STEPAN CO — Director's Dealing 2005

Apr 1, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2005-03-31

Reporting Person: POTTER ROBERT G (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-03-31	Directors Deferred Compensation Plan	$23.51	J	587	Disposed	1988-08-08	Common Stock (587)	Direct
2005-04-01	Directors Deferred Compensation Plan	$23.51	J	451	Acquired	1988-08-08	Common Stock (451)	Direct

Footnotes

F1: On March 31, 2005, 587 shares were disposed of from the Directors Deferred Compensation Plan account and paid in cash to the Director pursuant to the provisions of the Director's Agreement with Stepan Company.