As filed with the Securities and Exchange Commission on May 21, 1998
                                                    Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933


                                 THE STEPHAN CO.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Florida                                       59-0676812
-------------------------------                    -------------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                     Identification No.)

                              1850 West McNab Road
                         Fort Lauderdale, Florida 33309
                         ------------------------------
          (Address of principal executive offices, including zip code)

               1990 KEY EMPLOYEE STOCK INCENTIVE PLAN, AS AMENDED
               --------------------------------------------------
                            (Full title of the plan)

                           FRANK F. FEROLA, President
                              1850 West McNab Road
                         Fort Lauderdale, Florida 33309
                                 (305) 971-0600
                                 --------------
                      (Name, address and telephone number,
                   including area code, of agent for service)

                        Copies of all communications to:

                           STEPHEN A. OLLENDORFF, ESQ.
                            STEPHEN R. CONNONI, ESQ.
                           Hertzog, Calamari & Gleason
                                 100 Park Avenue
                            New York, New York 10017
                                 (212) 481-9500
================================================================================
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                   Proposed       Proposed 
Title of                           maximum        maximum  
Securities        Amount           offering       aggregate         Amount of   
to be             to be            price per      offering         registration
registered      registered         share(1)       price(2)             fee
--------------------------------------------------------------------------------
Common  
Stock,  
$.01 par  
value             400,000  
per share         shares            $12.56       $5,024,000         $1,482.08
--------------------------------------------------------------------------------
 
     (1) Based on the average of the high and low prices of the Common  Stock of
the  Registrant  on May 13,  1998 in  accordance  with  Rule  457(c)  under  the
Securities Act of 1933, as amended.

     (2) This  amount is the  assumed  aggregate  option  exercise  price of the
shares of Common Stock being registered  hereunder,  based upon the market price
of the Common Stock of the Registrant on May 13 , 1998, in accordance with Rules
457(c) and (h)(1) under the Securities Act of 1933, as amended.

                                   --------
<PAGE>
   In  accordance  with the  provisions  of Rule  462  promulgated  under  the
Securities  Act of 1933, as amended,  this  Registration  Statement  will become
effective upon filing with the Securities and Exchange Commission.

                                   ---------

                                       2
<PAGE>

     This Registration  Statement covers additional securities of the same class
(i.e., Common Stock) as the securities for which Registration Statements on Form
S-8 were filed on July 26, 1991 and December 15, 1994,  relating to the 1990 Key
Employee Stock  Incentive Plan is already  effective under the Securities Act of
1933, as amended.



                                     PART II


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


     ITEM 3. Incorporation of Documents by Reference.

     The  Registrant  hereby  incorporates  by  reference  in this  Registration
Statement the following documents:  (i) the Registrant's  Registration Statement
on Form S-8 (File No.  33-41954),  dated July 26,  1991;  (ii) the  Registrant's
Registration Statement on Form S-8 (File No. 33-87454), dated December 15, 1994;
(iii) the  Registrant's  Annual  Report on Form 10-K for the  fiscal  year ended
December 31, 1997;  (iv) all reports filed by the Registrant with the Securities
and Exchange  Commission  (the  "Commission")  pursuant to Section  13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December
31, 1997; and (v) the Registrant's  Form 8-A filed with the Commission on May 5,
1994. In addition,  all reports and other documents filed by the Registrant with
the Commission  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Exchange
Act from and after the date hereof and prior to the filing  with the  Commission
of a post-effective amendment hereto which indicates that all securities offered
have been sold or which  deregisters any securities then remaining  unsold shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date of filing of such reports and other documents.


     ITEM 8. Exhibits.

     Exhibit No.    Description

      4.1           1990 Key Employee Stock Incentive Plan, as
                    amended.

      5.1           Opinion of Bert Sager, special counsel to
                    Registrant with respect to the legality of the
                    securities being registered hereunder.

     23.1           Consent  of   Deloitte  &  Touche  LLP,
                    independent certified public
                    accountants for the Registrant.

     23.2           Consent of Bert Sager, special counsel to the
                    Registrant (included in the opinion filed as
                    Exhibit 5.1 hereto).

                                       3
<PAGE>

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Fort Lauderdale,  State of Florida, on this 21st day
of May 1998.


                                         THE STEPHAN CO.
                                         (Registrant)




                                         By: Frank F. Ferola
                                            --------------------------------
                                             Frank F. Ferola, President and
                                                Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                 Title                                       Date
---------                 -----                                       ----

Frank F. Ferola            President, Chief Executive Officer,     May 21, 1998
------------------------   and Chairman of the Board of Directors
Frank F. Ferola            (Principal Executive Officer)


David A. Spiegel           Chief Financial Officer                 May 21, 1998
------------------------   (Principal Financial and
David A. Spiegel           Accounting Officer)          



Thomas M. D'Ambrosio       Vice President, Treasurer               May 21, 1998
------------------------   and Director
Thomas M. D'Ambrosio        



John DePinto               Director                                May 21, 1998
------------------------
John DePinto



Leonard Genovese           Director                                May 21, 1998
------------------------
Leonard Genovese



Curtis Carlson             Director                                May 21, 1998
------------------------
Curtis Carlson


                                       4
<PAGE>



                                  Exhibit Index



Exhibit No      Description                                              Page

   4.1          1990 Key Employee Stock Incentive Plan, as                 6
                amended.

   5.1          Opinion of Bert Sager, special counsel to                 23
                Registrant with respect to the legality of
                the securities being registered hereunder.

  23.1          Consent  of  Deloitte  &  Touche  LLP,                    25
                certified  public  accountants for 
                the Registrant.

  23.2          Consent of Bert Sager, special counsel to the             23
                Registrant (included in the opinion filed as
                Exhibit 5.1 hereto).


                                       5
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{"company-data": {"conformed-name": "STEPHAN CO", "cik": "0000094056", "assigned-sic": "2844", "irs-number": "590676812", "state-of-incorporation": "FL", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-53261", "film-number": "98629613"}, "business-address": {"street1": "1850 W MCNAB RD", "city": "FORT LAUDERDALE", "state": "FL", "zip": "33309", "phone": "9549710600"}, "mail-address": {"street1": "1850 WEST MCNAB ROAD", "city": "FORT LAUDERDALE", "state": "FL", "zip": "33309"}}
As filed with the Securities and Exchange Commission on May 21, 1998
                                                    Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                 THE STEPHAN CO.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Florida                                       59-0676812
-------------------------------                    -------------------
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                     Identification No.)

                              1850 West McNab Road
                         Fort Lauderdale, Florida 33309
                         ------------------------------
          (Address of principal executive offices, including zip code)

               1990 KEY EMPLOYEE STOCK INCENTIVE PLAN, AS AMENDED
               --------------------------------------------------
                            (Full title of the plan)

                           FRANK F. FEROLA, President
                              1850 West McNab Road
                         Fort Lauderdale, Florida 33309
                                 (305) 971-0600
                                 --------------
                      (Name, address and telephone number,
                   including area code, of agent for service)

                        Copies of all communications to:

                           STEPHEN A. OLLENDORFF, ESQ.
                            STEPHEN R. CONNONI, ESQ.
                           Hertzog, Calamari & Gleason
                                 100 Park Avenue
                            New York, New York 10017
                                 (212) 481-9500
================================================================================
                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                   Proposed       Proposed 
Title of                           maximum        maximum  
Securities        Amount           offering       aggregate         Amount of   
to be             to be            price per      offering         registration
registered      registered         share(1)       price(2)             fee
--------------------------------------------------------------------------------
Common  
Stock,  
$.01 par  
value             400,000  
per share         shares            $12.56       $5,024,000         $1,482.08
--------------------------------------------------------------------------------
 
     (1) Based on the average of the high and low prices of the Common  Stock of
the  Registrant  on May 13,  1998 in  accordance  with  Rule  457(c)  under  the
Securities Act of 1933, as amended.

     (2) This  amount is the  assumed  aggregate  option  exercise  price of the
shares of Common Stock being registered  hereunder,  based upon the market price
of the Common Stock of the Registrant on May 13 , 1998, in accordance with Rules
457(c) and (h)(1) under the Securities Act of 1933, as amended.

                                   --------
In  accordance  with the  provisions  of Rule  462  promulgated  under  the
Securities  Act of 1933, as amended,  this  Registration  Statement  will become
effective upon filing with the Securities and Exchange Commission.

                                   ---------

                                       2
This Registration  Statement covers additional securities of the same class
(i.e., Common Stock) as the securities for which Registration Statements on Form
S-8 were filed on July 26, 1991 and December 15, 1994,  relating to the 1990 Key
Employee Stock  Incentive Plan is already  effective under the Securities Act of
1933, as amended.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3. Incorporation of Documents by Reference.

     The  Registrant  hereby  incorporates  by  reference  in this  Registration
Statement the following documents:  (i) the Registrant's  Registration Statement
on Form S-8 (File No.  33-41954),  dated July 26,  1991;  (ii) the  Registrant's
Registration Statement on Form S-8 (File No. 33-87454), dated December 15, 1994;
(iii) the  Registrant's  Annual  Report on Form 10-K for the  fiscal  year ended
December 31, 1997;  (iv) all reports filed by the Registrant with the Securities
and Exchange  Commission  (the  "Commission")  pursuant to Section  13(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December
31, 1997; and (v) the Registrant's  Form 8-A filed with the Commission on May 5,
1994. In addition,  all reports and other documents filed by the Registrant with
the Commission  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Exchange
Act from and after the date hereof and prior to the filing  with the  Commission
of a post-effective amendment hereto which indicates that all securities offered
have been sold or which  deregisters any securities then remaining  unsold shall
be deemed to be incorporated by reference in this Registration  Statement and to
be a part hereof from the date of filing of such reports and other documents.

     ITEM 8. Exhibits.

     Exhibit No.    Description

      4.1           1990 Key Employee Stock Incentive Plan, as
                    amended.

      5.1           Opinion of Bert Sager, special counsel to
                    Registrant with respect to the legality of the
                    securities being registered hereunder.

     23.1           Consent  of   Deloitte  &  Touche  LLP,
                    independent certified public
                    accountants for the Registrant.

     23.2           Consent of Bert Sager, special counsel to the
                    Registrant (included in the opinion filed as
                    Exhibit 5.1 hereto).

                                       3
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Fort Lauderdale,  State of Florida, on this 21st day
of May 1998.

                                         THE STEPHAN CO.
                                         (Registrant)

                                         By: Frank F. Ferola
                                            --------------------------------
                                             Frank F. Ferola, President and
                                                Chief Executive Officer

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

Signature                 Title                                       Date
---------                 -----                                       ----

Frank F. Ferola            President, Chief Executive Officer,     May 21, 1998
------------------------   and Chairman of the Board of Directors
Frank F. Ferola            (Principal Executive Officer)

David A. Spiegel           Chief Financial Officer                 May 21, 1998
------------------------   (Principal Financial and
David A. Spiegel           Accounting Officer)          

Thomas M. D'Ambrosio       Vice President, Treasurer               May 21, 1998
------------------------   and Director
Thomas M. D'Ambrosio        

John DePinto               Director                                May 21, 1998
------------------------
John DePinto

Leonard Genovese           Director                                May 21, 1998
------------------------
Leonard Genovese

Curtis Carlson             Director                                May 21, 1998
------------------------
Curtis Carlson

                                       4
Exhibit Index

Exhibit No      Description                                              Page

   4.1          1990 Key Employee Stock Incentive Plan, as                 6
                amended.

   5.1          Opinion of Bert Sager, special counsel to                 23
                Registrant with respect to the legality of
                the securities being registered hereunder.

  23.1          Consent  of  Deloitte  &  Touche  LLP,                    25
                certified  public  accountants for 
                the Registrant.

  23.2          Consent of Bert Sager, special counsel to the             23
                Registrant (included in the opinion filed as
                Exhibit 5.1 hereto).

                                       5