POWELL INDUSTRIES INC — Director's Dealing 2010

Feb 11, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: POWELL INDUSTRIES INC (POWL)
CIK: 0000080420
Period of Report: 2010-02-09

Reporting Person: MADISON DON R (Executive Vice President, CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-09	Common Stock	A	900	$0.00	Acquired	10623	Direct
2010-02-09	Common Stock	A	2020	$0.00	Acquired	12643	Direct
2010-02-09	Common Stock	M	10100	$18.44	Acquired	22743	Direct
2010-02-09	Common Stock	M	4500	$15.10	Acquired	27243	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-09	Stock Options	$15.10	M	4500	Disposed	2010-06-25	Common Stock (4500)	Direct
2010-02-09	Stock Options	$18.44	M	10100	Disposed	2012-06-24	Common Stock (4400)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	972	Indirect

Footnotes

F1: These restricted stock units were issued upon exercise of underlying stock options and vest in five equal installments from date of exercise; subject to certain conditions.

F2: Stock Options become exercisable in equal installments on each of the first five anniversaries of 6/24/2005, the date of the Grant.