Securities and Exchange Commission

                       Washington D.C. 20549


                             Form 8-K/A

                           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)




                         September 19, 2003
                        ____________________


                           The Stephan Co.



   Florida                       1-4436               59-0676812
 (State or other             (Commission File      (I.R.S. Employer
  jurisdiction of                Number)             Identification
  incorporation)                                        Number)


               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)













Certain statements in this Form 8-K may constitute "forward looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995.  In particular, any statements contained herein
regarding expectations with respect to the outcome of certain litigation
matters, as well as future sales and earnings are subject to known and
unknown risks, uncertainties and contingencies, many of which are beyond
the control of The Stephan Co., which may cause actual results,
performance or achievements to differ materially from anticipated
results, performance or achievements.  Factors that might affect such
forward looking statements include, among others, overall economic and
business conditions, the demand for Stephan's products, competitive
factors in the industry, regulatory approvals and uncertainty about the
consummation of future acquisitions.



ITEM 5. OTHER EVENTS


On September 19, 2003, The Stephan Co. (the "Company") entered into a
Working Capital Management Account ("WCMA") agreement with Merrill Lynch
Business Financial Services Inc. providing for the creation of a WCMA
line of credit not to exceed $5,000,000.  Borrowings against the line of
credit will be collateralized by the Company's accounts receivable and
inventory and the debt will bear a variable interest rate using a 1-
month LIBOR rate plus 2.25%

The provisions of the credit line include periodic accounting and
reporting requirements, maintenance of certain business and financial
ratios as well as restrictions on additional borrowings.

The Company did not incur any expenses in connection with the opening of
this line of credit.

As of the date of this filing, the Company has not borrowed any funds
against the line of credit.


ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
        EXHIBITS


   (c)  Exhibits.

10.1 - Loan and Security Agreement dated September 19, 2003, between The
Stephan Co. and Merrill Lynch Business Financial Services, Inc.















     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 October 9, 2003.


The Stephan Co.


By:


/s/ David Spiegel
__________________________
David Spiegel
Chief Financial Officer