FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DEARHOLT STEPHEN M
   2. Issuer Name and Ticker or Trading Symbol
FEMALE HEALTH CO [FHCO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
759 NORTH MILWAUKEE STREET, SUITE 319		 3. Date of Earliest Transaction (Month/Day/Year)
11/23/2004
(Street)

MILWAUKEE, WI 53202		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $.01 per share 11/23/2004   X   500,000 A $ 1 (2) 1,335,855 (1) D  
Common Stock, par value $.01 per share 11/23/2004   X   100,000 A $ 0.50 (2) 1,435,855 (1) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Purchase Warrants $ 1 (2) 11/23/2004   X     500,000 05/17/2003 05/17/2008 Common Stock 500,000 $ 0 0 D  
Common Stock Purchase Warrants $ 0.50 (2) 11/23/2004   X     100,000 05/17/2003 05/17/2008 Common Stock 100,000 $ 0 0 D  
Common Stock Purchase Warrants (2) $ 1.50 11/23/2004   A   120,000   11/23/2004 11/23/2007 Common Stock 120,000 $ 0 120,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DEARHOLT STEPHEN M
759 NORTH MILWAUKEE STREET
SUITE 319
MILWAUKEE, WI 53202		   X   X    

Signatures

 James M. Bedore, Attorney-in-fact   11/23/2004
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The reporting person is also deemed to beneficially own 23,900 shares held by his self-directed IRA, 69,500 shares held by a profit sharing plan, of which the reporting person is a beneficiary, 9,680 shares held by a money purchase plan, of which the reporting person is a beneficiary, 275,820 shares held by a trust, of which the reporting person is a trustee, 18,100 shares held by the reporting person's minor child and 418,100 shares held by a trust, of which the reporting person is a trustee.
(2) Each common stock purchase warrant was originally convertible into one share of common stock upon payment of the per warrant exercise price. The conversion rate was subsequently amended to grant the holder of the warrants an additional number of common stock purchase warrants upon conversion equal to 20% of the aggregate number of common stock purchase warrants exercised. As a result, because the holder of the warrants exercised a total of 600,000 common stock purchase warrants, the holder received an additional 120,000 common stock purchase warrants.

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