POWELL INDUSTRIES INC — Director's Dealing 2005

Jun 14, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POWELL INDUSTRIES INC (POWL)
CIK: 0000080420
Period of Report: 2005-06-10

Reporting Person: BECHERER JOSEPH L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2005-06-10	Common Stock	A	2000	—	Acquired	3000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2005-06-10	Shadow Stock	$	A	105.54	Acquired		Common Stock (105.54)	Direct

Footnotes

F1: Restricted stock grant is subject to forfeiture - restrictions lapse with respect to 1,000 shares on the first anniversary from the date of the grant, and restrictions lapse with respect to the remaining 1,000 shares on the second anniversary from the date of the grant.

F2: Not applicable due to no consideration was payable in connection with the grant of the restricted stock.

F3: No conversion price is payable. Shadow stock units, which were previoulsy awarded in lieu of deferred director's fes automatically convert to shares of stock at the expiration of the deferral period.

F4: The "deemed execution date" is not applicable to this transaction because the execution date has not been determined purusuant to Exchange Act Rule 16a-3(g)(2) or 16a-3(g)(3).

F5: Upon retirement from the Board of Directors or specified deferral term.

F6: 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.