STEPAN CO — Director's Dealing 2004

Apr 29, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2004-04-27

Reporting Person: STEPAN PAUL H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-04-27	Common Stock	M	815	$14.00	Acquired	815	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-04-27	Stock Option	$23.625	A	1879	Acquired	2014-04-26	Common Stock (1879)	Direct
2004-04-27	Stock Option	$14.00	M	2000	Disposed	2004-04-28	Common Stock (2000)	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.