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<B><FONT SIZE=4><P ALIGN="CENTER">UNITED STATES</P>


<P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION</P>


</FONT><P ALIGN="CENTER">Washington, D.C. 20549</P>


</B>


<B><FONT SIZE=4><P ALIGN="CENTER">FORM 8-K</P>


</B></FONT>


<B><P ALIGN="CENTER">CURRENT REPORT</P>


<P ALIGN="CENTER">PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934</P>


</B>


<P>&nbsp;</P>


<P>&nbsp;</P>


<P>Date of Report (Date of earliest event reported)       <U> November 1, 2006</P>


</U>


<FONT SIZE=2><P>&nbsp;</P>


<P>&nbsp;</P>


</FONT><B><FONT SIZE=5><P ALIGN="CENTER">PACER INTERNATIONAL, INC.</P>


</B></FONT><P ALIGN="CENTER">(Exact name of registrant as specified in its charter)</P>





<P ALIGN="CENTER">&nbsp;</P>


<P ALIGN="CENTER">Commission file number 000-49828</P>


<P ALIGN="CENTER"></P>


<P>&nbsp;</P>


<U><P>            Tennessee             </U>                                                            <U> 62-0935669</P>


</U><P> (State or other jurisdiction                                                           (I.R.S. employer                        of incorporation)                                                                           identification no.)</P>





<P>&nbsp;</P>


<P ALIGN="CENTER">2300 Clayton Road, Suite 1200</P>


<P ALIGN="CENTER">Concord, CA 94520</P>


<P ALIGN="CENTER">Telephone Number (877) 917-2237</P>





<P>&nbsp;</P>


<P>Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:</P>





<P>&nbsp;</P>


<P>[___]     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</P>





<P>[___]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</P>





<P>[___]        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</P>





<P>[___]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</P>





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<P>&nbsp;</P>


<P>ITEM 5.02.       Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.</P>


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<P ALIGN="JUSTIFY">(b) (c)  Effective November 1, 2006, Lawrence C. Yarberry, the Chief Financial Officer of Pacer International, Inc. (the &quot;Company&quot;), will assume, in addition to his current role as principal financial officer, the duties of principal accounting officer of the Company due to the acceptance by Brian Kane, the Company's Corporate Controller, of another executive position with the Company.  </P>


<P ALIGN="JUSTIFY"></P>


<P ALIGN="JUSTIFY">Mr. Yarberry's biographical information is presented in Part I of the Company's Annual Report on Form 10-K for the fiscal year ended December 30, 2005 under the heading &quot;Executive Officers of the Registrant&quot; and is incorporated herein by reference.  Mr. Yarberry is a party to an employment agreement with the Company.  The terms of Mr. Yarberry's employment agreement and information regarding his compensation as one of the Company's named executive officers were described in the Company's proxy statement for its 2006 annual meeting, which information is incorporated herein by reference. </P>


<P ALIGN="JUSTIFY"></P>


<P ALIGN="JUSTIFY">&nbsp;</P>


<P ALIGN="JUSTIFY">Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.</P>





<P>&nbsp;</P>


<P>&#9;&#9;&#9;&#9;&#9;&#9;&#9;PACER INTERNATIONAL, INC.&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;&#9;       A Tennessee Corporation</P>





<P>&nbsp;</P>


<P>Dated:&#9;November 2, 2006         &#9;&#9;                 <U>By: /s/ Lawrence C. Yarberry</P>


</U><P>&#9;&#9;&#9;&#9;&#9;&#9;&#9;Executive Vice President and Chief</P>


<P>&#9;&#9;&#9;&#9;&#9;&#9;&#9;             Financial Officer</P>





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UNITED STATES
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported)
November 1, 2006
PACER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Commission file number 000-49828
Tennessee
62-0935669
(State or other jurisdiction                                                           (I.R.S. employer                        of incorporation)                                                                           identification no.)
2300 Clayton Road, Suite 1200
Concord, CA 94520
Telephone Number (877) 917-2237
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[___]     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[___]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[___]        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[___]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02.       Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
(b) (c)  Effective November 1, 2006, Lawrence C. Yarberry, the Chief Financial Officer of Pacer International, Inc. (the "Company"), will assume, in addition to his current role as principal financial officer, the duties of principal accounting officer of the Company due to the acceptance by Brian Kane, the Company's Corporate Controller, of another executive position with the Company.
Mr. Yarberry's biographical information is presented in Part I of the Company's Annual Report on Form 10-K for the fiscal year ended December 30, 2005 under the heading "Executive Officers of the Registrant" and is incorporated herein by reference.  Mr. Yarberry is a party to an employment agreement with the Company.  The terms of Mr. Yarberry's employment agreement and information regarding his compensation as one of the Company's named executive officers were described in the Company's proxy statement for its 2006 annual meeting, which information is incorporated herein by reference.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PACER INTERNATIONAL, INC.									       A Tennessee Corporation
Dated:	November 2, 2006
By: /s/ Lawrence C. Yarberry
Executive Vice President and Chief
Financial Officer