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)

<TABLE>
<CAPTION>


                                           CALCULATION OF REGISTRATION FEE

--------------------------- ---------------------- ------------------ ---------------------- ------------------
          Title                                        Proposed             Proposed
      of Securities               Amount to        maximum offering     maximum aggregate        Amount of
     to be registered           be registered      price per share     offering price (1)    registration fee
                                                          (1)
--------------------------- ---------------------- ------------------ ---------------------- ------------------
<S>                                <C>                  <C>              <C>                    <C>    

--------------------------- ---------------------- ------------------ ---------------------- ------------------
Common Stock,
without par value
per share.............             246,900              $ 22.53          $ 5,562,657.00         $ 1,685.65
--------------------------- ---------------------- ------------------ ---------------------- ------------------

</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 April 27, 1998, 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,
1998,  Current Report on Form 8-K filed October 3, 1997,  Current Report on Form
8-K filed  February 17, 1998,  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,  1998,  have been  audited by Arthur
Andersen LLP, independent accountants,  as indicated in their report dated April
13, 1998 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 Lawrence E.
Wilson,  Vice  President  and  General  Counsel  of  the  Company.   Mr.  Wilson
beneficially  owns 33,018 shares of Common Stock,  including 31,900 shares which
Mr. Wilson 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 Lawrence E. Wilson, Vice President and General
                 Counsel of the Company.

         23.1    Consent of Arthur Andersen LLP, independent public accountants.

         23.2    Consent of Lawrence E. Wilson, Vice President and General 
                 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 30th day of
April, 1998.

STEWART & STEVENSON SERVICES, INC.

     /s/ Robert L. Hargrave
By:___________________________________
    Robert L. Hargrave
    Chief Executive Officer, Chief Financial Officer
    and Treasurer

     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 30th day of April, 1998.


/s/ Robert L. Hargrave                      /s/ J. Carsey Manning
______________________________              ________________________________
Robert L. Hargrave                          J. Carsey Manning
Director and Chief Executive Officer        Director


/s/ C. Jim Stewart II                        
______________________________              ________________________________
C. Jim Stewart II                           Jack T. Currie
Director                                    Director


/s/ Donald E. Stevenson                     /s/ Orson C Clay
______________________________              ________________________________
Donald E. Stevenson                         Orson C Clay
Director                                    Director


/s/ Robert H. Parsley                       /s/ Brian H. Rowe
______________________________              ________________________________
Robert H. Parsley                           Brian H. Rowe
Director                                    Director


/s/ Jack W. Lander, Jr.                     /s/ Robert S. Sullivan
______________________________              ________________________________
Jack W. Lander, Jr.                         Robert S. Sullivan
Director                                    Director



                                  EXHIBIT INDEX

5.1    Opinion of Lawrence E. Wilson, Vice President and General Counsel of 
       the Company
23.1   Consent of Arthur Andersen LLP
23.2   Consent of Lawrence E. Wilson
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 17040}]
{"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": "333-51567", "film-number": "98608149"}, "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

--------------------------- ---------------------- ------------------ ---------------------- ------------------
          Title                                        Proposed             Proposed
      of Securities               Amount to        maximum offering     maximum aggregate        Amount of
     to be registered           be registered      price per share     offering price (1)    registration fee
                                                          (1)
--------------------------- ---------------------- ------------------ ---------------------- ------------------
--------------------------- ---------------------- ------------------ ---------------------- ------------------
Common Stock,
without par value
per share.............             246,900              $ 22.53          $ 5,562,657.00         $ 1,685.65
--------------------------- ---------------------- ------------------ ---------------------- ------------------
(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 April 27, 1998, 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,
1998,  Current Report on Form 8-K filed October 3, 1997,  Current Report on Form
8-K filed  February 17, 1998,  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,  1998,  have been  audited by Arthur
Andersen LLP, independent accountants,  as indicated in their report dated April
13, 1998 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 Lawrence E.
Wilson,  Vice  President  and  General  Counsel  of  the  Company.   Mr.  Wilson
beneficially  owns 33,018 shares of Common Stock,  including 31,900 shares which
Mr. Wilson 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 Lawrence E. Wilson, Vice President and General
                 Counsel of the Company.

         23.1    Consent of Arthur Andersen LLP, independent public accountants.

         23.2    Consent of Lawrence E. Wilson, Vice President and General 
                 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 30th day of
April, 1998.

STEWART & STEVENSON SERVICES, INC.

     /s/ Robert L. Hargrave
By:___________________________________
    Robert L. Hargrave
    Chief Executive Officer, Chief Financial Officer
    and Treasurer

     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 30th day of April, 1998.

/s/ Robert L. Hargrave                      /s/ J. Carsey Manning
______________________________              ________________________________
Robert L. Hargrave                          J. Carsey Manning
Director and Chief Executive Officer        Director

/s/ C. Jim Stewart II                        
______________________________              ________________________________
C. Jim Stewart II                           Jack T. Currie
Director                                    Director

/s/ Donald E. Stevenson                     /s/ Orson C Clay
______________________________              ________________________________
Donald E. Stevenson                         Orson C Clay
Director                                    Director

/s/ Robert H. Parsley                       /s/ Brian H. Rowe
______________________________              ________________________________
Robert H. Parsley                           Brian H. Rowe
Director                                    Director

/s/ Jack W. Lander, Jr.                     /s/ Robert S. Sullivan
______________________________              ________________________________
Jack W. Lander, Jr.                         Robert S. Sullivan
Director                                    Director

                                  EXHIBIT INDEX

5.1    Opinion of Lawrence E. Wilson, Vice President and General Counsel of 
       the Company
23.1   Consent of Arthur Andersen LLP
23.2   Consent of Lawrence E. Wilson