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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1. Name and Address of Reporting Person * STEPAN F QUINN   2. Issuer Name and Ticker or Trading Symbol STEPAN CO [SCL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman (Last) (First) (Middle) 22 W. FRONTAGE ROAD 3. Date of Earliest Transaction (Month/Day/Year) 10/26/2012 (Street) NORTHFIELD, IL 60093 4. If Amendment, Date Original Filed(Month/Day/Year) 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 10/26/2012   C   14,628 (1) A $ 0 176,694.778 D   Common Stock               57,790 I By self as custodian for children Common Stock               38,950.474 (2) I By ESOP II Trust Common Stock               426,584 I By spouse as custodian for children Common Stock               114,691 I Stepan Venture II Partnership Common Stock               143,063 I By spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Convertible Preferred Stock

(1)

10/26/2012

C

12,812

(1)

(1)

Common Stock

14,628

(1)

0

D

Convertible Preferred Stock

(3)

(3)

(3)

Common Stock

190,078.54

166,480

I

Stepan Venture II Partnership

Convertible Preferred Stock

(3)

(3)

(3)

Common Stock

10,355.661

9,069.99

I

By ESOP Trust

Reporting Owners

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

Signatures

Frank Quinn Stepan		10/30/2012
**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)	The reporting person converted 12,812 shares of convertible preferred stock resulting in his acquisition of 14,628.101 shares of common stock. Each share of convertible preferred stock was convertible at any time into 1.14175 shares of common stock. The shares of convertible preferred stock had no expiration date.
(2)	Reflects ESOP II acquisitions and distributions that have occurred since the Reporting Person's last ownership report covering ESOP II holdings.
(3)	Each share of convertible preferred stock is convertible at any time into 1.14175 shares of common stock. The convertible preferred stock has no expiration date.

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