STEPAN CO — Director's Dealing 2007

Feb 21, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2007-02-20

Reporting Person: STEPAN F QUINN (Director, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-02-20	Common Stock	M	31700	$19.25	Acquired	375073.024	Direct
2007-02-20	Common Stock	F	24029	$29.44	Disposed	351044.024	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-02-20	Management Incentive Plan	$	J	3684.072	Acquired	1988-08-08	Common Stock (3684.072)	Direct
2007-02-20	Employee Stock Option	$19.25	M	31700	Disposed	2007-02-20	Common Stock (31700)	Direct

Footnotes

F1: Management Incentive Plan Amended and Restated as of January 1, 2005 ("Plan"), a 16b-3 Plan, is a nonqualified deferred compensation plan which allows Plan participants to elect to defer all or a portion of their deferred compensation into accounts pursuant to Plan provisions.