STEPAN CO — Director's Dealing 2006

Feb 22, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2006-02-21

Reporting Person: ZOGLIO ANTHONY J (Vice President - Supply Chain)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-21	Common Stock	J	13.862	—	Acquired	11060.1152	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-21	Management Incentive Plan	$	J	241.859	Acquired	1988-08-08	Common Stock (241.859)	Direct

Footnotes

F1: Distributed subject to vesting rights under shareholder approved Employee Stock Ownership Plan (ESOP).

F2: Management Incentive Plan ("Plan"), a (16 b-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.