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): May 8, 2006

STEWART & STEVENSON SERVICES, INC.

(Exact name of Registrant as specified in charter)

Texas	0-8493	74-1051605
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer 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

Former name or former address, if changed since last report: Not Applicable

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:

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

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

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

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (1 7 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On May 16, 2006, Stewart & Stevenson Services, Inc. (the “Company”) announced that Stewart & Stevenson Tactical Vehicle Systems, LP was recently awarded contract modifications by the U.S. Army Tank-Automotive and Armaments Command valued at approximately $625 million. The Company signed the contract modifications on March 31, 2006 and May 8, 2006. The contract modifications firm up funding for base and option vehicle production for the fourth program year, beginning approximately October 2006, of the Family of Medium Tactical Vehicle product contract, Contract number DAAE07-03C-S023 dated April 17, 2003 between Stewart & Stevenson Tactical Vehicle Systems, LP and the U.S. Department of Defense, U.S. Army Tank-Automotive and Armaments Command, which is filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended August 2, 2003. A copy of the press release is furnished herewith as Exhibit 99.1.

Item 8.01 Other Events.

On May 16, 2006, the Company issued a press release announcing that the May 16, 2006 special meeting of the Company’s shareholders had been adjourned until Thursday, May 25, 2006. A copy of the press release is furnished herewith as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following Exhibits are furnished herewith as a part of this report:

Exhibit	Description
99.1	Press Release of Stewart & Stevenson Services, Inc. dated May 16, 2006, titled “Stewart & Stevenson Secures Contract for the Fourth Program Year of the Family of Medium Tactical Vehicles”.
99.2	Press Release of Stewart & Stevenson Services, Inc. dated May 16, 2006, titled “Stewart & Stevenson Services, Inc. Adjourns Special Meeting of Shareholders to Thursday, May 25, 2006 at 9:00 a.m., Houston Time, as Planned”.

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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 hereunto duly authorized.

			STEWART & STEVENSON SERVICES, INC.
Dated: May 18, 2006	By:	/s/ L. Scott Biar
			Name:	L. Scott Biar
			Title:	Chief Financial Officer

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EX-99.1

Exhibit 99.1

Contact:	L. Scott Biar, CFO and Treasurer
	Stewart & Stevenson Services, Inc.
	713-868-7700
	Dan Burch / Charlie Koons
	MacKenzie Partners, Inc.
	212-929-5500
	800-322-2885
	Matt Sherman / Sharon Goldstein
	Joele Frank, Wilkinson Brimmer Katcher
	212-355-4449

STEWART & STEVENSON SECURES CONTRACT FOR THE FOURTH PROGRAM YEAR OF THE FAMILY OF MEDIUM TACTICAL VEHICLES

HOUSTON, May 16 /PRNewswire-FirstCall/ — Stewart & Stevenson Services,Inc. (NYSE: SVC), the premier manufacturer of medium tactical vehicles for the US Army, announced today that Stewart & Stevenson Tactical Vehicle Systems, LP (TVS) has recently received contract modifications valued at approximately $625 million.  These modifications call up an incremental 1,800 trucks and 1,077 trailers in base contract quantities and 2,484 trucks in option quantities for the fourth program year of the current Family of Medium Tactical Vehicle (FMTV) production contract which began April 17, 2003 and includes the sustaining support element.

The value and quantities of these contract modifications are consistent with the Company’s prior expectations.  In-hand orders for future deliveries of vehicles and service now exceed $1.4 billion.

FMTV cargo, recovery, dump and High Mobility Artillery Rocket System (HIMARS) resupply variants will be delivered under these modifications supporting the US Army’s transformation to a modular and more standardized organization.  In addition, these modifications include vehicles to be delivered to the Kingdom of Jordan as a second phase of U.S. Foreign Military Sales investment.  Work will be completed at the TVS design, fabrication and assembly facility in Sealy, Texas.

Dennis Dellinger, President of Stewart & Stevenson TVS, said, “It is a privilege to provide our armed forces with the workhorse vehicles of the  tactical wheeled fleet.  These orders are a testament to our progressive  investment in our people and facility in Texas.  Our recent capacity expansion  provides us the ability to deliver these increased volumes in a timely and  economical fashion.  The TVS team has developed a standard of quality,  reliability and ultimate readiness in medium tactical vehicles that is  unmatched in the industry.”

Stewart & Stevenson has produced over 32,000 FMTV vehicles since 1991 from  their state-of-the-art facility in Sealy, Texas.  The FMTV, which includes  2.5-Ton, 5-Ton and 10-Ton trucks in more than 15 active variants, is the  platform of choice for the U.S. Army.  In April 2005, Stewart & Stevenson  increased their military product range to include the 4x4 and 6x6 Pinzgauer  all-terrain vehicles recently successfully fielded in New Zealand in armored  variants.  Stewart & Stevenson’s armored cabs for FMTV continue to provide  outstanding performance for U.S. forces deployed in Iraq.

Stewart & Stevenson Services, Inc. (NYSE: SVC), founded in 1902, is  primarily engaged in the design, manufacture and service of medium and light

tactical vehicles for the U.S. Army and others worldwide.  Stewart & Stevenson  Services, Inc. is not affiliated with Stewart & Stevenson LLC.  For more  information on Stewart & Stevenson Services, Inc., visit http://www.ssss.com  .

This press release contains forward-looking statements that are based on  management’s current expectations, estimates, and projections.  These  statements are not guarantees of future performance and involve a number of  risks, uncertainties and assumptions and are made pursuant to the Safe Harbor  Provisions of the Private Securities Litigation Reform Act of 1995.  Many  factors, including those discussed more fully elsewhere in this release and in  the Company’s filings with the Securities and Exchange Commission,  particularly its latest annual report on Form 10-K, as well as others, could  cause results to differ materially from those stated.  These factors include,  but are not limited to, risks of dependence on government and failure to  obtain new government contracts, inherent risks of government contracts, risks  of supply interruptions, risks associated with Distributed Energy Solutions  segment, risks of fixed-price contracts, risks as to rising steel prices,  risks as to cost controls, risks of dependence on third party for support  services, risk of decline in defense spending, risks of general economic  conditions, risk of competition, risks relating to technology, risks relating  to personnel, risks of claims and litigation, risks of product defects, risks  as to foreign sales and global trade matters, risks as to acquisitions and  restructuring activities, risks as to currency fluctuations and risks as to  environmental and safety matters, all as more specifically outlined in the  Company’s latest annual report on Form 10-K. In addition, such forward-looking  statements could be affected by general industry and market conditions and  growth rates, general domestic and international conditions including interest  rates, inflation and currency exchange rates and other future factors.  Actual  outcomes and results may differ materially from what is expressed or  forecasted in such forward-looking statements.

SOURCE  Stewart & Stevenson Services, Inc.

CONTACT: Scott Biar, CFO and Treasurer of Stewart & Stevenson Services, Inc., +1-713-868-7700

EX-99.2

Exhibit 99.2

Contact:	L. Scott Biar, CFO and Treasurer
	Stewart & Stevenson Services, Inc.
	713-868-7700
	Dan Burch / Charlie Koons
	MacKenzie Partners, Inc.
	212-929-5500
	800-322-2885
	Matt Sherman / Sharon Goldstein
	Joele Frank, Wilkinson Brimmer Katcher
	212-355-4449

FOR IMMEDIATE RELEASE

STEWART & STEVENSON SERVICES, INC.
ADJOURNS SPECIAL MEETING OF SHAREHOLDERS
TO THURSDAY, MAY 25, 2006 AT 9:00 A.M., HOUSTON TIME, AS PLANNED

HOUSTON, TX – May 16, 2006 – Stewart & Stevenson Services, Inc. (NYSE: SVC) today announced that, as planned, it has adjourned its special meeting of shareholders to Thursday, May 25, 2006 at 9:00 a.m. Houston Time at The Fulbright Tower, 1301 McKinney, Houston, Texas 77010. The record date for shareholders entitled to vote at the special meeting remains April 5, 2006. The Company noted that shareholders that have previously voted may change their vote, but need not vote again.

As previously announced, Stewart & Stevenson and Armor Holdings, Inc. (NYSE: AH) have amended the terms of their merger agreement. Under the terms of the amended agreement, Armor Holdings will acquire all of the outstanding shares of Stewart & Stevenson common stock for $36.50 per share in cash.  If Stewart & Stevenson shareholders fail to approve the amended merger agreement at the special meeting of shareholders to be held on May 25, 2006, the merger proposal price will revert to the original merger price of $35.00 per share in cash. The amended agreement has been unanimously approved by Stewart & Stevenson’s Board of Directors.

Stewart & Stevenson shareholders are reminded that their vote is important, and a failure to vote has the same effect as a vote against the merger proposal. Any shareholder who has not yet voted is urged to vote FOR the merger. Shareholders may vote their shares by telephone or by the Internet, and are advised that if they have any questions or need any assistance in voting their shares, they should contact Stewart & Stevenson’s proxy solicitor, MacKenzie Partners, Inc. Toll-Free at 800-322-2885. Shareholders are urged to act promptly.

The transaction is expected to close promptly after receipt of Stewart & Stevenson shareholder approval.

As previously announced, on April 19, 2006, the U.S. Department of Justice and the U.S. Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the proposed transaction. This allows the transaction to close promptly after receipt of shareholder approval.

The Company also noted that three leading proxy advisory firms – Institutional Shareholder Services, Glass Lewis and Proxy Governance – endorsed Stewart & Stevenson’s merger with Armor Holdings and recommended that Stewart & Stevenson shareholders vote in favor of the proposed merger.

Shareholders are encouraged to read Stewart & Stevenson’s definitive proxy materials in their entirety as they provide, among other things, a detailed discussion of the process that led to the proposed merger and the reasons behind the Stewart & Stevenson Board of Directors’ unanimous recommendation that shareholders vote FOR the approval and adoption of the merger agreement and the merger.

About Stewart & Stevenson

Stewart & Stevenson Services, Inc., founded in 1902, is primarily engaged in the design, manufacture and service of medium and light tactical vehicles for the U.S. Army and others worldwide. Stewart & Stevenson Services, Inc. is not affiliated with Stewart & Stevenson LLC. For more information on Stewart & Stevenson Services, Inc., visit http://www.ssss.com.

Forward-Looking Statements

Certain matters discussed in this press release constitute forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected. These statements may be identified through the use of words such as “anticipates,” “believes,” “plans,” “potentially,” “expects,” “intends,” “future,” and similar expressions. These risks and uncertainties are described in Stewart & Stevenson Services, Inc.’s filings with the SEC, including Stewart & Stevenson Services, Inc.’s Annual Report on Form 10-K for the fiscal year ended January 31, 2006, which are available at the SEC’s web site at http://www.sec.gov .

Additional Information and Where to Find It

In connection with the proposed transaction, Stewart & Stevenson has filed a definitive proxy statement with the SEC to be used to solicit shareholder approval of the proposed transaction, as well as other relevant documents concerning the proposed transaction. Stewart & Stevenson shareholders are urged to read the definitive proxy statement regarding the proposed transaction and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about Stewart & Stevenson, the proposed transaction and related matters. The definitive proxy statement and a proxy statement supplement have been mailed to the shareholders of Stewart & Stevenson. You will be able to obtain a free copy of the definitive proxy statement, as well as other filings containing information about Stewart & Stevenson with the SEC at the SEC’s website at www.sec.gov. Copies of the definitive proxy statement and the SEC filings that will be incorporated by reference in the definitive proxy statement can also be obtained, when available, without charge, by directing a request to Stewart & Stevenson Services, Inc., Investor Relations, P.O. Box 1637, Houston, Texas 77251 or at Stewart & Stevenson Services, Inc.’s Investor Relations page on its corporate website at www.ssss.com. You can also contact Dan Burch or Charlie Koons of MacKenzie Partners, Inc., Stewart & Stevenson’s proxy solicitor, if you have any questions relating to the transaction at 800-322-2885.

Stewart & Stevenson and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement. Information regarding Stewart & Stevenson’s directors and executive officers and the interests of those participants may be obtained by reading the

proxy statement regarding the proposed merger and Stewart & Stevenson’s Annual Report on Form 10-K for the fiscal year ended January 31, 2006.

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