THIRD RESTATED ARTICLES OF INCORPORATION 
                                  OF
                    STEWART & STEVENSON SERVICES, INC.
 
 
     1.  Pursuant to the provisions of Article 4.07 of the Texas
Business Corporation Act, Stewart & Stevenson Services, Inc.
hereby adopts these Third Restated Articles of Incorporation
which accurately copy the entire text of the present Second
Restated Articles of Incorporation and all amendments thereto
that are in effect to date and which contain no change in any
provision thereof except that the number of directors now
constituting the board of directors and the names and addresses
of the persons serving as directors have been inserted in lieu of
similar information concerning the initial board of directors and
the name and address of each incorporator has been omitted.
 
     2.  These Third Restated Articles of Incorporation were
adopted by resolution of the board of directors of the
corporation on September 13, 1995.
 
     3.  The Second Restated Articles of Incorporation and all
amendments and supplements thereto are hereby superseded by the
following Third Restated Articles of Incorporation which
accurately copy the entire text thereof:
 
                              I.
 
The name of the corporation shall be STEWART & STEVENSON
SERVICES, INC.
 
                              II.
 
Section 1.  The purpose for which the corporation is organized is
to engage in any lawful business or activity, subject to the
limitations hereinafter set forth in Section 2 of this article.
 
Section 2.  Nothing in this article is to be construed as
authorizing the corporation to transact any business in the State
of Texas expressly prohibited by any law of the State of Texas,
or to engage in any activity in the State of Texas which cannot
lawfully be engaged in by a corporation incorporated under the
Texas Business Corporation Act or which cannot lawfully be
engaged in without first obtaining a license under the laws of
the State of Texas and which license cannot be granted to a
corporation organized under the Texas Business Corporation Act,
or to operate in Texas any of the businesses referred to in
Section B(4) of Article 2.01 of the Texas Business Corporation
Act, or to take any action in violation of any of the laws
referred to in Section C of Article 2.02 of the Texas Business
Corporation Act.
 
                              III.
 
The post office address of the registered office of the
corporation is 400 N. St. Paul, Dallas, Texas 75201, and the name
of its registered agent at such address is The Prentice-Hall
Corporation System,  Inc. subject to change as provided in the
Texas Business Corporation Act.
 
                              IV.
 
The names and addresses of the persons serving as directors of
the corporation at the time of the filing of these Third Restated
Articles of Incorporation and who shall serve until their
successors shall be chosen and shall qualify are:
 
Name                     Address
 
C. Jim Stewart II        2707 North Loop West
                         Houston, Texas  77008
 
Bob H. O'Neal            2707 North Loop West
                         Houston, Texas   77008
 
J. Carsey Manning        2707 North Loop West 
                         Houston, Texas  77008
 
 
 
Donald E. Stevenson      2707 North Loop West
                         Houston, Texas  77008
 
Robert H. Parsey         1600 First Interstate Bank Plaza
                         Houston, Texas  77002
 
J. W. Lander, Jr.        4200 Westheimer
                         Houston, Texas  77027
 
Robert L. Hargrave       2707 North Loop West
                         Houston, Texas  77008
 
Jack T. Currie           515 Post Oak
                         Houston, Texas  77027
 
Robert S. Sullivan       2815 San Gabriel
                         Austin, Texas  78705
 
Brian H. Rowe            #1 Neumann Way, M\Stop N178
                         Cincinnati, Ohio  45215
 
Orson C Clay             One Moody Plaza
                         Galveston, Texas  77550
 
Richard R. Stewart       2707 North Loop West
                         Houston, Texas  77008
 
The number of directors may be increased or decreased from time
to time by amendment to the bylaws, but no decrease shall have
the effect of shortening the term of any incumbent director, and
the number of directors shall not be decreased to less than three
(3) directors nor increased to more than twenty-five (25)
directors.  In the absence of a bylaw fixing the number of
directors, the number shall be six (6).
 
                              V.
 
The period of duration of the corporation is perpetual.
 
                              VI.
 
The aggregate number of shares which the corporation shall have
authority to issue is one hundred million (100,000,000) shares of
common stock, without par value.
 
                              VII.
 
No shareholder shall be entitled as a matter of right to
subscribe for, purchase or receive any shares of stock, rights or
options of the corporation which it may issue or sell, whether
out of the number of shares authorized by these articles of
incorporation or by amendment thereof or out of the shares of
stock of the corporation acquired by it after the issuance
thereof, nor shall any shareholder be entitled as a matter of
right to subscribe for, purchase or receive any bonds, debentures
or other securities which the corporation may issue or sell that
shall be convertible into or exchangeable for stock or to which
shall be attached or appertain any warrant or warrants or other
instrument or instruments that shall confer upon the holder or
owner of such obligation the right to subscribe for, purchase, or
receive from the corporation any shares of its capital stock; but
all such additional issues of stock, rights and options, or of
bonds, debentures or other securities convertible into or
exchangeable for stock or to which warrants shall be attached or
appertain or which shall confer upon the holder the right to
subscribe for, purchase or receive any shares of stock may be
issued and disposed of by the Board of Directors to such persons,
firms or corporations as in their absolute discretion may deem
advisable.  The acceptance of stock in the corporation shall be a
waiver of any preemptive or preferential right which in the
absence of this provision might otherwise be asserted by
shareholders of the corporation or any of them.
 
                              VIII.
 
At every meeting of the shareholders, every holder of common
stock of the corporation shall be entitled to one vote for each
share of common stock standing in his name on the books of the
corporation.  No shareholder shall have the right to cumulate his
votes for the election of directors, but each share shall be
entitled to one vote in the election of each director.
 
                              IX.
 
A director of the corporation shall not be liable to the
corporation or its shareholders for monetary damages for an act
or omission in the director's capacity as a director, except that
this Article does not eliminate or limit the liability of a
director to the extent the director is found liable for (i) a
breach of the director's duty of loyalty to the corporation or
its shareholders; (ii) an act or omission not in good faith that
constitutes a breach of duty of the director to the corporation
or an act or omission that involves intentional misconduct or a
knowing violation of the law; (iii) a transaction from which the
director received an improper benefit, whether or not the benefit
resulted from an action taken within the scope of the director's
office; or (iv) an act or omission for which the liability of a
director is expressly provided by an applicable statute.  Any
repeal or amendment of this Article by the shareholders of the
corporation shall be prospective only and shall not adversely
affect any limitation on the liability of a director of the
corporation existing at the time of such repeal or amendment.  In
addition to the circumstances in which the director of the
corporation is not liable as set forth in the preceding
sentences, the director shall not be liable to the fullest extent
permitted by any provisions of the statutes of Texas hereafter
enacted that further limits the liability of a director.
 
Dated this 14th day of September,  1995.
 
                    STEWART & STEVENSON SERVICES, INC.
                    /s/ Lawrence E. Wilson
 
 
 
                    By: _______________________________
                        Vice President & Secretary