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^*

PIGOTT MARK C

(Last)

(First)

(Middle)

777 106TH AVENUE NE

(Street)

BELLEVUE

98004

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PACCAR INC [ PCAR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2004

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	02/23/2004		M		38,000	A	$9.67	1,080,452⁽¹⁾	D
COMMON STOCK (SIP)⁽²⁾								23,048.6⁽³⁾	D
COMMON STOCK								16,794	I⁽⁴⁾	WIFE & CHILDREN
COMMON STOCK								581,730	I⁽⁵⁾	EASCLIFFE COMPANY

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)
STOCK OPTION⁽⁶⁾	$9.67⁽⁷⁾	02/23/2004		M			38,000	01/01/1998	04/25/2005	COMMON STOCK	38,000	⁽⁶⁾	51,392⁽⁷⁾	D
STOCK OPTION⁽⁶⁾	$11⁽⁸⁾							01/01/1999	04/30/2006	COMMON STOCK	95,719⁽⁸⁾		95,719⁽⁸⁾	D
STOCK OPTION⁽⁶⁾	$16.28⁽⁹⁾							01/01/2000	04/29/2007	COMMON STOCK	118,912⁽⁹⁾		118,912⁽⁹⁾	D
STOCK OPTION⁽⁶⁾	$23.78⁽¹⁰⁾							01/01/2001	04/28/2008	COMMON STOCK	89,155⁽¹⁰⁾		89,155⁽¹⁰⁾	D
STOCK OPTION⁽⁶⁾	$23.9⁽¹¹⁾							01/01/2002	04/27/2009	COMMON STOCK	138,165⁽¹¹⁾		138,165⁽¹¹⁾	D
STOCK OPTION⁽⁶⁾	$18.56⁽¹²⁾							01/01/2003	01/25/2010	COMMON STOCK	156,133⁽¹²⁾		156,133⁽¹²⁾	D
STOCK OPTION⁽⁶⁾	$22.94⁽¹¹⁾							01/01/2004	01/24/2011	COMMON STOCK	152,151⁽¹¹⁾		152,151⁽¹¹⁾	D
STOCK OPTION⁽⁶⁾	$28.2⁽¹³⁾							01/01/2005	01/23/2012	COMMON STOCK	126,544⁽¹³⁾		126,544⁽¹³⁾	D
STOCK OPTION⁽⁶⁾	$31.4⁽¹¹⁾							01/10/2006	01/15/2013	COMMON STOCK	110,412⁽¹¹⁾		110,412⁽¹¹⁾	D
STOCK OPTION⁽⁶⁾	$56.95⁽¹¹⁾							01/10/2007	01/15/2014	COMMON STOCK	60,030⁽¹¹⁾		60,030⁽¹¹⁾	D
COMMON STOCK (LTIP)⁽¹⁴⁾	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	COMMON STOCK	12,701.3⁽¹⁵⁾		12,701.3⁽¹⁵⁾	D
COMMON STOCK (DICP)⁽¹⁶⁾	⁽¹⁶⁾							⁽¹⁶⁾	⁽¹⁶⁾	COMMON STOCK	31,654.7⁽¹⁵⁾		31,654.7⁽¹⁵⁾	D

Explanation of Responses:

1. On December 9, 2003 PACCAR declared a stock dividend payable February 5, 2004 to all holders of record of common stock on January 19, 2004 of one additional share of common stock for every two shares of common stock. As a result of the stock dividend the reporting person received 347,484 additional shares of PACCAR common stock on February 5, 2004.

2. Shares held in PACCAR Savings Investment Plan (SIP).

3. As a result of the stock dividend the reporting person received 7,682.9 additional shares of PACCAR common stock on February 5, 2004.

4. Shares in which beneficial ownership is disclaimed - adjusted for 50% stock dividend.

5. Shares held by a corporation in which Reporting Person is a shareholder. Holding is reported voluntarily as Reporting Person is not a controlling shareholder and has no voting or investment power with respect to the Issuer's securities. Holding adjusted for sale of 14,862 escrowed shares by escrow trustee to settle litigation claims against escrow account and for 50% stock dividend.

6. Option to buy awarded under PACCAR Long Term Incentive Plan (LTIP).

7. This option was previously reported as an option for 59,595 shares of common stock at an exercise price of $14.50. Number of derivative securities, underlying securities and price adjusted to reflect 50% stock dividend. Reporting person received $23.39 for a fractional share, valued as of January 19, 2004.

8. Number of derivative securities, underlying securities and price adjusted to reflect 50% stock dividend. Reporting person received $22.73 for a fractional share, valued as of January 19, 2004.

9. Number of derivative securities, underlying securities and price adjusted to reflect 50% stock dividend. Reporting person received $20.09 for a fractional share, valued as of January 19, 2004.

10. Number of derivative securities, underlying securities and price adjusted to reflect 50% stock dividend. Reporting person received $16.34 for a fractional share, valued as of January 19, 2004.

11. Number of derivative securities, underlying securities and price adjusted to reflect 50% stock dividend.

12. Number of derivative securities, underlying securities and price adjusted to reflect 50% stock dividend. Reporting person received $18.95 for a fractional share, valued as of January 19, 2004.

13. Number of derivative securities, underlying securities and price adjusted to reflect 50% stock dividend. Reporting person received $14.12 for a fractional share, valued as of January 19, 2004.

14. Share units held in deferred phantom stock account under LTIP convertible to common stock on a one-for-one basis upon satisfaction of all applicable vesting conditions.

15. Number of derivative securities and underlying securities adjusted to reflect 50% stock dividend.

16. Share units held in deferred phantom stock account under PACCAR Deferred Incentive Compensation Plan (DICP) convertible to common stock on a one-for-one basis upon satisfaction of all applicable vesting conditions.

Remarks:

Fractional shares rounded to nearest 1/10.

	Mark Pigott	02/24/2004
	** 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).
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