STEPAN CO — Director's Dealing 2004

May 3, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2004-04-30

Reporting Person: STEPAN F QUINN (Director, Chairman and CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-04-30	Common Stock	M	16893	$14.00	Acquired	412149	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-30	Employee Stock Option	$14.00	M	66666	Disposed	2004-05-01	Common Stock (66666)	Direct

Footnotes

F1: Net amount from stock option exercise pursuant to stock pyramiding exempt pursuant to Rule 16(b) 3(f) (2) Release No. 34-28869.