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) 


                             August 3, 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.

     On July 27, 2005, the Listing Qualifications Panel of the Amex 
Committee on Securities (the "Panel") held a hearing where The Stephan 
Co. (the "Company") appealed the determination of the Amex Listing 
Qualifications Department Staff to delist the Company's common stock for 
failure to comply with Amex listing Standards.  

On August 3, 2005, the Company received the Panel's unanimous 
written decision, which grants the Company an extension of time until 
September 30, 2005, to regain compliance with Amex listing standards.  
However, the Panel also unanimously agreed that should the Company not 
be in complete compliance with AMEX listing standards by September 30, 
2005, the Amex could then immediately move to delist the Company's 
common stock.  The Panel based its decision upon the Company's 
representations at the hearing and its public filings.  

ITEM 7.01.  Regulation FD Disclosure.

     On August 5, 2005, the Company issued a press release announcing 
the decision of the Panel.  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 August 5, 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 August 5, 2005.




The Stephan Co.

By:


/s/ David Spiegel
__________________________
David Spiegel
Chief Financial Officer