STEPAN CO — Director's Dealing 2008

Feb 14, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2008-02-12

Reporting Person: PACHOLEC FRANK (VP of Research & Development)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-02-12	Employee Stock Option	$32.17	A	3500	Acquired	2016-02-11	Common Stock (3500)	Direct
2008-02-12	Performance Shares	$	A	2000	Acquired		Common Stock (2000)	Direct

Footnotes

F1: Each performance share represents a contingent right to receive 1 share of Stepan Co. Common Stock. The performance shares vest upon Stepan Company achieving certain financial targets by December 31, 2010 .