SECURITIES AND EXCHANGE  COMMISSION
                        WASHINGTON, D.C. 20549


                               FORM 10-Q


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


  For the Quarter Ended June 30, 1997 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
the filing requirements for at least the past 90 days.
YES X
NO

           APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
              PROCEEDINGS DURING THE PRECEDING FIVE YEARS:


Indicate by check mark whether the Registrant has filed all documents and
reports required to be filed by Section 12, 13 and 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court.
YES
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 close of the period covered by this report.



            Common Shares outstanding as of June 30, 1997

                              4,384,266



                       THE STEPHAN CO. AND SUBSIDIARIES
               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                               JUNE 30, 1997


                                    INDEX

                                                               PAGE NO.

PART I.    FINANCIAL INFORMATION

           ITEM 1.  Financial Statements

           Consolidated Balance Sheets
           June 30, 1997 and December 31, 1996                    3-4

           Consolidated Statements of Operations
           Six months ended June 30, 1997 and 1996                 5

           Consolidated Statements of Operations
           Quarter ended June 30, 1997 and 1996                    6

           Consolidated Statements of Cash Flows
           Six months ended June 30, 1997 and 1996                7-8

           Notes to Consolidated Financial Statements             9-12

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

PART II.   OTHER INFORMATION

           ITEM 6.  Exhibits                                      15

SIGNATURES                                                        16

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

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


                                     2


                       THE STEPHAN CO. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS



                                   ASSETS


                                              June 30,       December 31,
                                                1997             1996
                                            ___________      ____________

CURRENT ASSETS

 Cash and cash equivalents                  $ 7,623,838      $  8,276,976
 Accounts receivable, net                     5,580,984         3,405,547
 Inventories, net                            11,313,150         8,432,185
 Prepaid expenses and other
  current assets                                170,865           293,425
                                            ___________      ____________

   TOTAL CURRENT ASSETS                      24,688,837        20,408,133

PROPERTY, PLANT AND EQUIPMENT, net            2,572,037         2,160,678

INTANGIBLE ASSETS, net                       27,958,729        23,131,120

OTHER ASSETS                                    803,297           798,579
                                            ___________       ___________

   TOTAL ASSETS                             $56,022,900       $46,498,510
                                            ===========       ===========





















              See Notes to Consolidated Financial Statements

                                (UNAUDITED)

                                     3


                      THE STEPHAN CO. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS



                   LIABILITIES AND STOCKHOLDERS' EQUITY


                                             June 30,        December 31,
                                               1997              1996
                                           ____________      ____________

CURRENT LIABILITIES

 Current portion of
  long-term debt                           $  1,768,507      $  1,804,879
 Accounts payable and
  accrued expenses                            5,012,736         2,553,974
 Notes payable to bank                        1,400,000         1,400,000
 Acquisition note payable                     2,399,400              -
 Income taxes payable                           822,456           464,593
                                           ____________      ____________

   TOTAL CURRENT LIABILITIES                 11,403,099         6,223,446

DEFERRED INCOME TAXES                           430,057           298,461

LONG-TERM DEBT                                5,804,105         6,688,930
                                           ____________      ____________

   TOTAL LIABILITIES                         17,637,261        13,210,837
                                           ____________      ____________
STOCKHOLDERS' EQUITY

  Common stock, $.01 par value                   43,975            41,475
  Additional paid in capital                 15,672,769        12,967,462
  Retained earnings                          22,799,505        20,278,736
                                           ____________      ____________

                                             38,516,249        33,287,673

    LESS:TREASURY STOCK(13,200 SHARES)         (130,610)             -
                                           ____________      ____________

    TOTAL STOCKHOLDERS' EQUITY               38,385,639        33,287,673
                                           ____________      ____________
TOTAL LIABILITIES AND
  STOCKHOLDERS' EQUITY                     $ 56,022,900      $ 46,498,510
                                           ============      ============




             See Notes to Consolidated Financial Statements

                                (UNAUDITED)

                                     4


                      THE STEPHAN CO. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS


                                              Six Months Ended June 30,
                                             ===========================

                                                 1997            1996
                                             ___________     ___________

NET SALES                                    $13,499,899     $13,207,742

COST OF GOODS SOLD                             4,725,640       5,322,719
                                             ___________     ___________

GROSS PROFIT                                   8,774,259       7,885,023

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES                      4,702,726       4,005,550
                                             ___________     ___________

OPERATING INCOME                               4,071,533       3,879,473

OTHER INCOME(EXPENSE)
  Interest income                                190,494         194,043
  Interest expense                              (269,405)        (60,213)
  Other income                                    62,500          43,200
                                             ___________     ___________

INCOME BEFORE TAXES                            4,055,122       4,056,503

INCOME TAXES                                   1,368,475       1,504,695
                                             ___________     ___________

NET INCOME                                   $ 2,686,647     $ 2,551,808
                                             ===========     ===========

NET INCOME PER COMMON SHARE                  $       .65     $       .62
                                             ===========     ===========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING                          4,148,904       4,131,353
                                             ===========     ===========











               See Notes to Consolidated Financial Statements

                                 (UNAUDITED)

                                     5


                      THE STEPHAN CO. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS


                                                Quarter Ended June 30,
                                             ===========================

                                                 1997            1996
                                             ___________     ___________

NET SALES                                    $ 7,105,755     $ 6,468,004

COST OF GOODS SOLD                             2,390,240       2,331,532
                                             ___________     ___________

GROSS PROFIT                                   4,715,515       4,136,472

SELLING, GENERAL AND
  ADMINISTRATIVE EXPENSES                      2,427,092       2,141,435
                                             ___________     ___________

OPERATING INCOME                               2,288,423       1,995,037

OTHER INCOME(EXPENSE)
  Interest income                                 92,104          95,977
  Interest expense                              (133,841)        (29,555)
  Other income                                    31,250          43,200
                                             ___________     ___________

INCOME BEFORE TAXES                            2,277,936       2,104,659

INCOME TAXES                                     817,595         772,340
                                             ___________     ___________

NET INCOME                                   $ 1,460,341     $ 1,332,319
                                             ===========     ===========

NET INCOME PER COMMON SHARE                  $       .35     $       .32
                                             ===========     ===========
WEIGHTED AVERAGE NUMBER
OF SHARES OUTSTANDING                          4,150,342       4,131,634
                                             ===========     ===========











               See Notes to Consolidated Financial Statements

                                 (UNAUDITED)

                                     6


                      THE STEPHAN CO. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS


                                              Six Months Ended June 30,
                                             ===========================

                                                1997             1996
                                             ___________     ___________

CASH FLOWS FROM OPERATING ACTIVITIES:

 Net income                                  $ 2,686,647     $ 2,551,808
                                             ___________     ___________
 Adjustments to reconcile net income to
  cash flows provided by operating
  operating activities:

   Depreciation                                  120,425         108,668

   Amortization                                  492,409         420,184

   Deferred income taxes                         131,596          46,749

   Provision for doubtful accounts                12,062             778

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

   Accounts receivable                          (985,554)       (310,633)

   Inventory                                  (1,297,299)       (846,213)

   Prepaid expenses
    and other current assets                     122,560          24,732

   Accounts payable
    and accrued expenses                        (473,838)     (1,248,938)

   Income taxes payable                          357,863         455,777
                                            ____________    ____________

    Total adjustments                         (1,519,776)     (1,348,896)
                                            ____________    ____________
Net cash flows provided by
 operating activities                          1,166,871       1,202,912
                                            ____________    ____________





            See Notes to Consolidated Financial Statements

                               (UNAUDITED)

                                     7


                       THE STEPHAN CO. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS



                                              Six Months Ended June 30,
                                             ===========================

                                                 1997            1996
                                             ___________     __________

CASH FLOWS FROM INVESTING ACTIVITIES:

 Purchase of property, plant
  and equipment                                 (156,784)        (65,042)

 Net changes in other assets                    (445,540)       (117,817)
                                             ___________     ___________

Net cash flows provided by/(used in)
 investing activities                           (602,324)       (182,859)
                                             ___________     ___________
CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from bank loan                            -          6,000,000

 Repayments of long-term debt                   (921,197)     (6,633,687)

 Acquisition of treasury stock                  (130,610)        (14,600)

 Dividends paid                                 (165,878)       (164,899)
                                             ___________     ___________
Net cash flows used in
 financing activities                         (1,217,685)       (813,186)
                                             ___________     ___________
NET CHANGE IN CASH AND
 CASH EQUIVALENTS                               (653,138)        206,867


CASH, BEGINNING OF PERIOD                      8,276,976       7,711,239
                                             ___________     ___________

CASH, END OF PERIOD                          $ 7,623,838     $ 7,918,106
                                             ===========     ===========

Supplemental Disclosures of Cash Flow Information:

          Interest paid                      $   261,255     $    58,212
                                             ===========     ===========

          Income taxes paid                  $   886,000     $   878,000
                                             ===========     ===========

             See Notes to Consolidated Financial Statements

                                (UNAUDITED)

                                     8


                      THE STEPHAN CO. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   QUARTERS ENDED JUNE 30, 1997 AND 1996


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 Corp., Stephan and Co. (formerly Heads or Nails, Inc.) Scientific
Research Products of Delaware, Inc., Sorbie Acquisition Co. and
subsidiaries, acquired June 28, 1996 and Stephan Distributing, Inc., which
purchased the "Image" and "Modern" brand lines from New Image Laboratories,
Inc. on June 26, 1997.  All significant intercompany balances and
transactions have been eliminated in consolidation.

           NATURE OF OPERATIONS:    The Stephan Co. is engaged in the
manufacture, sale, and distribution of personal care grooming products
throughout the United States.  The Company's business activity constitutes
a single reportable segment for purposes of Statement of Financial
Accounting Standards No 14.

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

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

           LONG-LIVED ASSETS:  The Company adopted SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of" in the year ended December 31, 1996.  SFAS No.
121 establishes accounting standards for the impairment of long-lived
assets, certain identifiable intangibles, and goodwill related to those
assets to be held and used, and for long-lived assets and certain
identifiable intangibles to be disposed of.  The adoption of SFAS No. 121
did not have a significant effect on the Company's financial position or
results of operations.

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


                                     9


                      THE STEPHAN CO. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   QUARTERS ENDED JUNE 30, 1997 AND 1996


NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 No. 25 and provide the pro forma disclosure provisions of SFAS No.
123.

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

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

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

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

There were no significant differences as of June 30, 1997 and December 31,
1996 in the carrying value and fair market value of financial instruments.

           CASH AND CASH EQUIVALENTS:    Cash and cash equivalents include
cash, certificates of deposit, United States Treasury Bills, and municipal
bonds having maturities of two months 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 and instruments as of June 30, 1997 and 1996 were
approximately $7,260,000 and $7,330,000 respectively.

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



                                     10


                   THE STEPHAN CO. AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                QUARTERS ENDED JUNE 30, 1997 AND 1996


NOTE 1:    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (con't)


           Inventories were as follows:

                                       June 30,               December 31,
                                         1997                     1996
                                      ___________             ____________

Raw Materials                         $ 1,332,407             $  1,087,257
Packaging and components                2,590,023                2,341,759
Work in progress                          687,151                1,019,317
Finished goods                          6,703,569                3,983,852
                                      ___________             ____________

  Total Inventories                   $11,313,150             $  8,432,185
                                      ===========             ============

           PROPERTY AND EQUIPMENT:    Property and equipment are recorded
at cost.  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                           5-7 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

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

           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 CONSOLIDATED FINANCIAL STATEMENTS
                QUARTERS ENDED JUNE 30, 1997 AND 1996


NOTE 1:    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (con't)


      NET INCOME PER SHARE:  Net income per common share is computed by
dividing net income by the sum of the weighted average number of shares of
common stock and common stock assumed to be outstanding upon exercise of
all stock options, utilizing the treasury stock method.  The weighted
average number of shares outstanding was 4,148,904 for the six months ended
June 30, 1997 and 4,131,353 for the six months ended June 30, 1996.  For
the quarter ended June 30, 1997, the weighted average number of shares
outstanding was 4,150,342 and 4,131,634 for the quarter ended June 30,
1996.  Fully diluted earnings per share is not presented as it is not
materially different.







































                                     12


                     THE STEPHAN CO. AND SUBSIDIARIES
             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934
                         JUNE 30, 1997 AND 1996


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

RESULTS OF OPERATIONS

Sales for the quarter ended June 30, 1997 were up almost 10% to just over
$7,100,000 when compared to the approximate $6,470,000 achieved in the
second quarter of 1996.  The increase in sales was due mostly to an
increase in core business and the acquisition of brands from New Image
Laboratories, Inc., as explained in the Liquidity and Capital Resources
section, did not have a material effect on sales.  Net income for the
second quarter of 1997 also increased 10%, to $1,460,000 compared to the
$1,332,000 for the quarter ended June 30, 1996. Earnings per share for the
second quarter was $.35 compared to  $.32 for the quarter ended June 30,
1996. For the six months ended June 30, 1997, net income was up about 5%
when compared with the same six month period in 1996, increasing
approximately $135,000, to $2,687,000 while earnings per share rose 3 cents
a share to $.65.  The Company continues to show favorable gross profits and
net earnings through the first half of 1997 and was encouraged by the
increase in sales of over $600,000 for the second quarter of 1997.  The
Company's gross profit percentage increased over 2% for the quarter ended
June 30, 1997. The gross profit margin continues to increase due to the
change in the Company's product mix attributable to the Colgate-Palmolive
brands and Trevor Sorbie product line and continuing competitive pricing
received on purchases of raw materials and components.

Selling, general and administrative expenses have increased approximately
17% for the six months ended June 30, 1997 and approximately 13% for the
second quarter of 1997.  This increase is due to higher expenses in
connection with the Trevor Sorbie line acquired in late June, 1996. The
decline from 17% overall to 13% in the second quarter is indicative of the
continuing cost savings and containment policies instituted by the Company
as it relates to the Trevor Sorbie line.

Interest expense increased over $200,000 for the current six month period
and over $100,000 for the current quarter due to interest incurred on the
Colgate-Palmolive brand acquisition and the Trevor Sorbie acquisition
loans.

Other income of $62,500 is a result of the royalty received in connection
with the Frances Denney/Color Me Beautiful licensing agreement entered into
in January, 1996.

Tax advantages of merchandise donated to a charitable organization in the
first and second quarters of 1997 had the effect of reducing the provision
for income taxes for the quarter and six months ended June 30, 1997.





                                     13


                     THE STEPHAN CO. AND SUBSIDIARIES
             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934
                        JUNE 30, 1997 AND 1996


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

LIQUIDITY & CAPITAL RESOURCES

As of June 30, 1997, the Company had over $7,600,000 in cash and cash
equivalents, which represented a decrease of approximately $650,000 since
December 31, 1996. Total current assets at June 30, 1997 was $24,690,000,
which was an increase of approximately $4,300,000. Working capital was over
$13,285,000, a decrease of almost $900,000 since December 31, 1996,
primarily as a result of debt retirement and acquisition activity.  As
explained below, the acquisition of additional product lines had a
significant impact on total assets, liabilities and working capital.

On June 26, 1997, the Company closed on the acquisition of two product
lines from New Image Laboratories, Inc.  As a result, the Company acquired
the professional hair care line of products marketed under the brand name
"Image" and a retail hair care line know as "Modern" and marketed under the
trade name "Stiff Stuff".  In addition to being popular hair care lines,
these brands have international distribution which management believes will
enhance the distribution of other Stephan Co. products.  The brands were
acquired for (i) 250,000 shares of restricted Stephan Co. stock, with
provision for half the shares to be held in escrow pending, among other
things, final adjustment of the purchase price in accordance with the
acquisition agreement and (ii) 100,000 restricted shares to be issued over
the next two years contingent upon on the achievement of certain earnings
levels as set forth in the acquisition agreement.  The acquisition was
accounted for as a purchase, with a net value of approximately $5,000,000
based upon the quoted market price of Stephan Co. stock at the time of
issuance and the value of assets acquired.  The Company acquired certain
accounts receivable, inventory, fixed assets and trademarks as well as
assuming certain outstanding trade and other liabilities of approximately
$6,665,000.  The purchase price is subject to adjustment in accordance with
the terms of the agreement.  Such adjustments, if any, will be made
utilizing the shares held in escrow.  Goodwill of approximately $5,000,000
was initially recorded, to be amortized over a 25 year period, however due
to various adjustment provisions in the agreement, the final amount of
goodwill will change.

In July, 1997, the Company increased its bank line of credit from
$2,000,000 to $5,000,000, leaving an unused line of credit of $4,000,000
available to retire the trade payables assumed in the acquisition.  The
Company anticipates that this increased line of credit will provide the
necessary funds for the above, as well as providing additional borrowing
capacity for future acquisitions, if necessary.  Additionally, and in
accordance with the terms of the acquisition agreement, the Company secured
a letter of credit for approximately $2,900,000 to guarantee the payment of
trade liabilities assumed.



                                     14


                      THE STEPHAN CO. AND SUBSIDIARIES
              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934
                         JUNE 30, 1997 AND 1996



                         PART II.  OTHER INFORMATION


ITEM 6.  EXHIBITS

 (a) Exhibit 10 - Acquisition Agreement dated as of May 23, 1997, between
New Image Laboratories, Inc., The Stephan Co. and Stephan Distributing,
Inc., in connection with the acquisition of the "Image" and "Modern"
brands.

 (b) Exhibit 27 - Financial Data Schedule







































                                     15



                                SIGNATURES



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



THE STEPHAN CO.




   /s/ Frank F. Ferola
___________________________________
Frank F. Ferola
President and Chairman of the Board
August 13, 1997




  /s/ David A. Spiegel
___________________________
David A. Spiegel
Principal Financial Officer
August 13, 1997


























                                     16