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As filed with the Securities and Exchange Commission on November 5, 2004

Registration No.                        



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933


PACCAR Inc
(Exact Name of the Registrant)

Delaware
(State of Incorporation)
  91-0351110
(IRS Employer Identification No.)

777 - 106th Avenue N.E., Bellevue, Washington 98004
(Address of Principal Offices)

 

(425) 468-7400
(Telephone Number)

PACCAR Inc Restricted Stock and Deferred Compensation Plan for Non-Employee Directors
(Full Title of the Plan)

Janice M. D'Amato
PACCAR Inc
777 - 106th Avenue N.E.
Bellevue, Washington 98004
(425) 468-7431
(Agent's Name and Address)

CALCULATION OF REGISTRATION FEE


Title of securities to
be registered

  Amount to
be registered

  Proposed maximum
offering price
per share

  Proposed maximum
aggregate
offering price

  Amount of
registration fee


Common Stock, $1 par value   375,000 shares   Not applicable   $25,912,500(1)   $3,283.11

(1)
The aggregate offering price was estimated pursuant to Rule 457(h) under the Securities Act of 1933 solely for the purpose of calculating the amount of the registration fee. The price per share is estimated to be $69.10 based on the average of the high ($69.83) and low ($68.36) prices reported for the Common Stock in the over-the-counter market on October 29, 2004, as reported on the Nasdaq National Market.




        The contents of Registration Statement No. 333-36712 are incorporated by reference.

Item 5.    Interests of Named Experts and Counsel.

        Ms. D'Amato, who provided the Opinion of Counsel attached as Exhibit 5.1, is an officer (Secretary) and employee (Counsel) of PACCAR Inc.

Item 8.    Exhibits.

        The Exhibits to this registration statement are listed in the Index to Exhibits on page 4.



SIGNATURES

        The Registrant.    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 on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bellevue, State of Washington, on this 5th day of November, 2004.

    PACCAR INC

 

 

By

/s/  
J. M. D'AMATO      
J. M. D'Amato
Secretary

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on November 5, 2004 in the capacities indicated.

/s/  M. C. PIGOTT      
M. C. Pigott
  Chairman and Chief Executive Officer
(principal executive officer)

/s/  
M. A. TEMBREULL      
M. A. Tembreull

 

Vice Chairman
(principal financial officer)

/s/  
R. E. ARMSTRONG      
R. E. Armstrong

 

Vice President and Controller
(principal accounting officer)

*

J. M. Fluke, Jr.

 

Director, PACCAR Inc

*

G. Grinstein

 

Director, PACCAR Inc

*

D. K. Newbigging

 

Director, PACCAR Inc

*

S. F. Page

 

Director, PACCAR Inc

*

J. C. Pigott

 

Director, PACCAR Inc

*

W. G. Reed, Jr.

 

Director, PACCAR Inc

*

H. C. Stonecipher

 

Director, PACCAR Inc

*

M. A. Tembreull

 

Director, PACCAR Inc

*

H. A. Wagner

 

Director, PACCAR Inc

*By

 

/s/  
M. C. PIGOTT    

M. C. Pigott
Attorney-in-Fact

 

 

 

 


INDEX TO EXHIBITS

Exhibit No.
  Exhibit
  Sequentially
Numbered Page

4.1   Instrument Defining Rights of Stockholders    

5.1

 

Opinion of Janice D'Amato, Counsel for the Registrant

 

 

23.1

 

Consent Of Independent Registered Public Accounting Firm

 

 

23.2

 

Consent of Janice D'Amato (included in Exhibit 5.1)

 

 

24.1

 

Power of Attorney

 

 



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SIGNATURES
INDEX TO EXHIBITS