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) 


                         January 11, 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 8.01  Other Events
           


On January 11, 2005, the Registrant filed its Corporate Governance 
Certification as required by the American Stock Exchange ("AMEX"). 
This certification confirms that the Registrant complies with the 
listing requirements adopted by AMEX pursuant to the Sarbanes-Oxley 
Act of 2002, in particular, correcting those areas where the 
Registrant was deficient and the subject of a warning letter issued 
to the Registrant by AMEX dated November 18, 2004, as disclosed more 
fully in Part II, Item 5, "Other Matters" of the Registrant's Form 
10-Q, Quarterly Report for the period ended September 30, 2004.







                           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 January 13, 2005.




The Stephan Co.

By:


/s/ David Spiegel
__________________________
David Spiegel
Chief Financial Officer