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
	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. 1301 Avenue of the Americas (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) 08/04/2003
	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	08/04/2003		S		189,182(1)	D	$19	8,702,893(2)(3)	I	Through Partnership(2)(3)

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. 1301 Avenue of the Americas (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* APOLLO ADVISORS IV LP (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 OVERSEAS PARTNERS IV LP (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) (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* 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

Explanation of Responses:

1. The reported securities were sold pursuant to the exercise of the underwriters' over-allotment option, which was granted to such underwriters on July 17, 2003 in connection with the secondary public offering of Pacer International, Inc. (the "Issuer"). Apollo Investment Fund IV, L.P. ("Fund IV") and Coyote Acquisition II LLC ("Coyote II") sold 179,548 and 9,634 shares, respectively, of the Issuer's common stock at a price per share of $19.00.

2. Amount reported includes shares of common stock of the Issuer owned directly by Fund IV, 1,782,400 shares of common stock of the Issuer owned by Coyote Acquisition LLC ("Coyote I") and 442,954 shares of common stock of the Issuer owned by Coyote II. Fund IV is the sole member of Coyote I. 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.

3. Leon D. Block 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 the beneficial owner of, or has 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/ Michael D. Weiner	08/05/2003
	** Signature of Reporting Person	Date
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