STEPAN CO — Director's Dealing 2011

Dec 16, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STEPAN CO (SCL)
CIK: 0000094049
Period of Report: 2011-12-15

Reporting Person: PACHOLEC FRANK (Vice President R&D)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-15	Common Stock	A	42.072	$77.99	Acquired	23740.367	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	584.041	Indirect

Footnotes

F1: Reflects acquisition of deferred share units under the Performance Award Deferred Compensation Plan ("Plan") pursuant to a dividend equivalent feature of the Plan.

F2: The amount reported for ESOP II in column five also includes 2.104 shares of common stock acquired pursuant to a dividend reinvestment feature of ESOP II.