STEPAN CO — Director's Dealing 2008

Sep 2, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2008-03-14

Reporting Person: STEPAN CO (Vice President R&D)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-03-14	Common Stock	P	68.8740	$37.45	Acquired	12089.624	Direct
2008-06-13	Common Stock	P	60.8870	$42.60	Acquired	12150.511	Direct
2008-08-28	Common Stock	M	1000	$25.385	Acquired	13150.511	Direct
2008-08-28	Common Stock	S	1000	$59.00	Disposed	12150.511	Direct
2008-09-02	Common Stock	M	1000	$25.385	Acquired	13150.511	Direct
2008-09-02	Common Stock	S	300	$59.46	Disposed	12850.511	Direct
2008-09-02	Common Stock	S	100	$59.50	Disposed	12750.511	Direct
2008-09-02	Common Stock	S	100	$59.53	Disposed	12650.511	Direct
2008-09-02	Common Stock	S	100	$59.57	Disposed	12550.511	Direct
2008-09-02	Common Stock	S	400	$59.58	Disposed	12150.511	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-08-28	Employee Stock Option (Right to Buy)	$25.3850	M	1000	Disposed	2013-04-28	Common Stock (1000)	Direct
2008-09-02	Employee Stock Option (Right to Buy)	$25.3850	M	1000	Disposed	2013-04-28	Common Stock (1000)	Direct

Footnotes

F1: Reflects acquisition through dividend reinvestment.

F2: The reporting person's sale of SCL common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 129.761 shares, with the reporting person's purchase of 129.761 shares reported herein. the reporting person has paid to SCL $2,558.04, representing the full amount of the profit realized in connection with the short-swing transaction.