HUBBELL INC — Director's Dealing 2004

Aug 16, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HUBBELL INC (HUBA, HUBB)
CIK: 0000048898
Period of Report: 2004-08-13

Reporting Person: EDWARDS GEORGE W JR (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-08-13	Directors Deferred Compensation Stock Units	$83.71	A	194.123	Acquired		Class A and Class B Common Stock (194.123)	Direct

Footnotes

F1: Equal number of shares of Class A and Class B Common Stock credited as units under Hubbell's Deferred Compensation Stock Plan for Directors.

F2: Unit price consisting of the closing price of one share each of Class A and Class B Common Stock.

F3: Deferred units are payable commencing on the January 1 following the reporting person's retirement or separation from the Board.