SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* APOLLO INVESTMENT FUND IV LP (Last) (First) (Middle) C/O APOLLO MANAGEMENT L.P. 9 WEST 57TH STREET (Street) NEW YORK NY 10019 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PACER INTERNATIONAL INC [ PACR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/12/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/12/2004		S		4,702,893(1)(2)	D	$17.67	0	I(2)	Through Partnership

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* APOLLO INVESTMENT FUND IV LP (Last) (First) (Middle) C/O APOLLO MANAGEMENT L.P. 9 WEST 57TH STREET (Street) NEW YORK NY 10019 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* COYOTE ACQUISITION LLC (Last) (First) (Middle) (Street) (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Under common control w/AIF IV

1. Name and Address of Reporting Person* COYOTE ACQUISITION II LLC (Last) (First) (Middle) (Street) (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Under common control w/AIF IV

1. Name and Address of Reporting Person* APOLLO MANAGEMENT IV LP (Last) (First) (Middle) TWO MANHATTANVILLE RD (Street) PURCHASE NY 10577 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Under common control w/AIF IV

1. Name and Address of Reporting Person* APOLLO OVERSEAS PARTNERS IV LP (Last) (First) (Middle) TWO MANHATTANVILLE RD (Street) PURCHASE NY 10577 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Under common control w/AIF IV

1. Name and Address of Reporting Person* APOLLO ADVISORS IV LP (Last) (First) (Middle) TWO MANHATTANVILLE ROAD 2SND FL (Street) PURCHASE NY 10577 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) Under common control w/AIF IV

Explanation of Responses:

1. The shares reported in this Form 4 were sold pursuant to the shelf registration statement of Pacer International, Inc., declared effective on January 21, 2004. On November 12, 2004, Apollo Investment Fund IV, L.P. ("Fund IV"), Coyote Acquisition LLC ("Coyote I"), and Coyote Acquisition II LLC ("Coyote II") sold 3,500,350 shares, 963,178 shares and 239,365 shares, respectively, of common stock in an underwritten offering at $17.67 per share. Apollo Advisors IV, L.P. ("Advisors"), the general partner of Fund IV, is also the managing general partner of Apollo Overseas Partners IV, L.P. ("Overseas Partners") which is the sole member of Coyote II. Apollo Capital Management IV, Inc. ("ACM IV") is the general partner of Advisors. Apollo Management IV, L.P. ("AM IV") serves as manager of Coyote I, Coyote II, Fund IV and Overseas Partners. AIF IV Management, Inc ("AIF IV") is the general partner of AM IV.

2. Leon D. Black and John J. Hannan are directors and principal executive officers of ACM IV and AIF IV. Each of Fund IV, Overseas Partners, Advisors, ACM IV, AM IV and AIF IV, Messrs. Black and Hannan and their respective affiliates disclaim beneficial ownership of all securities of the Issuer in excess of their respective pecuniary interests, if any, and this report shall not be deemed an admission that any such person or entity is or was the beneficial owner of, or has or had any pecuniary interest in, any such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	/s/ Patricia M. Navis, Vice President	11/12/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.