UNITED STATES
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 of Report (Date of earliest event reported)   October 30, 2007



PACER INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)


Commission file number 000-49828

Tennessee
62-0935669
 (State or other jurisdiction
of incorporation)
(I.R.S. employer
identification no.)

2300 Clayton Road, Suite 1200
Concord, CA 94520
 
 
Telephone Number (877) 917-2237


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 


ITEM 2.02.    Results of Operations and Financial Condition

On October 30, 2007, Pacer International, Inc. issued a press release announcing its third quarter  and year-to-date 2007 results.  The press release is attached hereto as Exhibit 99.1.

The information set forth under “Item 2.02. Results of Operations and Financial Condition”, including the Exhibit attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing, except as otherwise expressly stated in such filing.

ITEM 8.01.    Other Events

On October 30, 2007 Pacer International, Inc. announced that its Board of Directors declared a regular $0.15 per share dividend on the Company’s common stock at its meeting on October 30, 2007.  The dividend will be payable on January 10, 2008, to shareholders of record at the close of business on December 20, 2007.

ITEM 9.01.    Financial Statements and Exhibits

(d)   Exhibits

        99.1      Press Release of Pacer International, Inc. dated October 30, 2007 (furnished pursuant to Item 2.02).


SIGNATURE

 
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.


PACER INTERNATIONAL, INC. 
    A Tennessee Corporation


Dated:  October 30, 2007                                                                  By: /s/ Lawrence C. Yarberry
Executive Vice President and Chief
Financial Officer

 

 
INDEX TO EXHIBITS


EXHIBIT
NUMBER

99.1  
Press Release of Pacer International, Inc. dated October 30, 2007 (furnished pursuant to Item 2.02).