SecProbe.io

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Mail Stop 0510

      March 18, 2005

via U.S. mail and facsimile

Mr. James E. Hurlbutt
Vice President - Finance
Stepan Company
Edens and Winnetka Road
Northfield, Illinois 60093

	RE: Form 10-K for the year ended December 31, 2004
                   File No. 1-4462

Dear Mr. Hurlbutt:

	We have reviewed these filings and have the following
comments.
If you disagree with a comment, we will consider your explanation
as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2004

Comment applicable to your overall filing
1. Where a comment below requests additional disclosures or other
revisions, please show us in your supplemental response what the
revisions will look like.  These revisions should be included in
your
future filings.

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 14

Contractual Obligations, page 25

2. Please revise your table of contractual obligations to present
periods no greater than those specified Item 303(a)(5)(i) of
Regulation S-K.

3. Please revise your table of contractual cash obligations to
include estimated interest payments on your debt.  Because the
table
is aimed at increasing transparency of cash flow, we believe these
payments should be included in the table.  Please also disclose
any
assumptions you made to derive these amounts.  Please refer to SEC
Release 33-8350.

Environmental and Legal Matters, page 26

4. Please tell us what consideration you gave to providing
disaggregated disclosure that describes accrued and reasonably
likely
losses with respect to particular environmental sites that are
individually material.  Please refer to the interpretive response
to
question 3 in SAB Topic 5:Y.

Financial Statements

Consolidated Statements of Cash Flows, page 36

5. Please tell us more regarding the nature of your borrowing and
repayment of notes payable to banks to help us understand the
appropriateness of presenting the related cash flows on a net
basis
along with your revolving debt.

Summary of Significant Accounting Policies, page 38

Property, Plant and Equipment, page 39

6. Please breakout the machinery and equipment line item into
smaller
and more meaningful components.  In addition, the range of useful
lives for your machinery and equipment of 3 to 15 years is very
broad.  Please separately disclose the range of useful lives for
each
new category presented.  For categories that still have very broad
useful lives, you should separately discuss the types of assets
that
fall in each part of the range.

Revenue Recognition, page 39

7. Please disclose the types of expenses that you include in the
cost
of sales line item and the types of expenses that you include in
the
marketing and administrative line items.  Please also disclose
whether you include inbound freight charges, purchasing and
receiving
costs, inspection costs, warehousing costs, internal transfer
costs,
and the other costs of your distribution network in the cost of
sales
line item.  With the exception of warehousing costs, if you
currently
exclude a portion of these costs from cost of sales, please
disclose:
a. in a footnote the line items that these excluded costs are
included in and the amounts included in each line item for each
period presented, and
b. in MD&A that your gross margins may not be comparable to those
of
other entities, since some entities include all of the costs
related
to their distribution network in cost of sales and others like you
exclude a portion of them from gross margin, including them
instead
in a line item, such as marketing or administrative expenses.

Note 2 - Goodwill and Other Intangible Assets, page 45

8. Please revise your disclosure to break out trademarks, customer
lists, and know-how separately as these appear to be separate
intangible asset classes.  Please refer to paragraph 44(a)(1) of
SFAS
142.

9. Please briefly disclose the nature of your capitalized know-
how.

Note 13 - Contingencies, page 60

10. Please revise your disclosure to clarify whether the estimated
range of possible environmental and legal losses of $8.8 million
to
$40.1 million represents the range of possible losses in excess of
amounts already accrued.

11. Please revise your disclosure to clarify whether you believe
that
environmental and legal matters related to sites for which
estimates
cannot be made will have a material effect on your cash flows and
results of operations.

Note 15 - Segment Reporting, page 64

12. Please disclose the nature of your corporate manufacturing
expenses and why you do not allocate them to your reportable
segments.

*    *    *    *

      Please respond to these comments within 10 business days, or
tell us when you will provide us with a response.  Please provide
us
with a supplemental response letter that keys your responses to
our
comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      If you have any questions regarding these comments, please
direct them to Scott Watkinson, Staff Accountant, at (202) 942-
2926
or to the undersigned, at (202) 942-1774.

    						Sincerely,

							Rufus Decker
							Branch Chief
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Mr. James E. Hurlbutt
March 18, 2005
Page 1 of 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

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