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)
36365 TRAIL RIDGE ROAD
3. Date of Earliest Transaction (Month/Day/Year)
04/16/2007
(Street)

STEAMBOAT SPRINGS, CO 80488
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 04/16/2007   X   169,683 A $ 0.71 1,568,291 (1) D  
Common Stock, par value $.01 per share 04/16/2007   X   40,724 A $ 0.77 1,609,015 (2) D  
Common Stock, par value $.01 per share               26,500 I Note (3)
Common Stock, par value $.01 per share               69,500 I Note (4)
Common Stock, par value $.01 per share               275,820 I Note (5)
Common Stock, par value $.01 per share               418,100 I Note (6)

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 Warrant $ 0.71 04/16/2007(1)   F     80,317 03/25/2000 03/25/2010 Common Stock 80,317 $ 0 169,683 D  
Common Stock Purchase Warrant $ 0.71 04/16/2007(1)   X     169,683 03/25/2000 03/25/2010 Common Stock 169,683 $ 0 0 D  
Common Stock Purchase Warrant $ 0.77 04/16/2007(2)   F     21,776 02/12/2000 02/12/2010 Common Stock 21,776 $ 0 40,724 D  
Common Stock Purchase Warrant $ 0.77 04/16/2007(2)   X     40,724 02/12/2000 02/12/2010 Common Stock 40,724 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DEARHOLT STEPHEN M
36365 TRAIL RIDGE ROAD
STEAMBOAT SPRINGS, CO 80488
  X   X    

Signatures

 James M. Bedore, Attorney-in-fact   04/17/2007
**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) Pursuant to a cashless warrant exercise program, the reporting person surrendered to The Female Health Company ("FHC") the requisite number of warrants to pay the exercise price on the 250,000 warrants being exercised. The requisite number of warrants surrendered was calculated based upon the spread between the market value of FHC common stock on the effective date of exercise and the exercise price on the warrants. The reporting person surrendered that number of warrants having an aggregate spread amount equal to the aggregate exercise price of the 250,000 warrants being exercised. The total exercise price for the 250,000 warrants was $177,500 and the market price of FHC common stock on the date of exercise was $2.21 per share. Accordingly, the reporting person surrendered 80,317 warrants to pay the exercise price on the 250,000 warrants being exercised by the reporting person for shares of FHC common stock.
(2) Pursuant to a cashless warrant exercise program, the reporting person surrendered to The Female Health Company ("FHC") the requisite number of warrants to pay the exercise price on the 62,500 warrants being exercised. The requisite number of warrants surrendered was calculated based upon the spread between the market value of FHC common stock on the effective date of exercise and the exercise price on the warrants. The reporting person surrendered that number of warrants having an aggregate spread amount equal to the aggregate exercise price of the 62,500 warrants being exercised. The total exercise price for the 62,500 warrants was $48,125 and the market price of FHC common stock on the date of exercise was $2.21 per share. Accordingly, the reporting person surrendered 21,776 warrants to pay the exercise price on the 62,500 warrants being exercised by the reporting person for shares of FHC common stock.
(3) Shares are held by the reporting person's self-directed IRA.
(4) Shares are held by a profit sharing plan, of which the reporting person is a beneficiary.
(5) Shares are held by a trust, of which the reporting person is a trustee.
(6) Shares are held by a trust, of which the reporting person is a trustee.

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