UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~PURSUANT ofTO ~~Report~~SECTION 13 ~~(Date~~OR ~~of earliest event reported~~15(d)~~: July~~ ~~11,~~OF ~~2012~~THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 27, 2013

Commission File Number 001-33836

STEWART & STEVENSON LLC

(Exact Name of Registrant as Specified in its Charter)

Delaware	~~001~~20-~~33836~~3974034	~~20-3974034~~
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation or organization )	(IRS Employer Identification Number)

1000 Louisiana St., Suite 5900, Houston, TX		77002
(Address of Principal Executive Offices)		(Zip Code)

~~Registrant’s telephone number, including area code:~~ (713) 751-2700

(Registrant’s telephone number including area code)

None

(Former Name, orformer ~~Former Address~~address, and former fiscal year if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report)

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a—12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d—2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 13.0102 ~~Entry~~Unregistered ~~into~~Sales aof ~~Material~~Equity ~~Definitive Agreement~~Securities

~~Pursuant~~On toMarch 27, 2013, Stewart & Stevenson LLC (“the ~~terms~~Company”) issued 141,960 of ~~the~~its ~~Third~~Adjustable ~~Amended~~Rate ~~and~~Non-Cumulative ~~Restated~~Perpetual ~~Credit~~Preferred ~~Agreement~~Units (the “~~Credit~~Preferred ~~Agreement~~Units”) ~~with~~to ~~JPMorgan~~an ~~Chase~~institutional ~~Bank,~~investor ~~N.A.~~in asa ~~the~~private ~~administrative~~placement ~~agent,~~transaction ~~collateral~~exempt ~~agent,~~from ~~lender~~registration ~~and~~under ~~export-related~~section ~~lender~~4(2) of ~~and~~ the ~~other~~Securities ~~lenders~~Act ~~party~~of ~~thereto,~~1933. As ~~Stewart &~~approved ~~Stevenson~~by ~~LLC~~the ~~and~~Company’s ~~certain~~Board of ~~its~~Directors, ~~subsidiaries (~~the ~~“Company”)~~Preferred ~~exercised~~Units ~~$75~~were ~~million~~issued ofto ~~the~~EC ~~$125~~Investments ~~million~~International ~~accordion~~S.a.r.l, ~~feature~~an inaffiliate of the ~~Credit~~Company, ~~Agreement~~in onexchange ~~July 11~~for $141,960,000 ~~2012. With~~principal ~~this~~amount ~~exercise,~~of the ~~Credit~~Company’s ~~Agreement~~10% ~~provides~~Senior ~~for~~Notes adue ~~$325~~2014. The ~~million~~Preferred ~~asset-based~~Units ~~revolving~~have ~~credit~~an ~~facility~~aggregate liquidation preference of $141,960,000, ~~which~~receive isnon-cumulative ~~expandable~~distributions byat athe ~~$50~~Prime ~~million~~Rate ~~accordion,~~plus ~~and~~2-1/2% is(but ~~secured~~in byno ~~substantially~~event ~~all~~less ~~accounts~~than ~~receivable,~~6%) ~~inventory~~per annum and ~~property,~~have ~~plant~~a ~~and~~liquidation ~~equipment~~priority over the holders of the Company’s Common Units. The ~~Credit~~foregoing ~~Agreement~~description ~~continues~~of tothe ~~operate~~Preferred ~~pursuant~~Units todoes ~~its~~not ~~existing~~purport ~~terms~~to be complete and ~~conditions,~~is asqualified ~~contemplated~~in ~~therein~~its ~~for~~entirety by reference to the ~~exercise~~full text of the ~~accordion~~form of Preferred Unit Certificate, which ~~results~~is infiled ~~the~~as ~~automatic~~Exhibit ~~increase~~4.1 ofto ~~certain~~this ~~thresholds~~Form 8-K and incorporated herein by reference.

~~The~~Item foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, which has been previously filed as Exhibit 109.101 toFinancial ~~Form 8-K,~~Statements ~~dated December 27, 2012,~~ and ~~is incorporated herein by reference.~~Exhibits

~~Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant~~(d) Exhibits

The information included under Item 1.01 of this Form 8-K is incorporated by reference under this Item 2.03.

Exhibit Number		Description
4.1		Form of Preferred Unit Certificate

~~SIGNATURES~~2

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURES

	STEWART & STEVENSON LLC
	By:	/s/ John B. Simmons
		John B. Simmons
		Chief Financial Officer
July 17, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

2STEWART & STEVENSON LLC By: /s/ John B. Simmons John B. Simmons Chief Financial Officer

April 2, 2013

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