UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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Rule 13d-1(b)

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Rule 13d-1(c)

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Rule 13d-1(d)

CUSIP No.  858603103

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
David M. Knott

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

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(b)

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3.

SEC Use Only

4.

Citizenship or Place of Organization
United States of America

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
263,420

6.

Shared Voting Power 
124,480

7.

Sole Dispositive Power 
310,320

8.

Shared Dispositive Power
77,580

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
387,900

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
8.8%

12.

Type of Reporting Person (See Instructions)
IN

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Dorset Management Corporation
11-2873658

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

ý

3.

SEC Use Only

4.

Citizenship or Place of Organization
New York

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
263,420

6.

Shared Voting Power 
124,480

7.

Sole Dispositive Power 
310,320

8.

Shared Dispositive Power
77,580

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
387,900

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
8.8%

12.

Type of Reporting Person (See Instructions)
CO

Item 1.

(a)

Name of Issuer
The Stephan Co.

(b)

Address of Issuer’s Principal Executive Offices
1850 West McNab Road
Fort Lauderdale, FL  33309

Item 2.

(a)

Name of Person(s) Filing
David M. Knott and Dorset Management Corporation

(b)

Address of Principal Business Office or, if none, Residence
485 Underhill Boulevard, Suite 205
Syosset, New York 11791

(c)

Citizenship
David M. Knott - United States of America;
Dorset Management Corporation – New York

(d)

Title of Class of Securities
Common Stock $.01 Par Value

(e)

CUSIP Number
858603103

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)

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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

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Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4.

Ownership

David M. Knott and Dorset Management Corporation
See Rows 5 through 9 and 11 on the corresponding page for each reporting person.

Item 5.

Ownership of Five Percent or Less of a Class

N/A

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Persons, other than the Reporting Persons hereunder, have the right to receive or the power to direct the receipt of dividends, or the proceeds from the sale, of the securities reported herein.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

N/A

Item 8.

Identification and Classification of Members of the Group

N/A

Item 9.

Notice of Dissolution of Group

N/A

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

February 9, 2005

Date

/s/ David M. Knott

Signature

DORSET MANAGEMENT CORPORATION

By:

/s/ David M. Knott

David M. Knott, President