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: WOOD ROBERT JOHN (VP/GM Polymers)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-14	Employee Stock option	$26.25	A	7000	Acquired	2016-02-13	Common Stock (7000)	Direct
2006-02-14	Performance Shares	$	A	3500	Acquired		Common Stock (3500)	Direct

Footnotes

F1: Each performance share represents a contingent right to receive one share of Stepan Company Common Stock. The performance shares vest upon Stepan Company achieving certain financial targets by December 31, 2008.