STEPAN CO — Director's Dealing 2008

Feb 22, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2008-02-21

Reporting Person: Wynn H Edward (VP Gen'l Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-02-21	Common Stock	P	27	$36.54	Acquired	1788.4	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-02-21	Management Incentive Plan	$	J	1354.488	Acquired	1988-08-08	Common Stock (1354.488)	Direct

Footnotes

F1: Management Incentive Plan Amended and Restate d as of January 1, 2005 ("Plan"), a 16b-3 Plan, is a nonqualified deferred compe nsation plan which allows Plan participa nts to elect to defer all or a portion of th eir deferred compensation into accounts pursuant to Plan p rovisions.