8-K

UNITED STATES

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):  January 7, 2005

STEWART & STEVENSON SERVICES, INC.
(Exact name of registrant as specified in its charter)
Texas	0-8493	74-1051605
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)
2707 North Loop West
Houston, Texas		77008
(Address of principal executive offices)		(Zip code)
Registrant’s telephone number, including area code: (713) 868-7700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.  Entry Into a Material Definitive Agreement

DaimlerChrysler Off-Highway Holding GmbH and the Company have entered into a letter agreement extending the term of the Distributor Agreement with Stewart & Stevenson Services, Inc. to December 31, 2007.  The other terms and conditions of the Distributor Agreement remain the same.

Item 9.01.               Financial Statements and Exhibits

Exhibit Number	Description of Exhibit
Exhibit 99.1	DaimlerChrysler Off-Highway Holding GmbH Extension Letter, extending the term of the Distributor Agreement with Stewart & Stevenson Services, Inc. to December 31, 2007.

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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 hereto duly authorized.

	STEWART & STEVENSON SERVICES, INC.
Date: January 7, 2005	By:	/s/ John B. Simmons
	Name:	John B. Simmons
	Title:	Vice President and Chief Financial Officer

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EXHIBIT INDEX

99.1 DaimlerChrysler Off-Highway Holding GmbH Extension Letter, extending the term of the Distributor Agreement with Stewart & Stevenson Services, Inc. to December 31, 2007.

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EX-99.1

EXHIBIT 99.1

DaimlerChrysler

Off-Highway Holding GmbH

Stewart & Stevenson Services, Inc.

Mr. Don Kyle

2707 North Loop West

P.O. Box 1637

Houston, TX 77008

USA

December 10, 2004

Extension Letter valid as of January 1, 2005

Gentlemen,

As you are aware, your DaimlerChrysler Off-Highway Holding GmbH Distributor Agreement will expire by December 31, 2004.

DaimlerChrysler Off-Highway Holding GmbH hereby offers to extend the Agreement from January 1, 2005 to December 31, 2007 as existing.

If this is agreeable to you, kindly sign the attached copy of this letter and return them to Sigrid Dolan, S3, by January 31, 2005.

We are looking forward to a continuation of our good working relationship.

DaimlerChrysler Off-Highway Holding GmbH

/s/ Knut Mueller	/s/ Ulrich Kemnitz
Knut Mueller	Ulrich Kemnitz
		Accepted:
		Stewart & Stevenson Services, Inc.
		(Distributor’s Name)
		Signature:	/s/ D. K. Kyle
		Name:	Don K. Kyle
		Title:	Vice President
		Date:	December 24, 2004

DaimlerChrysler Off-Highway Holding GmbH, Sitz / Domicile: Friedrichshafen	DaimlerChrysler Off-Highway Holding GmbH
Handelsregister / Register Court: Tettnang Nr. / No. 2053	Maybachplatz 1
Geschäftsführung/Board of Management: Dipl.-Ing. Volker Hauer, Vorsitzender / President and CEO	88045 Friedrichshafen/Germany Telefon/Phone +49-(0)75 41 90-0
Dipl.-Ing. (FH) Peter Grosch, Dipl.-Kfm. Werner Speckner, Dr.-Ing. Gerd-Michael Wolters	Telefax/Fax +49-(0)75 41 90-50 00 www.off-highway.daimlerchrysler.com
Eln Untemehmen der DaimlerChrysler AG/A Company of the DaimlerChrysler Group