POWELL INDUSTRIES INC — Director's Dealing 2004

Feb 11, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POWELL INDUSTRIES INC (POWL)
CIK: 0000080420
Period of Report: 2004-01-30

Reporting Person: SEALE STEPHEN W JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-30	Common Stock	M	459.0000	—	Acquired	8514.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-01-30	Shadow Stock Units	$	M	70.5900	Disposed		Common Stock (70.5900)	Direct
2004-01-30	Shadow Stock Units	$	M	231.8800	Disposed		Common Stock (231.8800)	Direct
2004-01-30	Shadow Stock Units	$	M	156.1500	Disposed		Common Stock (156.1500)	Direct

Footnotes

F1: Shadow Stock Units were granted in payment of director's fees at the fair market value of the Common Stock on the date of the grant of the Shadow Stock Units. Shadow Stock Units automatically convert without further payment to shares of Common Stock at the expiration of the deferral period. Fractional shares are not issued.

F2: Various: Upon retirement from the Board of Directors or specified deferral term.