Registration No. 333- ............

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                       STEWART & STEVENSON SERVICES, INC.
             (Exact name of registrant as specified in its charter)

TEXAS                                                   74-1051605
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                          Identification Number)

2707 NORTH LOOP WEST
HOUSTON, TEXAS                                          77008
(Address of Principal Executive Offices)               (Zip Code)

                       STEWART & STEVENSON SERVICES, INC.
                      1993 NONOFFICER EMPLOYEE STOCK OPTION
                                      PLAN
                            (Full title of the plan)

                               LAWRENCE E. WILSON
                                 P. O. BOX 1637
                            HOUSTON, TEXAS 77251-1637
                     (Name and address of agent for service)

                                 (713) 868-7700
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

<S>                           <C>                 <C>                      <C>                 <C>
---------------------------- ---------------------- ------------------- --------------------- ------------------
                                                        Proposed
           Title                 Amount to           maximum offering         Proposed           Amount of
       of Securities            be registered        price per share (1)   maximum aggregatee   registration fee
     to be registered                                                      offering price (1)
---------------------------- ---------------------- ------------------- --------------------- ------------------
Common Stock,
without par value
per share.............              138,750              $ 23.41           $ 3,248,137.50         $ 812.03
---------------------------- ---------------------- ------------------- --------------------- ------------------
</TABLE>

(1) Pursuant to Rule 457(h) under the Securities Act of 1933, the offering price
of shares of Common Stock to be purchased pursuant to the Plan is based on the
average of the high and low quoted transaction prices on January 22, 2001, for
purposes of calculating the registration fee.

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Company's Annual Report on Form 10-K for the year ended January 31,
2000, Current Report on Form 8-K filed April 1, 1999, Current Report on Form 8-K
filed April 20, 1999, Current Report on Form 8-K filed May 27, 1999, Current
Report on Form 8-K filed August 23, 1999, Current Report on Form 8-K filed
September 9, 1999, Current Report on Form 8-K filed September 15, 1999, Current
Report on Form 8-K filed November 30, 1999, Current Report on Form 8-K filed
December 2, 1999, Current Report on Form 8-K filed on December 8, 1999, Current
Report on Form 8-K filed on December 15, 1999, Current Report on Form 8-K filed
on January 19, 2000, Current Report on Form 8-K filed on January 26, 2000,
Current Report on Form 8-K filed on January 31, 2000, the description of the
Company's Common Stock included in its registration statement on Form 8-A filed
May 31, 1977, pursuant to Section 12(g) of the Securities Exchange Act of 1934
and the description of the Rights to Purchase Shares of Common Stock, without
par value, included in the registration statement on Form 8-A filed March 15,
1995, pursuant to Section 12(b) of the Securities Exchange Act of 1934 are
incorporated herein by reference. All documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The consolidated financial statements of the Company incorporated by
reference in this Registration Statement from the Company's Annual Report on
Form 10-K for the year ended January 31, 2000, have been audited by Arthur
Andersen LLP, independent accountants, as indicated in their report dated March
22, 2000 and are incorporated herein in reliance upon the authority of said firm
as experts in accounting and auditing. The validity of the issuance of the
shares of Common Stock registered hereby will be passed upon by William L. Moll,
Jr., Senior Counsel of the Company. Mr. Moll beneficially owns 3,875 shares of
Common Stock, including 3,875 shares which Mr. Moll has the right to acquire
within 60 days.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article 2.02-1 of the Texas Business Corporation Act provides that:

     1)   A corporation may indemnify any officer or director from and against
          any judgments, penalties, fines, settlements and reasonable expenses
          actually incurred by him in connection with a threatened, pending or
          completed action, suit, investigation or other proceeding to which he
          is, was or is threatened to be a party; provided that it is determined
          by the Board of Directors, a committee thereof, special legal counsel
          or a majority of the stockholders that such officer or director: (a)
          acted in good faith; (b) reasonably believed that his conduct was in
          the best interest of the corporation or was, in some circumstances, at
          least not opposed to the corporation's interest and (c) in a criminal
          case, had no reasonable cause to believe his conduct was unlawful.
          Such indemnity is limited to the reasonable expenses actually incurred
          in matters as to which the officer or director is found liable to the
          corporation or is found liable on the basis that a personal benefit
          was improperly received by him. No indemnification is permitted with
          respect to any proceeding in which the officer or director is found
          liable for willful or intentional misconduct in the performance of his
          duty to the corporation.

     2)   A corporation shall indemnify a director against reasonable expenses
          incurred by him in connection with a threatened, pending or completed
          action, suit, investigation or other proceeding to which he is, was or
          was threatened to be a party if he has been wholly successful in its
          defense.

     3)   A corporation may advance an officer or director the reasonable costs
          of defending an action, suit, investigation or other proceeding in
          certain cases.

     4)   A corporation shall have the power to purchase and maintain insurance
          on behalf of any person who is or was a director, officer, employee or
          agent of the corporation, or is or was serving at the request of the
          corporation as a director, officer, employee or agent of another
          corporation, partnership, joint venture, trust or other enterprise
          against any liability asserted against him and incurred by him in any
          such capacity or arising out of his status as such, whether or not the
          corporation would have the power to indemnify him against such
          liability under the provisions of this Article.

          The bylaws of the Company provide in relevant part:

     "Section 6.9. Indemnification of Officers and Directors. The Corporation
shall indemnify any person against any judgment, penalty, fine, settlement and
reasonable expenses incurred by him in connection with any threatened, pending
or completed action, suit or proceeding in which such person is or is threatened
to be made a party because he is or was serving as an officer or director of the
Corporation or at the request of the Corporation as an officer, director,
partner, venturer, proprietor, trustee, employee, agent or other functionary of
another entity and (i) such person is wholly successful in the defense thereof,
or (ii) it is determined in the manner required by law that such person
conducted himself in good faith, reasonably believed that his conduct was in the
best interest of the Corporation and had no reasonable cause to believe that his
conduct was unlawful; provided, however, that no person shall be indemnified
with respect to any matter as to which such person is found liable to the
Corporation. Any such indemnification shall be reported in writing to the
stockholders of the Corporation on or before the notice or waiver of notice of
the next stockholders' meeting and in any event within twelve (12) months of the
indemnification. The right of indemnification under this Section 6.9 shall be in
addition to any other rights to which such persons may be entitled."

     The Company has entered into indemnification agreements with each officer
and director under which the Company has agreed to indemnify such persons to the
fullest extent permitted by applicable laws and the bylaws of the Company. The
Company has also purchased a directors and officers liability and corporation
reimbursement policy in the amount of $30,000,000, which, subject to certain
exceptions, protects the officers and directors of the Company against
liabilities arising from any claim for breach of duty, neglect, error,
misstatement, misleading statement, omission or other act attempted, committed
or allegedly committed by reason of the director or officer acting in such
capacity.

     ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

     ITEM 8.   EXHIBITS.

     The following exhibits are filed as a part of this Registration Statement
pursuant to Item 601 of Regulation S-K.

     4.1  Stewart & Stevenson Services,  Inc. 1993 Nonofficer Employee Stock
          Option Plan (incorporated by reference to Exhibit 4.1 to  Registration
          Statement  on Form S-8 filed on July 1, 1993 under  commission  file
          no. 33-65404).

     5.1  Opinion of William L. Moll, Jr., Senior Counsel of the Company.

     23.1 Consent of Arthur Andersen LLP, independent public accountants.

     23.2 Consent of William L. Moll, Jr., Senior Counsel of the Company.

     ITEM 9.   UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by section 10(a)(3) of the
               Securities Act of 1933;

         (ii)  To reflect in the prospectus any facts or events arising after
               the effective date of the registration statement (or the most
               recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the registration statement;

         (iii) To include any material information with respect to the plan
               of distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

          PROVIDED, HOWEVER, That paragraph (1)(i) and (1)(ii) of this section
          do not apply if the registration statement is on Form S-3, Form S-8 or
          Form F-3, and the information required to be included in a
          post-effective amendment by those paragraphs is contained in periodic
          reports filed with or furnished to the Commission by the registrant
          pursuant to section 13 or section 15(d) of the Securities Exchange Act
          of 1934 that are incorporated by reference in the registration
          statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment
          any of the securities being registered which remain unsold at the
          termination of the offering.

          The undersigned registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act of 1933, each
          filing of the registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934 (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is incorporated by reference in the registration statement shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, and the State of Texas, on the 19th day of
January, 2001.

STEWART & STEVENSON SERVICES, INC.

By: /s/ MICHAEL L. GRIMES
     Michael L. Grimes
     President and Chief Executive Officer

<PAGE>

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 19th day of January, 2001.


/s/ C. JIM STEWART II
C. Jim Stewart II                                    Darvin M. Winick
Director                                             Director


/s/ J. CARSEY MANNING                                /s/ HOWARD WOLF
J. Carsey Manning                                    Howard Wolf
Director                                             Director


                                                     /s/ MICHAEL L. GRIMES
Donald E. Stevenson                                  Michael L. Grimes
Director                                             Director

/s/ ROBERT S. SULLIVAN
Robert S. Sullivan                                   Charles R. Ofner
Director                                             Director


/s/ BRIAN H. ROWE
Brian H. Rowe                                        Monroe M. Luther
Director                                             Director


/s/ WILLIAM R. LUMMIS
William R. Lummis                                    Max Lukens
Director                                             Director


/s/  KHLEBER V. ATTWELL
Khleber V. Attwell
Director

<PAGE>

                                  EXHIBIT INDEX

5.1      Opinion of William L. Moll, Jr., Senior Counsel of the Company
23.1     Consent of Arthur Andersen LLP
23.2     Consent of William L. Moll, Jr.
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{"company-data": {"conformed-name": "STEWART & STEVENSON SERVICES INC", "cik": "0000094328", "assigned-sic": "3510", "irs-number": "741051605", "state-of-incorporation": "TX", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54172", "film-number": "1513542"}, "business-address": {"street1": "2707 N LOOP W", "city": "HOUSTON", "state": "TX", "zip": "77008", "phone": "7138687700"}, "mail-address": {"street1": "P O BOX 1637", "city": "HOUSTON", "state": "TX", "zip": "77251-1637"}}
Registration No. 333- ............

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                       STEWART & STEVENSON SERVICES, INC.
             (Exact name of registrant as specified in its charter)

TEXAS                                                   74-1051605
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                          Identification Number)

2707 NORTH LOOP WEST
HOUSTON, TEXAS                                          77008
(Address of Principal Executive Offices)               (Zip Code)

                       STEWART & STEVENSON SERVICES, INC.
                      1993 NONOFFICER EMPLOYEE STOCK OPTION
                                      PLAN
                            (Full title of the plan)

                               LAWRENCE E. WILSON
                                 P. O. BOX 1637
                            HOUSTON, TEXAS 77251-1637
                     (Name and address of agent for service)

                                 (713) 868-7700
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
---------------------------- ---------------------- ------------------- --------------------- ------------------
                                                        Proposed
           Title                 Amount to           maximum offering         Proposed           Amount of
       of Securities            be registered        price per share (1)   maximum aggregatee   registration fee
     to be registered                                                      offering price (1)
---------------------------- ---------------------- ------------------- --------------------- ------------------
Common Stock,
without par value
per share.............              138,750              $ 23.41           $ 3,248,137.50         $ 812.03
---------------------------- ---------------------- ------------------- --------------------- ------------------
(1) Pursuant to Rule 457(h) under the Securities Act of 1933, the offering price
of shares of Common Stock to be purchased pursuant to the Plan is based on the
average of the high and low quoted transaction prices on January 22, 2001, for
purposes of calculating the registration fee.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The Company's Annual Report on Form 10-K for the year ended January 31,
2000, Current Report on Form 8-K filed April 1, 1999, Current Report on Form 8-K
filed April 20, 1999, Current Report on Form 8-K filed May 27, 1999, Current
Report on Form 8-K filed August 23, 1999, Current Report on Form 8-K filed
September 9, 1999, Current Report on Form 8-K filed September 15, 1999, Current
Report on Form 8-K filed November 30, 1999, Current Report on Form 8-K filed
December 2, 1999, Current Report on Form 8-K filed on December 8, 1999, Current
Report on Form 8-K filed on December 15, 1999, Current Report on Form 8-K filed
on January 19, 2000, Current Report on Form 8-K filed on January 26, 2000,
Current Report on Form 8-K filed on January 31, 2000, the description of the
Company's Common Stock included in its registration statement on Form 8-A filed
May 31, 1977, pursuant to Section 12(g) of the Securities Exchange Act of 1934
and the description of the Rights to Purchase Shares of Common Stock, without
par value, included in the registration statement on Form 8-A filed March 15,
1995, pursuant to Section 12(b) of the Securities Exchange Act of 1934 are
incorporated herein by reference. All documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all securities have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The consolidated financial statements of the Company incorporated by
reference in this Registration Statement from the Company's Annual Report on
Form 10-K for the year ended January 31, 2000, have been audited by Arthur
Andersen LLP, independent accountants, as indicated in their report dated March
22, 2000 and are incorporated herein in reliance upon the authority of said firm
as experts in accounting and auditing. The validity of the issuance of the
shares of Common Stock registered hereby will be passed upon by William L. Moll,
Jr., Senior Counsel of the Company. Mr. Moll beneficially owns 3,875 shares of
Common Stock, including 3,875 shares which Mr. Moll has the right to acquire
within 60 days.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Article 2.02-1 of the Texas Business Corporation Act provides that:

     1)   A corporation may indemnify any officer or director from and against
          any judgments, penalties, fines, settlements and reasonable expenses
          actually incurred by him in connection with a threatened, pending or
          completed action, suit, investigation or other proceeding to which he
          is, was or is threatened to be a party; provided that it is determined
          by the Board of Directors, a committee thereof, special legal counsel
          or a majority of the stockholders that such officer or director: (a)
          acted in good faith; (b) reasonably believed that his conduct was in
          the best interest of the corporation or was, in some circumstances, at
          least not opposed to the corporation's interest and (c) in a criminal
          case, had no reasonable cause to believe his conduct was unlawful.
          Such indemnity is limited to the reasonable expenses actually incurred
          in matters as to which the officer or director is found liable to the
          corporation or is found liable on the basis that a personal benefit
          was improperly received by him. No indemnification is permitted with
          respect to any proceeding in which the officer or director is found
          liable for willful or intentional misconduct in the performance of his
          duty to the corporation.

     2)   A corporation shall indemnify a director against reasonable expenses
          incurred by him in connection with a threatened, pending or completed
          action, suit, investigation or other proceeding to which he is, was or
          was threatened to be a party if he has been wholly successful in its
          defense.

     3)   A corporation may advance an officer or director the reasonable costs
          of defending an action, suit, investigation or other proceeding in
          certain cases.

     4)   A corporation shall have the power to purchase and maintain insurance
          on behalf of any person who is or was a director, officer, employee or
          agent of the corporation, or is or was serving at the request of the
          corporation as a director, officer, employee or agent of another
          corporation, partnership, joint venture, trust or other enterprise
          against any liability asserted against him and incurred by him in any
          such capacity or arising out of his status as such, whether or not the
          corporation would have the power to indemnify him against such
          liability under the provisions of this Article.

          The bylaws of the Company provide in relevant part:

     "Section 6.9. Indemnification of Officers and Directors. The Corporation
shall indemnify any person against any judgment, penalty, fine, settlement and
reasonable expenses incurred by him in connection with any threatened, pending
or completed action, suit or proceeding in which such person is or is threatened
to be made a party because he is or was serving as an officer or director of the
Corporation or at the request of the Corporation as an officer, director,
partner, venturer, proprietor, trustee, employee, agent or other functionary of
another entity and (i) such person is wholly successful in the defense thereof,
or (ii) it is determined in the manner required by law that such person
conducted himself in good faith, reasonably believed that his conduct was in the
best interest of the Corporation and had no reasonable cause to believe that his
conduct was unlawful; provided, however, that no person shall be indemnified
with respect to any matter as to which such person is found liable to the
Corporation. Any such indemnification shall be reported in writing to the
stockholders of the Corporation on or before the notice or waiver of notice of
the next stockholders' meeting and in any event within twelve (12) months of the
indemnification. The right of indemnification under this Section 6.9 shall be in
addition to any other rights to which such persons may be entitled."

     The Company has entered into indemnification agreements with each officer
and director under which the Company has agreed to indemnify such persons to the
fullest extent permitted by applicable laws and the bylaws of the Company. The
Company has also purchased a directors and officers liability and corporation
reimbursement policy in the amount of $30,000,000, which, subject to certain
exceptions, protects the officers and directors of the Company against
liabilities arising from any claim for breach of duty, neglect, error,
misstatement, misleading statement, omission or other act attempted, committed
or allegedly committed by reason of the director or officer acting in such
capacity.

     ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

     ITEM 8.   EXHIBITS.

     The following exhibits are filed as a part of this Registration Statement
pursuant to Item 601 of Regulation S-K.

     4.1  Stewart & Stevenson Services,  Inc. 1993 Nonofficer Employee Stock
          Option Plan (incorporated by reference to Exhibit 4.1 to  Registration
          Statement  on Form S-8 filed on July 1, 1993 under  commission  file
          no. 33-65404).

     5.1  Opinion of William L. Moll, Jr., Senior Counsel of the Company.

     23.1 Consent of Arthur Andersen LLP, independent public accountants.

     23.2 Consent of William L. Moll, Jr., Senior Counsel of the Company.

     ITEM 9.   UNDERTAKINGS.

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement:

          (i)  To include any prospectus required by section 10(a)(3) of the
               Securities Act of 1933;

         (ii)  To reflect in the prospectus any facts or events arising after
               the effective date of the registration statement (or the most
               recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the registration statement;

         (iii) To include any material information with respect to the plan
               of distribution not previously disclosed in the registration
               statement or any material change to such information in the
               registration statement;

          PROVIDED, HOWEVER, That paragraph (1)(i) and (1)(ii) of this section
          do not apply if the registration statement is on Form S-3, Form S-8 or
          Form F-3, and the information required to be included in a
          post-effective amendment by those paragraphs is contained in periodic
          reports filed with or furnished to the Commission by the registrant
          pursuant to section 13 or section 15(d) of the Securities Exchange Act
          of 1934 that are incorporated by reference in the registration
          statement.

     (2)  That, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment
          any of the securities being registered which remain unsold at the
          termination of the offering.

          The undersigned registrant hereby undertakes that, for purposes of
          determining any liability under the Securities Act of 1933, each
          filing of the registrant's annual report pursuant to Section 13(a) or
          Section 15(d) of the Securities Exchange Act of 1934 (and, where
          applicable, each filing of an employee benefit plan's annual report
          pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
          is incorporated by reference in the registration statement shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, and the State of Texas, on the 19th day of
January, 2001.

STEWART & STEVENSON SERVICES, INC.

By: /s/ MICHAEL L. GRIMES
     Michael L. Grimes
     President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 19th day of January, 2001.

/s/ C. JIM STEWART II
C. Jim Stewart II                                    Darvin M. Winick
Director                                             Director

/s/ J. CARSEY MANNING                                /s/ HOWARD WOLF
J. Carsey Manning                                    Howard Wolf
Director                                             Director

                                                     /s/ MICHAEL L. GRIMES
Donald E. Stevenson                                  Michael L. Grimes
Director                                             Director

/s/ ROBERT S. SULLIVAN
Robert S. Sullivan                                   Charles R. Ofner
Director                                             Director

/s/ BRIAN H. ROWE
Brian H. Rowe                                        Monroe M. Luther
Director                                             Director

/s/ WILLIAM R. LUMMIS
William R. Lummis                                    Max Lukens
Director                                             Director

/s/  KHLEBER V. ATTWELL
Khleber V. Attwell
Director
EXHIBIT INDEX

5.1      Opinion of William L. Moll, Jr., Senior Counsel of the Company
23.1     Consent of Arthur Andersen LLP
23.2     Consent of William L. Moll, Jr.