STEPAN CO — Director's Dealing 2008

May 22, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2008-05-20

Reporting Person: ZOGLIO ANTHONY J (Vice President - Supply Chain)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-05-20	Common Stock	S	133.4234	$38.23	Disposed	9609.1766	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-05-20	5-1/2% Convertible Preferred Stock	$	S	18.472	Disposed		Common Stock (21.0904)	Direct

Footnotes

F1: Sold 18.472 shares of preferred stock at $43.84 per share, which converted to common stock equals 21.0904 shares. The preferred stock conversion rate is 1.14175 shares of common stock for each share of preferred stock.

F2: Not Applicable.