STEPAN CO
SC 13G/A, 1994-02-10
SOAP, DETERGENTS, CLEANG PREPARATIONS, PERFUMES, COSMETICS
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                                   UNITED STATES                
                        SECURITIES AND EXCHANGE COMMISSION      
                             Washington, D.C.  20549       
                                                                            
     

                                 SCHEDULE 13G


                   Under the Securities Exchange Act of 1934
                        (Amendment No.     1     )*
                                      -----------

                                STEPAN COMPANY
- -------------------------------------------------------------------------------
                               (Name of Issuer)

                         5 1/2% Convertible Preferred
- -------------------------------------------------------------------------------
                         (Title of Class of Securties)

                              858586-20-9
                             -------------------------
                                   (CUSIP Number)

Check the following box if a fee is being paid with this statement [_].  (A fee 
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.) 
(See Rule 13d-7).

*The remainder of this cover page shall be filled out for a reporting person's 
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the 
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 
1934 ("Act") or otherwise subject to the liabilities of that section of the Act 
but shall be subject to all other provisions of the Act (however, see the 
Notes).


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CUSIP No. 858586-20-9             13G                     Page  2  of  4  Pages
                                                               ----   ----

1  NAME OF REPORTING PERSON
   S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
        
   STEPAN VENTURE II


2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*            (a) [_]

                                                                (b) [_]

3  SEC USE ONLY

    

4  CITIZENSHIP OR PLACE OF ORGANIZATION

        
        U.S.A.


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH


        5  SOLE VOTING POWER
                  
              166,480 (*shares split 8-for-1 April 1993)

        6  SHARED VOTING POWER
                  

        7  SOLE DISPOSITIVE POWER
                  
            166,480

        8  SHARED DISPOSITIVE POWER
                  

9  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
        
         166,480

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

        
                
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
        
         20.8%

12 TYPE OF REPORTING PERSON*
        
    PARTNERSHIP

                     *SEE INSTRUCTION BEFORE FILLING OUT!
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                                                                     Page 3 of 4

Item 1(a)       Name of issuer:
                Stepan Company

Item 1(b)       Address of issuer's principal executive offices:
                22 West Frontage Road
                Northfield, Illinois  60093

Item 2(a)       Name of person filing:
                See Item 1 of cover page

Item 2(b)       Address of principal business office or, if none,
                residence:
                Stepan Company
                22 West Frontage Road
                Northfield, Illinois  60093

Item 2(c)       Citizenship:
                See Item 4 of cover page

Item 2(d)       Title of class of securities
                5 1/2 percent Convertible Preferred

Item 2(e)       CUSIP number:
                858586-20-9

Item 3          Not applicable

Item 4          Ownership
                (a) Amount beneficially owned:
                    See Item 9 of cover page
                (b) Percent of Class:
                    See Item 11 of cover page
                (c) Number of shares as to which such person has:
                    (i)         Sole power to vote or direct the vote
                                See Item 5 of cover page
                    (ii)        Shares power to vote or direct the
                                vote - See Item 6 of cover page
                    (ii)        Sole power to dispose or direct the 
                                disposition of
                                See Item 7 of cover page
                    (iv)        Shares power to dispose or direct the 
                                disposition of:
                                See Item 8 of cover page

Item 5          Ownership of five percent or less of a class:
                Not applicable.

Item 6          Ownership of more than five percent on behalf of 
                another person:
                Of the shares reported herein, F. Quinn Stepan and 
                Paul H. Stepan, as the general partners of Stepan
                Venture I, an Illinois limited partnership, which
                in turn is the sole general partner of Stepan

<PAGE>
            

                                                                     Page 4 of 4

                Venture II, an Illinois limited partnership, have
                over 166,480 of the issuer's 5 1/2 percent
                Convertible Preferred shares owned by Stepan
                Venture II.  (note - Stepan Company 5 1/2 percent 
                Convertible Preferred shares were split 8-for-
                1 on April 30, 1993)

Item 7          Identification and classification of the subsidiary
                which acquired the security being reported on by
                the parent holding company:
                Not applicable

Item 8          Identification and classification of members of the 
                group:
                Not applicable

Item 9          Notice of dissolution of group:
                Not applicable

Item 10         Certification:
                Not applicable

Signature - After reasonable inquiry and to the best of my knowledge and belief,
- --------- 
I certify that the information set forth in this statement is true,
complete and correct.


February 10, 1994                      /s/ F. Quinn Stepan
- --------------------                  --------------------------------
Dated                                 Signature


                                      F. Quinn Stepan
                                      --------------------------------
                                      Name


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