Edgar Filing: STEWART & STEVENSON SERVICES INC

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 ^*

LUKENS MAX L

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
__X__ Officer (give title below)	_____ Other (specify below)
President and CEO

(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		31,266	D	$ 36.5 ⁽¹⁾	0	D

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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$ 20

05/25/2006

3,000

12/12/2001⁽³⁾

12/12/2010

Common Stock

3,000

$ 16.5 ⁽²⁾

Non-Qualified Stock Option (right to buy)

$ 33.9

05/25/2006

3,000

06/12/2002⁽³⁾

06/12/2011

Common Stock

3,000

$ 2.6 ⁽²⁾

Non-Qualified Stock Option (right to buy)

$ 17.05

05/25/2006

5,000

06/11/2003⁽³⁾

06/11/2012

Common Stock

5,000

$ 19.45 ⁽²⁾

Non-Qualified Stock Option (right to buy)

$ 13.4

05/25/2006

100,000

12/10/2003⁽³⁾

12/10/2012

Common Stock

100,000

$ 23.1 ⁽²⁾

Non-Qualified Stock Option (right to buy)

$ 14.35

05/25/2006

5,000

06/10/2004⁽³⁾

06/10/2013

Common Stock

5,000

$ 22.15 ⁽²⁾

Non-Qualified Stock Option (right to buy)

$ 17

05/25/2006

160,000

09/15/2004⁽³⁾

09/15/2013

Common Stock

160,000

$ 9 ⁽²⁾

Non-Qualified Stock Option (right to buy)

$ 14.62

05/25/2006

200,000

03/31/2005⁽⁴⁾

03/31/2014

Common Stock

200,000

$ 21.88 ⁽²⁾

Non-Qualified Stock Option (right to buy)

$ 19.05

05/25/2006

100,000

01/03/2006⁽³⁾

01/03/2015

Common Stock

100,000

$ 17.45 ⁽²⁾

Non-Qualified Stock Option (right to buy)

$ 25.67

05/25/2006

5,000

02/01/2007⁽³⁾

02/01/2016

Common Stock

5,000

$ 10.83 ⁽²⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LUKENS MAX L P.O. BOX 1637 HOUSTON, TX 77251-1637	X		President and CEO

Signatures

/s/ Max L. Lukens		05/31/2006
^**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 following the first year anniversary of the date of grant
(4)	The stock option becomes exercisable in two equal annual installments commencing Marcy 31, 2005.

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