Item 7 – Financial Statements, Pro Forma Financial Statements and Exhibits

On February 25, 2004, Powell Industries, Inc. (NASDAQ: POWL) announced results for the fiscal 2004 first quarter ended January 31, 2004. A copy of the press release announcing the results is attached hereto as Exhibit 99.1 and incorporated herein by this reference.

(c) Exhibits:

Item 12 – Results of Operations and Financial Condition

On February 25, 2004, the Company held a conference call to discuss its fiscal 2004 first quarter results, as reflected in the attached press release dated February 25, 2004 released earlier that day. The press release refers to free cash flow for the first quarter of $269,000 which is defined as total cash flow from operations of $1.804 million less all capital expenditures of $1.535 million. A replay of our audio webcast can be accessed through the “Investor Relations/Events” tab at www.powellind.com. The webcast contains forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned that such forward-looking statements involve risks and uncertainties in that actual results may differ materially from those projected in the forward-looking statements. In the course of operations, the Company is subject to certain risk factors, including but not limited to competition and competitive pressures, sensitivity to general economic and industrial conditions, international political and economic risks, availability and price of raw materials and execution of business strategy. The information in this Current Report is being furnished pursuant to Item 12, Results of Operations and Financial Condition. Pursuant to general instruction B.6. of Form 8-K, the information in this Current Report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

EXHIBIT 99.1

	PRESS RELEASE

POWELL INDUSTRIES REPORTS
FISCAL 2004 FIRST QUARTER RESULTS

HOUSTON — FEBRUARY 25, 2004 — Powell Industries, Inc. (NASDAQ: POWL), a leading manufacturer of equipment and systems for the management and control of electrical energy and other critical processes, today announced results for the fiscal 2004 first quarter ended January 31, 2004.

        Revenues for the first quarter of 2004 were $53.2 million compared to revenues of $71.6 million for the first quarter of 2003. Net income for the first quarter was $747,000, or $0.07 per diluted share, compared to $2.5 million, or $0.24 per diluted share, in the same period a year ago. The company generated $269,000 in free cash flow, defined as total cash flow from operations of $1.804 million less all capital expenditures of $1.535 million, in the first quarter. The company uses this measure because it believes free cash flow is a good indicator of operating efficiency.

        Thomas W. Powell, chairman and chief executive officer, stated, “We continued to see weakness and depressed pricing levels in our product markets during our first quarter. While opportunities for new projects are improving and our inquiry levels are up, we do not expect to see meaningful improvements until later in 2004.”

        The Electrical Power Products segment recorded revenues of $46.2 million in the first quarter compared to $65.6 million in the first quarter a year ago. Income from continuing operations before income taxes for Electrical Power Products totaled $0.931 million versus $4.6 million in last year’s first quarter.

        Process Control Systems revenues for the first quarter were $7.1 million compared to $6.0 million for the same period a year ago. Income from continuing operations before income taxes for Process Control Systems totaled $249,000 versus $215,000 a year ago.

        The company’s order backlog as of January 31, 2004, was $137.3 million, compared to $157.5 million at fiscal year-end 2003 and $168.5 million at the end of the first quarter one year ago. New orders placed during the first quarter totaled $33.1 million versus $36.3 million in our fourth quarter of 2003 and $50.7 million in the first quarter a year ago.

OUTLOOK

        The following statements are based on the current expectations of the company. These statements are forward-looking and actual results may differ materially as further elaborated in the last paragraph below.

        Based on current booking trends, Powell Industries now expects fiscal 2004 second quarter earnings to range between $0.04 and $0.09 per diluted share, and full year 2004 earnings to range between $0.35 and $0.50 per diluted share. Fiscal 2004 revenue is expected to range between $205 million and $220 million, and free cash flow, defined as total cash flow from operations less all capital expenditures, is expected to range between $5 million and $10 million.

CONFERENCE CALL

        Powell Industries has scheduled a conference call for Wednesday, February 25, 2004, at 11:00 a.m. eastern time. To participate in the conference call, dial (303) 262-2075 at least 10 minutes before the call begins and ask for the Powell Industries conference call. A replay of the call will be available approximately two hours after the live broadcast ends and will be accessible until March 3, 2004. To access the replay, dial (303) 590-3000 using a passcode of 570572.

        Investors, analysts and the general public will also have the opportunity to listen to the conference call over the Internet by visiting http://www.powellind.com. To listen to the live call on the web, please visit the website at least fifteen minutes before the call begins to register, download and install any necessary audio software. For those who cannot listen to the live webcast, an archive will be available shortly after the call and will remain available for approximately 30 days at http://www.powellind.com.