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.............             227,800             $ 24.1875         $ 5,509,912.50         $ 1,669.67
--------------------------- ---------------------- ------------------ ---------------------- ------------------

(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 25, 1997, for
purposes of calculating the registration fee.

</TABLE>


                                     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,
1997,  Current Report on Form 8-K filed  November 15, 1995,  the  description of
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,  1997,  have been  audited by Arthur
Andersen LLP, independent accountants,  as indicated in their report dated March
20, 1997 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 23,218 shares of Common Stock,  including 22,100 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 28th day of
April, 1997.

STEWART & STEVENSON SERVICES, INC.

      /s/ Robert L. Hargrave
By:___________________________________
    Robert L. Hargrave
    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 28th day of April, 1997.


/s/ Robert L. Hargrave
------------------------------              --------------------------------
Robert L. Hargrave                          Bob H. O'Neal
Director and Chief Executive Officer        Director


/s/ C. Jim Stewart II                       /s/ J. Carsey Manning
------------------------------              -------------------------------
C. Jim Stewart II                           J. Carsey Manning
Director                                    Director


/s/ Donald E. Stevenson                     /s/ Jack T. Currie
------------------------------              --------------------------------
Donald E. Stevenson                         Jack T. Currie
Director                                    Director


/s/ Robert H. Parsley                       /s/ Richard R. Stewart
------------------------------              --------------------------------
Robert H. Parsley                           Richard R. Stewart
Director                                    Director


/s/ Jack W. Lander, Jr.                     /s/ Orson C Clay
------------------------------              --------------------------------
Jack W. Lander, Jr.                         Orson C Clay
Director                                    Director


/s/ Robert S. Sullivan                       /s/ Brian H. Rowe
------------------------------              --------------------------------
Robert S. Sullivan                          Brian H. Rowe
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": 17462}]
{"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": "333-26089", "film-number": "97590215"}, "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.............             227,800             $ 24.1875         $ 5,509,912.50         $ 1,669.67
--------------------------- ---------------------- ------------------ ---------------------- ------------------

(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 25, 1997, 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,
1997,  Current Report on Form 8-K filed  November 15, 1995,  the  description of
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,  1997,  have been  audited by Arthur
Andersen LLP, independent accountants,  as indicated in their report dated March
20, 1997 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 23,218 shares of Common Stock,  including 22,100 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 28th day of
April, 1997.

STEWART & STEVENSON SERVICES, INC.

      /s/ Robert L. Hargrave
By:___________________________________
    Robert L. Hargrave
    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 28th day of April, 1997.

/s/ Robert L. Hargrave
------------------------------              --------------------------------
Robert L. Hargrave                          Bob H. O'Neal
Director and Chief Executive Officer        Director

/s/ C. Jim Stewart II                       /s/ J. Carsey Manning
------------------------------              -------------------------------
C. Jim Stewart II                           J. Carsey Manning
Director                                    Director

/s/ Donald E. Stevenson                     /s/ Jack T. Currie
------------------------------              --------------------------------
Donald E. Stevenson                         Jack T. Currie
Director                                    Director

/s/ Robert H. Parsley                       /s/ Richard R. Stewart
------------------------------              --------------------------------
Robert H. Parsley                           Richard R. Stewart
Director                                    Director

/s/ Jack W. Lander, Jr.                     /s/ Orson C Clay
------------------------------              --------------------------------
Jack W. Lander, Jr.                         Orson C Clay
Director                                    Director

/s/ Robert S. Sullivan                       /s/ Brian H. Rowe
------------------------------              --------------------------------
Robert S. Sullivan                          Brian H. Rowe
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