POWELL INDUSTRIES INC — Director's Dealing 2008

May 13, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POWELL INDUSTRIES INC (POWL)
CIK: 0000080420
Period of Report: 2008-05-09

Reporting Person: SEALE STEPHEN W JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-05-09	Common Stock	M	2000	$23.48	Acquired	20414	Direct
2008-05-09	Common Stock	M	2000	$15.10	Acquired	22414	Direct
2008-05-09	Common Stock	M	2000	$16.48	Acquired	24414	Direct
2008-05-09	Common Stock	S	6000	$50.018	Disposed	18414	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-05-09	Stock Options	$23.48	M	2000	Disposed	2010-06-26	Common Stock (2000)	Direct
2008-05-09	Stock Options	$15.10	M	2000	Disposed	2011-06-25	Common Stock (2000)	Direct
2008-05-09	Stock Options	$16.48	M	2000	Disposed	2012-06-24	Common Stock (2000)	Direct

Footnotes

F1: Becomes exercisable on the first anniversary of 06/26/2002, the date of the grant.

F2: This number does not include shares of common stock issuable upon exercise of stock options, which were inadvertently included in Column 5 of the reporting person's two most recent Form 4 reporting Table I information, filed on August 30, 2007 and January 3, 2008, but does include 3,000 shares of restricted stock subject to forfeiture upon certain conditions.

F3: Becomes exercisable on the first anniversary of 06/25/2003, the date of the grant.

F4: Becomes exercisable on the first anniversary of 06/24/2004, the date of the grant.