UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION WASHINGTON D.C. 20549

FORM 10-Q

(Mark one)

|[X] | Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act
                    of 1934 for the quarterly period ended January 31, 2005.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

or

|[   ] | Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from
         to
         .
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------

# Commission File Number
001-12488

POWELL INDUSTRIES, INC.

---

(Exact
name of registrant as specified in its charter)

|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|DELAWARE                                                       |  | 88-0106100                          
|                                                               |  |                                     
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)

|                                         |  |           
|---------------------------------------- |  | ----------
|8550 Mosley Drive, Houston, Texas        |  | 77075-1180
|                                         |  |           
|(Address of principal executive offices) |  | (Zip Code)

Registrant's telephone number, including area code  (713) 944-6900

Indicate
by X whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.

YesX   No

Indicate
by X whether the registrant is an accelerated filer (as defined in Rule
12b-2 of the Exchange Act).

YesX   No

Indicate the
number of shares  outstanding  of each of the issuers  classes of common  stock,  as of the latest  practicable
date.

Common
 Stock, par value $.01 per share; 10,759,704 shares outstanding as of March 9, 2005.

1

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Powell Industries, Inc.
and Subsidiaries

|                               |            |                                                                                             |   
|------------------------------ | ---------- | ------------------------------------------------------------------------------------------- | --
|Part I - Financial Information |           
|                               | Item 1.    | Condensed Consolidated Financial Statements (Unaudited)                                     | 3 
|                               | Item 2.    | Management's Discussion and Analysis of
   Financial Condition and
   Results of Operations | 12
|                               | Item 3.    | Quantitative and Qualitative Disclosures
   About Market Risk                               | 15
|                               | Item 4.    | Controls and Procedures                                                                     | 16
|Part II - Other Information    | 17        
|                               | Signatures |                                                                                             | 18

2

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Powell Industries, Inc. and Subsidiaries
                                          Condensed Consolidated Balance Sheets (Unaudited)
                                           (In thousands, except share and per share data)

|                                                                            | January 31,
2005 | October 31,
2004
|--------------------------------------------------------------------------- | ---------------- | ----------------
|                                                                            |                  |                 
|                                                                            |                  |                 
|Assets                                                                      |                  |                 
|Current Assets:                                                             |                  |                 
|Cash and cash equivalents                                                   |                  |                 
|Marketable securities                                                       |                  |                 
|Accounts receivable, less allowance for doubtful accounts of $674 and $617, |                  |                 
|respectively                                                                |                  |                 
|Costs and estimated earnings in excess of billings on uncompleted contracts |                  |                 
|Inventories                                                                 |                  |                 
|Income taxes receivable                                                     |                  |                 
|Deferred income taxes                                                       |                  |                 
|Prepaid expenses and other current assets                                   |                  |                 
|                                                                            |                  |                 
|Total Current Assets                                                        |                  |                 
|Property, plant and equipment, net                                          |                  |                 
|Other assets                                                                |                  |                 
|                                                                            |                  |                 
|Total Assets                                                                |                  |                 
|                                                                            |                  |                 
|Liabilities and Stockholders' Equity                                        |                  |                 
|Current Liabilities:                                                        |                  |                 
|Current maturities of long-term debt and capital lease obligations          |                  |                 
|Income taxes payable                                                        |                  |                 
|Accounts payable                                                            |                  |                 
|Accrued salaries, bonuses and commissions                                   |                  |                 
|Billings in excess of costs and estimated earnings on uncompleted contracts |                  |                 
|Accrued product warranty                                                    |                  |                 
|Other accrued expenses                                                      |                  |                 
|                                                                            |                  |                 
|Total Current Liabilities                                                   |                  |                 
|Long-term debt and capital lease obligations, net of current maturities     |                  |                 
|Deferred compensation                                                       |                  |                 
|Other liabilities                                                           |                  |                 
|                                                                            |                  |                 
|Total Liabilities                                                           |                  |                 
|                                                                            |                  |                 
|Commitments and contingencies (Note H)                                      |                  |                 
|Minority interest                                                           |                  |                 
|                                                                            |                  |                 
|Stockholders' Equity:                                                       |                  |                 
|Preferred stock, par value $.01; 5,000,000 shares authorized; none issued   |                  |                 
|Common stock, par value $.01; 30,000,000 shares authorized; 11,000,000 and  |                  |                 
|11,000,000 shares issued, respectively; 10,742,000 and 10,730,000 shares    |                  |                 
|outstanding, respectively                                                   |                  |                 
|Additional paid-in capital                                                  |                  |                 
|Retained earnings                                                           |                  |                 
|Treasury stock, 258,000 shares and 270,000 shares, respectively, at cost    |                  |                 
|Accumulated other comprehensive income                                      |                  |                 
|Deferred compensation                                                       |                  |                 
|                                                                            |                  |                 
|Total Stockholders' Equity                                                  |                  |                 
|                                                                            |                  |                 
|Total Liabilities and Stockholders' Equity                                  |                  |                 
|                                                                            |                  |                 

The accompanying notes are an integral part of these condensed
consolidated financial statements.

3

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Powell Industries, Inc. and Subsidiaries
                                     Condensed Consolidated Statements of Operations (Unaudited)
                                                (In thousands, except per share data)

|                                                                  | Three Months Ended January 31, | 
|----------------------------------------------------------------- | ------------------------------ | 
|
|                                                                  |                                | 
|Revenues                                                          |                                | 
|Cost of goods sold                                                |                                | 
|                                                                  |                                | 
|Gross profit                                                      |                                | 
|Selling, general and administrative expenses                      |                                | 
|                                                                  |                                | 
|Income (loss) before interest, income taxes and minority interest |                                | 
|Interest expense                                                  |                                | 
|Interest income                                                   |                                | 
|                                                                  |                                | 
|Income (loss) before income taxes and minority interest           |                                | 
|Income tax provision (benefit)                                    |                                | 
|Minority interest in net loss                                     |                                | 
|                                                                  |                                | 
|Net income (loss)                                                 |                                | 
|                                                                  |                                | 
|Net earnings (loss) per common share:                             |                                | 
|Basic                                                             |                                | 
|                                                                  |                                | 
|Diluted                                                           |                                | 
|                                                                  |                                | 
|Weighted average shares:                                          |                                | 
|Basic                                                             |                                | 
|                                                                  |                                | 
|Diluted                                                           |                                | 
|                                                                  |                                | 

The
accompanying notes are an integral part of these condensed consolidated financial
statements.

4

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# Powell Industries,
Inc. and Subsidiaries Condensed Consolidated
Statements of Cash Flows (Unaudited) (In thousands)

|                                                                                       | Three Months Ended January 31, | 
|-------------------------------------------------------------------------------------- | ------------------------------ | 
|
|                                                                                       |                                | 
|Operating Activities:                                                                  |                                | 
|Net income (loss)                                                                      |                                | 
|Adjustments to reconcile net income (loss) to net cash provided by (used in) operating |                                | 
|activities:                                                                            |                                | 
|Depreciation and amortization                                                          |                                | 
|Loss on disposition of assets                                                          |                                | 
|Other                                                                                  |                                | 
|Deferred income taxes                                                                  |                                | 
|Changes in operating assets and liabilities:                                           |                                | 
|Accounts receivable, net                                                               |                                | 
|Costs and estimated earnings in excess of billings on uncompleted                      |                                | 
|contracts                                                                              |                                | 
|Inventories                                                                            |                                | 
|Prepaid expenses and other current assets                                              |                                | 
|Other assets                                                                           |                                | 
|Accounts payable and income taxes payable                                              |                                | 
|Accrued liabilities                                                                    |                                | 
|Billings in excess of costs and estimated earnings on uncompleted                      |                                | 
|contracts                                                                              |                                | 
|Deferred compensation                                                                  |                                | 
|Other liabilities                                                                      |                                | 
|                                                                                       |                                | 
|Net cash provided by (used in) operating activities                                    |                                | 
|                                                                                       |                                | 
|Investing Activities:                                                                  |                                | 
|Proceeds from sale of fixed assets                                                     |                                | 
|Purchases of property, plant and equipment                                             |                                | 
|Proceeds from sale of short term auction rate securities                               |                                | 
|                                                                                       |                                | 
|Net cash provided by (used in) investing activities                                    |                                | 
|                                                                                       |                                | 
|Financing Activities:                                                                  |                                | 
|Borrowings on revolving line of credit                                                 |                                | 
|Repayments on revolving line of credit                                                 |                                | 
|Proceeds from exercise of stock options                                                |                                | 
|                                                                                       |                                | 
|Net cash provided by financing activities                                              |                                | 
|                                                                                       |                                | 
|Net increase (decrease) in cash and cash equivalents                                   |                                | 
|Cash and cash equivalents at beginning of period                                       |                                | 
|                                                                                       |                                | 
|Cash and cash equivalents at end of period                                             |                                | 
|                                                                                       |                                | 
|Supplemental disclosures of cash flow information:                                     |                                | 
|Cash paid during the period for:                                                       |                                | 
|Interest                                                                               |                                | 
|                                                                                       |                                | 
|Income taxes                                                                           |                                | 
|                                                                                       |                                | 
|Non-cash investing and financing activities:                                           |                                | 
|Change in fair value of marketable securities during the period, net of $7 and $69     |                                | 
|income taxes, respectively                                                             |                                | 
|                                                                                       |                                | 
|Issuance of common stock for deferred directors' fees                                  |                                | 
|                                                                                       |                                | 

The
accompanying notes are an integral part of these condensed consolidated financial
statements.

5

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Part
I      Item 1

# POWELL INDUSTRIES,
INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Unaudited)

A.    
          BASIS OF PRESENTATION AND STOCK-BASED COMPENSATION

| | The
accompanying unaudited condensed consolidated financial statements have been prepared in
accordance with the rules of the Securities and Exchange Commission for interim financial
statements and do not include all annual disclosures required by accounting principles
generally accepted in the United States of America. These financial statements should be
read in conjunction with the financial statements and related footnotes included in the
Companys annual report on Form 10-K for the year ended October 31, 2004. In the
opinion of management, these condensed consolidated financial statements include all
adjustments, consisting of normal recurring adjustments, which are necessary for a fair
presentation of the Companys financial position, results of operations, and cash
flows. The interim period results are not necessarily indicative of the results to be
expected for the full fiscal year.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the condensed consolidated financial
statements and the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | During
the first quarter 2005, we revised auction rate securities held as investments from
cash and cash equivalents to available-for-sale marketable securities. Accordingly, we
revised our consolidated balance sheet as of October 31, 2004 to conform to the current
year presentation. The aggregate fair value of these securities is equal to recorded cost,
 and each auction rate security has a maturity exceeding eight years from January 31, 2005
and October 31, 2004. As of October 31, 2004, $50.3 million of auction rate securities were
included in cash and cash equivalents. The statements of cash flows for the three months
ended January 31, 2005 and 2004 also include the revised presentation. The revised
statement of cash flows for the period ended January 31, 2004 reports cash used from
investing activities of $1.3 million compared to $1.5 million as previously reported.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Stock-Based Compensation
| | ------------------------

| | In
accordance with the provisions of Statement of Financial Accounting Standards (SFAS) No.
123, Accounting for Stock-Based Compensation, we have elected to account for
our stock-based employee compensation plans under the intrinsic value method established
by Accounting Principles Board (APB) Opinion No. 25, Accounting for
Stock Issued to Employees. Under APB No. 25, no compensation expense is recorded
when the exercise price of the employee stock option is greater than or equal to the
market price of the common stock on the grant date.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | If
compensation expense for our stock option plans had been determined based on the fair
value at the grant date for awards through January 31, 2005 consistent with the provisions
of SFAS No. 123, our net income and earnings per share would have been as follows:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                        | Three Months Ended January 31, | 
|----------------------------------------------------------------------- | ------------------------------ | 
|
|                                                                        |                                | 
|                                                                        |                                | 
|Net income (loss), as reported                                          |                                | 
|Less:  Total stock-based employee compensation expense determined under
|fair value based method for all awards, net of related tax effects      |                                | 
|                                                                        |                                | 
|Pro forma net income (loss)                                             |                                | 
|                                                                        |                                | 
|Basic earnings (loss) per share:                                        |                                | 
|As reported                                                             |                                | 
|Pro forma                                                               |                                | 
|Diluted earnings (loss) per share:                                      |                                | 
|As reported                                                             |                                | 
|Pro forma                                                               |                                | 

| | New Accounting Standards
| | ------------------------

| | In
November 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 151,
Inventory Costs, an amendment of ARB No. 43, Chapter 4. The amendments made by
SFAS No. 151 clarify that abnormal amounts of idle facility expense, freight, handling
costs, and wasted materials (spoilage) should be recognized as current-period charges and
require the allocation of fixed production overheads to inventory based on the normal
capacity of the production facilities. The guidance is effective for inventory costs
incurred during fiscal years beginning after November 23, 2004. We do not believe the
adoption of SFAS No. 151 will have a material impact on our consolidated financial
position, results of operations or cash flows.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

6

---

| | In
December 2004, the FASB issued SFAS No. 123 (revised 2004), Share-Based
Payment. SFAS No. 123(R) will require that the compensation cost relating to
share-based payment transactions be recognized in financial statements. That cost will be
measured based on the fair value of the equity or liability instruments issued. SFAS No.
123(R) covers a wide range of share-based compensation arrangements including share
options, restricted share plans, performance-based awards, share appreciation rights, and
employee share purchase plans. SFAS No. 123(R) replaces FASB Statement No. 123,
Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25,
Accounting for Stock Issued to Employees. SFAS No. 123, as originally issued
in 1995, established as preferable a fair value-based method of accounting for share-based
payment transactions with employees. However, that Statement permitted entities the option
of continuing to apply the guidance in APB Opinion No. 25, as long as the footnotes to
financial statements disclosed what net income would have been had the preferable fair
value-based method been used. Public entities will be required to apply SFAS No. 123(R) as
of the first interim or annual reporting period that begins after June 15, 2005. We are in
the process of evaluating the impact the adoption of SFAS No. 123(R) will have on our
consolidated financial position, results of operations and cash flows.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

B.    
          EARNINGS PER SHARE

| | The
following table sets forth the computation of basic and diluted earnings per share (in
thousands, except per share data):
| | -----------------------------------------------------------------------------------------------------------------------------

|                                                                            | Three Months Ended January 31, | 
|--------------------------------------------------------------------------- | ------------------------------ | 
|
|                                                                            |                                | 
|Numerator:                                                                  |                                | 
|Net income (loss)                                                           |                                | 
|                                                                            |                                | 
|Denominator:                                                                |                                | 
|Denominator for basic earnings per share-weighted average shares            |                                | 
|Dilutive effect of stock options                                            |                                | 
|                                                                            |                                | 
|Denominator for diluted earnings per share-adjusted weighted average shares |                                | 
|with assumed conversions                                                    |                                | 
|                                                                            |                                | 
|Net earnings (loss) per share:                                              |                                | 
|Basic                                                                       |                                | 
|                                                                            |                                | 
|Diluted                                                                     |                                | 
|                                                                            |                                | 

| | The
Company had a net loss for the three months ended January 31, 2005; accordingly, the
inclusion of common stock equivalents for outstanding stock options would be antidilutive
and, therefore, the weighted average shares used to calculate both basic and diluted loss
per share are the same. For the three months ended January 31, 2004, options to purchase
approximately 357,000 shares of common stock were excluded from the computation of diluted
earnings per share because the options exercise prices were greater than the average
market price of common stock.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

C.    
          DETAIL OF SELECTED BALANCE SHEET ACCOUNTS

| | Activity in our allowance for doubtful accounts receivable account consists of the following (in
thousands):
| | ------------------------------------------------------------------------------------------------------------

|                                                                     | Three Months Ended January 31, | 
|-------------------------------------------------------------------- | ------------------------------ | 
|
|                                                                     |                                | 
|Balance at beginning of period                                       |                                | 
|Adjustments to the allowance                                         |                                | 
|Deductions for uncollectible accounts written off, net of recoveries |                                | 
|                                                                     |                                | 
|Balance at end of period                                             |                                | 
|                                                                     |                                | 

7

---

| | Activity
in our accrued product warranty account consists of the following (in thousands):
| | ------------------------------------------------------------------------------------------

|                                | Three Months Ended January 31, | 
|------------------------------- | ------------------------------ | 
|
|                                |                                | 
|Balance at beginning of period  |                                | 
|Additions to the accrual        |                                | 
|Deductions for warranty charges |                                | 
|                                |                                | 
|Balance at end of period        |                                | 
|                                |                                | 

| | The components of inventories are summaries below (in thousands):
| | -----------------------------------------------------------------

|                                       | January 31, |  | October 31,
|-------------------------------------- | ----------- |  | -----------
|
|                                       |             |  |            
|Raw materials, parts and subassemblies |             |  | $          
|Work-in-progress                       |             |  |            
|                                       |             |  |            
|Total inventories                      |             |  | $          
|                                       |             |  |            

| | The components of costs and estimated earnings on uncompleted contracts (in thousands):
| | ---------------------------------------------------------------------------------------

|                                                                      | January 31, |  | October 31,
|--------------------------------------------------------------------- | ----------- |  | -----------
|
|                                                                      |             |  |            
|Costs incurred on uncompleted contracts                               |             |  | $          
|Estimated earnings                                                    |             |  |            
|                                                                      |             |  |            
|                                                                      |             |  |            
|Less: Billings to date                                                |             |  |            
|                                                                      |             |  |            
|                                                                      |             |  | $          
|                                                                      |             |  |            
|Included in accompanying balance sheets under the following captions: |             |  |            
|Costs and estimated earnings in excess of billings on uncompleted    
|contracts                                                             |             |  | $          
|Billings in excess of costs and estimated earnings on uncompleted    
|contracts                                                             |             |  |            
|                                                                      |             |  |            
|                                                                      |             |  | $          
|                                                                      |             |  |            

| | Property, plant and equipment are summarized below (in thousands):
| | ------------------------------------------------------------------

|                                         | January 31, |         | October 31, |   | Range of
|---------------------------------------- | ----------- | ------- | ----------- | - | --------
|
|                                         |             |         |             |   |         
|Land                                     | $           | 4,720   |             | $ | 4,720   
|Buildings and improvements               |             | 39,266  |             |   | 39,629  
|Machinery and equipment                  |             | 26,073  |             |   | 29,804  
|Furniture and fixtures                   |             | 1,992   |             |   | 2,752   
|Construction in process                  |             | 5,936   |             |   | 5,336   
|                                         |             |         |             |   |         
|                                         |             | 77,987  |             |   | 82,241  
|Less-accumulated depreciation            |             | (32,707 | )           |   | (37,200 
|                                         |             |         |             |   |         
|Total property, plant and equipment, net | $           | 45,280  |             | $ | 45,041  
|                                         |             |         |             |   |         

| | Depreciation
expense for the three months ended January 31, 2005 and 2004 was $1.1 million and $1.1
million, respectively.
| | --------------------------------------------------------------------------------------------------------------------------

D.    
          COMPREHENSIVE INCOME

| | Our
comprehensive income (loss) consists of net income (loss), the change in fair value of
marketable securities and foreign currency translation adjustments. At January 31, 2005,
included in marketable securities are $3.9 million of investment-grade corporate bonds
that we have classified as available-for-sale. The maturity dates of these bonds vary from
1-9 years. These investments are carried at fair value, with unrealized gains and losses,
net of related tax effects, included in other comprehensive income. Comprehensive income
(loss) for the three month period ended January 31, 2005 and 2004 is as follows (in
thousands):
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

8

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|                                                          | Three Months Ended January 31, | 
|--------------------------------------------------------- | ------------------------------ | 
|
|                                                          |                                | 
|Net income (loss)                                         |                                | 
|Unrealized gains (losses) on marketable securities        |                                | 
|Unrealized gains (losses) on foreign currency translation |                                | 
|                                                          |                                | 
|Comprehensive income (loss)                               |                                | 
|                                                          |                                | 

E.    
          BUSINESS SEGMENTS

| | We
manage our business through operating subsidiaries, which are combined into two reportable
business segments: Electrical Power Products and Process Control Systems. Electrical Power
Products includes equipment and systems for the distribution and control of electrical
energy. Process Control Systems consists principally of instrumentation, computer
controls, communications and data management systems to control and manage critical
processes.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
tables below reflect certain information relating to our operations by segment. All
revenues represent sales from unaffiliated customers. The accounting policies of the
segments are the same as those described in the summary of significant accounting policies
included in our annual report on Form 10-K for the year ended October 31, 2004. Corporate
expenses and certain assets are allocated to the operating segments primarily based on
revenues. The corporate assets are mainly cash, cash equivalents and marketable
securities.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Detailed information regarding our business segments is shown below (in thousands):
| | -----------------------------------------------------------------------------------

|                                                         | Three Months Ended January 31, | 
|-------------------------------------------------------- | ------------------------------ | 
|
|                                                         |                                | 
|Revenues:                                                |                                | 
|Electrical Power Products                                |                                | 
|Process Control Systems                                  |                                | 
|                                                         |                                | 
|Total                                                    |                                | 
|                                                         |                                | 
|Gross Profit:                                            |                                | 
|Electrical Power Products                                |                                | 
|Process Control Systems                                  |                                | 
|                                                         |                                | 
|Total                                                    |                                | 
|                                                         |                                | 
|Income (loss) before income taxes and minority interest: |                                | 
|Electrical Power Products                                |                                | 
|Process Control Systems                                  |                                | 
|                                                         |                                | 
|Total                                                    |                                | 
|                                                         |                                | 

|                              | January 31, |  | October 31,
|----------------------------- | ----------- |  | -----------
|
|                              |             |  |            
|Identifiable Tangible Assets: |             |  |            
|Electrical Power Products     |             |  | $          
|Process Control Systems       |             |  |            
|Corporate                     |             |  |            
|                              |             |  |            
|Total                         |             |  | $          
|                              |             |  |            

F.     POSTRETIREMENT BENEFITS

| | The
following table illustrates the components of net periodic postretirement benefit expense
in the employee retiree benefit plan (in thousands):
| | --------------------------------------------------------------------------------------------------------------------------------------------------

|                                            | Three Months Ended January 31, | 
|------------------------------------------- | ------------------------------ | 
|
|                                            |                                | 
|Service cost                                |                                | 
|Interest cost                               |                                | 
|Amortization of prior service cost          |                                | 
|Amortization of net (gain) loss             |                                | 
|                                            |                                | 
|Net periodic postretirement benefit expense |                                | 
|                                            |                                | 

9

---

G.    
          INTANGIBLE AND OTHER ASSETS

| | A summary of intangible and other assets follows (in thousands):
| | ----------------------------------------------------------------

|                                           | January 31, 2005 | October 31, 2004
|------------------------------------------ | ---------------- | ----------------
|                                           |                  |                 
|
|Goodwill                                   |                  |                 
|Intangible assets subject to amortization: |                  |                 
|Deferred loan costs                        |                  |                 
|Patents and Trademarks                     |                  |                 

| | The
above intangible and other assets are included in other assets on the consolidated balance
sheet. Amortization expense related to intangible assets subject to amortization for the
three months ended January 31, 2005 and 2004 was approximately $10,000 and $17,000,
respectively. Estimated amortization expense for each of the subsequent five fiscal years
is expected to be approximately $50,000.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

H.    
          COMMITMENTS AND CONTINGENCIES

| | Certain
customers require us to post a bank letter of credit guarantee or performance bonds issued
by a surety. These assure our customers that we will perform under terms of our contract
and with associated vendors and subcontractors. In the event of default the customer may
demand payment from the bank under a letter of credit or performance by the surety under a
performance bond. To date there have been no significant expenses related to either for
the periods reported. We were contingently liable for secured and unsecured letters of
credit of $10.3 million as of January 31, 2005. We also had performance bonds totaling
approximately $171.6 million that were outstanding at January 31, 2005.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Company is a party to a construction joint venture (the Joint Venture), which
provided process control systems to the Central Artery/Tunnel Project (the
Project) in Boston, Massachusetts, under a contract with the Massachusetts
Turnpike Authority (the MTA). The Joint Venture has submitted claims against
the MTA seeking additional reimbursement for work done by the Joint Venture on the
project. In a separate matter, the Joint Venture received notice dated May 9, 2002 (the
Notice) from the MTA that a follow-on contractor has asserted a claim against
the MTA in connection with work done or to be done by the follow-on contractor on the
project. One component of the Project involved the Joint Venture performing specific work
that the MTA then bid for the follow-on contractor to complete. The follow-on
contractors claim, in part, includes allegations that work performed by the Joint
Venture was insufficient and defective, thus possibly contributing to the follow-on
contractors claims for damages against the MTA. In the Notice of the potential
claim, the MTA advised the Joint Venture that if it is required to pay the follow-on
contractor additional amounts and such payment is the result of defective work by the
Joint Venture, the MTA will seek indemnification from the Joint Venture for such
additional amounts.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Joint Venture has no reason to believe the systems it delivered under contract to the MTA
were defective and accordingly it intends to vigorously defend any such allegations. An
unfavorable outcome to the follow-on contractors claim could have a material adverse
effect on the Companys financial condition and results of operations. The ultimate
disposition of the Joint Ventures claim against the MTA and the MTAs potential
claim for indemnification based on the follow-on contractors claims are not
presently determinable.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

I.    
          CONSOLIDATION OF OPERATIONS

| | To
reduce overhead costs and improve efficiency, we initiated a consolidation plan in fiscal
2004 to reduce the number of operations within our Electrical Power Products segment. As
of June 30, 2004, the consolidation of our Greenville, Texas and North Canton, Ohio
facilities was complete, resulting in the transfer of our distribution switch product
lines. In October 2004, we completed the consolidation of our bus duct product lines by
combining our Elyria, Ohio and Northlake, Illinois facilities. As of January 31, 2005, the
consolidation of our Watsonville, California was completed, resulting in the transfer of
our power electronics product lines to our Houston, Texas facility. The completed
consolidations have resulted in the involuntary termination of approximately 100
employees.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | As
of January 31, 2005, the unpaid balance of the consolidation costs is included in accrued
salaries, bonuses and commissions on the consolidated balance sheet.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

10

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| | Details of the consolidation reserve during the current period are as follows:
| | ------------------------------------------------------------------------------

|                                  | AccruedCharges at
October 31,2004 |  | Three Months Ended
January 31, 2005 |     | AccruedCharges at
January 31,2005 |  
|--------------------------------- | --------------------------------- |  | ----------------------------------- | --- | --------------------------------- | -
|
|                                  |                                   | 
|(In thousands)                   
|Cash chages:                      |                                   | 
|Severance and employee benefits   |                                   |  | $                                   | 410 |                                   | $
|Shutdown costs                    |                                   |  |                                     | 94  |                                   |  
|                                  |                                   |  |                                     |     |                                   |  
|Subtotal                          |                                   |  | $                                   | 504 |                                   |  
|                                  |                                   |  |                                     |     |                                   |  
|Noncash chages:                   |                                   | 
|Write-down (loss) on fixed assets |                                   |  |                                     |     |                                   |  
|                                  |                                   |  |                                     |     |                                   |  
|Total charges                     |                                   |  |                                     |     |                                   | $
|                                  |                                   |  |                                     |     |                                   |  

| | For
the three months ended January 31, 2005, shutdown costs incurred were relocation expenses
for employees. These expenses are included in selling, general and administrative expenses
on the consolidated statement of operations.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11

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Part
I      Item 2

# MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion of our
financial condition and results of operations should be read in conjunction with the
accompanying condensed consolidated financial statements and related notes. In the course
of operations, we are subject to certain risk factors, including but not limited to
competition and competitive pressures, sensitivity to general economic and industry
conditions, international political and economic risks, availability and price of raw
materials and execution of business strategy. Any forward-looking statements made by or on
our behalf 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 the actual results may differ materially from
those projected in the forward-looking statements.

# Overview

We develop, design, manufacture, and
service equipment and systems for the management and control of electrical energy and
other critical processes. Headquartered in Houston, Texas, we serve the transportation,
environmental, industrial, and utility industries. Our business operations are
consolidated into two business segments: Electrical Power Products and Process Control
Systems. Financial information related to these business segments is included in Note
E of the Notes to Condensed Consolidated Financial Statements.

# Results of Operations

Revenue and Gross Profit

Consolidated revenues decreased 10%
to $47.7 million in the first quarter of fiscal 2005 as compared to first quarter 2004
revenues of $53.2 million primarily due to temporary production delays. These delays resulted
from customer directed specification changes as well as inclement weather. Inclement weather delayed
construction work at several of our customers project sites, resulting in
the rescheduling of supporting power control room projects in our factories. Domestic
revenues decreased $3.3 million to $42.0 million for the three months ended January 31,
2005. International revenues were $5.7 million in the first quarter 2005 compared to $7.9
million in the same quarter of the prior year. Revenues outside of the United States
accounted for 12% of consolidated revenues in the first quarter of fiscal 2005 compared to
15% in the same period last year.

Electrical Power Products

Our Electrical Power Products segment
recorded revenues of $39.7 million for the three months ended January 31, 2005 compared to
$46.2 million for the same time period of the previous year. In the first quarter of
fiscal 2005, revenues from public and private utilities were approximately $15.3 million
compared to $19 million in the first quarter of fiscal 2004. Revenues from industrial
customers totaled $20.4 million, a decrease of $0.8 million, from the same time period of
the previous year. Revenues in both our utility and industrial markets fell short of prior
year results, in part due to temporary production delays required to incorporate customer
directed specification changes. Inclement weather has also delayed construction work at
several of our customers project sites, which has resulted in the rescheduling of
supporting power control room projects in our factories. Municipal and transit projects
generated revenues of $4 million in the first quarter of 2005 compared to $6 million in
the same period a year ago.

Gross profit, as a percentage of
revenues, was 13.2% in the first quarter of fiscal 2005, compared to 17.8% in the first
quarter of fiscal year 2004. Higher basic material prices have continued to adversely
affect gross margins. Material costs increased $0.7 million in the first quarter of fiscal
2005 compared to the same period a year ago, primarily due to copper, aluminum and steel.
Incremental production costs of approximately $0.6 million were incurred during the
quarter due to start up difficulties and inefficiencies with our recently relocated
distribution switch product line. In addition, gross profit was adversely impacted by
lower revenues and depressed market prices levels.

Process Control Systems

Revenues in our Process Control
Systems segment increased 12% to $7.9 million compared to $7.1 million in the first
quarter of fiscal 2004. Our contract to design and build Intelligent Transportation
Systems (ITS) for the Holland and Lincoln tunnels from the Port Authority of New York and
New Jersey generated revenues of $3.8 million in the first quarter. This contract
accounted for $14.3 million of segment revenues in fiscal 2004 and $4.2 million in fiscal
2003. As of January 31, 2005, the remaining value associated with this project in our
backlog was $16.4 million, or 40% of segment backlog, which is expected to be recognized
as revenue in the current fiscal year.

12

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Segment gross profit, as a percentage
of revenues, was 21.8% in the first quarter of fiscal 2005 compared to 19.2% in the first
quarter of 2004. Gross profits as a percentage of revenues will fluctuate due to the large
amount of subcontract work and material pass-through purchases on the Holland and Lincoln
tunnels contracts which typically will generate significantly lower profits compared to
our professional services and the significant percentage of revenues accounted for by
these contracts.

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

Operating Expenses

Selling, general and administrative
expenses increased by $1.0 million to $9.5 million in the first quarter of 2005 compared
to the same period a year ago. Research and development expenditures were $0.6 million in
the first quarter of fiscal 2005 compared to $0.9 million in last years first
quarter. Commission expenses for manufacturing sales representatives, as well as, direct
sales expenses increased by approximately $700,000 in the first quarter of 2005
compared to the first quarter of 2004. We utilize manufacturers' sales representatives
in territories outside of the Gulf Coast region. In the first quarter of 2005 as compared to
2004, our mix of business has shifted to territories outside of the Gulf Coast, increasing
our selling expenses. Accounting and auditing expenses increased by $0.3
million. Other general administrative costs account for the balance of the increase.

Interest Income and
Expense

Interest expense was approximately
$77,000 in the first quarter of 2005, an increase of approximately $50,000 compared to the
three months ended January 31, 2004, of which $40,000 is due to interest related to the
acceptance by certain state taxing authorities of voluntary disclosure agreements. The
balance of the increase is due to higher interest rates incurred on our outstanding
industrial development revenue bonds.

We
earned approximately $277,000 of interest income in the first quarter of 2005 compared to
approximately $192,000 in the same period of the previous year. Interest income increased
primarily due to higher market interest rates.

Provision for Income Taxes

Our provision for income taxes
reflects an effective tax rate on earnings before income taxes of (39.1%) in the first
quarter of fiscal 2005 compared to 36.7% in the first quarter of fiscal 2004. This
increase is primarily due to a higher blended state tax rate and less federal benefit
for certain of those state taxes.

Net Income

In the first quarter of 2005, we
incurred a net loss of $1.4 million, or $0.13 per diluted share, compared to net income of
$747,000, or $0.07 per diluted share, in the first quarter of fiscal 2004. The
decrease in net income is attributable to lower gross profits in our Electrical Power
Products business segment and higher selling expenses.

Backlog

The order backlog on January 31,
2005, was $146.6 million, compared to $134.3 million at fiscal year end 2004 and $137.3
million at the end of the first quarter one year ago. New orders placed during the first
quarter totaled $60.1 million compared to $33.1 million in the same period one year ago.

# Liquidity and Capital
Resources

We have maintained a strong liquidity
position. Working capital was $97.9 million at January 31, 2005 compared to $99.3 million
at October 31, 2004. As of January 31, 2005, current assets exceeded current liabilities
by 3.1 times and our debt to capitalization ratio was less than 0.1 to 1.0.

As of January 31, 2005, we had cash,
cash equivalents and marketable debt securities of $49.5 million compared to $63.2 million
as of October 31, 2004. Long-term debt, net of current maturities, totaled $6.6 million at
January 31, 2005 a slight decrease from year end. In addition to our long-term debt, we
have a $15 million revolving credit agreement expiring February 2007. As of January 31,
2005, there were no borrowings under this line of credit. We were in compliance with all
debt covenants as of January 31, 2005.

Operating Activities

For the three months ended January
31, 2005, cash used in operating activities was $12.0 million. This reduction in cash was
principally used to fund growth in accounts receivable and inventories.

13

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Investing Activities

Cash used for the purchase of
property, plant and equipment during the three months ended January 31, 2005 and 2004 was
$1.5 million. The majority of our 2005 capital expenditures were used to improve our
capabilities to manufacture switchgear and electrical power control rooms. We have
committed to capital projects totaling $6.1 million to acquire a new metal finishing and
paint system and a laser cut fabrication with automated material handling. As of the end
of the first quarter of fiscal 2005, we have incurred costs of $5.1 million for these
projects. These projects are expected to be completed within the next four months. A year
ago, the majority of our capital expenditures were used to increase our manufacturing
capabilities available for the manufacture of electrical power modules. These modules are
provided to the oil and gas industry for use on offshore platforms. Proceeds from the sale
of auction rate securities during the three months ended January 31, 2005 were $7.6
million compared to $0.2 million for the three months ended January 31, 2004. Auction rate
securities were sold to finance working capital requirements of the business.

Financing Activities

Financing activities provided approximately $119,000
in the first quarter of 2005 compared to approximately $250,000 in the same period a year
ago. The primary source of cash from financing activities was proceeds from the exercise
of stock options.

# Outlook

We expect our principal market to
strengthen throughout 2005. Customer inquiries, or requests for proposals, have steadily
strengthened during the second half of fiscal 2004 and on into the first quarter of 2005.
One of the positive trends we have experienced is an increase in new order activity.
Orders during first quarter of 2005 and fourth quarter of 2004 totaled $60.1 million and
$61.5 million, respectively, compared to $33.1 million and $36.3 million in the same
periods one year ago. We are optimistic that we will see further improvements throughout
fiscal 2005.

In our Electrical Power Products
segment, new orders during first quarter of 2005 and fourth quarter of 2004 totaled $55.5
million and $56.6 million, respectively, compared to $30.3 million and $34.6 million in
the same periods a year ago. In addition, we expect to realize lower overhead expenses and
increased efficiencies as a result of our consolidation efforts initiated in 2004 and
capital improvements, both of which should improve our competitive position. Although our
Process Control Systems segment continues to experience soft market conditions, we
anticipate increased funding for municipal projects will be available as general economic
conditions strengthen. We believe we will be well-positioned to take advantage of
improving economic conditions.

We anticipate that we will need to
reinvest a portion of our cash in operating working capital in fiscal 2005. Working
capital needs are anticipated to increase with growing levels of business activity. We
believe that working capital, borrowing capabilities, and cash generated from operations
will be sufficient to finance the anticipated operational activities, capital
improvements, debt repayments and possible future acquisitions for the foreseeable future.

14

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Part
I      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 are subject to market risk
resulting from changes in interest rates related to our outstanding debt and investments
in marketable debt securities. Regarding our various debt instruments outstanding at
January 31, 2005 and October 31, 2004, a 100 basis point increase in interest rates
would result in a total annual increase in interest expense of less than $75,000. Our
investments in marketable debt securities 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. While we do not currently have any derivative contracts to hedge our exposure to
interest rate risk, we have in the past and may in the future enter into such contracts.
Overall, we believe that changes in interest rates will not have a material near-term
impact on our future earnings or cash flows. During each of the past three years, we have
not experienced a significant effect on our business due to changes in interest rates.

Our market risk associated with
foreign currency rates is not considered to be material, since we primarily arrange
compensation in U.S. dollars. During each of the past three years, we have not experienced
a significant effect on our business due to fluctuations in foreign exchange rates.

We are subject to market risk from
fluctuating market prices of certain raw materials. While such materials are typically
available from numerous suppliers, commodity raw materials are subject to price
fluctuations. We attempt to pass along such commodity price increases to our customers on
a contract-by-contract basis to avoid profit margin erosion. While we may do so in the
future, we have not entered into any derivative contracts to hedge our exposure to
commodity risk in fiscal years 2005 or 2004. During 2004, we experienced significant price
pressures with some of our key raw materials. Competitive market pressures limited our
ability to pass these cost increases to our customers, thus eroding our earnings in 2004.
Fluctuations in commodity prices may have a material near-term effect on our future
earnings and cash flows.

15

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Part
I      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.

16

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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 and Use of Proceeds
None
Defaults Upon Senior Securities
Not applicable
| |                                                         |                                                                                                                                                                                                                                                                                                                                                               

| |         |                                                         
| | ------- | --------------------------------------------------------
| | ITEM 4. | Submission of Matters to a Vote of Security Holders
None
| |         |                                                         

| |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | ----------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ITEM 5.
       
ITEM 6. | Other Information
None
Exhibits 
          3.1 - Certificate of Incorporation of Powell Industries, Inc. filed with the Secretary of
State of the State of 
                  Delaware on February 11, 2004 (filed as Exhibit 3.1 to our Form
8-A/A filed November 1, 2004, and  
                  incorporated herein by reference).    
          3.2 - Bylaws of Powell Industries, Inc. (filed as Exhibit 3.2 to our Form 8-A/A filed
November 1, 2004, 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.
| |                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

17

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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

|                    |                                                                                                                              
|------------------- | -----------------------------------------------------------------------------------------------------------------------------
|March 14, 2005
Date | /s/      THOMAS W. POWELL             
Thomas W. Powell
President & Chief Executive Officer
(Principal Executive Officer)    
|March 14, 2005
Date | /s/    DON R. MADISON                  
Don R. Madison
Vice President & Chief Financial Officer
(Principal Financial Officer)

18

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