UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

                             FORM 12b-25

                     NOTIFICATION OF LATE FILING

SEC FILE NUMBER: 1-4436           CUSIP NUMBER: 858603103000

(Check one):   
( )Form 10-K  ( )Form 20-K   ( )Form 11-K   (X)Form 10-Q   ( )Form N-SAR   

                                   September 30, 2004
              For Period Ended:_____________________________
              ( ) Transition Report on Form 10-K
              ( ) Transition Report on Form 20-F
              ( ) Transition Report on Form 11-K
              ( ) Transition Report on Form 10-Q
              ( ) Transition Report on From N-SAR
              For the Transition Period Ended:______________

Nothing in this form shall be construed to imply that the 
Commission has verified any information contained herein.

If the notification relates to a portion of the filing 
checked above, identify the Item(s) to which the 
notification relates:_______________________________________

PART I - REGISTRANT INFORMATION

                      THE STEPHAN CO.
____________________________________________________________
Full Name of Registrant

____________________________________________________________
Former Name if Applicable

                   1850 WEST McNAB ROAD
____________________________________________________________ 
Address of Principal Executive Office(Street and Number)

             FORT LAUDERDALE, FLORIDA  33309
____________________________________________________________
City, State and Zip Code








PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without 
unreasonable effort or expense and the registrant seeks 
relief pursuant to Rule 12b-25(b), the following should be 
completed. (Check box if appropriate)

    | (a) The reasons described in reasonable detail in Part 
    |     III of this form could not be eliminated without 
    |     unreasonable effort or expense;
    | 
    | (b) The subject annual report, semi-annual report,
(x) |     transition report on Form 10-K, Form 20-F, 11-K,
    |     Form N-SAR, or portion thereof, will be filed on 
    |     or before the fifteenth calendar day following the   
    |     prescribed due date; or the subject quarterly report of 
    |     transition and report on Form 10-Q, or portion thereof
    |     will be filed on or before the fifth calendar day
    |     following the prescribed due date; and
    |
    | (c) The accountant's statement or other exhibit
    |     required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why the Form 
10-K, 11-K, 10-Q, N-SAR, or the transition report or portion 
thereof, could not be filed within the prescribed time 
period.  (Attach Extra Sheets if Needed)


As a result of continuing discussions with the Company's 
auditors with respect to the accounting treatment of certain 
stock options exercised and the impact on the financial 
statements for the quarter ended September 30, 2004, the 
Company was unable to file their report on Form 10-Q for the 
quarter ended September 30, 2004 on a timely basis.
 

PART IV - OTHER INFORMATION


(1) Name and telephone number of person to contact in regard 
to this notification.

      David Spiegel              (954)         971-0600
____________________________  ___________  ________________
          (Name)              (Area Code) (Telephone Number)






(2) Have all other periodic reports required under Section 
13 or 15(d) of the Securities Exchange Act of 1934 or 
Section 30 of the Investment Company Act of 1940 during the 
preceding 12 months (or for such shorter period that the 
registrant was required to file such reports) been filed? If 
answer is no, identify report(s).
                                             (X)Yes ( )No
____________________________________________________________





(3) Is it anticipated that any significant change in results 
of operations from the corresponding period for the last 
fiscal year will be reflected by the earnings statements to 
be included in the subject report or portion thereof?   

                                            (X)Yes ( )No

If so, attach an explanation of the anticipated change, both 
narratively and quantitatively, and, if appropriate, state 
the reasons why a reasonable estimate of the results cannot 
be made.

============================================================

                       THE STEPHAN CO.
     __________________________________________________
        (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by 
the undersigned hereunto duly authorized.

     November 16, 2004        /s/ David Spiegel     
Date__________________ By_______________________________







PART IV, Item (3)  Additional Information:


     As indicated in PART III above, certain executives of 
the Company exercised options, utilizing the "cashless 
method" as provided for in the 1990 Key Employee Stock 
Incentive Plan, as amended.  The Company and its auditors 
are evaluating the proper accounting treatment of these 
transactions, which may require the Company to record 
additional compensation expense in the amount of $415,000, 
which will be a significant change in results of operations 
from the corresponding period for the last fiscal year.