Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
DELLINGER DENNIS M
   2. Issuer Name and Ticker or Trading Symbol
STEWART & STEVENSON SERVICES INC [SVC] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President
(Last)
(First)
(Middle)
P.O. BOX 1637		 3. Date of Earliest Transaction (Month/Day/Year)
05/25/2006
(Street)

HOUSTON, TX 77251-1637		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 05/25/2006   D   2,001 D $ 36.5 (1) 0 I 401k Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Non-Qualified Stock Option (right to buy) $ 25.88 05/25/2006   D     20,000 02/20/2002(3) 02/20/2011 Common Stock 20,000 $ 10.62 (2) 0 D  
Non-Qualified Stock Option (right to buy) $ 18.54 05/25/2006   D     15,000 03/25/2003(4) 03/25/2012 Common Stock 15,000 $ 17.96 (2) 0 D  
Non-Qualified Stock Option (right to buy) $ 18.54 05/25/2006   D     15,000 03/25/2003(4) 03/25/2012 Common Stock 15,000 $ 17.96 (2) 0 D  
Non-Qualified Stock Option (right to buy) $ 17.7 05/25/2006   D     10,000 04/08/2003(5) 04/08/2012 Common Stock 10,000 $ 18.8 (2) 0 D  
Non-Qualified Stock Option (right to buy) $ 9.52 05/25/2006   D     30,000 03/05/2004(6) 03/05/2013 Common Stock 30,000 $ 26.98 (2) 0 D  
Non-Qualified Stock Option (right to buy) $ 9.7 05/25/2006   D     15,000 03/07/2004(7) 03/07/2013 Common Stock 15,000 $ 26.8 (2) 0 D  
Non-Qualified Stock Option (right to buy) $ 14.62 05/25/2006   D     75,000 03/31/2005(8) 03/31/2014 Common Stock 75,000 $ 21.88 (2) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
DELLINGER DENNIS M
P.O. BOX 1637
HOUSTON, TX 77251-1637		       Vice President  

Signatures

 /s/ Dennis M. Dellinger   06/02/2006
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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 in four equal annual installments commencing February 20, 2002.
(4) The stock option becomes exercisable in four equal annual installments commencing Marcy 25, 2003.
(5) The stock option becomes exercisable in four equal annual installments commencing April 8, 2003.
(6) The stock option becomes exercisable in four equal annual installments commencing March 5, 2004.
(7) The stock option becomes exercisable in four equal annual installments commencing March 7, 2004.
(8) The stock option becomes exercisable in four equal annual installments commencing March 31, 2005.

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