FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * SEALE STEPHEN W JR   2. Issuer Name and Ticker or Trading Symbol POWELL INDUSTRIES INC [POWL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) PO BOX 790 3. Date of Earliest Transaction (Month/Day/Year) 05/09/2008 (Street) LAVERNIA, TX 78121-0790 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/09/2008   M   2,000 (1) A $ 23.48 20,414 (2) D   Common Stock 05/09/2008   M   2,000 (3) A $ 15.1 22,414 (2) D   Common Stock 05/09/2008   M   2,000 (4) A $ 16.48 24,414 (2) D   Common Stock 05/09/2008   S   6,000 D $ 50.018 18,414 (2) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options

$ 23.48

05/09/2008

M

2,000

06/26/2003

06/26/2010

Common Stock

2,000

$ 23.48

0

D

Stock Options

$ 15.1

05/09/2008

M

2,000

06/25/2004

06/25/2011

Common Stock

2,000

$ 15.1

0

D

Stock Options

$ 16.48

05/09/2008

M

2,000

06/24/2005

06/24/2012

Common Stock

2,000

$ 16.48

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SEALE STEPHEN W JR PO BOX 790 LAVERNIA, TX 78121-0790	X

Signatures

Don R. Madison, Power of Attorney for Stephen W. Seale, Jr.		05/13/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Becomes exercisable on the first anniversary of 06/26/2002, the date of the grant.
(2)	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.
(3)	Becomes exercisable on the first anniversary of 06/25/2003, the date of the grant.
(4)	Becomes exercisable on the first anniversary of 06/24/2004, the date of the grant.

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