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) 


                        September 30, 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 October 3, 2005, the Company issued a press release 
indicating its compliance with the deadline imposed by the decision 
of the AMEX Listing Qualifications Panel on August 3, 2005.  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

     On September 29, 2005, the Registrant held its Annual meeting 
of stockholders and filed its Form 10-Q for the three months ended 
March 31, 2005.  On September 30, 2005, the Registrant filed its 
Form 10-Q for the six and three month periods ended June 30, 2005.  
Accordingly, the Registrant has complied with the August 3, 2005 
decision of the Listing Qualifications Panel of the AMEX Committee 
on Securities, which required the Registrant to regain compliance 
with all AMEX listing standards by September 30, 2005, or face 
immediate delisting.
     

ITEM 9.01.  Financial Statements and Exhibits.

(c)  Exhibits:

Exhibit
Number      Description


99.1	The Stephan Co. Press Release dated October 3, 2005





















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                           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.

By:


/s/ David Spiegel
__________________________
David Spiegel
Chief Financial Officer
October 3, 2005

























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