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) 


                            May 24, 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 7.01.  Regulation FD Disclosure.

On May 24, 2005, the Company issued a press release announcing 
its inability to meet the May 31, 2005 deadline to hold an annual
meeting of stockholders.  A copy of the press release is furnished as 
Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 8.01  Other Events

As indicated in previous periodic filings with the SEC, the Company 
was not in compliance with Section 704 of the AMEX Company guide in 
that it has not held an annual meeting of stockholders since 
September 1, 2000.  In connection with its continuing efforts to 
schedule an annual meeting of stockholders, the Company continues to 
work closely with its auditors and the SEC to fully respond to the 
remaining SEC comments with respect to the valuation of certain long-
term inventory; however, the Company will be unable to comply with 
the May 31, 2005 deadline to hold an annual meeting of stockholders.  
The Company had previously submitted a timetable to AMEX to bring it 
into full compliance with AMEX continued listing standards by May 31, 
2005.  The Company has previously been advised that failure to meet 
this deadline of May 31, 2005 may cause the Company's common stock to 
be de-listed.   


ITEM 9.01.  Financial Statements and Exhibits.

(c)  Exhibits:

Exhibit
Number      Description

99.1        The Stephan Co. Press Release dated May 24, 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 May 26, 2005.


The Stephan Co.

By:


/s/ David Spiegel
__________________________
David Spiegel
Chief Financial Officer