STEPAN CO — Director's Dealing 2004

Feb 20, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2004-02-18

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-19	Common Stock	J	31050	$25.65	Disposed	345535	Indirect
2004-02-18	Common Stock	S	1000	$25.00	Disposed	26423	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-18	Management Incentive Plan	$	J	6559.01	Acquired	1988-08-08	Common Stock (6559.01)	Direct

Footnotes

F1: Disposition of shares pursuant to optional redemption by certain Limited Partners of the Stepan Venture II Partnership.

F2: Management Incentive Plan ("Plan"), (a 16b-3 plan) approved April 28, 1992, by shareholders to permit option of taking balances in cash or company stock upon termination, death or retirement pursuant to Plan provisions.