UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q/A


Amendment
No. 1





x QUARTERLY REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
quarterly period ended March 31,
2009





or





 ̈ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





For the
transition period from _____to______





Commission
File Number 1-4436





THE
STEPHAN CO.


(Exact
name of registrant as specified in its charter)





Florida
              
              59-0676812(State
      or other jurisdiction of incorporation or organization)
              
              (IRS
      Employer 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





Former
name, former address and former fiscal year, if changed since last report: not
applicable.





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
 ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.  See definitions of "large accelerated filer,” “accelerated
filer" and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.




Large accelerated filer  ̈
              
              Accelerated filer  ̈
              
              Non-accelerated filer  ̈
              
              Smaller reporting company x(Do not check if a smaller reporting company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).   YES  ̈    NO
x





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date:





4,252,675
shares of common stock, $0.01 par value, as of April 30,
2009








EXPLANATORY
NOTE


We are
filing this amendment to our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2009 to reflect changes made in response to comments received by us
from the Staff of the Securities and Exchange Commission in connection with the
Staff’s review of our Annual Report on Form 10-K for the year ended December 31,
2008. Their comments on the 2008 Form 10-K are also applicable to our 2009
filings on Form 10-Q. This filing amends Item 4T (Controls and Procedures). In
this Form 10-Q/A, we have expanded our disclosure with respect to Controls and
Procedures. No other changes have been made to the report as originally filed on
May 20, 2009. Additionally, we have included currently-dated management
certifications from our Chief Executive Officer and Chief Financial Officer
required by Sections 302 and 909 of the Sarbanes-Oxley Act of 2002, and they are
attached to this Form 10-Q/A as Exhibits 31.1, 31.2, 32.1 and 32.2.





Item
      4T:
              Controls
      and Procedures





(a)
                Evaluation
      of Disclosure Controls and
Procedures





We
maintain disclosure controls and procedures designed to provide reasonable
assurance that information required to be disclosed in our reports filed under
the Securities Exchange Act of 1934 is recorded, processed, summarized, and
reported within the time periods specified by the SEC’s rules and forms, and
that such information is accumulated and communicated to our management,
including our CEO and CFO, as appropriate, to allow for timely decisions
regarding required disclosure. We recognize that any controls and procedures, no
matter how well designed and operated, can only provide reasonable assurance of
achieving desired control objectives. Judgment is required when designing and
evaluating the cost-benefit relationship of potential controls and
procedures.




As of the
end of the period covered by this report, with the supervision and participation
of management, including our CEO and CFO, we evaluated the effectiveness of the
design and operation of our disclosure controls and procedures. Based on this
evaluation, our CEO and CFO have concluded that, as of the end of such period,
our disclosure controls and procedures were effective at the reasonable
assurance level.





Evaluation
of Internal Control over Financial Reporting





We are
responsible for establishing and maintaining adequate internal control over
financial reporting for the Company. During 2008 we reviewed procedures at all
of our subsidiaries and evaluated the control structure of the Company as a
whole. However, because of organization changes recently made in our company,
including the acquisition of Bowman in 2008 that we have not had a chance to
fully document, and in an abundance of caution, we believe it prudent to report
that our Company did not have effective internal control over financial
reporting (“ICFR”) at March 31, 2009.  Later in 2009, we will again review
our controls and determine the effectiveness of our ICFR, and our auditors will
attest to our ICFR determination.




This
quarterly report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the Company's
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the Company to provide only management's
report in this quarterly report.




(b)
            Internal
      Control over Financial Reporting





There
were no significant changes in our internal control over financial reporting to
the knowledge of our management, or in other factors that have materially
affected or are reasonably likely to materially affect these internal controls
over financial reporting subsequent to the evaluation date.


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SIGNATURES





Pursuant
to the requirements of Section 13 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.By:
              /s/ Frank F. FerolaFrank
      F. FerolaPresident
      and Chairman of the BoardDecember
      7, 2009By:
              /s/ Robert C. SpindlerRobert
      C. SpindlerChief
      Financial OfficerDecember
      7, 2009


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