Mail Stop 3561

							September 30, 2005


David Spiegel
Chief Financial Officer
The Stephan Co.
1850 W. McNab Road
Fort Lauderdale, FL  33309


RE:	The Stephan Co.
	Item 4.01 Form 8-K filed September 19, 2005
	Form 10-Q for the Quarter Ended March 31, 2005
            File No. 1-4436


Dear Mr. Spiegel:

          We have reviewed your filings and have the following
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your explanation as to why our comments are inapplicable or a
revision is unnecessary.   Please be as detailed as necessary in
your
explanation.   In some of our comments, we may ask you to provide
us
with more information so we may better understand your disclosure.
After reviewing this information, we may raise additional
comments.

          Please understand that the purpose of our review process
is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to contact us at the telephone numbers
listed
at the end of this letter.

Item 4.01 Form 8-K filed September 19, 2005
1. Please consider revising the second paragraph to clearly cover
the
reports for either of the past two years.  As worded, a reader may
believe you are referring to only the most recent report which
covers
2 years of financial statements.  See Item 304(a)(1)(ii) of
Regulation S-K.
2. Please expand the forth paragraph of your disclosure to state
that
there were no disagreements in the subsequent interim period
through
the date of dismissal, if true.  See Item 304(a)(1)(iv) of
Regulation
S-K.


David Spiegel
The Stephan Co.
September 30, 2005
Page 2

3. Your initial filing of the Item 4.01 Form 8-K did not contain
the
date in the Signatures section of the Form.  Since this is a
requirement of the Form, please file an amendment to the Form 8-K
including the date the amendment is being signed.
4. The amendment to the Form 8-K filed in response to the above
two
comments should include an updated letter from Deloitte & Touche
covering the revised disclosure.

Forms 10-Q
5. In your Form 8-K you report that you engaged Goldstein Lewis to
review interim financial statements.  We note that you have
recently
filed your March 31, 2005 Form 10-Q.  Please confirm to us that
the
Form 10-Q was reviewed by the independent accountants prior to its
filing.
6. Please tell us the status of filing your Form 10-Q for the
quarter
ended June 30, 2005.  Please tell us if the filing was not made
due
to the lack of a review by independent accountants.  If this is
the
case, you may want to consider filing the Form 10-Q with prominent
disclosure that the filing does not comply with the requirements
of
Article10(d) of Regulation S-X.  Please advise.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosures in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.



David Spiegel
The Stephan Co.
September 30, 2005
Page 3



	Your amended filing should include a cover letter providing
the
information and representations requested above. Please file the
cover letter as correspondence on our EDGAR system when you file
the
Form 8-K/A.   Any questions regarding the above should be directed
to
Robert Burnett, Staff Accountant, at (202) 551-3330, or in his
absence, to me at (202) 551-3841.

							Sincerely,



							Michael Moran
						            Branch Chief


??

??

??

??