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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000950131-02-001746.txt : 20020430
<SEC-HEADER>0000950131-02-001746.hdr.sgml : 20020430
ACCESSION NUMBER:		0000950131-02-001746
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020429
ITEM INFORMATION:		Changes in registrant's certifying accountant
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20020430

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			STEPAN CO
		CENTRAL INDEX KEY:			0000094049
		STANDARD INDUSTRIAL CLASSIFICATION:	SOAP, DETERGENT, CLEANING PREPARATIONS, PERFUMES, COSMETICS [2840]
		IRS NUMBER:				361823834
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-04462
		FILM NUMBER:		02627743

	BUSINESS ADDRESS:	
		STREET 1:		EDENS & WINNETKA RDS
		CITY:			NORTHFIELD
		STATE:			IL
		ZIP:			60093
		BUSINESS PHONE:		8474467500

	MAIL ADDRESS:	
		STREET 1:		EDENS & WINNETKA ROAD
		CITY:			NORTHFIELD
		STATE:			IL
		ZIP:			60093

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	STEPAN CHEMICAL CO /DE/
		DATE OF NAME CHANGE:	19840108
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>d8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934




Date of report (Date of earliest event reported)   April 29, 2002



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

                                    Delaware
- --------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

             1-4462                                     36-1823834
      ----------------------                 ----------------------------------
     (Commission File Number)               (I.R.S. Employer Identification No.)

     Edens and Winnetka Road,
       Northfield, Illinois                              60093
 --------------------------------------                --------
(Address of Principal Executive Offices)              (Zip Code)


Registrant's telephone number, including area code:   (847) 446-7500
                                                      --------------

<PAGE>

Item 4. Changes in Registrant's Certifying Accountant.

     On April 29, 2002, the Audit Committee and the Board of Directors of Stepan
Company (the "Company") decided to no longer engage Arthur Andersen LLP
("Andersen") as the Company's independent public accountants and engaged
Deloitte & Touche LLP ("Deloitte") to serve as the Company's independent public
accountants for the fiscal year 2002 effective May 16, 2002.

     Andersen's reports on the Company's consolidated financial statements for
each of the years ended 2001 and 2000 did not contain an adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles.

     During the years ended December 31, 2001 and 2000 and through the date
hereof, there were no disagreements with Andersen on any matter of accounting
principle or practice, financial statement disclosure, or auditing scope or
procedure which, if not resolved to Andersen's satisfaction, would have caused
them to make reference to the subject matter in connection with their report on
the Company's consolidated financial statements for such years; and there were
no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

     The Company provided Andersen with a copy of the foregoing disclosures.
Attached as Exhibit 16 is a copy of Andersen's letter, dated April 29, 2002,
stating its agreement with such statements.

     During the years ended December 31, 2001 and 2000 and through the date
hereof, the Company did not consult Deloitte with respect to the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's
consolidated financial statements, or any other matters or reportable events as
set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.

Item 7. Financial Statements and Exhibits

     (c)  Exhibits
          --------

          Exhibit 16  Letter from Arthur Andersen LLP             Filed with
                      to the Securities and Exchange              this document
                      Commission dated April 29, 2002





                                      - 2 -

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                 STEPAN COMPANY

                                By: /s/ Kathleen M. Owens
                                    ------------------------------
                                        Kathleen M. Owens
                                        Assistant Secretary

Date:  April 29, 2002




                                      - 3 -


<PAGE>

                                  EXHIBIT INDEX
Exhibit
Number     Description
- -------    -----------

  16       Letter from Arthur Andersen LLP to the Securities and
           Exchange Commission dated April 29, 2002

                                      - 4 -


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-16
<SEQUENCE>3
<FILENAME>dex16.txt
<DESCRIPTION>LETTER FROM ARTHUR ANDERSEN LLP
<TEXT>
<PAGE>


                                                                    Exhibit 16

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549



April 29, 2002



Dear Sir/Madam:

     We have read the first, second, third and fourth paragraphs of Item 4
included in the Form 8-K dated April 29, 2002, of Stepan Company to be filed
with the Securities and Exchange Commission and are in agreement with the
statements contained therein.

                                Very truly yours,

                                /s/ Arthur Andersen LLP
                                ----------------------------
                                ARTHUR ANDERSEN LLP

Copy to:
Mr. Walter J. Klein
Vice President - Finance
Stepan Company


</TEXT>
</DOCUMENT>
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