as follows:

       Buildings and improvements                        15-30 years
       Machinery and equipment                           5-10 years
       Furniture, fixtures and office equipment          3-5 years

         INTANGIBLE ASSETS:     Intangible assets are amortized using the
straight-line method based on the following estimated useful lives:

              Goodwill                           20-40 years
              Covenant not to compete            7 years
              Trademarks                         20-40 years
              Deferred acquisition costs         10 years




                                  13


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


NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     The amount of impairment, if any, in unamortized goodwill is measured
based on projected future results of operations.  To the extent future
results of operations of those subsidiaries to which the goodwill relates
over the period such goodwill is being amortized are sufficient to absorb
the amortization of goodwill, the Company has deemed there to be no
impairment of goodwill.

         INCOME TAXES:  Income taxes are calculated under the asset and
liability method of accounting.  Deferred income taxes are recognized by
applying the enacted statutory rates applicable to future year differences
between the financial statement carrying amounts and the tax basis of
existing assets and liabilities.  A valuation allowance is recorded when it
is more likely than not that some portion or all of the deferred tax asset
will not be realized.

         BASIC AND DILUTED EARNINGS PER SHARE:  Basic and diluted earnings
per share are computed by dividing net income by the weighted average
number of shares of common stock outstanding. The weighted average number
of shares outstanding was 4,581,345 for the nine months ended September 30,
1999 and 4,513,913 for the nine months ended September 30, 1998.  For the
quarter ended September 30, 1999, the weighted average number of shares
outstanding was 4,549,003 and 4,600,858 for the quarter ended September 30,
1998.

NOTE 2: SEGMENT INFORMATION

     The Company adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information", effective for the year ended December
31, 1998.  In accordance with the guidelines established by SFAS No. 131,
the Company has identified three reportable operating segments, based upon
how management evaluates its business.  These segments are Professional
Hair Care Products Distribution ("Professional"), Retail Personal Care
Products ("Retail"), and Manufacturing.  The Professional segment generally
has as a customer base distributors who purchase the Company's hair
products and beauty and barber supplies for sale to salons and barber
shops.  The customer base for the Retail segment is generally mass
merchandisers, chain drug stores and supermarkets who sell the product to
the end user.  The Manufacturing segment manufactures products for
subsidiaries of the Company, as well as manufacturing private label brands
for customers.

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





                                  14


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


NOTE 2: SEGMENT INFORMATION (continued)



                            NET SALES           NET SALES
                         _______________     _______________

                           Nine Months         Three Months
                         Ended Sept. 30,     Ended Sept. 30,
                           1999    1998        1999     1998
            			          _______________     _______________
Professional             $17,021 $16,429     $ 6,248 $ 6,233
Retail                     7,416   7,697       2,241   2,619
Manufacturing              9,940  11,258       3,269   3,900
                         _______ _______     _______ _______
   Total                  34,377  35,384      11,758  12,752

Intercompany
  Manufacturing           (7,489) (8,507)     (2,563) (2,826)
                         _______ _______     _______ _______
   Consolidated          $26,888 $26,877     $ 9,195 $ 9,926
                         ======= =======     ======= =======



                          INCOME BEFORE       INCOME BEFORE
                          INCOME TAXES        INCOME TAXES
                         _______________     _______________

                           Nine Months         Three Months
                         Ended Sept. 30,     Ended Sept. 30,
                           1999    1998        1999     1998
            			          _______________     _______________
Professional             $ 1,450 $ 1,181     $  920   $   52
Retail                     1,388     656         28     (372)
Manufacturing                274     279         11     (363)
                         _______ _______     ______  _______

   Consolidated          $ 3,112 $ 2,116     $  959  $  (683)
                         ======= =======     ======  =======


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








                                  15



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


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

OVERVIEW

     Net sales for the quarter were approximately 7% lower than the
comparable quarter in 1998, declining $731,000 for the quarter ended
September 30, 1999 as a result of lower ethnic hair care sales and private
label manufacturing.  However, net sales for the nine months ended
September 30, 1999, when compared to the nine months ended September 30,
1998, were level, at just under $26,900,000. These results actually reflect
continued efforts to increase the profit margins of the various business
lines by reducing the number of low margin SKU's carried by the Company and
continued diversification of suppliers to obtain the best pricing
available.  Management of the Company has placed emphasis on increasing net
income in an effort to position itself to return to profitability levels
achieved in prior years.  As a result, the level sales experienced through
the third quarter of 1999 is not expected to be enhanced by historically
lower fourth quarter sales and it is not anticipated that sales for 1999
will be as high as those experienced in 1998.

     The Company's efforts to reduce selling, general and administrative
expenses continues to benefit overall performance.  With improvements shown
in the third quarter of 1999, the Company is on track to maintain these
expenses at a level equal to last year's total of $12,240,000, in spite of
the increased legal costs associated with the class action lawsuit (as
described more fully elsewhere in this quarterly report) and the related
increase in bank fees.  Additionally, selling general and administrative
expenses in 1999 include the operations of Morris Flamingo (acquired on
March 18, 1998) for the whole year, which made efforts to control costs
more difficult.  In an effort to improve overall performance, the Company
will persist to work aggressively to control these costs, as well as
maintain a focus on improving the gross profit margin in order to achieve
higher profit margins and higher net income.

RESULTS OF OPERATIONS

     Net sales for the quarter ended September 30, 1999 were $9,195,000
compared to the $9,926,000 achieved in the comparable third quarter of
1998.  As indicated above, this decline in net sales is due to a decrease
in the net sales of the ethnic hair care line included in the Retail
segment as well as a decline in private label manufacturing.  While retail
mail order sales of Frances Denney product line improved almost 30% over
the second quarter of 1999 and 10% over the comparable third quarter of
1998, sales to major retail stores (in connection with the existing Color
Me Beautiful contract) did not experience the same level of Christmas
"sell-in" in the third quarter of 1999 when compared to 1998.  Professional
sales were relatively level, with an increase in the Sorbie line offsetting
slower sales of the Image line and the New Era line, which is currently
under redesign and reintroduction stages with full implementation

                                  16


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


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

anticipated in the year 2000.  Overall, professional distribution sales
were also level when compared to the third quarter of 1998.  With increased
spending for advertising and promotions planned for the rest of the year
and through the year 2000, management is optimistic that professional sales
will be enhanced by education programs, updated packaging and new,
innovative product line extensions.  Net sales of the Manufacturing segment
were lower for the quarter ended September 30, 1999 when compared to the
comparable period in 1998, due to a decline in private label production.
For the quarter ended September 30, 1998, the Company was manufacturing a
new, additional product for a private label customer who was introducing a
new line and was thus experiencing a higher than normal increase due to
this "sell-in".

     Largely as a result of controlling expenses by diligent sourcing of
purchases and moderate price increases, gross profit in the third quarter
of 1999 improved to $4,061,000, or 44.2%, compared to restated gross profit
of $2,769,000, or 27.9%, for the quarter ended September 30, 1998.  The
increase continues to be encouraging to management as it shows that efforts
to improve gross profit and margins are having an impact.

     For the quarter ended September 30, 1999, selling, general and
administrative expenses decreased in excess of $300,000 over the
corresponding third quarter of 1998 and almost $200,000 over the second
quarter of 1999. When the September 30, 1999 quarter's selling, general and
administrative expenses are compared to the selling, general and
administrative expenses incurred in the previous four quarters, the Company
was able to reduce these expenses substantially.  Following the acquisition
of Morris-Flamingo in mid-March, 1998, selling, general and administrative
expenses had increased to approximately $3,300,000 in each of the third and
fourth quarters of 1998, so management is pleased with its efforts to
reduce these expenses.  While the Company is continuing its efforts to
control these expenses, there can be no assurances that these expenses will
continue to decline in the future, especially in light of the class action
litigations mentioned above and as more fully described later herein and in
the Company's annual report filed on Form 10-K for the year ended December
31, 1998.

     Interest expense for the quarter and nine months ended September 30,
1999 decreased approximately $8,000 and $21,000, respectively, from the
corresponding periods in 1998, as a result of the favorable refinancing (in
November, 1998) of debt incurred for various acquisitions, and the
continued reduction in the amount of outstanding debt.  Income taxes for
the three and nine month periods ended September 30, 1999 increased as a
result of higher net income.

     Net income for the quarter ended September 30, 1999 was $579,000, as
compared to a restated net loss of $458,000 for the third quarter of 1998.

                                  17


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


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

Basic earnings per share for the third quarter was $.13, compared to a
restated net loss of $.10 for the comparable quarter in 1998.  Other income
includes a $40,000 royalty fee, received in each quarter of 1999, from the
licensing of Frances Denney products.  This minimum fee increased in 1999
from the $31,250 received in each quarter of 1998.

      Net sales of $26,888,000 is level with the net sales of $26,877,000
for the nine months ended September 30, 1998.  The net sales of the
Professional segment increased, largely as a result of the Morris-Flamingo,
L.P. acquisition, which was consummated in mid-March, 1998.  Although sales
for the nine months ended September 30, 1999 were level when compared to
the corresponding period in 1998, gross profit for the period increased
over $800,000, or 7%, to $12,216,000, compared to the restated $11,400,000
achieved for the nine months ended September 30, 1998.  The gross profit
margin increased to 45.4% for the nine months ended September 30, 1999 when
compared to the restated 42.4% achieved in the nine months ended September
30, 1998.  The gross profit margin for the nine months ended September 30,
1999 was comparable to the gross profit margin for the six months ended
June 30, 1999, but for the quarter ended September 30, 1999 there was a
slight decrease from the quarter ended June 30, 1999.  This decrease is the
result of a change in the mix of the business in the third quarter, with
Morris Flamingo comprising a larger overall portion of third quarter sales.
Management is encouraged, however, by the fact that this was the first
quarter that the gross profit margin of Morris Flamingo was over 30%.

     While the Company believes in time it will be able to improve its
gross profit margin, the margin is still expected to be adversely impacted
in future quarters as a result of the lower gross margin generated by
Morris-Flamingo sales and the continued reduction of non-profitable or slow
moving SKU's.  Efforts and initiatives to reduce cost of sales continue
with extensive line reviews and evaluations of suppliers in an effort to
improve the gross margin and the overall profitability of Morris-Flamingo,
as well as the Company as a whole, but given the current mix of sales, it
is not anticipated that the Company will return to the higher gross profit
margins experienced before the Morris-Flamingo acquisition in the near
future, however the Company does expect to eventually achieve a gross
profit margin that is more in line with the historical gross profit margins
of the Company.

     Selling, general and administrative expenses for the nine months ended
September 30, 1999 increased $231,000, to $9,184,000, when compared to last
year's comparable nine month period total of $8,953,000, primarily due to
the inclusion of Morris Flamingo expenses for a full nine month period this
year (the subsidiary was not acquired until mid-March, 1998).

     Net income for the nine months ended September 30, 1999 was
$1,923,000, increasing 36%, or $511,000, from net income for the restated

                                  18


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


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

nine months ended September 30, 1998 of approximately $1,412,000.  Basic
earnings per share increased 35% to $.42 for the nine months ended
September 30, 1999, when compared to the restated $.31 for the nine months
ended September 30, 1998. Net income was favorably impacted for the nine
month period ended September 30, 1999 by a one-time license fee in the
amount of $350,000 (received in the second quarter of 1999) for the use of
the Image trademark on certain fragrances marketed in all countries in
which Image has trademark rights.  This license agreement had the effect of
increasing basic earnings per share by approximately $.05, net of taxes,
for the nine months ended September 30, 1999.

LIQUIDITY & CAPITAL RESOURCES

     Cash and cash equivalents increased over $2,800,000 from December 31,
1998, to just under $11,000,000.  Inventory  decreased $1,119,000 from the
amount of inventory on hand at December 31, 1998.  The reduction in
inventory is indicative of the Company's efforts to reduce the amount of
inventory on hand, especially as it relates to Morris Flamingo.  The
Company still finds it necessary, however, to carry a larger inventory than
in past years due to the significant amount of Stock Keeping Units (SKU's)
the Company must manufacture and carry.  As such, many more chemicals, raw
materials, components, packaging and finished goods are required to be kept
in stock in order to help ensure product availability.

     Expenditures for new equipment, as well as other additions to fixed
assets, continued through the third quarter of 1999 in an effort to
increase production capabilities to meet product and customer requirements.
In connection with computer system upgrades, Y2K expenditures, primarily
for Morris Flamingo, were over $50,000 and it is anticipated that the
completion of the upgrade will cost less than $100,000. The Company
anticipates that it will spend approximately $1,000,000 to construct new
warehousing on existing land adjacent to its Tampa manufacturing facility
and or purchase additional warehouse space in the proximate location of the
existing manufacturing facility in an effort to consolidate off-site
locations and reduce rental expense. The improvements and or purchase will
either be funded from existing cash resources or new borrowings, depending
upon available cash and current interest rates.  No material expenditures
have been made through September 30, 1999 on any such construction or
purchase.

     In April, 1999, the Board of Directors authorized the repurchase of up
to 1,000,000 shares of the Company's outstanding common stock.  As at
September 30, 1999, the Company had repurchased 59,900 shares, for a total
cost of $268,000.  Management of the Company will continue to evaluate
market and other conditions to determine the extent of any future stock
repurchases.


                                  19


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


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

     Total current assets at September 30, 1999 were $30,616,000 compared
to $28,623,000 at December 31, 1998.  Working capital increased $1,925,000,
to $25,216,000, when compared to December 31, 1998.  The Company is subject
to various financial covenants with respect to working capital, current
maturity coverage and funded debt ratios under its loan agreement with a
bank.  At September 30, 1999, the Company was in compliance with the
original, as well as the modified requirements of these covenants, under
the terms of the waiver obtained.  In accordance with the terms of that
waiver, the interest rate charged on the outstanding indebtedness will
return to the original, lower rate, effective in the fourth quarter of
1999.

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

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.

                                  20


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


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

     While it is the Company's assessment that its risk of exposure to Y2K
problems are low, certain Year 2000 risk factors could have a material
adverse effect on results of operations, liquidity and financial condition.
For the most part, these risks are not within the Company's control.  These
risk factors include, but are not limited to, unexpected failures by
significant business suppliers and/or customers, extended failures by
public utility companies or common carriers supplying goods or services to
the Company or delivering finished product manufactured by the Company, or
failures in the banking system and/or capital markets.

     The Company has completed an assessment of its current Information
Technology (IT) systems and has determined that sales and accounts
receivable comprise the more significant IT systems that might be affected
by the Y2K problem. The Company believes that there currently is in place
sufficient alternative methods of maintaining information should other IT
systems fail.  Costs related to the overall assessment of the Company's Y2K
readiness are not material.

     The Company purchases all of its raw materials, components and
packaging from third party suppliers, and as such, may be at risk from
suppliers who may not be Y2K compliant.  The inability or failure of
suppliers to be Y2K compliant may result in shortages that could adversely
impact the operations and condition of the Company.  While it is difficult
to accurately project the disruptions that may occur under these
circumstances, the Company believes that it maintains a sufficient level of
inventory that would mitigate any disruption caused by an inability of one
or more current suppliers to fulfill the Company's orders.  On the basis of
communications and correspondence with existing suppliers, the Company has
determined that most suppliers are attempting to be, or are already, Y2K
compliant.

     In addition to the above, the Company has determined that there may
also be a risk arising from the inability of customers who are not Y2K
compliant to pay their invoices in a timely manner.  The Company believes
it has adequate resources to lessen any disruption in sales and or cash
flow that may occur as a result of this and will continue to assess this
risk through Y2K readiness inquiries with customers.

     As it relates specifically to the Company's and its subsidiaries'
computer systems and software, the Company is in the process of converting
all of its existing computer systems to become Y2K compliant.  The software
in use by the Florida facilities is anticipated to be completely updated by
the fourth quarter of 1999 (at no additional cost other than the normal
quarterly software maintenance fee paid by the Company), at which time the
Company believes such software will be Year 2000 compliant. Included in
this process was the Y2K upgrade of both the hardware operating system and
the application software, however not all modules of the software have been

                                  21


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


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

implemented at this time.  While the Y2K compliant application software for
the subsidiaries located in Florida was purchased from the Company's
software developer, the Y2K compliant software for Morris Flamingo-Stephan
and Williamsport Barber and Beauty Supply Corp. is being modified by
outside sources and is progressing as scheduled.  All testing of installed
Y2K compliant operating and application system software has been completed
and no problems have been encountered to date.  The Company currently uses
a consultant to assist in the implementation of the hardware and software
system, who is also monitoring the Y2K upgrade procedures and related
Company upgrade and integration plans.  Based upon the Company's current
readiness and the procedures that have been implemented, the Company does
not anticipate costs relating to Year 2000 problems to have any material
adverse effect on its financial condition, results of operations or cash
flows.  While there are no formal contingency plans, the Company feels that
its overall financial stability, the ability to maintain excess inventory
quantities, and back-up production capabilities will enable the Company to
deal with Y2K problems as they arise.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     The Company does not hold any derivative or other financial
instruments for which fair value disclosure would be required under
Statement of Financial Accounting Standards No. 107.  In addition, the
Company does not invest in securities that would require disclosure of
market risk, nor does it have floating rate loans or foreign currency
exchange rate risks.





















                                  22


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


                         PART II.  OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

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


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


        The Company's Annual Meeting of Stockholders was held on Friday,
August 27, 1999.  The following individuals, representing the two Class I
directors, were duly elected by the vote indicated below to be directors of
the Company by the holders of a majority of the outstanding common shares
of stock of the Company, until the annual meeting of stockholders in 2002.



                                                        Votes
                                             __________________________

                                                  For       Withheld
                                              ___________  ___________


         		John DePinto                         3,691,274     202,711

         		Shouky A. Shaheen                    3,798,674      95,311







                                  23


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



ITEM 5.  OTHER INFORMATION

       In accordance with Rules 14a-4(c) and 14a-5(e) promulgated under the
Securities Exchange Act of 1934, the Company hereby notifies its
stockholders that if the Company does not receive notice by June 4, 2000 of
a proposed matter to be submitted for stockholder vote at the Company's
2000 Annual Meeting, then any proxies held by members of the Company'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

































                                  24




                                 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
November 15, 1999




  /s/ David A. Spiegel
___________________________
David A. Spiegel
Principal Financial and
 Accounting Officer
November 15, 1999






















                                  25