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: VENEGONI JOHN V (VP/GM Surfactants)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-02-20	Management Incentive Plan	$	J	316.072	Acquired	1988-08-08	Common Stock (316.072)	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.