STEPAN CO — Director's Dealing 2005

Feb 16, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2005-02-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-02-16	Common Stock	J	164.687	—	Acquired	382613.68	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-02-16	Mgmt. Incentive Plan	$	J	6937.536	Acquired	1988-08-08	Common Stock (6937.536)	Direct

Footnotes

F1: Distributed subject to vesting rights under shareholders approved employee stock ownership plan (ESOP).

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.