STEPAN CO — Director's Dealing 2006

Feb 21, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: STEPAN F QUINN JR (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-21	Common Stock	J	37.018	—	Acquired	56322.2262	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-21	Management Incentive Plan	$	J	1866.127	Acquired	1988-08-08	Common Stock (1866.127)	Direct

Footnotes

F1: Distributed subject to vesting rights under shareholders 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.