As filed with the Securities and Exchange Commission 
                              on January 6, 1995             File No. 33-     

_________________________________________________________________________
_________________________________________________________________________

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                         ____________________________


                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                         _____________________________


                                STEPAN COMPANY
            (Exact Name of Registrant as Specified in its Charter)

               Delaware                               36-1823834
     (State or Other Jurisdiction         (I.R.S. Employer Identification No.)
   of Incorporation or Organization)

         22 West Frontage Road
         Northfield, Illinois                           60093
(Address of Principal Executive Offices)             (Zip Code)



                            1992 Stock Option Plan
                           (Full Title of the Plan)


                             Jeffrey W. Bartlett
             Vice President, General Counsel and Corporate Secretary
                                 Stepan Company
                             22 West Frontage Road
                           Northfield,Illinois  60093
                     (Name and Address of Agent For Service)

                                (708) 446-7500
         (Telephone Number, Including Area Code, of Agent For Service)
                          ___________________________


<PAGE>

                        CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
                                                        Proposed 
                                       Proposed         Maximum 
                                       Maximum          Aggregate   Amount 
Title of Securities     Amount to be   Offering Price   Offering    Registration
  to be Registered      Registered     Per Share*       Price*      Fee
_______________________________________________________________________________

Common Stock, par 
value $1.00 
per share...            1,595,600       $ 14.625      $ 23,335,650   $ 8,046.78.
________________________________________________________________________________


*    Pursuant to Rule 457(h)(1), computed on the basis of the average of the 
     high and low prices of the Registrant's Common Stock as reported on the 
     American Stock Exchange on December 30, 1994.  

_______________________________________________________________________________




                                    PART II


                            INFORMATION REQUIRED IN
                          THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents, which have heretofore been filed by Stepan 
Company, a Delaware corporation (the "Company"), with the Securities and 
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended 
(the "Exchange Act"), File No. 1-4462, are incorporated by reference herein and 
shall be deemed to be a part hereof:

      (a)   The Company's Report on Form 10-K for the year ended December 31, 
            1993.

      (b)   Quarterly Reports on Form 10-Q for the quarters ended March 31, 
            1994, June 30, 1994 and September 30, 1994.

      (c)   Current Report on Form 8-K, dated November 11, 1994.

      (d)   The description of Common Stock included in the Company's 
            Registration Statement filed under Section 12 of the Exchange Act, 
            including any amendment or report filed for the purpose of updating 
            such description.

      All documents subsequently filed by the Company pursuant to Sections 
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a 
post-effective amendment which indicates that all securities offered have been 
sold or which deregisters all securities then remaining unsold, shall be deemed 
to be incorporated herein by reference and shall be deemed a part hereof from 
the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law and Article X of 
the Company's By-laws provide for indemnification of the Company's directors 
and officers in a variety of circumstances, which may include liabilities under 
the Securities Act of 1933.  In addition, the Company has purchased insurance 
as permitted by Delaware law on behalf of directors, officers, employees or 
agents, which may cover liabilities under the Securities Act of 1933.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See Index to Exhibits which is incorporated herein by reference.

Item 9.  Undertakings.

      The undersigned registrant hereby undertakes:

       1.    To file, during any period in which offers or sales are being 
             made, a post-effective amendment to this registration statement:

             (i)      To include any prospectus required by section 10(a)(3) of 
                      the Securities Act of 1933;

             (ii)     To reflect in the prospectus any facts or events arising 
                      after the effective date of the registration statement 
                      (or the most recent post-effective amendment thereof) 
                      which, individually or in the aggregate, represent a 
                      fundamental change in the information set forth in the 
                      registration statement;

             (iii)    To include any material information with respect to the 
                      plan of distribution not previously disclosed in the 
                      registration statement or any material change to such 
                      information in the registration statement;

             Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply 
             if the registration statement is on Form S-3 or Form S-8, and the 
             information required to be included in a post-effective  amendment 
             by those paragraphs is contained in periodic reports filed by the 
             registrant pursuant to section 13 or section 15(d) of the 
             Securities Exchange Act of 1934 that are incorporated by reference 
             in the registration statement.

       2.    That, for the purpose of determining any liability under the 
             Securities Act of 1933, each such post-effective amendment shall 
             be deemed to be a new registration statement relating to the 
             securities offered therein, and the offering of such securities at 
             that time shall be deemed to be the initial bona fide offering 
             thereof.

       3.    To remove from registration by means of a post-effective amendment 
             any of the securities being registered which remain unsold at the 
             termination of the offering.

       The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of the 
registrant's annual report pursuant to section 13(a) or section 15(d) of the 
Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such securities 
at that time shall be deemed to be the initial bona fide offering thereof.

       Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling persons of 
the registrant pursuant to the provisions of the registrant's articles of 
incorporation or by-laws or otherwise, the registrant has been advised that in 
the opinion of the Securities and Exchange Commission such indemnification is 
against public policy as expressed in the Securities Act of 1933 and is, 
therefore, unenforceable.  In the event that a claim for indemnification 
against such liabilities (other than the payment by the registrant of expenses 
incurred or paid by a director, officer or controlling person of the registrant 
in the successful defense of any action, suit or proceeding) is asserted by 
such director, officer or controlling person in connection with the securities 
being registered, the registrant will, unless in the opinion of its counsel the 
matter has been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such indemnification by it is 
against public policy as expressed in the Securities Act of 1933 and will be 
governed by the final adjudication of such issue.




                                  SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
registration statement to be signed on its behalf by the undersigned, thereunto 
duly authorized, in the City of Northfield, State of Illinois, on this 30th day 
of December, 1994.

                                          STEPAN COMPANY

                                          By: /s/ Jeffrey W. Bartlett         
                                          _____________________________________
                                                Jeffrey W. Bartlett
                                                Vice President, General Counsel 
                                                and Corporate Secretary
       
       Each person whose signature appears below hereby constitutes and 
appoints F. Quinn Stepan, Walter J. Klein and Jeffrey W. Bartlett, and each of 
them individually, the true and lawful attorney- or attorneys- 
attorneys-in-fact and agents of the undersigned, with full power of 
substitution and resubstitution, for and in the name, place and stead of the 
undersigned, in any and all capacities, to sign any and all amendments 
(including post-effective amendments) to this Registration Statement, and to 
file the same, with all exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, and hereby grants to 
such attorneys-in-fact and agents, and each of them, full power and authority 
to do and perform each and every act and thing requisite and necessary to be 
done, as fully to all intents and purposes as the undersigned might or could do 
in person, hereby ratifying and confirming all that said attorney-in-fact and 
agents, or any of them, or their or his substitute or substitutes, may lawfully 
do or cause to be done by virtue hereof.

       Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in their 
respective capacities on this 30th day of December, 1994.

                      Signature                                 Title
                     ___________                               _______

/s/ F. Quinn Stepan               Chairman, President, Chief Executive Officer 
F. Quinn Stepan                   and Director

/s/ James J. Gavin, Jr.
James J. Gavin, Jr.               Director

/s/ Thomas F. Grojean
Thomas F. Grojean                 Director

/s/ James A. Hartlage
James A. Hartlage                 Senior Vice President - Technology and 
                                  Director

/s/ Walter J. Klein               Vice President - Finance, Principal 
Walter J. Klein                   Financial and Accounting Officer

/s/ Paul H. Stepan
Paul H. Stepan                    Director

/s/ Robert D. Cadieux
Robert D. Cadieux                 Director




                                 EXHIBIT INDEX

  Exhibit                                                           Sequential
  Number                     Description of Exhibit                 Page Number
- -----------                  -----------------------                -----------

(4)i               Copy of Revolving Credit and Term Loan Agreement 
                   dated February 20, 1990, with The First National 
                   Bank of Chicago and the amendment dated 
                   March 21, 1990 (incorporated by 
                   reference to the Company's Form 10-K for the 
                   year ended  December 31, 1989) 

(4)m               Copy of Second Amendment dated September 20, 
                   1991, amending Revolving Credit and Term 
                   Loan Agreement dated February 20, 1990
                   (see (4)i above)(incorporated by reference to the 
                   Company's Form 10-K for the year ended 
                   December 31, 1991) 

(4)m(1)            Copy of Third Amendment dated December 29, 1992, 
                   amending Revolving Credit and Term Loan Agreement 
                   dated February 20, 1990 (see (4)i and (4)m above)
                   (incorporated by reference to the Company's 
                   Form 10-K for the year ended December 31, 1992)

(4)n(1)            Copy of Certificate of Designation, Preferences 
                   and Rights of the 5 1/2% Convertible 
                   Preferred Stock, without Par Value 
                   and the Amended Certificate dated August 12, 
                   1992 and April 28, 1993 (incorporated by 
                   reference to the Company's Form 
                   8-K filed on April 28, 1993)

(4)n(2)            Copy of Issuer Tender Offer on Schedule 13E-4 
                   dated August 13, 1992 (incorporated by 
                   reference to the Company's Form 
                   10-Q for the quarter ended September 30, 1992)

(4)n(3)            Copy of Amendment No. 1 to Schedule 13E-4 
                   (see also (4)n(2)  above) dated September 23, 
                   1992 (incorporated by reference to the 
                   Company's Form 10-Q for the quarter ended 
                   September 30, 1992)

(4)o               Copy of 1992 Stock Option Plan (incorporated 
                   by reference to the Company's Proxy Statement 
                   for the 1992 Annual Meeting of Stockholders)

                   In accordance with 601(b)(4)(iii) of 
                   Regulation S-K, certain debt instruments 
                   are omitted, where the amount of securities 
                   authorized under such instruments does not 
                   exceed 10% of the total consolidated assets 
                   of the Registrant.  Copies of such instruments 
                   will be furnished to the Commission upon 
                   request.

5                  Opinion of Mayer, Brown & Platt   . . . . . .               7

23(a)              Consent of Mayer, Brown & Platt (included in 
                   Exhibit 5). . . . . . . . . . . . . . . . . .

23(b)              Consent of Arthur Andersen LLP . . . . . . .                8

24                 Powers of Attorney (included on the signature 
                   page of the registration statement)






                                                            Exhibit 5
                                                            _________

                                January 5, 1995


Stepan Company
22 West Frontage Road
Northfield, Illinois  60093

Re:                Common Stock, $1.00 par value per share
                   ______________________________________



Ladies and Gentlemen:

                   We have acted as securities counsel to Stepan Company, a 
Delaware corporation (the "Company"), in connection with the adoption of its 
1992 Stock Option Plan (the "Plan").  We are familiar with the corporate 
proceedings relative to the adoption of the Plan and the issuance of shares 
pursuant to the Plan, and we have examined such records and documents as we 
considered necessary for the purposes of this opinion.

                   Based upon the foregoing, it is our opinion that the shares 
of Common Stock, $1.00 par value per share, of the Company issuable pursuant to 
the Plan have been validly authorized and, when sold pursuant to the Plan, will 
be validly issued, fully paid and nonassessable shares of Common Stock of the 
Company.

                   We consent to the filing of this opinion as an exhibit to 
the Registration Statement on Form S-8 registering the shares issuable pursuant 
to the Plan.

                                                     Very truly yours,
                                                     /s/ Mayer, Brown & Platt
                                                      MAYER, BROWN & PLATT



                                                            Exhibit 23(b)

                              ARTHUR ANDERSEN LLP

                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                  ___________________________________________


As independent public accountants, we hereby consent to the incorporation by 
reference in this registration statement of our reports dated February 11, 1994 
included in Stepan Company's Form 10-K for the year ended December 31, 1993 and 
to all references to our Firm included in this registration statement.

                                                       /s/ Arthur Andersen LLP
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17958}]
{"company-data": {"conformed-name": "STEPAN CO", "cik": "0000094049", "assigned-sic": "2840", "irs-number": "361823834", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-57189", "film-number": "95500599"}, "business-address": {"street1": "EDENS & WINNETKA RDS", "city": "NORTHFIELD", "state": "IL", "zip": "60093", "phone": "7084467500"}, "mail-address": {"street1": "EDENS & WINNETKA ROAD", "city": "NORTHFIELD", "state": "IL", "zip": "60093"}, "former-company": {"former-conformed-name": "STEPAN CHEMICAL CO /DE/", "date-changed": "19840108"}}
As filed with the Securities and Exchange Commission 
                              on January 6, 1995             File No. 33-     

_________________________________________________________________________
_________________________________________________________________________

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                         ____________________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933
                         _____________________________

                                STEPAN COMPANY
            (Exact Name of Registrant as Specified in its Charter)

               Delaware                               36-1823834
     (State or Other Jurisdiction         (I.R.S. Employer Identification No.)
   of Incorporation or Organization)

         22 West Frontage Road
         Northfield, Illinois                           60093
(Address of Principal Executive Offices)             (Zip Code)

                            1992 Stock Option Plan
                           (Full Title of the Plan)

                             Jeffrey W. Bartlett
             Vice President, General Counsel and Corporate Secretary
                                 Stepan Company
                             22 West Frontage Road
                           Northfield,Illinois  60093
                     (Name and Address of Agent For Service)

                                (708) 446-7500
         (Telephone Number, Including Area Code, of Agent For Service)
                          ___________________________
CALCULATION OF REGISTRATION FEE
_______________________________________________________________________________
                                                        Proposed 
                                       Proposed         Maximum 
                                       Maximum          Aggregate   Amount 
Title of Securities     Amount to be   Offering Price   Offering    Registration
  to be Registered      Registered     Per Share*       Price*      Fee
_______________________________________________________________________________

Common Stock, par 
value $1.00 
per share...            1,595,600       $ 14.625      $ 23,335,650   $ 8,046.78.
________________________________________________________________________________

*    Pursuant to Rule 457(h)(1), computed on the basis of the average of the 
     high and low prices of the Registrant's Common Stock as reported on the 
     American Stock Exchange on December 30, 1994.  

_______________________________________________________________________________

                                    PART II

                            INFORMATION REQUIRED IN
                          THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents, which have heretofore been filed by Stepan 
Company, a Delaware corporation (the "Company"), with the Securities and 
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended 
(the "Exchange Act"), File No. 1-4462, are incorporated by reference herein and 
shall be deemed to be a part hereof:

      (a)   The Company's Report on Form 10-K for the year ended December 31, 
            1993.

      (b)   Quarterly Reports on Form 10-Q for the quarters ended March 31, 
            1994, June 30, 1994 and September 30, 1994.

      (c)   Current Report on Form 8-K, dated November 11, 1994.

      (d)   The description of Common Stock included in the Company's 
            Registration Statement filed under Section 12 of the Exchange Act, 
            including any amendment or report filed for the purpose of updating 
            such description.

      All documents subsequently filed by the Company pursuant to Sections 
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a 
post-effective amendment which indicates that all securities offered have been 
sold or which deregisters all securities then remaining unsold, shall be deemed 
to be incorporated herein by reference and shall be deemed a part hereof from 
the date of filing of such documents.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

         Section 145 of the Delaware General Corporation Law and Article X of 
the Company's By-laws provide for indemnification of the Company's directors 
and officers in a variety of circumstances, which may include liabilities under 
the Securities Act of 1933.  In addition, the Company has purchased insurance 
as permitted by Delaware law on behalf of directors, officers, employees or 
agents, which may cover liabilities under the Securities Act of 1933.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         See Index to Exhibits which is incorporated herein by reference.

Item 9.  Undertakings.

      The undersigned registrant hereby undertakes:

       1.    To file, during any period in which offers or sales are being 
             made, a post-effective amendment to this registration statement:

             (i)      To include any prospectus required by section 10(a)(3) of 
                      the Securities Act of 1933;

             (ii)     To reflect in the prospectus any facts or events arising 
                      after the effective date of the registration statement 
                      (or the most recent post-effective amendment thereof) 
                      which, individually or in the aggregate, represent a 
                      fundamental change in the information set forth in the 
                      registration statement;

             (iii)    To include any material information with respect to the 
                      plan of distribution not previously disclosed in the 
                      registration statement or any material change to such 
                      information in the registration statement;

             Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply 
             if the registration statement is on Form S-3 or Form S-8, and the 
             information required to be included in a post-effective  amendment 
             by those paragraphs is contained in periodic reports filed by the 
             registrant pursuant to section 13 or section 15(d) of the 
             Securities Exchange Act of 1934 that are incorporated by reference 
             in the registration statement.

       2.    That, for the purpose of determining any liability under the 
             Securities Act of 1933, each such post-effective amendment shall 
             be deemed to be a new registration statement relating to the 
             securities offered therein, and the offering of such securities at 
             that time shall be deemed to be the initial bona fide offering 
             thereof.

       3.    To remove from registration by means of a post-effective amendment 
             any of the securities being registered which remain unsold at the 
             termination of the offering.

       The undersigned registrant hereby undertakes that, for purposes of 
determining any liability under the Securities Act of 1933, each filing of the 
registrant's annual report pursuant to section 13(a) or section 15(d) of the 
Securities Exchange Act of 1934 (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to section 15(d) of the 
Securities Exchange Act of 1934) that is incorporated by reference in the 
registration statement shall be deemed to be a new registration statement 
relating to the securities offered therein, and the offering of such securities 
at that time shall be deemed to be the initial bona fide offering thereof.

       Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling persons of 
the registrant pursuant to the provisions of the registrant's articles of 
incorporation or by-laws or otherwise, the registrant has been advised that in 
the opinion of the Securities and Exchange Commission such indemnification is 
against public policy as expressed in the Securities Act of 1933 and is, 
therefore, unenforceable.  In the event that a claim for indemnification 
against such liabilities (other than the payment by the registrant of expenses 
incurred or paid by a director, officer or controlling person of the registrant 
in the successful defense of any action, suit or proceeding) is asserted by 
such director, officer or controlling person in connection with the securities 
being registered, the registrant will, unless in the opinion of its counsel the 
matter has been settled by controlling precedent, submit to a court of 
appropriate jurisdiction the question whether such indemnification by it is 
against public policy as expressed in the Securities Act of 1933 and will be 
governed by the final adjudication of such issue.

                                  SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the 
registrant certifies that it has reasonable grounds to believe that it meets 
all of the requirements for filing on Form S-8 and has duly caused this 
registration statement to be signed on its behalf by the undersigned, thereunto 
duly authorized, in the City of Northfield, State of Illinois, on this 30th day 
of December, 1994.

                                          STEPAN COMPANY

                                          By: /s/ Jeffrey W. Bartlett         
                                          _____________________________________
                                                Jeffrey W. Bartlett
                                                Vice President, General Counsel 
                                                and Corporate Secretary
       
       Each person whose signature appears below hereby constitutes and 
appoints F. Quinn Stepan, Walter J. Klein and Jeffrey W. Bartlett, and each of 
them individually, the true and lawful attorney- or attorneys- 
attorneys-in-fact and agents of the undersigned, with full power of 
substitution and resubstitution, for and in the name, place and stead of the 
undersigned, in any and all capacities, to sign any and all amendments 
(including post-effective amendments) to this Registration Statement, and to 
file the same, with all exhibits thereto, and other documents in connection 
therewith, with the Securities and Exchange Commission, and hereby grants to 
such attorneys-in-fact and agents, and each of them, full power and authority 
to do and perform each and every act and thing requisite and necessary to be 
done, as fully to all intents and purposes as the undersigned might or could do 
in person, hereby ratifying and confirming all that said attorney-in-fact and 
agents, or any of them, or their or his substitute or substitutes, may lawfully 
do or cause to be done by virtue hereof.

       Pursuant to the requirements of the Securities Act of 1933, this 
registration statement has been signed by the following persons in their 
respective capacities on this 30th day of December, 1994.

                      Signature                                 Title
                     ___________                               _______

/s/ F. Quinn Stepan               Chairman, President, Chief Executive Officer 
F. Quinn Stepan                   and Director

/s/ James J. Gavin, Jr.
James J. Gavin, Jr.               Director

/s/ Thomas F. Grojean
Thomas F. Grojean                 Director

/s/ James A. Hartlage
James A. Hartlage                 Senior Vice President - Technology and 
                                  Director

/s/ Walter J. Klein               Vice President - Finance, Principal 
Walter J. Klein                   Financial and Accounting Officer

/s/ Paul H. Stepan
Paul H. Stepan                    Director

/s/ Robert D. Cadieux
Robert D. Cadieux                 Director

                                 EXHIBIT INDEX

  Exhibit                                                           Sequential
  Number                     Description of Exhibit                 Page Number
- -----------                  -----------------------                -----------

(4)i               Copy of Revolving Credit and Term Loan Agreement 
                   dated February 20, 1990, with The First National 
                   Bank of Chicago and the amendment dated 
                   March 21, 1990 (incorporated by 
                   reference to the Company's Form 10-K for the 
                   year ended  December 31, 1989) 

(4)m               Copy of Second Amendment dated September 20, 
                   1991, amending Revolving Credit and Term 
                   Loan Agreement dated February 20, 1990
                   (see (4)i above)(incorporated by reference to the 
                   Company's Form 10-K for the year ended 
                   December 31, 1991) 

(4)m(1)            Copy of Third Amendment dated December 29, 1992, 
                   amending Revolving Credit and Term Loan Agreement 
                   dated February 20, 1990 (see (4)i and (4)m above)
                   (incorporated by reference to the Company's 
                   Form 10-K for the year ended December 31, 1992)

(4)n(1)            Copy of Certificate of Designation, Preferences 
                   and Rights of the 5 1/2% Convertible 
                   Preferred Stock, without Par Value 
                   and the Amended Certificate dated August 12, 
                   1992 and April 28, 1993 (incorporated by 
                   reference to the Company's Form 
                   8-K filed on April 28, 1993)

(4)n(2)            Copy of Issuer Tender Offer on Schedule 13E-4 
                   dated August 13, 1992 (incorporated by 
                   reference to the Company's Form 
                   10-Q for the quarter ended September 30, 1992)

(4)n(3)            Copy of Amendment No. 1 to Schedule 13E-4 
                   (see also (4)n(2)  above) dated September 23, 
                   1992 (incorporated by reference to the 
                   Company's Form 10-Q for the quarter ended 
                   September 30, 1992)

(4)o               Copy of 1992 Stock Option Plan (incorporated 
                   by reference to the Company's Proxy Statement 
                   for the 1992 Annual Meeting of Stockholders)

                   In accordance with 601(b)(4)(iii) of 
                   Regulation S-K, certain debt instruments 
                   are omitted, where the amount of securities 
                   authorized under such instruments does not 
                   exceed 10% of the total consolidated assets 
                   of the Registrant.  Copies of such instruments 
                   will be furnished to the Commission upon 
                   request.

5                  Opinion of Mayer, Brown & Platt   . . . . . .               7

23(a)              Consent of Mayer, Brown & Platt (included in 
                   Exhibit 5). . . . . . . . . . . . . . . . . .

23(b)              Consent of Arthur Andersen LLP . . . . . . .                8

24                 Powers of Attorney (included on the signature 
                   page of the registration statement)

                                                            Exhibit 5
                                                            _________

                                January 5, 1995

Stepan Company
22 West Frontage Road
Northfield, Illinois  60093

Re:                Common Stock, $1.00 par value per share
                   ______________________________________

Ladies and Gentlemen:

                   We have acted as securities counsel to Stepan Company, a 
Delaware corporation (the "Company"), in connection with the adoption of its 
1992 Stock Option Plan (the "Plan").  We are familiar with the corporate 
proceedings relative to the adoption of the Plan and the issuance of shares 
pursuant to the Plan, and we have examined such records and documents as we 
considered necessary for the purposes of this opinion.

                   Based upon the foregoing, it is our opinion that the shares 
of Common Stock, $1.00 par value per share, of the Company issuable pursuant to 
the Plan have been validly authorized and, when sold pursuant to the Plan, will 
be validly issued, fully paid and nonassessable shares of Common Stock of the 
Company.

                   We consent to the filing of this opinion as an exhibit to 
the Registration Statement on Form S-8 registering the shares issuable pursuant 
to the Plan.

                                                     Very truly yours,
                                                     /s/ Mayer, Brown & Platt
                                                      MAYER, BROWN & PLATT

                                                            Exhibit 23(b)

                              ARTHUR ANDERSEN LLP

                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                  ___________________________________________

As independent public accountants, we hereby consent to the incorporation by 
reference in this registration statement of our reports dated February 11, 1994 
included in Stepan Company's Form 10-K for the year ended December 31, 1993 and 
to all references to our Firm included in this registration statement.

                                                       /s/ Arthur Andersen LLP