Stewart & Stevenson Services Inc – ‘S-4’ on 6/30/94

As of:  Thursday, 6/30/94   ·   Accession #:  94328-94-38   ·   File #:  33-54389

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration Statement                                15±    70K 
 2: EX-5        Legal Opinion                                          2±     9K 
 3: EX-23       Auditors Consent                                       1      5K 
 4: EX-23       Legal Consent                                          1      5K 

S-4   —   Registration Statement
Document Table of Contents

As Filed with the Securities and Exchange Commission on June 30, 1994.        

                                            Registration No. 33-

SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.  20549

FORM S-4

 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

STEWART & STEVENSON SERVICES, INC.
(Exact name of registrant as specified in its charter)

 TEXAS
  (State or other jurisdiction of incorporation or organization)

3511
  (Primary Standard Industrial Classification Code Number)

74-1051605
(I.R.S. Employer Identification No.)

  2707 NORTH LOOP WEST, SUITE 800, HOUSTON, TEXAS  77008
 TELEPHONE: (713) 868-7700
(Address, including zip code, and telephone number including
 area code, of registrant's principal executive offices)

  LAWRENCE E. WILSON
  P. O. BOX 1637, HOUSTON, TEXAS  77251-1637
   TELEPHONE: (713) 868-7676
  (Name, address, including zip code, and telephone number including
  area code, of agent for service)
  ________________________________

  APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC:  As soon as
possible after the effective date of this Registration Statement.               

If the securities being registered on this Form are being offered in  
connection with the formation of a holding company and there is compliance with 
General Instruction G check the following box  [ ]                              

                                                        [Enlarge/Download Table]

________________________________________________________________________________________________________________               
Title of each class of                           Proposed maximum           Proposed maximum         Amount of                 
   securities to be         Amount to be        offering price per         aggregate offering       registration               
      registered             registered            unit<F1><F2>               price<F1><F2>           fee<F2>                  
________________________________________________________________________________________________________________               
                                                                                                                               
Common Stock,                                                                                                                  
without par value             500,000                 $ 41.375                 $ 20,687,500           $ 7,133.62               
________________________________________________________________________________________________________________               
<FN>                                                                                                                           
<F1> Estimated solely for purposes of computing the registration fee.                                                          
<F2> Calculated pursuant to Rule 457(f) based on the average of the high and low prices reported by the National Association of
     Securities Dealers Automated Quotation National Market System on June 24, 1994, for Stewart & Stevenson Services, Inc.    

  THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL REGISTRANT SHALL    
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION       
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF  
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME     
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), 
MAY DETERMINE.                                                                  

 CROSS REFERENCE SHEET
  Stewart & Stevenson Services, Inc.

PART I
Form S-4 Item Number and Caption                  Location in Prospectus        

A.   Information About the Transaction                                          

Item 1.   Forepart of Registration                                    
Statement and Outside Front                       
            Cover Page of Prospectus           Facing Page of Registration
                                              Statement; Cross Reference
                         Sheet

Item 2.   Inside Front and Outside                                    
         Back Cover Pages of Prospectus     Inside Front and Outside
                                      Back Cover Page of
                                         Prospectus; Available
                                              Information; Incorporation
                                             of Certain Information by
                             Reference

Item 3.   Risk Factors, Ratio of                                      
Earnings to Fixed Charges                         
        and Other Information              Selected Financial Data

Item 4.   Terms of the Transaction           *                        

Item 5.   Pro Forma Financial Information    *                        

Item 6.   Material Contracts with the                                 
Company being Acquired             *              

Item 7.   Additional Information                                      
Required for Reoffering                           
by Persons and Parties                            
Deemed to be Underwriters          **             

Item 8.   Interests of named Experts                                  
       and Counsel                        Legal Matters; Experts

Item 9.   Disclosure of Commission                                    
Position on Indemnification                       
for Securities Act Liabilities     **             

B.   Information About the Registrant                                           

Item 10.  Information with Respect                                    
           to S-3 Registrants                 The Company; Incorporation
                                             of Certain Information by
                             Reference
Item 11.  Incorporation of Certain                                    
         Information by Reference           Incorporation of Certain
                                            Information by Reference

Item 12.  Information with Respect                                    
to S-2 or S-3 Registrants          **             

Item 13.  Incorporation of Certain                                    
Information by Reference           **             

Item 14.  Information with Respect                                    
to Registrants Other than                         
S-3 or S-2 Registrants             **             

C.   Information About the Company Being Acquired                               

Item 15.  Information with Respect                                    
to S-3 Companies                   **             

Item 16.  Information with Respect                                    
to S-2 or S-3 Companies            **             

Item 17.  Information with Respect                                    
to Companies Other than                           
S-3 or S-2 Companies               *              

D.   Voting and Management Information                                          

Item 18.  Information if Proxies,                                     
Consents or Authorizations                        
are to be Solicited                *              

Item 19.  Information if Proxies,                                     
Consents or Authorizations                        
are not to be Solicited or in                     
an Exchange Offer                  *              

_______________                                                                 

*    Inapplicable (or partially inapplicable as indicated) upon filing of this  
 Registration Statement - may be included in subsequent amendments under
certain circumstances.                                                

**   Not applicable or answer is negative.                                      

Information contained herein is subject to completion or amendment.  A          
registration statement relating to these securities has been filed with the     
Securities and Exchange Commission.  These securities may not be sold nor may   
offers to buy be accepted prior to the time the registration statement becomes  
effective.  This Prospectus shall not constitute an offer to sell or the        
solicitation of an offer to buy nor shall there be any sale of these securities 
in any State in which such offer, solicitation or sale would be unlawful prior  
to registration or qualification under the securities laws of any such State.   

 Subject to Completion

  STEWART & STEVENSON SERVICES, INC.

  500,000 SHARES OF COMMON STOCK (WITHOUT PAR VALUE)

PROSPECTUS

 The Prospectus covers 500,000 shares of common stock, without par value
(the "Common Stock"), of Stewart & Stevenson Services, Inc. (the "Company")     
which may be offered and issued by the Company from time to time in the         
acquisition of other businesses or properties.                                  

It is anticipated that such acquisitions will consist principally of  
businesses that are engaged in the design, manufacture, sale, operation or      
maintenance of sophisticated machinery similar to the machinery currently       
manufactured, sold, operated and maintained by the Company, but on occasion, an 
acquired business may be dissimilar to the business of the Company.  The        
consideration for acquisitions will consist of shares of Common Stock, cash,    
notes, assumption of liabilities or a combination thereof, as determined from   
time to time by negotiations between the Company and the owners or controlling  
persons of the businesses or properties to be acquired.  In addition, the       
Company may lease property from and enter into management agreements and        
consulting and noncompetition agreements with the former owners and key         
executive personnel of the businesses to be acquired.                           

The terms of an acquisition are determined by negotiations between the
Company's representatives and the owners or controlling persons of the business 
or properties to be acquired.  Factors taken into account in acquisitions       
include the potential for market expansion, the established quality and         
reputation of the business and its management, earning power, cash flow, growth 
potential, real estate, equipment, locations of the business to be acquired and 
the market value of the Common Stock when pertinent.  It is anticipated that    
shares of Common Stock issued in any such acquisition will be valued at a price 
reasonably related to the current market value of the Common Stock, either at   
the time the terms of the acquisition are tentatively agreed upon, or at or     
about the time of closing, or during the period or periods prior to delivery of 
the shares.                                                                     

The Common Stock is traded on the National Association of Securities  
Dealers Automated Quotation National Market System ("Nasdaq NMS") under the     
symbol "SSSS."  On June __, 1994, the last reported sales price of Common Stock,
as reported by Nasdaq NMS, was $______ per share.                               

 THE SHARES OF COMMON STOCK HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES ADMINISTRATOR NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES ADMINISTRATOR    
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO 
THE CONTRARY IS A CRIMINAL OFFENSE.                                             

June  , 1994  

 AVAILABLE INFORMATION

    The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance       
therewith, files, reports and other information with the Securities and Exchange
Commission (the "Commission").  Reports, proxy and information statements and   
other information filed by the Company with the Commission pursuant to the      
informational requirements of the Exchange Act may be inspected and copied at   
the public reference facilities maintained by the Commission at 450 Fifth       
Street, N.W., Judiciary Plaza, Washington, D.C. 20549-1004, and at the following
Regional Offices of the Commission:  Chicago Regional Office, Northwestern      
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois  60661-   
2511, and New York Regional Office, 7 World Trade Center, New York, New York    
10048.  Copies of such material may also be obtained from the Public Reference  
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549-1004
at prescribed rates.  Registration statements, reports, proxy and information   
statements, and other information filed by the Company may also be inspected at 
the National Association of Securities Dealers, Inc., 1735 K. Street, N.W.,     
Washington, D.C. 20006.                                                         

    This Prospectus constitutes a part of a Registration Statement on Form S-4
(together with all amendments and exhibits thereto, the "Registration           
Statement") filed by the Company with the Commission under the Securities Act.  
This Prospectus omits certain of the information contained in the Registration  
Statement, and reference is hereby made to the Registration Statement for       
further information with respect to the Company and the securities offered      
hereby.  Any statements contained herein concerning the provisions of any       
document filed as an exhibit to the Registration Statement or otherwise filed   
with the Commission are not necessarily complete and in each instance reference 
is made to the copy of such document so filed.  Each such statement is qualified
in its entirety by such reference.                                              

 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

   THIS PROSPECTUS INCORPORATES CERTAIN DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH.  THESE DOCUMENTS (OTHER THAN EXHIBITS TO
SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE) 
ARE AVAILABLE UPON REQUEST FROM THE OFFICE OF THE CORPORATE SECRETARY, STEWART &
STEVENSON SERVICES, INC., P. O. BOX 1637, HOUSTON, TEXAS  77251-1637, TELEPHONE 
(713) 868-7700.                                                                 

     The Company hereby undertakes to provide, without charge, to each person to
whom a copy of this Prospectus has been delivered, upon the written or oral     
request of any such person, a copy of any and all of the documents referred to  
below which have or may be incorporated herein by reference, other than exhibits
to such documents, unless such exhibits are specifically incorporated herein by 
reference.  Requests for such documents should be directed to the person        
indicated in the immediately preceding paragraph.                               

  The following documents, which have been filed with the Commission (File
No. 0-8493) pursuant to the Exchange Act are hereby incorporated herein by      
reference:                                                                      

 (1)  The Company's Annual Report on Form 10-K for its fiscal year ended
January 31, 1994, as amended by Form 10-K/A dated May 5, 1994.                  

     (2)  The Company's Quarterly Report on Form 10-Q for the period ended April
30, 1994.                                                                       

   (3)  The following portions of the Company's Proxy Statement for its 1994
Annual Meeting of Shareholders held June 14, 1994 which were incorporated by    
reference into the Company's Annual Report on Form 10-K for its fiscal year     
ended January 31, 1994:                                                         

     (a)  Information under the caption "Voting Securities and Ownership Thereof
by Certain Beneficial Owners and Management" on page 2;                         

(b)  Information under the caption "Election of Directors" on pages 3 
through 6; and                                                                  

(c)  Information under the caption "Executive Compensation" on pages 6
through 10.                                                                     

(4)  The description of the Common Stock included in the Company's    
Registration Statement on Form 8-A filed May 31, 1977, pursuant to Section 12(g)
of the 1934 Act.                                                                

   All documents and reports filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and    
prior to the termination of the offering of Common Stock offered hereby, shall  
be deemed to be incorporated by reference herein and to be a part hereof from   
the respective dates of filing of such documents or reports.  All information   
appearing in this Prospectus or in any document incorporated herein by reference
is not necessarily complete and is qualified in its entirety by the information 
and financial statements (including notes thereto) appearing in the documents   
incorporated herein by reference and should be read together with such          
information and documents.                                                      

Any statement contained in a document incorporated or deemed to be    
incorporated by reference herein shall be deemed to be modified or superseded   
for purposes of this Prospectus to the extent that a statement contained herein 
(or in any subsequently filed document which also is or is deemed to be         
incorporated by reference herein) modifies or supersedes such statement.  Any   
such statement so modified or superseded shall not be deemed to constitute a    
part of this Prospectus except as so modified or superseded.                    

 THE COMPANY

   Stewart & Stevenson Services, Inc., founded in Houston, Texas in 1902, is
primarily engaged in the custom packaging of engine systems for the generation  
of electrical and mechanical power.  The Company's core business consists of    
three segments:  the Engineered Power Systems segment, the Distribution segment,
and the Tactical Vehicle Systems segment.                                       

     The Engineered Power Systems segment designs, engineers and markets engine-
driven equipment principally utilizing diesel or gas turbine engines supplied by
independent manufacturers.  The Company's products include gas turbine-driven   
generator sets for primary electrical power, including cogeneration             
applications, and diesel-driven generator sets for primary, emergency or stand- 
by electrical power sources.  The Company's engineered power systems are        
marketed worldwide, and the Company believes that the international market      
offers significant opportunities because of the potential growth in demand for  
electric power, particularly in developing nations.  In addition, the Company   
offers long-term operation and maintenance contracts for large gas turbine      
projects.  The Company also manufactures power systems for both military and    
commercial marine applications, aircraft ground support equipment and equipment 
for the oil field service industry.                                             

 The Distribution segment markets industrial equipment and related parts
manufactured by others and provides in-shop and on-site repair services for such
products.  This segment began in 1938 and currently markets Detroit Diesel      
engines, General Motors Electro-Motive diesel engines, Allison automatic        
transmissions, Hyster material handling equipment, Thermo King transport        
refrigeration units and John Deere construction, utility and forestry equipment.
The Distribution segment markets in Texas and other Western and Southern states,
as well as in Venezuela, Mexico and Central America.                            

The Tactical Vehicle Systems segment manufactures 2 1/2-ton and 5-ton 
trucks (the "FMTV") pursuant to a contract, valued at approximately $1.2        
billion, to manufacture approximately 11,000 vehicles for the U.S. Army - Tank  
Automotive Command.  This segment also markets the FMTV to the armed forces of  
other countries and to other branches of the U. S. Government.                  

 The Company's authorized capital stock consists of 50,000,000 shares of
common stock, without par value.  As of April 26, 1994, 32,945,910 shares of    
Common Stock were outstanding.  The transfer agent and registrar for the Common 
Stock is Bank of New York, N.A.                                                 

 USE OF PROCEEDS

    This Prospectus relates to shares of Common Stock which may be offered and
issued by the Company from time to time in the acquisition of other businesses  
or properties.  Other than the businesses or properties acquired, there will be 
no proceeds to the Company from these offerings.                                

 SELECTED FINANCIAL DATA

The following selected financial data of the Company should be read in
conjunction with the Consolidated Financial Statements and notes thereto        
included in the Company's Annual Report on Form 10-K for the fiscal year ended  
January 31, 1994, as amended by Form 10-K/A dated May 5, 1994, and the Company's
Quarterly Report on Form 10-Q for the three months ended April 30, 1994, both of
which are incorporated by reference in this Prospectus.  See "Incorporation of  
Certain Documents by Reference."                                                

                                                        [Enlarge/Download Table]

(In thousands, except per share data)                                                                                               
                                          Three Month Ended                                                                         
                                              April 30,                                 Year Ended January 31,                      
                                       _______________________     _________________________________________________________________

                                          1994          1993          1994          1993          1992          1991          1990  
                                       _________     _________     _________     _________     _________     _________     _________
                                                                                                                                    
Financial Data:                                                                                                                     
  Sales                                $ 259,155     $ 220,153     $ 981,892     $ 812,526     $ 686,363     $ 645,766     $ 604,868
  Earnings before income                                                                                                            
    taxes and accounting                                                                                                            
    change <F1>                           22,830        17,851        85,301        64,376        52,259        43,152        39,009
  Earnings before change                                                                                                            
    in accounting <F1>                    15,029        12,092        56,780        43,958        35,703        29,384        27,264
  Net earnings <F1>                       15,029        12,092        56,780        34,658        35,703        29,384        27,264
  Total Assets                           679,070       563,560       692,624       573,348       477,858       394,118       311,273

  Short-Term debt (including                                                                                                        
    current portion of Long-Term                                                                                                    
    debt)                                 31,973         3,274         7,219         3,252         4,582        58,616         9,091
  Long-Term debt                          68,000        46,228        68,000        44,451        27,939        37,982        23,544

Per Share Data:                                                                                                                     

  Earnings before change in                                                                                                         
    accounting <F1>                          .46           .37          1.73          1.35          1.18          0.99          0.97
  Net earnings <F1>                          .46           .37          1.73          1.06          1.18          0.99          0.97
  Cash dividends declared                    .06           .05          0.23          0.19          0.15          0.11        0.0725

<FN>                                                                                                                                
<F1> The Company adopted SFAS 106 effective February 1, 1992, resulting in a cumulative charge to 1992 earnings of $9,300, or $.29  
per share, after a deferred tax benefit of $4,790 (see Note 7 in the notes to the consolidated financial statements of the Company  
included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1994, as amended by Form 10-K/A dated May
5, 1994, which is incorporated herein by reference).                                                                                

 LEGAL MATTERS

   The validity of the issuance of the shares of Common Stock will be passed
upon for the Company by Lawrence E. Wilson, Corporate Counsel of the Company.   
Mr. Wilson owns 511 shares of Common Stock and has options to purchase 22,000   
shares of Common Stock, of which 5,500 are exercisable within 60 days.          

   EXPERTS

    The audited consolidated financial statements and schedules of the Company
at January 31, 1994 and 1993 and for each of the three years in the period ended
January 31, 1994, incorporated by reference in this Prospectus have been audited
by Arthur Andersen & Co., independent public accountants, as indicated in their 
reports thereon incorporated herein by reference. The financial statements      
audited by Arthur Andersen & Co. have been incorporated herein by reference in  
reliance upon the authority of said firm as experts in accounting and auditing  
in giving such reports.                                                         

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY  
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR 
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED ON AS HAVING BEEN  
AUTHORIZED.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE       
SOLICITATION OF AN OFFER TO BUY, ANY SECURITIES OTHER THAN THE SECURITIES TO    
WHICH IT RELATES OR ANY OFFER TO SELL OR SOLICITATION OF AN OFFER TO BUY SUCH   
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE       
AFFAIRS OF STEWART & STEVENSON SERVICES, INC. SINCE THE DATE HEREOF OR THAT THE 
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.            

Table of Contents                                                               

Available Information         2                                                 
Incorporation of Certain                                                        
Documents By Reference      2                                               
The Company                   4                                                 
Use of Proceeds               4                                                 
Selected Financial Data       5                                                 
Legal Matters                 6                                                 
Experts                       6                                                 

 Stewart & Stevenson
Services, Inc.

 500,000 Shares of
Common Stock
 (without par value)

  ________________________

PROSPECTUS

   _________________________

 PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.                            

Article 2.02-1 of the Texas Business Corporation Act provides:                  

   1)   A corporation may indemnify any officer or director from and against
any judgments, penalties, fines, settlements, and reasonable expenses actually  
incurred by him in an action, suit, investigation or other proceeding to which  
he is, was, or is threatened to be a party; provided that it is determined by   
the Board of Directors, a committee thereof, special legal counsel, or a        
majority of the stockholders that such officer or director:  (a) conducted      
himself in good faith; (b) (i) in the case of his conduct as a director of the  
corporation, reasonably believed that his conduct was in the best interest of   
the corporation or (ii) in all other cases, that his conduct was at least not   
opposed to the corporation's interest; and (c) in a criminal case, had no       
reasonable cause to believe his conduct was unlawful.  Such indemnity is limited
to the reasonable expenses actually incurred in matters as to which the officer 
or director is found liable to the corporation or is found liable on the basis  
that a personal benefit was improperly received by him.  No indemnification is  
permitted with respect to any proceeding in which the officer or director is    
found liable for willful or intentional misconduct in the performance of his    
duty to the corporation.                                                        

2)   A corporation shall indemnify an officer or director against     
reasonable expenses incurred by him in connection with an action, suit,         
investigation, or other proceeding to which he is, was, or was threatened to be 
a party if he has been wholly successful in its defense.                        

    3)   A corporation may advance an officer or director the reasonable costs
of defending an action, suit, investigation or other proceeding in certain      
cases.                                                                          

   4)   A corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a        
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, or other enterprise against any liability asserted against him  
and incurred by him in any such capacity or arising out of his status as such,  
whether or not the corporation would have the power to indemnify him against    
such liability under the provisions of this Article.                            

The bylaws of the Company provide in relevant part:                             

"Section 6.9.  Indemnification of Officers and Directors.  The Corporation shall
indemnify any person against any judgment, penalty, fine, settlement and        
reasonable expenses incurred by him in connection with any threatened, pending  
or completed action, suit or proceeding in which such person is or is threatened
to be made a party because he is or was serving as an officer or director of the
Corporation or at the request of the Corporation as an officer, director,       
partner, venturer, proprietor, trustee, employee, agent or other functionary of 
another entity and (i) such person is wholly successful in the defense thereof, 
or (ii) it is determined in the manner required by law that such person         
conducted himself in good faith, reasonably believed that his conduct was in the
best interest of the Corporation and had no reasonable cause to believe that his
conduct was unlawful; provided, however, that no person shall be indemnified    
with respect to any matter as to which such person is found liable to the       
Corporation.  Any such indemnification shall be reported in writing to the      
stockholders of the Corporation on or before the notice or waiver of notice of  
the next stockholders' meeting and in any event within twelve (12) months of the
indemnification.  The right of indemnification under this Section 6.9 shall be  
in addition to any other rights to which such persons may be entitled."         

The Company has purchased a directors' and officers' liability and corporation  
reimbursement policy in the amount of $20,000,000, which, subject to certain    
exceptions, protects the officers and directors of the Company against          
liabilities arising from any claim for breach of duty, neglect, error,          
misstatement, misleading statement, omission or other act attempted, committed  
or allegedly committed by reason of the director or officer acting in such      
capacity.  The Company has also executed and delivered indemnity agreements with
its officers and directors that provide indemnification to the extent permitted 
by Texas law.                                                                   

ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.                           

The exhibits listed below are filed as part of the Registration Statement.      

Exhibit Number      Description of Exhibit                                      

1.             Underwriting agreement.*                               

2.             Plan of acquisition, reorganization, arrangement,      
liquidation or succession.*             

3.             (i) Articles of Incorporation; (ii) Bylaws.*           

4.             Instruments defining the rights of security holders,   
including indentures.*                  

5.             Opinion re legality.                                   
                 5.1 - Opinion of Lawrence E. Wilson as to the legality of
the Common Stock.                       

6.             Opinion re discount on capital shares.*                

7.             Opinion re liquidation preference.*                    

8.             Opinion re tax matters.*                               

9.             Voting trust agreement.*                               

10.            Material contracts.*                                   

11.            Statement re computation of per share earnings.*       

12.            Statements re computation of ratios.*                  

  13.            Annual report to security holders, Form 10-Q or quarterly
report to security holders.*            

14.            Material foreign patents.*                             

15.            Letter re unaudited interim financial information.*    

16.            Letter re change in certifying accountant.*            

21.            Subsidiaries of the registrant.*                       

23.            Consents of experts and counsel.                       
23.1 - Consent of Arthur Andersen & Co. 
23.2 - Consent of Lawrence E. Wilson.   

24.            Power of attorney                                      
                    24.1 - Power of Attorney for Bob H. O'Neal (Included on Page
II-7).                        
                    24.2 - Power of Attorney for Robert L. Hargrave (Included on
Page II-7)                    
                   24.3 - Power of Attorney for C. Jim Stewart II (Included on
Page II-7)                    
                   24.4 - Power of Attorney for J. Carsey Manning (Included on
Page II-7)                    
                  24.5 - Power of Attorney for Donald E. Stevenson (Included
on Page II-7)                 
                   24.6 - Power of Attorney for Robert H. Parsley (Included on
Page II-7)                    
                   24.7 - Power of Attorney for J. W. Lander, Jr. (Included on
Page II-7)                    
                  24.8 - Power of Attorney for James H. Elder, Jr. (Included
on Page II-7)                 
                24.9 - Power of Attorney for Jack T. Currie (Included on
Page II-7)                    
                  24.10 - Power of Attorney for Robert S. Sullivan (Included
on Page II-7)                 

25.            Statement of eligibility of trustee.*                  

26.            Invitation for competitive bids.*                      

27.            Financial Data Schedule.*                              

28.            Information from reports furnished to state insurance  
regulatory authorities.*                

99.            Additional Exhibits.*                                  
____________                                                                    

*    Inapplicable to this filing.                                               

ITEM 22.  UNDERTAKINGS.                                                         

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 set forth in Item 20 above 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 Act 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 of 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 Act and will 
be governed by the final adjudication of such issue.                            

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.                                                  

(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.                                                                       

   (4)  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.                                                                        

(5)  To respond to requests for information that is incorporated by   
reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this     
Form, within one business day of receipt of such request, and to send the       
incorporated documents by first class mail or other equally prompt means.  This 
includes information contained in documents filed subsequent to the effective   
date of the registration statement through the date of responding to the        
request.                                                                        

(6)  To supply by means of a post-effective amendment all information 
concerning a transaction, and the company being acquired involved therein, that 
was not the subject of and included in the registration statement when it became
effective.                                                                      

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 the       
requirements for filing on Form S-4 and has duly caused this Registration       
Statement to be signed on its behalf by the undersigned, thereunto duly         
authorized, in the City of Houston, and State of Texas, on the 30th day of June,
1994.                                                                           

STEWART & STEVENSON SERVICES, INC.                                              
(Registrant)                                                                    

/s/ Bob H. O'Neal                                                     
By___________________________________________                                   
Bob H. O'Neal, President                                                    

 POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Bob H.
O'Neal and Robert L. Hargrave and each of them, his true and lawful attorney-in-
fact and agent, with full power of substitution and resubstitution, for him and 
in his name, place and stead, 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 in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said      
attorneys-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 below by the following persons in the capacities and  
on the dates indicated.                                                         

                                                        [Enlarge/Download Table]
                                                                                         
Signatures                 Titles                                           Date         

/s/ Bob H. O'Neal                                                                        
_________________________  President, Chief Executive Officer and Director  June 30, 1994
(Bob H. O'Neal)            (Principal Executive Officer)                                 

/s/ Robert L. Hargrave                                                                   
_________________________  Group Vice President, Chief Financial Officer,   June 30, 1994
(Robert L. Hargrave)       Treasurer and Director (Principal Financial                   
                           Officer and Principal Accounting Officer)                     
/s/ C. Jim Stewart II                                                                    
_________________________  Director                                         June 30, 1994
(C. Jim Stewart II)                                                                      

/s/ J. Carsey Manning                                                                    
_________________________  Director                                         June 30, 1994
(J. Carsey Manning)                                                                      

/s/ Donald E. Stevenson                                                                  
_________________________  Director                                         June 30, 1994
(Donald E. Stevenson)                                                                    

/s/ Robert H. Parsley                                                                    
_________________________  Director                                         June 30, 1994
(Robert H. Parsley)                                                                      

/s/ J.W. Lander, Jr.                                                                     
_________________________  Director                                         June 30, 1994
(J.W. Lander, Jr.)                                                                       

/s/ James H. Elder, Jr.                                                                  
_________________________  Director                                         June 30, 1994
(James H. Elder, Jr.)                                                                    

_________________________  Director                                         June __, 1994
(Jack T. Currie)                                                                         

/s/ Robert S. Sullivan                                                                   
_________________________  Director                                         June 30, 1994
(Robert S. Sullivan)                                                                     

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-4’ Filing		Date		Other Filings
Filed on:		6/30/94
		6/24/94
		6/14/94
		5/5/94
		4/30/94		10-Q
		4/26/94
		1/31/94		10-K,  10-K/A,  DEF 14A
		1/31/93
		2/1/92
				List all Filings