United States
                 Securities and Exchange Commission
                       Washington D.C. 20549 

                             Form 8-K 

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


         Date of Report(Date of the earliest event reported) 


                           April 20, 2005            
                           ______________


                           THE STEPHAN CO.
        (Exact name of registrant as specified in its charter)


     Florida                1-4436                59-676812
 (State or other       (Commission File       (I.R.S. Employer
 jurisdiction of           Number)         Identification Number)  
  incorporation) 

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

                          (954) 971-0600
        (Registrant's telephone number, including area code)     


Check the appropriate box below if the Form 8-K filing is intended to 
simultaneously satisfy the filing obligation of the Registrant under 
any of the following provisions:
 _
|_|  Written communications pursuant to Rule 425 under the Securities
     Act (17 CFR 230.425)
 _
|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange
     Act (17 CFR 240.14a-12)
 _
|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))
 _
|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))






ITEM 3.01  Notice of Delisting or Failure to Satisfy a Continued
           Listing Rule or Standard; Transfer of Listing.


(a)	On April 20, 2005, the Registrant received notification from 
the American Stock Exchange ("AMEX") that the failure to file 
its Annual Report on Form 10-K for the fiscal year ended 
December 31, 2004, as required by Sections 134 and 1101 of 
the AMEX Company Guide, is a material violation of its 
listing agreement with the AMEX.  Pursuant to Section 1003(d) 
of the above referenced Company Guide, the Company is subject 
to suspension of trading and possibly, delisting.

In accordance with the AMEX letter, the Company must submit a 
plan by May 4, 2005, advising the AMEX of actions taken, or 
to be taken, to bring the Company into compliance with all 
continued listing standards (specifically, at this time, the 
holding of an annual meeting of stockholders and the filing 
of the Annual Report on Form 10-K) by May 31, 2005.  

The Company intends to submit a plan to AMEX by May 4, 2005, 
and will keep its stockholders informed of any developments 
as the situation warrants.   


ITEM 7.01.  Regulation FD Disclosure.

     On April 26, 2005, the Company issued a press release announcing 
the receipt of the AMEX letter.  A copy of the press release is 
furnished as Exhibit 99.1 to this Current Report on Form 8-K.


ITEM 9.01.  Financial Statements and Exhibits.

(c)  Exhibits:

Exhibit
Number      Description

99.1        The Stephan Co. Press Release dated April 26, 2005



                           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, in the State of 
Florida on April 26, 2005.




The Stephan Co.

By:


/s/ David Spiegel
__________________________
David Spiegel
Chief Financial Officer