STEPAN CO — Director's Dealing 2006

Feb 16, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2006-02-14

Reporting Person: GROJEAN THOMAS F (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-14	Directors Deferred Compensation Plan	$26.25	J	571	Acquired	1988-08-08	Common Stock (571)	Direct

Footnotes

F1: On February 14, 2006, 571 shares were added to the Directors Deferred Compensation Plan account as per the provisions in the First Amendment to the Stepan Company Directors Deferred Compensation Plan. The 571 shares shall be paid to the director upon termination of service on the Board of Directors and shall be paid only in shares of Stepan Company Common Stock.