Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
STEPAN F QUINN JR
   2. Issuer Name and Ticker or Trading Symbol
STEPAN CO [SCL] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President & CEO
(Last)
(First)
(Middle)
22 W. FRONTAGE ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
02/09/2010
(Street)

NORTHFIELD, IL 60093		 4. If Amendment, Date Original Filed(Month/Day/Year)
02/11/2010		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/09/2010(1)   A   5,858 (1) A $ 0 54,651.0816 D  
Common Stock               7,081 I By Spouse
Common Stock               36,447 I By Self as Custodian for Children
Common Stock               50,880 D (2)  
Common Stock               21,312 I By Family Trust (3)
Common Stock               30,257 I By Family LLC (3)
Common Stock               15,792 I By Children

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 51.21 02/09/2010   A   27,174   02/09/2012 02/08/2018 Common Stock 27,174 $ 0 27,174 D  
Performance Shares (4) 02/09/2010   A   5,858     (4)   (4) Common Stock 5,858 $ 0 5,858 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
STEPAN F QUINN JR
22 W. FRONTAGE ROAD
NORTHFIELD, IL 60093		   X     President & CEO  

Signatures

 F. Quinn Stepan, Jr.   02/11/2015
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) This award of restricted stock was incorrectly reported in 2010 on Table II of the original Form 4. This amendment is being filed solely to correctly report the award on Table I. These restricted shares were also omitted from the totals in Column 5 of Table l on Forms filed by the Reporting Person subsequent to February 11, 2010. The number of shares reported as being granted for this award does not reflect the additional 5,858 shares that resulted from the November 30, 2012 two-for-one stock split, which additional shares were also omitted from the totals in Column 5 of Table l on Forms filed by the Reporting Person subsequent to November 30, 2012 (reflecting the stock split, the number of shares subject to this award and reported as acquired on February 9, 2010 would be 11,716). The number of shares reflected in Column 5 of Table I of this amendment is the total number of shares held as of the original filing date (and does not reflect the November 30, 2012 stock split).
(2) Joint Tenancy with Spouse.
(3) The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purposes of Section 16 or for any other purpose.
(4) Each performance share represents a contingent right to receive 1 share of Stepan Company Common Stock. The performance shares vest upon Stepan Company achieving certain financial targets by December 31, 2012.

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