FORM 4       Check this box if no longer subject to Section 16.  Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses)	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL
		OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response. . . 0.5

 

1. Name and Address of Reporting Person * Grimes     Michael     L. (Last)            (First)              (Middle) P.O. Box 1637 (Street) Houston     TX     77251-1637 (City)       (State)          (Zip)

2. Issuer Name and Ticker     or Trading Symbol Stewart & Stevenson Services, Inc. SVC      3. I.R.S. Identification     Number of Reporting     Person, if an entity     (voluntary)

4. Statement for  (Month/Day/Year) March 7 2003    5. If Amendment, Date of    Original (Month/Day/Year)

6. Relationship of Reporting Person(s) to Issuer (Check all applicable)       Director         10% Owner    X  Officer (give title below)         Other (specify below) President & Chief Executive Officer    7. Individual or Joint/Group      Filing (Check Applicable Line) X   Form filed by One Reporting Person       Form filed by More than One Reporting Person

 

 

1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/ Year)	2A. Deemed Execution Date, if any (Month/Day/ Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

 

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

 

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/ Year)

3A. Deemed Execution Date, if any (Month/Day/ Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Securities: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-Qualified Stock Option (right to buy)

$9.70

3/7/03

A

38,250

(1)

3/7/13

Common Stock

38,250

(2)

38,250

D

 

 

Explanation of Responses: (1) The stock option becomes exercisable in four equal annual installments commencing 3/7/04. (2) Granted under the 1988 Nonstatutory Stock Option Plan.

 

 

/s/  Rita Schaulat ** Signature of Reporting Person

03/07/03 Date

 

By:  Rita Schaulat, attorney-in-fact

For:  Michael L. Grimes

 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

 

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
      See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

 

Note:   File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

 

 

http://www.sec.gov/divisions/corpfin/forms/form4.htm

Last update: 09/05/2002

 

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints each of Carl B. King, William L. Moll, Jr., and Rita Schaulat, signing singly, the undersigned’s true and lawful attorney-in-fact to:

 

(1)               execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Stewart & Stevenson Services, Inc. (the “Company”), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

 

(2)               do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

(3)               take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of August, 2002.

 

	/s/ Michael L. Grimes
	MICHAEL L. GRIMES

 

Subscribed to and sworn to before me this 20th day of August, 2002.

 

	/s/ Camilla A. Paige
	Notary Public in and for the State of TEXAS