STEPAN CO — Director's Dealing 2008

Jun 9, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2008-06-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-06-05	Common Stock	M	2100	$23.3125	Acquired	12650.7127	Direct
2008-06-05	Common Stock	S	2100	$41.99	Disposed	10550.7127	Direct
2008-06-06	Comnmon Stock	M	600	$23.3125	Acquired	11150.7127	Direct
2008-06-06	Common Stock	S	600	$42.49	Disposed	10550.7127	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-06-05	Employee Stock Option	$23.3125	M	2100	Disposed	2009-02-15	Common Stock (2100)	Direct
2008-06-06	Employee Stock Option	$23.3125	M	600	Disposed	2009-02-15	Common Stock (600)	Direct

Footnotes

F1: Transaction completed pursuant to a 10b5-1 trading plan.