SEC FORM 4

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

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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^*

SULLIVAN ROBERT S

(Last)

(First)

(Middle)

P.O. BOX 1637

(Street)

HOUSTON

77251-1637

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
STEWART & STEVENSON SERVICES INC [ SVC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/25/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/25/2006		D		4,787	D	$36.5⁽¹⁾	0	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$24.375	05/25/2006		D			1,000	06/11/1997⁽³⁾	06/11/2006	Common Stock	1,000	$12.125⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$28.125	05/25/2006		D			1,000	06/10/1998⁽³⁾	06/10/2007	Common Stock	1,000	$8.375⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$21.3125	05/25/2006		D			1,000	06/09/1999⁽³⁾	06/09/2008	Common Stock	1,000	$15.1875⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$14.5625	05/25/2006		D			3,000	06/13/2001⁽³⁾	06/13/2010	Common Stock	3,000	$21.9375⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$33.9	05/25/2006		D			3,000	06/12/2002⁽³⁾	06/12/2011	Common Stock	3,000	$2.6⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$17.05	05/25/2006		D			5,000	06/11/2003⁽³⁾	06/11/2012	Common Stock	5,000	$19.45⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$14.35	05/25/2006		D			5,000	06/10/2004⁽³⁾	06/10/2013	Common Stock	5,000	$22.15⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$16.73	05/25/2006		D			5,000	07/09/2005⁽³⁾	07/09/2014	Common Stock	5,000	$19.77⁽²⁾	0	D
Non-Qualified Stock Option (right to buy)	$22.4	05/25/2006		D			5,000	06/07/2006⁽³⁾	06/07/2015	Common Stock	5,000	$14.1⁽²⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to Agreement and Plan of Merger (the "Merger Agreement") dated as of February 27, 2006, as amended, by and among Stewart & Stevenson Services, Inc., Armor Holdings, Inc. and Santana Acquisition Corp., in exchange for $36.50 for each share of common stock of the issuer held by the reporting person.

2. Cancelled pursuant to the Merger Agreement in exchange for a cash payment equal to the product of the number of shares of common stock subject to the option multiplied by the excess, if any, of $36.50 over the exercise price per share of common stock under such option.

3. The stock option becomes exercisable following the first year anniversary of the date of grant

	/s/ Robert S. Sullivan	05/31/2006
	** 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).
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