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POWELL INDUSTRIES INC Director's Dealing 2005

Dec 19, 2005

31229_dirs_2005-12-19_e96b7db0-2aee-4d7a-994c-59a6933a4b8f.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POWELL INDUSTRIES INC (POWL)
CIK: 0000080420
Period of Report: 2005-12-15

Reporting Person: BECHERER JOSEPH L (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2005-12-15 Shadow Stock $ A 65.82 Acquired Common Stock (65.82) Direct
2005-12-16 Shadow Stock $ A 108.28 Acquired Common Stock (108.28) Direct

Footnotes

F1: No conversion price is payable. Shadow stock units, which were previously awarded in lieu of deferred director's fees automatically convert to shares of stock at the expiration of the deferral period.

F2: The "deemed execution date" is not applicable to this transaction because the execution date has not been determined pursuant to Exchange Act Rule 16a-3(g)(2) or 16a-3(g)(3).

F3: Upon retirement from the Board of Directors or specified deferral term.

F4: No expiration date is associated with Shadow Stock Units, they are released upon retirement from the Board of Directors or expiration of the deferral term.