STEPAN CO — Director's Dealing 2007

Jan 25, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2007-01-23

Reporting Person: VENEGONI JOHN V (VP/GM Surfactants)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-01-23	Common Stock	J	2203.3579	—	Acquired	6983.5768	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-01-23	5-1/2% Convertible Preferred Stock	$	J	522.4712	Acquired	1988-08-08	Common Stock (596.5314)	Direct

Footnotes

F1: Number of common stock shares allocated to reporting person's account on January 23, 2007, under the Employee Stock Ownership Plan II (ESOP II) established by Stepan Company. A total of 407,920 unallocated common stock shares was transferred to the ESOP II from the Stepan Company Profit Sharing Plan on December 27, 2006.

F2: Number of preferred stock shares allocated to reporting person's account on January 23, 2007, under the Employee Stock Ownership Plan II (ESOP II ) established by Stepan Company. A total of 96,728 unallocated preferred stock shares was transferred to the ESOP II from the Stepan Company Profit Sharing Plan on December 27, 2006. The preferred stock conversion rate is 1.14175 shares of common stock for each share of preferred stock.