Electrical Power Products

Our Electrical Power Products segment recorded revenues of $44.0 million for the three months ended April 30, 2004 compared to $58.2 million for the second quarter of fiscal 2003. A decline in revenues from industrial customers had the most significant impact on our second quarter revenues as compared to the prior year. Revenues from industrial customers decreased to $30 million, an 18% reduction, or nearly $7 million. Declining demand for the manufacture and delivery of power control modules for new oil and gas production facilities led to this decrease. Many of the long-term projects to construct new oil and gas production facilities that were entered into our backlog during 2001 and 2002 have been completed. Revenues from public and private utilities were $11 million, a decline of $3 million. Municipal and transit projects generated revenues of $3 million compared to nearly $7 million a year ago.

For the six months ended April 30, 2004, this segment recorded revenues of $90.2 million compared to $123.7 million for the first six months of fiscal 2003. During the first six months of 2004, revenues from all markets were down from the same period a year ago. Utility revenues totaled nearly $30 million, a decline of 33%; industrial revenues were $52 million, a decline of 21%; and revenues from municipal and transit projects totaled nearly $9 million, down 35%.

Gross profit, as a percentage of revenues, was 16.0% in the second quarter of 2004 compared to 18.3% in the second quarter of 2003. Inflationary pressures, primarily from higher commodity prices, have contributed to lower gross profits. During the second quarter 2004, direct material expenses increased by approximately 3.5%, or $750 thousand, primarily due to higher commodity prices in copper, aluminum and steel compared to the same period a year ago. Gross profit was also adversely impacted by one-time expenses of $335 thousand associated with our decision to consolidate our Greenville, Texas and North Canton, Ohio operations. These expenses include employee severance of $250 thousand, training and equipment relocation costs.

For the six months ended April 30, 2004, gross profit as a percentage of revenues decreased to 16.9% from 18.9% for the first six months of fiscal 2003. Higher commodity price levels have contributed to lower gross profit. Direct material costs increased approximately 2.9%, or $1.2 million, during the first six months of 2004 compared to the same period a year ago. In addition, we incurred separation costs and other one-time expenses of $0.5 million as a result of reductions in our workforce and our decision to consolidate operations.

Revenues and gross profit for both periods have been adversely impacted by competitive pricing in a depressed marketplace. Partially offsetting adverse market conditions have been the results of our efforts to reduce our costs of production by improving operating efficiencies through the implementation of lean initiatives.

Process Control Systems

Revenues in our Process Control Systems segment were $7.5 million and $14.6 million for the three and six months ended April 30, 2004 compared to $6.0 million and $12.1 million for the same time period of the previous year. The most significant project in our backlog is a contract to design and build Intelligent Transportation Systems (ITS) for the Holland and Lincoln tunnels for the Port Authority of New York and New Jersey valued at $37.5 million. Revenue attributable to this project totaled $2.3 million and $5.1 million for the three and six months ended April 30, 2004. As of April 30, 2004 the remaining value associated with this project in our backlog is $28.3 million.

Gross profit was $1.6 million and $3.0 million for the three and six months ended April 30, 2004 compared to $1.5 million and $3.0 million for the same time period of the previous year.

For additional information related to our business segments, see Note G of the Notes to Condensed Consolidated Financial Statements.

Operating Expenses

Selling, general and administrative expenses were $8.2 million, or 15.9% of revenues, in the three months ended April 30, 2004 compared to $8.9 million, or 13.9% of revenues, in the second quarter of fiscal 2003. We have reduced our expenses by $0.7 million in the second quarter compared to the same period a year ago; however, we have maintained our focus on developing our markets and new product development. As a result, selling, general and administrative expenses as a percentage of revenues have increased. Our research efforts are directed toward the discovery and development of new products and processes as well as improvements in existing products and processes. These costs are included in selling, general and administrative expenses. Research and development expenditures were $0.9 million in the three months ended April 30, 2004 compared to $0.7 million in the second quarter of fiscal 2003.

For the six months ended April 30, 2004, selling, general and administrative expenses were $16.7 million, or 16.0% of revenues, compared to $18.3 million, or 13.5% of revenues, for the first six months of fiscal 2003. For the six months ended April 30, 2004, research and development expenditures were $1.8 million compared to $1.5 million in first six months of fiscal 2003. For the full year, we anticipate research and development spending will be comparable to fiscal year 2003 expenditures of $3.6 million.

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Interest Income and Expense

We incurred $34 thousand in interest expense in the second quarter of 2004 compared to $81 thousand in the same period a year ago. Interest expense has been reduced by a lower average balance on our industrial revenue bond debt and favorable interest rates. Additionally, during the second quarter of 2003, we incurred $57 thousand in interest expense on our term loan and the associated interest rate swap. In September 2003, we paid the remaining principal balance on our term loan which has reduced our interest expense.

For the six months ended April 30, 2004, we incurred $62 thousand in interest expense compared to $167 thousand for the same time period of fiscal 2003. In the six months ended April 30, 2003, we incurred $121 thousand in interest expense on our term loan and the associated interest rate swap which were settled in September 2003.

Interest income increased by $87 thousand to $175 thousand for the second quarter 2004 compared to the same period of the previous year. For the first six months of 2004, interest income increased by $187 thousand to $367 thousand compared the first six months of 2003. Interest income for the three and six month periods ended April 30, 2004 increased compared to the same periods of last year due primarily to higher levels of invested funds. In addition, we hold corporate bonds as discussed in Note E of the Notes to Condensed Consolidated Financial Statements that yield higher interest rates than the previous years’ investments.

Provision for Income Taxes

Our provision for income taxes reflects an effective income tax rate on earnings before income taxes of 37.2% in the second quarter of fiscal 2004 compared to 37.4% in the second quarter of fiscal 2003. For the six months ended April 30, 2004, our provision for income taxes reflects an effective income tax rate on earnings before income taxes of 36.9% compared to 37.3% for the same period a year ago. The lower effective tax rate is primarily due to increased interest income from investments in non-taxable securities. As overall pre-tax income has declined, income from non-taxable investments has become a higher percentage of taxable income.

Net income

Net income was $360 thousand, or $0.03 per diluted share, in the second quarter of fiscal year 2004 compared to $2.0 million, or $0.19 per diluted share, in the second quarter of fiscal year 2003.

For the six months ended April 30, 2004, net income was $1.1 million, or $0.10 per diluted share, compared to $4.5 million, or $0.43 per diluted share, for the first six months of 2003. For the first six months of fiscal 2003, net income was negatively impacted as a result of the adoption of Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets.” During the first quarter of fiscal 2003, we recorded a goodwill impairment loss of $0.5 million as a cumulative effect of a change in accounting principle. The goodwill impairment charge accounted for a loss of $0.04 per diluted share.

Lower selling, general and administrative expenses, along with higher interest income, have partially offset a decline in business volume and lower gross profits which have resulted in earnings weakening during fiscal 2004.

Backlog

The order backlog on April 30, 2004, was $131.2 million, compared to $157.5 million at fiscal year end 2003 and $203.0 million at the end of the second quarter one year ago. New orders placed during the second quarter totaled $45.3 million versus $33.1 million in the first quarter of 2004 and $98.7 million in our second quarter 2003.

Liquidity and Capital Resources

We have maintained a strong liquidity position. Working capital was $97.9 million at April 30, 2004 compared to $96.9 million at October 31, 2003. The improvement was mainly due to billing and collection of our net investment in long-term contracts. As of April 30, 2004, current assets exceeded current liabilities by 3.3 times and our debt to capitalization ratio was less than 0.1 to 1.0.

As of April 30, 2004, we had cash and cash equivalents of $46.4 million, as well as $5.6 million in marketable debt securities, a $9.6 million increase in cash and cash equivalents from the end of fiscal 2003. Long-term debt, including current maturities, totaled $7.6 million at April 30, 2004 compared to $7.4 million at October 31, 2003, our fiscal year end. As of April 30, 2004, our long-term debt was limited to our industrial revenue bonds, with the next payment of $400 thousand on these bonds scheduled for October 2004. In addition to our long-term debt, we have a $15 million revolving credit agreement expiring February 2006. As of April 30, 2004, there was $107 thousand borrowed under this line of credit. We were in compliance with all debt covenants as of April 30, 2004.

Operating Activities

For the six months ended April 30, 2004, cash from operating activities provided $12.1 million. A net reduction in investments in contract costs and inventories provided $14.4 million as projects in our backlog reached contractual billing milestones. For the six months ended April 30, 2003, cash from operating activities provided $18.8 million. Both periods provided substantial cash due to decreases in operating assets such as contract costs, accounts receivable and inventories. Lower sales volumes have equated into less cash being reinvested in operating assets.

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Investing Activities

Cash used for the purchase of property, plant and equipment during the six months ended April 30, 2004 was $3.1 million, compared to $2.8 million for the six months ended April 30, 2003. The majority of our 2004 capital investments will be used to improve our capabilities to manufacture switchgear and electrical power control rooms. We have committed to capital projects totaling $5.6 million to acquire a new metal finishing and paint system, a major laser cut fabricating center, and material handling system. Consistent with other lean initiatives, these investments will improve our quality and efficiency as well as lead to lower working capital requirements.

Financing Activities

Financing activities provided $579 thousand in the first six months of 2004. These financing activities were primarily from the exercise of stock options. Net cash used in financing activities for the six months ended April 30, 2003 was $634 thousand. The decrease in cash used in financing activities during the first six months of 2004 as compared to the same period in 2003 is due to lower levels of debt as the remaining principal balance on our term loan was paid in September 2003 per the contract terms.

Outlook

We expect continued weakness and depressed price levels in the Electrical Power Products markets we serve throughout the balance of fiscal 2004. We expect full year revenues to range between $205 million and $220 million. Full year earnings from continuing operations are expected to range between $0.16 and $0.26 per diluted share. For the third quarter of 2004, we expect earnings from continuing operations to range between $0.01 and $0.06 per diluted share. These full year and third quarter estimates include the one-time costs associated with combining our Elyria, Ohio and Northlake, Illinois operations as discussed in Note K of the Notes to Condensed Consolidated Financial Statements.

We will continue to invest in our manufacturing capabilities and expect capital expenditures for full fiscal year 2004 to range between $6.0 million and $8.0 million. The majority of these investments will be used to improve the efficiency and quality of our manufacturing operations at our Houston, Texas facility.

We anticipate that our cash position will remain relatively unchanged for the balance of fiscal 2004. We believe that working capital, borrowing capabilities, and funds generated from operations will be sufficient to finance anticipated operational activities, capital improvements, debt repayment and possible future acquisitions for the foreseeable future.

Critical Accounting Policies and Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and judgments with respect to the selection and application of accounting policies that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosures of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.

We believe the following critical accounting policies have the greatest impact on the preparation of our consolidated financial statements.

Revenue Recognition

Our revenues are generated from the manufacture and delivery of custom-manufactured products. We recognize revenues under both the completed contract method and the percentage-of-completion method depending upon the duration and the scope of the project. At the onset of each project, the size and duration of the contract is reviewed to determine the appropriate revenue recognition method based upon company policy. Due to the nature of the projects in the Process Control Systems segment, all revenues are recorded using percentage-of-completion. However, projects in the Electrical Power Products segment vary widely; thus, both the completed contract and percentage-of-completion methods are used.

Under the completed contract method, revenues are recognized upon the transfer of title, which is generally at the time of shipment or delivery depending upon the terms of the contract, when all significant contractual obligations have been satisfied, the price is fixed or determinable, and collectibility is reasonably assured. We use shipping documents and customer acceptance, when applicable, to verify the transfer of title to the customer. We assess whether the price is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment. Collectibility is assessed based on the creditworthiness of the customer based on credit verification and the customer’s payment history.

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Under the percentage-of-completion method, revenues are recognized as work is performed based upon the ratio of labor dollars or hours incurred to date to total estimated labor dollars or hours to measure the stage of completion. The sales and gross profit recognized in each period are adjusted prospectively for any revisions in the total estimated contract costs, total estimated labor hours to complete the project, or total contract value. Whenever revisions of estimated contract costs and contract values indicate that the contract costs will exceed estimated revenues, thus creating a loss, a provision for the total estimated loss is recorded in that period. Due to the number of estimates used in the percentage-of-completion calculations, conditions such as changes in job performance, job conditions, estimated contract costs and profitability may result in revisions to original assumptions, thus causing actual results to differ from original estimates.

Valuation Accounts

Our most significant accounting uncertainty for which a valuation account is set up is in the area of accounts receivable collectibility.

An allowance for doubtful accounts has been established to provide for estimated losses on our accounts receivable. This estimated allowance is based on historical experience of uncollected accounts, the level of past due accounts, the overall level of outstanding accounts receivable, information about specific customers with respect to their inability to make payments and expectations of future conditions that could impact the collectibility of accounts receivable. We continually assess our allowance for doubtful accounts and may increase or decrease our periodic provision as additional information regarding collectibility becomes available.

Impairment of Long-Lived Assets

We evaluate the recoverability of the carrying amount of long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable. For long-lived assets to be held and used, the evaluation is based on impairment indicators such as the nature of the assets, the future economic benefit of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such impairment indicators are present or other factors exist that indicate that the carrying amount of the asset may not be recoverable, we determine whether impairment has occurred through the use of an undiscounted cash flows analysis of the asset at the lowest level for which identifiable cash flows exist, or quoted market prices. If an asset is considered to be impaired, a loss is recognized for the amount by which the carrying amount of the asset exceeds its fair value. For assets held for sale or disposal, the fair value of the asset is measured using quoted market prices or an estimation of net realizable value. Assets are classified as held for sale when there is a plan for disposal and those assets meet the held for sale criteria of SFAS No. 144. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell.

Accruals for Contingent Liabilities

We account for contingencies in accordance with SFAS No. 5, “Accounting for Contingencies”. SFAS No. 5 requires that we record an estimated loss from a loss contingency when information available prior to the issuance of our financial statements indicates that it is probable that an asset has been impaired or a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. The amounts we record for insurance, warranties, legal and other contingencies require judgments regarding the amount of expenses that will ultimately be incurred. We use past experience and history, as well as other specific circumstances surrounding these claims in evaluating the amount of liability that should be recorded. Actual results could differ from our estimates.

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Part 1
      Item 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to certain market risks arising from transactions we have entered into in the normal course of business. These risks primarily relate to fluctuations in interest rates, foreign exchange rates, and commodity prices.

We manage our exposure to changes in interest rates by optimizing the use of variable rate debt. A 1.0% increase in interest rates would result in an annual increase in interest expense of less than $100 thousand. In addition to variable rate debt, we also invest in marketable debt securities that are carried at fair value on the consolidated balance sheet, with unrealized gains and losses reported in other comprehensive income. Changes in interest rates will affect the fair value of the marketable securities as reported. However, we believe that changes in interest rates will not have a material near-term impact on our future earnings or cash flows.

We manage our exposure to changes in foreign exchange rates primarily through arranging compensation in U.S. dollars. Risks associated with changes in commodity prices are primarily managed through utilizing short-term, fixed price contracts with suppliers. Risks related to foreign exchange rates and commodity prices are monitored and actions could be taken to hedge these risks in the future. We believe that fluctuations in foreign exchange rates will not have a material near-term effect on our future earnings and cash flows; however, fluctuations in commodity prices may have a short-term effect on our future earnings and cash flows.

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Part 1
      Item 4

CONTROLS AND PROCEDURES

Management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based on such evaluation, our CEO and CFO have each concluded that as of the end of such period, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosures.

We also maintain a system of internal accounting controls that are designed to provide reasonable assurance that our books and records accurately reflect our transactions and that our policies and procedures are followed. There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II

OTHER INFORMATION

	ITEM 1.                         ITEM 2.         ITEM 3.	Legal Proceedings The Company is a party to disputes arising in the ordinary course of business. Management does not believe that the ultimate outcome of these disputes will materially affect the financial condition or results of operations of the Company. Changes in Securities, Use of Proceeds, and Issuer Purchases of Equity Securities None Defaults Upon Senior Securities Not applicable

	ITEM 4.	Submission of Matters to a Vote of Security Holders At the annual meeting of stockholders of the Company held on March 5, 2004, Joseph L. Becherer and Thomas W. Powell were elected as directors of the Company with terms ending in 2007. The directors continuing in office after the meeting are James F. Clark, Stephen W. Seale, Jr., Robert C. Tranchon, Eugene L. Butler, and Ronald J. Wolny. As to each nominee for director, the number of votes cast for or withheld, as well as the number of abstentions and broker non-votes, were as follows:

	Nominee Joseph L. Becherer Thomas W. Powell	Votes Cast For 9,956,865 9,002,561	Votes Cast Against 383,093 1,337,397	Votes Withheld --- ---	Abstenions --- ---	Non-Votes 313,988 313,988

		At the annual meeting the stockholders also approved and ratified the proposal to change the state of incorporation of the Company from Nevada to Delaware by merging the Company into a wholly owned subsidiary of the Company that is incorporated under the laws of Delaware. The number of votes cast for, against, or withheld, as well as the number of abstentions and broker non-votes, with respect to such matter was as follows:

	Votes Cast For 6,897,687	Votes Cast Against 600,744	Votes Withheld ---	Abstentions 43,222	Non-Votes 3,112,293

	ITEM 5.         ITEM 6.	Other Information None Exhibits and Reports on Form 8-K        a. Exhibits           3.1 - Articles of Incorporation and Certificates of Amendment of Powell Industries, Inc. dated                   July 20, 1987 and March 13, 1992 (filed as Exhibit 3 to our Form 10-K for the fiscal year                   ended October 31, 1982, Form 10-Q for the quarter ended July 31, 1987, and Form 10-Q                   for the quarter ended April 30, 1992, respectively, and incorporated herein by reference).           3.2 - Bylaws of Powell Industries, Inc. (filed as Exhibit 3.2 to our Form 10-Q for the quarter ended                   April 30, 1995 and incorporated herein by reference).          31.1 - Certification of Thomas W. Powell pursuant to Rule 13a-14(a)/15d-14(a).          31.2 - Certification of Don R. Madison pursuant to Rule 13a-14(a)/15d-14(a).          32.1 - Certification of Thomas W. Powell Pursuant to Section 18 U.S.C. Section 1350, as Adopted                    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.          32.2 - Certification of Don R. Madison Pursuant to Section 18 U.S.C. Section 1350, as Adopted                    Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.        b. Reports on Form 8-K            Form 8-K filed on February 27, 2004            Form 8-K filed on May 13, 2004            Form 8-K filed on June 8, 2004

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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.

POWELL INDUSTRIES, INC.
Registrant

June 11, 2004        Date	/s/    THOMAS W. POWELL                Thomas W. Powell President & Chief Executive Officer (Principal Executive Officer)
June 11, 2004        Date	/s/    DON R. MADISON                       Don R. Madison Vice President & Chief Financial Officer (Principal Financial Officer)

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EXHIBIT INDEX

Number

Exhibit Title

3.1 --

Articles of Incorporation and Certificates of Amendment of Powell Industries, Inc. dated July 20, 1987 and March 13, 1992 (filed as Exhibit 3 to our Form 10-K for the fiscal year ended October 31, 1982, Form 10-Q for the quarter ended July 31, 1987, and Form 10-Q for the quarter ended April 30, 1992, respectively, and incorporated herein by reference).

3.2 --

By-laws of Powell Industries, Inc. (filed as Exhibit 3.2 to our Form 10-Q for the quarter ended April 30, 1995 and incorporated herein by reference).

31.1 --

Certification of Thomas W. Powell pursuant to Rule 13a-14(a)/15d-14(a).

31.2 --

Certification of Don R. Madison pursuant to Rule 13a-14(a)/15d-14(a).

32.1 --

Certification of Thomas W. Powell Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 --

Certification of Don R. Madison Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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