<PAGE>
                                  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, 2003

                                       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 0-6050

                             POWELL INDUSTRIES, INC.

--------------------------------------------------------------------------------

             (Exact name of registrant as specified in its charter)

<Table>
<S>                                                                        <C>
                           NEVADA                                                                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)
</Table>


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.

                           Yes  X      No
                              -----      -----


Common Stock, par value $.01 per share; 10,580,201 shares outstanding as of
February 28, 2003.



<PAGE>



                    Powell Industries, Inc. and Subsidiaries


<Table>
<S>                                                                                                     <C>
Part I - Financial Information

      Item 1.      Condensed Consolidated Financial Statements...........................................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.................................................................16

      Item 4.      Controls and Procedures..............................................................17


Part II - Other Information and Signatures..............................................................18
</Table>




                                       2
<PAGE>




                    POWELL INDUSTRIES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                 (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)

<Table>
<Caption>
                                                                                                       JANUARY 31,    OCTOBER 31,
                                                                                                          2003            2002
                                                                                                       -----------    -----------
                                                                                                       (UNAUDITED)
<S>                                                                                                    <C>            <C>
ASSETS
Current Assets:
     Cash and cash equivalents .....................................................................   $    12,091    $    14,362
     Accounts receivable, less allowance for doubtful accounts of
         $1,165 and $1,209, respectively ...........................................................        70,982         69,521
     Costs and estimated earnings in excess of billings ............................................        30,050         32,828
     Inventories ...................................................................................        23,767         19,558
     Prepaid expenses and other current assets .....................................................         4,250          2,230
                                                                                                       -----------    -----------
         Total Current Assets ......................................................................       141,140        138,499

Property, plant and equipment, net .................................................................        45,610         45,020
Other assets .......................................................................................         5,447          6,124
                                                                                                       -----------    -----------
         Total Assets ..............................................................................   $   192,197    $   189,643
                                                                                                       ===========    ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
     Current maturities of long-term debt and capital lease obligations ............................   $     4,388    $     4,746
     Accounts and income taxes payable .............................................................        17,961         15,030
     Accrued salaries, bonuses and commissions .....................................................         5,897          9,774
     Billings in excess of costs and estimated earnings ............................................        15,337         13,478
     Accrued product warranty ......................................................................         2,114          2,123
     Other accrued expenses ........................................................................         6,205          6,882
                                                                                                       -----------    -----------
         Total Current Liabilities .................................................................        51,902         52,033

Long-term debt and capital lease obligations, net of current maturities ............................         7,248          7,264
Deferred compensation expense ......................................................................         1,613          1,522
Other liabilities ..................................................................................           601            617
                                                                                                       -----------    -----------
         Total Liabilities .........................................................................        61,364         61,436

Commitments and contingencies

Stockholders' Equity:
     Preferred stock, par value $.01; 5,000,000 shares authorized; none issued
     Common stock, par value $.01; 30,000,000 shares authorized; 10,985,000 and 10,979,000
         shares issued, respectively; 10,580,000 and 10,595,000 shares outstanding, respectively ...           110            110
     Additional paid-in capital ....................................................................         8,348          8,345
     Retained earnings .............................................................................       128,396        125,872
     Treasury stock, 404,875 shares and 383,920 shares respectively, at cost .......................        (3,914)        (3,925)
     Accumulated other comprehensive (loss): fair value of interest rate swap ......................           (66)           (87)
     Deferred compensation-ESOP ....................................................................        (2,041)        (2,108)
                                                                                                       -----------    -----------

         Total Stockholders' Equity ................................................................       130,833        128,207
                                                                                                       -----------    -----------

         Total Liabilities and Stockholders' Equity ................................................   $   192,197    $   189,643
                                                                                                       ===========    ===========
</Table>

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



                                       3
<PAGE>




                    POWELL INDUSTRIES, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<Table>
<Caption>
                                                                                            THREE MONTHS ENDED JANUARY 31,
                                                                                                2003            2002
                                                                                             -----------    -----------
<S>                                                                                          <C>            <C>
Revenues .................................................................................   $    71,580    $    76,487

Cost of goods sold .......................................................................        57,348         60,896
                                                                                             -----------    -----------

Gross profit .............................................................................        14,232         15,591

Selling, general and administrative expenses .............................................         9,409          9,422
                                                                                             -----------    -----------

Earnings before interest and income taxes ................................................         4,823          6,169

Interest expense .........................................................................            86            359

Interest income ..........................................................................           (92)           (54)
                                                                                             -----------    -----------

Earnings from continuing operations before income taxes and cumulative effect of
   change in accounting principle ........................................................         4,829          5,864

Income tax provision .....................................................................         1,795          2,130
                                                                                             -----------    -----------

Earnings from continuing operations before cumulative effect of change in
   accounting principle ..................................................................   $     3,034    $     3,734

Cumulative effect of change in accounting principle, net of $285 tax .....................   $      (510)   $        --
                                                                                             -----------    -----------

Net earnings .............................................................................   $     2,524    $     3,734
                                                                                             ===========    ===========

Net earnings per common share:

Basic:
   Earnings from continuing operations ...................................................   $      0.29    $      0.36
   Cumulative effect of change in accounting principle ...................................   $     (0.05)            --
                                                                                             -----------    -----------
   Net earnings ..........................................................................   $      0.24    $      0.36
                                                                                             ===========    ===========

Diluted:
   Earnings from continuing operations ...................................................   $      0.28    $      0.35
   Cumulative effect of change in accounting principle ...................................   $     (0.04)            --
                                                                                             -----------    -----------
   Net earnings ..........................................................................   $      0.24    $      0.35
                                                                                             ===========    ===========

Weighted average number of common shares outstanding .....................................        10,574         10,448
                                                                                             ===========    ===========

Weighted average number of common and common equivalent shares outstanding ...............        10,676         10,680
                                                                                             ===========    ===========
</Table>



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



                                       4
<PAGE>



                    POWELL INDUSTRIES, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                                            THREE MONTHS ENDED JANUARY 31,
                                                                                                2003            2002
                                                                                             -----------    -----------
<S>                                                                                          <C>            <C>
Operating Activities:
     Net earnings ........................................................................   $     2,524    $     3,734
     Adjustments to reconcile net earnings to net cash provided by
       operating activities:
         Cumulative effect of change in accounting principle, net of tax .................           510             --
         Depreciation and amortization ...................................................         1,267          1,173
         Loss on disposition of assets ...................................................            --             24
         Deferred income tax provision (benefit) .........................................           820           (207)
         Changes in operating assets and liabilities:
              Accounts receivable, net ...................................................        (1,461)        10,588
              Costs and estimated earnings in excess of billings .........................         2,778            579
              Inventories ................................................................        (4,209)        (1,828)
              Prepaid expenses and other current assets ..................................        (2,020)        (1,737)
              Other assets ...............................................................           (99)          (320)
              Accounts payable and income taxes payable ..................................         3,219            796
              Accrued liabilities ........................................................        (5,419)        (2,812)
              Billings in excess of costs and estimated earnings .........................         1,859          2,704
              Deferred compensation expense ..............................................           159            111
              Other liabilities ..........................................................           (12)           (13)
                                                                                             -----------    -----------
                  Net cash provided by (used in) operating activities ....................           (84)        12,792

Investing Activities:
     Purchases of property, plant and equipment ..........................................        (1,840)        (5,520)
                                                                                             -----------    -----------
                  Net cash used in investing activities ..................................        (1,840)        (5,520)
                                                                                             -----------    -----------

Financing Activities:
     Repayments of debt ..................................................................          (357)        (9,357)
     Proceeds from exercise of stock options .............................................            10            123
                                                                                             -----------    -----------
                  Net cash used in financing activities ..................................          (347)        (9,234)
                                                                                             -----------    -----------

Net decrease in cash and cash equivalents ................................................        (2,271)        (1,962)
Cash and cash equivalents at beginning of period .........................................        14,362          6,520
                                                                                             -----------    -----------

Cash and cash equivalents at end of period ...............................................   $    12,091    $     4,558
                                                                                             ===========    ===========

Supplemental disclosures of cash flow information (in thousands):

     Cash paid during the period for:
         Interest ........................................................................   $        96    $       156
                                                                                             ===========    ===========

         Income taxes ....................................................................   $       860    $        --
                                                                                             ===========    ===========

     Non-cash investing and financing activities:
         Change in fair value of interest rate swap during the period, net of $11 and
              $20 income taxes, respectively .............................................   $        21    $        35
                                                                                             ===========    ===========
</Table>


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



                                       5
<PAGE>




Part I
      Item 1


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


A. BASIS OF PRESENTATION

   The accompanying unaudited condensed consolidated financial statements have
   been prepared in accordance with the instructions to Form 10-Q. Certain
   information in the notes to the consolidated financial statements normally
   included in financial statements prepared in accordance with accounting
   principles generally accepted in the United States of America has been
   condensed or omitted pursuant to these rules and regulations. 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. 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, 2002.
   The interim period results are not necessarily indicative of the results to
   be expected for the full fiscal year.

   Effective November 1, 2002, we adopted Statement of Financial Accounting
   Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets". Under the
   new rules, goodwill and other intangible assets with indefinite useful lives
   are no longer subject to amortization. As a result, we discontinued the
   amortization of goodwill beginning November 1, 2002. Upon adoption of SFAS
   No. 142, we performed an impairment analysis to assess the fair value of our
   reporting units as compared to their carrying values. As a result of this
   analysis, we recorded an impairment charge to write-off impaired goodwill
   amounts as a cumulative effect of a change in accounting principle. For
   additional information regarding the effect of the adoption of SFAS No. 142
   and the pro forma net earnings and earnings per share for the three months
   ended January 31, 2002 as if SFAS No. 142 had been adopted as of the
   beginning of 2002, see Note F of these Notes to Condensed Consolidated
   Financial Statements.

   New Accounting Standards

   In August 2001, the Financial Accounting Standards Board ("FASB") issued
   Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for
   the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 supercedes
   SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
   Long-Lived Assets to be Disposed Of." SFAS No. 144 establishes a single
   accounting model for long-lived assets to be disposed of by sale and requires
   that those long-lived assets be measured at the lower of carrying amount or
   fair value less cost to sell, whether reported in continuing operations or in
   discontinued operations. We adopted SFAS No. 144 on November 1, 2002. The
   adoption of SFAS No. 144 did not have a material impact on our financial
   statements.

   In April 2002, the FASB issued SFAS No. 145 "Rescission of FASB Statements
   No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical
   Corrections." This statement rescinds SFAS No. 4, "Reporting Gains and Losses
   from Extinguishment of Debt," and an amendment of that statement, SFAS No.
   44, "Accounting for Intangible Assets of Motor Carriers," and SFAS No. 64,
   "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements". This
   statement amends SFAS No. 13, "Accounting for Leases," to eliminate
   inconsistencies between the required accounting for sale-leaseback
   transactions and the required accounting for certain lease modifications that
   have economic effects that are similar to sale-leaseback transactions. Also,
   this statement amends other existing authoritative pronouncements to make
   various technical corrections, clarify meanings, or describe their
   applicability under changed conditions. Provisions of SFAS No. 145 related to
   the rescission of SFAS No. 4 were effective for the Company on November 1,
   2002 and provisions affecting SFAS No. 13 were effective for transactions
   occurring after May 15, 2002. The adoption of SFAS No. 145 did not have a
   material impact on our financial statements.

   In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
   with Exit or Disposal Activities." This statement covers restructuring type
   activities beginning with plans initiated after December 31, 2002. Activities
   covered by this standard that are entered into after that date will be
   recorded in accordance with the provisions of SFAS No. 146. We have adopted
   SFAS No. 146 and there has been no impact on our consolidated financial
   position or results of operations.

   In November 2002, the FASB issued FASB Interpretation No. 45 "Guarantor's
   Accounting and Disclosure Requirements for Guarantees, Including Indirect
   Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 requires that upon
   issuance of a



                                       6
<PAGE>



   guarantee, a guarantor must recognize a liability for the fair value of the
   obligation assumed under the guarantee. FIN 45 also requires additional
   disclosures about guarantees in the interim and annual financial statements.
   The provisions of FIN 45 related to initial recognition and measurement of
   guarantee agreements were effective for any guarantees issued or modified
   after December 31, 2002. The adoption of these recognition and measurement
   provisions did not have any impact on our consolidated financial position or
   results of operations. In accordance with the disclosure provisions of FIN
   45, we have included in Note C a reconciliation of the changes in our product
   warranty liability for the three months ended January 31, 2003 and 2002. We
   provide for estimated warranty costs at the time of sale based upon
   historical experience rates. Our products contain warranties for parts and
   service for the earlier of 18 months from the date of shipment or 12 months
   from the date of initial operations.

   In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
   Compensation-Transition and Disclosure, an amendment of FASB Statement No.
   123." This statement provides alternative methods of transition for a
   voluntary change in the method of accounting for stock-based employee
   compensation to the fair value method. The statement also amends the
   disclosure requirements of SFAS No. 123, "Accounting for Stock-Based
   Compensation." Under SFAS No. 148, annual and interim financial statements
   are required to have prominent disclosures about the method of accounting for
   stock-based employee compensation and the effect of the method used on
   reported results. These disclosure requirements are effective for our second
   quarter 2003 10-Q.


B. EARNINGS PER SHARE

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

<Table>
<Caption>
                                                                                  Three Months Ended January 31,
                                                                                       2003           2002
                                                                                   -----------    -----------
<S>                                                                                <C>            <C>
Numerator:
    Net earnings from continuing operations available to common
       stockholders ............................................................   $     3,034    $     3,734
    Cumulative effect of change in accounting principle ........................          (510)            --
                                                                                   -----------    -----------

    Net earnings available to common stockholders ..............................   $     2,524    $     3,734
                                                                                   ===========    ===========

Denominator:
    Denominator for basic earnings per share-weighted average shares ...........        10,574         10,448
    Dilutive effect of stock options ...........................................           102            232
                                                                                   -----------    -----------
    Denominator for diluted earnings per share-adjusted weighted average
      shares with assumed conversions ..........................................        10,676         10,680
                                                                                   ===========    ===========

Basic earnings per share:
    From continuing operations .................................................   $      0.29    $      0.36
    Cumulative effect of change in accounting principle ........................         (0.05)            --
                                                                                   -----------    -----------

    Net earnings per share .....................................................   $      0.24    $      0.36
                                                                                   ===========    ===========

Diluted earnings per share:
    From continuing operations .................................................   $      0.28    $      0.35
    Cumulative effect of change in accounting principle ........................         (0.04)            --
                                                                                   -----------    -----------

    Net earnings per share .....................................................   $      0.24    $      0.35
                                                                                   ===========    ===========
</Table>


   For the quarters ended January 31, 2003 and 2002 outstanding stock options of
   381 thousand and none respectively, were excluded from the computation of
   diluted earnings per share because the options' exercise prices were greater
   than the average market price of the common stock.




                                       7
<PAGE>



C. DETAIL OF CERTAIN BALANCE SHEET ACCOUNTS

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

<Table>
<Caption>
                                                                                              Three Months Ended January 31,
                                                                                                   2003           2002
                                                                                                -----------    -----------
<S>                                                                                             <C>            <C>
        Balance at beginning of period ......................................................   $     1,209    $       551
        Adjustments to the reserve ..........................................................           (42)            22
        Deductions for uncollectible accounts written off, net of recoveries ................            (2)           (72)
                                                                                                -----------    -----------
        Balance at end of period ............................................................   $     1,165    $       501
                                                                                                ===========    ===========
</Table>

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

<Table>
<Caption>
                                                                                              Three Months Ended January 31,
                                                                                                   2003           2002
                                                                                                -----------    -----------
<S>                                                                                             <C>            <C>
        Balance at beginning of period ......................................................   $     2,123    $     1,860
        Adjustments to the reserve ..........................................................           524            692
        Deductions for uncollectible accounts written off, net of recoveries ................          (533)          (423)
                                                                                                -----------    -----------
        Balance at end of period ............................................................   $     2,114    $     2,129
                                                                                                ===========    ===========
</Table>

   The components of inventories are summarized below (in thousands):

<Table>
<Caption>
                                                                                                January 31,   October 31,
                                                                                                    2003         2002
                                                                                                -----------   -----------
<S>                                                                                             <C>           <C>
        Raw materials, parts and subassemblies ..............................................   $    17,771   $    14,111
        Work-in-process .....................................................................         5,996         5,447
                                                                                                -----------   -----------
            Total inventories ...............................................................   $    23,767   $    19,558
                                                                                                ===========   ===========
</Table>

   Property, plant and equipment is summarized below (in thousands):

<Table>
<Caption>
                                                                                                January 31,    October 31,
                                                                                                   2003           2002
                                                                                                -----------    -----------
<S>                                                                                             <C>            <C>
        Land ................................................................................   $     5,073    $     5,093
        Buildings and improvements ..........................................................        37,056         35,791
        Machinery and equipment .............................................................        38,480         37,191
        Furniture & fixtures ................................................................         3,012          3,012
        Construction in process .............................................................         5,769          6,463
                                                                                                -----------    -----------
                                                                                                     89,390         87,550
        Less-accumulated depreciation .......................................................       (43,780)       (42,530)
                                                                                                -----------    -----------
        Total property, plant and equipment, net ............................................   $    45,610    $    45,020
                                                                                                ===========    ===========
</Table>

   The components of costs and estimated earnings in excess of billings (in
thousands):

<Table>
<Caption>
                                                                                                January 31,    October 31,
                                                                                                   2003           2002
                                                                                                -----------    -----------
<S>                                                                                             <C>            <C>
        Costs and estimated earnings ........................................................   $   181,880    $   190,106
        Progress billings ...................................................................      (151,830)      (157,278)
                                                                                                -----------    -----------
            Total costs and estimated earnings in excess of billings ........................   $    30,050    $    32,828
                                                                                                ===========    ===========
</Table>

   The components of billings in excess of costs and estimated earnings (in
thousands):

<Table>
<Caption>
                                                                                                January 31,    October 31,
                                                                                                   2003           2002
                                                                                                -----------    -----------
<S>                                                                                             <C>            <C>
        Progress billings ...................................................................   $    44,271    $   131,840
        Costs and estimated earnings ........................................................       (28,934)      (118,362)
                                                                                                -----------    -----------
            Total billings in excess of costs and estimated earnings ........................   $    15,337    $    13,478
                                                                                                ===========    ===========
</Table>



                                       8
<PAGE>



D. COMPREHENSIVE INCOME

   We adopted SFAS No. 133 as amended on November 1, 2000. Accordingly, at that
   time, we recorded the fair value of our interest rate swap agreement which is
   used as a cash flow hedge in the management of interest rate exposure. We
   realized this amount as a component of comprehensive income (loss). Our
   comprehensive income (loss), which encompasses net income and the change in
   fair value of hedge instruments, is as follows (in thousands):

<Table>
<Caption>
                                                                                             Three Months Ended January 31,
                                                                                                   2003          2002
                                                                                                -----------   -----------
<S>                                                                                             <C>           <C>
        Net income ..........................................................................   $     2,524   $     3,734
        Change in fair value of hedge instrument ............................................            21            35
                                                                                                -----------   -----------
        Comprehensive income ................................................................   $     2,545   $     3,769
                                                                                                ===========   ===========
</Table>

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.

   Our "Electrical Power Products" segment serves the electrical utility and
   various industrial markets with equipment and systems. Electrical Power
   Products was previously reported as two separate segments: "Switchgear" and
   "Bus Duct". Because these segments share basic characteristics, including
   common raw materials, engineering techniques and manufacturing processes, and
   operate in the same competitive environment with substantially similar
   general economic and industrial conditions, we determined that reporting the
   business activities of Switchgear and Bus Duct products as one segment -
   "Electrical Power Products" - more accurately reflects our business
   operations. Historically, we reported our "Electrical Power Products" segment
   as two segments principally as a reflection of our organizational structure.
   The three months ended January 31, 2002 have been restated to conform to the
   new segment structure.

   The tables below reflect certain information relating to our operations by
   segment. Substantially 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, 2002. For purposes
   of this presentation, all general corporate expenses have been allocated
   among operating segments based primarily on revenues. In addition, the
   corporate assets are mainly cash and cash equivalents transferred to the
   corporate office from the segments.

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

<Table>
<Caption>
                                                                                                Three Months Ended January 31,
                                                                                                    2003          2002
                                                                                                -----------   -----------
<S>                                                                                             <C>           <C>
        Revenues
           Electrical Power Products ........................................................   $    65,561   $    71,127
           Process Control Systems ..........................................................         6,019         5,360
                                                                                                -----------   -----------
           Total Revenues ...................................................................   $    71,580   $    76,487
                                                                                                ===========   ===========

        Earnings from continuing operations before income taxes and cumulative
         effect of change in accounting principle
           Electrical Power Products ........................................................   $     4,614   $     5,642
           Process Control Systems ..........................................................           215           222
                                                                                                -----------   -----------
           Total earnings from continuing operations before income taxes and
            cumulative effect of change in accounting principle .............................   $     4,829   $     5,864
                                                                                                ===========   ===========

</Table>

<Table>
<Caption>

                                                                                                January 31,   October 31,
                                                                                                   2003          2002
                                                                                                -----------   -----------
<S>                                                                                             <C>           <C>
        Assets
           Electrical Power Products ........................................................   $   161,346   $   156,584
           Process Control Systems ..........................................................        14,218        14,937
           Corporate ........................................................................        16,633        18,122
                                                                                                -----------   -----------
           Total Assets .....................................................................   $   192,197   $   189,643
                                                                                                ===========   ===========
</Table>



                                       9
<PAGE>


F. GOODWILL AND OTHER INTANGIBLE ASSETS

   Effective November 1, 2002, we adopted Statement of Financial Accounting
   Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets". Under the
   new rules, goodwill and other intangible assets with indefinite useful lives
   are no longer subject to amortization. As a result, we discontinued the
   amortization of goodwill beginning November 1, 2002, and the first quarter
   2003 results were favorably impacted by this reduction in amortization
   expense by $23 thousand, net of $13 thousand taxes, or less than $0.01 per
   common share. The statement requires a test for impairment to be performed
   annually, or immediately if conditions indicate that impairment could exist.
   Intangible assets with definite useful lives will continue to be amortized
   over their estimated useful lives.

   We estimated the fair value of our reporting units using a present value
   method that discounted estimated future cash flows. The cash flow estimates
   incorporated assumptions on future cash flow growth, terminal values and
   discount rates. Because the fair value of some reporting units was below
   their carrying value, application of SFAS No. 142 required us to complete the
   second step of the goodwill impairment test and compare the implied fair
   value of each reporting unit's goodwill with the carrying value. As a result
   of completing the impairment test, we recorded an impairment charge of $510
   thousand, net of $285 thousand taxes, to write-off the impaired goodwill
   amounts as a cumulative effect of a change in accounting principle. We
   recorded an impairment charge of $380 thousand, net of $214 thousand taxes,
   in our Process Control Systems segment. In our Electrical Power Products
   segment, we recorded an impairment charge of $130 thousand, net of $71
   thousand taxes.

   The following pro forma information is presented to reflect the net earnings
   and net earnings per share to exclude amortization of goodwill for the three
   month period ended January 31, 2002, as if SFAS No. 142 had been adopted as
   of the beginning of that year (in thousands, except per share data):

<Table>
<Caption>
                                                                                              Three Months Ended January 31,
                                                                                                   2003           2002
                                                                                                -----------    -----------
<S>                                                                                             <C>            <C>
        Earnings from continuing operations before cumulative effect of change in
            accounting principle ............................................................   $     3,034    $     3,734
        Cumulative effect of change in accounting principle .................................          (510)            --
                                                                                                -----------    -----------
        Reported net income .................................................................         2,524          3,734
        Addback:  Amortization of goodwill, net of $13 taxes ................................            --             23
                                                                                                -----------    -----------
        Adjusted net earnings ...............................................................   $     2,524    $     3,757
                                                                                                ===========    ===========

        Basic earnings per share:
            Net earnings per share - as reported ............................................   $      0.24    $      0.36
            Amortization of goodwill ........................................................            --             --
               Adjusted net earnings ........................................................          0.24           0.36
        Diluted earnings per share:
            Net earnings per share - as reported ............................................   $      0.24    $      0.35
            Amortization of goodwill ........................................................            --             --
               Adjusted net earnings ........................................................          0.24           0.35
</Table>

   A summary of goodwill and other intangible assets follows:

<Table>
<Caption>
                                                                                January 31, 2003             October 31, 2002
                                                                           ---------------------------  ---------------------------
                                                                            Historical    Accumulated    Historical    Accumulated
                                                                               Cost       Amortization      Cost       Amortization
                                                                           ------------   ------------  ------------   ------------
<S>                                                                        <C>            <C>           <C>            <C>
        Goodwill ........................................................  $        304   $        181  $      2,133   $      1,215

        Intangible assets subject to amortization:
            Deferred loan costs .........................................           233             15           233             12
            Patents and Trademarks ......................................           837            458           837            444
</Table>

   The above intangible 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, 2003 was $17,000.




                                       10
<PAGE>



G. 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 $11.9 million as of January 31, 2003. We
   also had performance bonds totaling approximately $152.6 million that were
   outstanding at January 31, 2003.

   The Company is a partner in a 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. Part of the follow-on
   contractor's claim contains unsubstantiated allegations that such 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. 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. Although
   an unfavorable outcome to the follow-on contractor's claim could have a
   material adverse effect on the Company's financial condition, results of
   operations, and cash flows, the Company believes that an unfavorable outcome
   with respect to these matters, under the circumstances and on the basis of
   the information now available, is unlikely.



                                       11
<PAGE>



Part I
  Item 2

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                         FINANCIAL CONDITION AND RESULTS
                                  OF OPERATIONS

The following discussion 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.

RESULTS OF OPERATIONS

Revenue and Gross Profit

Revenues decreased 6% to $71.6 million in the first quarter of fiscal 2003 as
compared to the first quarter of fiscal year 2002. Our Electrical Power Products
segment recorded revenues in the quarter of $65.6 million compared to $71.1
million in the same quarter last year. This decrease in revenues was primarily
due to lower net investments in electrical products by the power generation
market. In addition, during the first quarter of 2003, we received requests for
delayed shipments by several key customers, some of which impacted projects in
production and halted work in process. Revenues in our Process Control Systems
segment were $6.0 million compared to $5.4 million in first quarter 2002.
Increased billable hours and costs incurred on percentage of completion projects
during the quarter resulted in higher revenue recognition for this segment as
compared to the same quarter of the previous year.

International revenues increased 68% in the first quarter 2003 to $9.6 million
from $5.7 million in the same quarter of the prior year. Revenues outside of the
United States accounted for 13% of consolidated revenues in the first quarter of
fiscal 2003 compared to 7% in the same period last year. Worldwide investments
in oil and gas production facilities have strengthened our export sales.

Gross profit as a percentage of revenues during the first quarter of 2003
decreased to 19.9% from 20.4% in the first quarter of 2002. The gross profit was
adversely impacted by the incremental production costs associated with the
disruptions caused by requests for delayed shipments. As a result of the
depressed market, competitive pricing has also begun to affect gross profit.

Operating Expenses

Selling, general and administrative expenses, including research and development
expenditures, were $9.4 million (13.1% of revenues) in the first quarter of 2003
compared to $9.4 million (12.3% of revenues) in the first quarter of fiscal
2002. As volumes decreased in the first quarter of 2003, our expenditures
remained constant. As a result, the ratio of selling, general, and
administrative expenses to revenues increased.

Interest Income and Expense

During the first quarter of 2003, we incurred $86 thousand in interest expense
on our term debt and outstanding industrial revenue bonds. The reduction in
interest expense from the $359 thousand incurred for the quarter ended January
31, 2002 is due to lower levels of debt. In addition, during the first quarter
of 2002, estimates of variable interest expense were recorded which required an
adjustment in the third quarter of 2002 as the estimates of variable interest
expense were higher than actual interest incurred.

Interest income increased by $38 thousand to $92 thousand for the first quarter
2003 compared to the same period of the previous year. The lower interest rate
environment has been offset by our higher level of invested funds during 2003.

Provision for Income Taxes

Our provision for income taxes reflects an effective income tax rate on earnings
before income taxes of 37.2% in the first quarter of fiscal 2003 compared to
36.3% in the first quarter of fiscal 2002. The increase in our effective tax
rate is primarily a result of incremental increases in our federal tax rate
compared to the previous year as well as higher state taxes.



                                       12
<PAGE>



Net Earnings from continuing operations before cumulative effect of change in
accounting principle

Net earnings from continuing operations before cumulative effect of change in
accounting principle was $3.0 million, or $.28 per diluted share, in the first
quarter of fiscal year 2003 compared to $3.7 million, or $.35 per diluted share
in the first quarter of fiscal year 2002. Declines in business volume resulted
in earnings weakening in the first quarter of fiscal 2003 versus the first
quarter of fiscal 2002.

Cumulative effect of change in accounting principle

As a result of the adoption of Statement of Financial Accounting Standards
("SFAS") No. 142, "Goodwill and Other Intangible Assets", we recorded a goodwill
impairment loss of $510 thousand, net of $285 thousand taxes, as a cumulative
effect of a change in accounting principle during the first quarter of 2003. The
goodwill impairment charge accounted for a loss of $0.04 per diluted share.

Net Earnings

Net earnings were $2.5 million, or $.24 per diluted share, in the first quarter
of fiscal year 2003 compared to $3.7 million, or $.35 per diluted share in the
first quarter of fiscal year 2002. A decline in business volume and lower gross
profits resulted in earnings weakening in the first quarter of fiscal 2003 along
with the goodwill impairment charge versus the first quarter of fiscal 2002.

Backlog

The order backlog on January 31, 2003, was $168.5 million, compared to $189.4
million at fiscal year end 2002 and $213.3 million at the end of the first
quarter one year ago. New orders placed during the first quarter totaled $50.7
million versus $49.3 million in our fourth quarter 2002 and $80.9 million for
the same period last year.

LIQUIDITY AND CAPITAL RESOURCES

We have maintained a strong liquidity position. Working capital was $89.2
million at January 31, 2003 compared to $86.5 million at October 31, 2002. As of
January 31, 2003, current assets exceeded current liabilities by 2.7 times and
our debt to capitalization ratio was less than 0.1 to 1.

As of January 31, 2003, we had cash and cash equivalents of $12.1 million, a
slight decrease from year end 2002. Long-term debt, including current
maturities, totaled $11.6 million at January 31, 2003 compared to $12.0 million
at October 31, 2002. In addition to our long-term debt, we have a $25.0 million
revolving credit agreement expiring February 2005. As of January 31, 2003, there
were no borrowings under this line of credit.

Operating Activities

Operating activities used $84 thousand in the first quarter of fiscal 2003. A
net increase in operating assets and liabilities used $5.2 million. This use of
cash was offset by net earnings adjusted for non-cash costs such as
depreciation, amortization and the cumulative effect of a change in accounting
principle. For the three months ended January 31, 2002, operating activities
provided $12.8 million. The primary difference between the periods is due to the
use of cash during the first quarter of 2003 from increases in operating assets
such as accounts receivable and inventories.

Investing Activities

Cash used for the purchase of property, plant and equipment during the first
quarter of fiscal 2003 was $1.8 million, as compared to $5.5 million in the
first quarter fiscal 2002. The majority of our first quarter 2003 capital
expenditures were to increase our manufacturing capabilities available for the
manufacture of electrical power control modules. These modules are provided to
the oil and gas industry for use on offshore platforms. During 2002, we
completed a new facility in Northlake, IL for the manufacture of our isolated
phase bus duct product line. The expansion of our North Canton, OH facility,
which is used in the manufacture of electrical power products, was also
completed. These expansions during 2002, as well as capital expenditures to
support process improvements throughout our manufacturing operations, accounted
for the increased capital expenditures in the first quarter 2002.

Financing Activities



                                       13
<PAGE>



Financing activities used $0.3 million in fiscal 2002. Approximately $0.4
million was used for net repayments on our long-term debt. Other financing
activities were limited to the exercise of stock options. Net cash used in
financing activities for the three months ended January 31, 2002 was $9.2
million. The decrease in cash used in financing activities during the first
quarter 2003 as compared to the same period in 2002 is due to lower levels of
debt during 2003.



                                       14
<PAGE>



OUTLOOK FOR FISCAL 2003

Due to the current economic environment and the outlook for the markets we
serve, we anticipate consolidated revenues to decline in 2003. We anticipate new
investments in oil and gas facilities to strengthen our export sales during the
coming year. However, additional investments in power generation facilities have
already begun to soften in 2003.

For the second quarter of 2003, we expect earnings from continuing operations to
range between $0.21 and $0.26 per diluted share. For the fiscal year 2003, we
expect earnings from continuing operations to range between $1.05 and $1.15 per
diluted share. Fiscal year 2003 revenue is expected to range between $250
million and $265 million.

We will continue to invest in our manufacturing capabilities and expect capital
expenditures during fiscal year 2003 to range between $5.0 million and $8.0
million. Of this amount, approximately $4.0 million will be needed to complete a
project to increase our manufacturing capacity available for the manufacture of
electrical power control modules. This project was initiated during 2002 and
will be completed in 2003.

As a result of our internal operating efficiencies, cost containment, and low
levels of debt, we anticipate that our cash position will continue to grow
during 2003. We believe that working capital, borrowing capabilities, and funds
generated from operations should be sufficient to finance anticipated
operational activities, capital improvements, debt repayment and possible future
acquisitions for the foreseeable future.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

Revenue Recognition

We recognize revenues from product sales upon transfer of title at the time of
shipment or delivery according to terms of the contract, when all significant
contractual obligations have been satisfied, the price is fixed or determinable,
and collectibility is reasonably assured. Contract revenues are recognized on a
percentage-of-completion basis primarily using the ratio of labor dollars or
hours incurred to date to total estimated labor dollars or hours to measure the
stage of completion. Contract costs include direct material and labor, and
certain indirect costs. Revenues are not recognized on change orders until
customer approval is obtained. Provisions for total estimated losses on
uncompleted contracts are recorded in the period in which such losses are
estimable. Conditions such as changes in job performance, job conditions,
estimated contract costs and profitability may result in revisions to original
assumptions in the period in which the change becomes evident. Thus, actual
results could differ from original assumptions, resulting in a different outcome
for profits or losses than anticipated.



                                       15
<PAGE>



Part 1
     Item 3

           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

We manage our exposure to changes in interest rates by optimizing the use of
variable and fixed rate debt and an interest rate hedge. A 1.0% increase in
interest rates would result in an annual increase in interest expense of less
than $100 thousand. We believe that changes in interest rates will not have a
material near-term impact on our future earnings or cash flows.

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



                                       16
<PAGE>



Part 1
     Item 4

                             CONTROLS AND PROCEDURES

Our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") have
evaluated the effectiveness of our disclosure controls and procedures (as
defined in Rules 13a-4(c) and 15d-14(c) of the Securities Exchange Act of 1934,
as amended) as of a date ("Evaluation Date") within 90 days prior to the filing
date of this quarterly report. Based on such evaluation, our CEO and CFO have
each concluded that as of the Evaluation Date, 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.
There were no significant changes in our internal controls or in other factors
that could significantly affect the internal controls subsequent to the
Evaluation Date.





                                       17
<PAGE>





Part II


                                OTHER INFORMATION

     ITEM 1.      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 position of results of operations of the Company.

     ITEM 2.      Changes in Securities and Use of Proceeds

                  None

     ITEM 3.      Defaults Upon Senior Securities

                  Not applicable

     ITEM 4.      Submission of Matters to a Vote of Security Holders

                  None

     ITEM 5.      Other Information

                  None

     ITEM 6.      Exhibits and Reports on Form 8-K

                  a. Exhibits

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

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

                  b. Reports on Form 8-K

                    None



                                       18
<PAGE>



                                   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 4, 2003                        /s/ THOMAS W. POWELL
-------------                        ------------------------------------------
Date                                 Thomas W. Powell
                                     President and Chief Executive Officer
                                     (Principal Executive Officer)




March 4, 2003                        /s/ DON R. MADISON
-------------                        ------------------------------------------
Date                                 Don R. Madison
                                     Vice President and Chief Financial Officer
                                     (Principal Financial Officer)



                                       19
<PAGE>



                                  CERTIFICATION

I, Thomas W. Powell, certify that:

      1. I have reviewed this quarterly report on Form 10-Q of Powell
         Industries, Inc.;

      2. Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

      3. Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;

      4. The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

         a) designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this
            quarterly report is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

         c) presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

      5. The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent function):

         a) all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

         b) any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

      6. The registrant's other certifying officer and I have indicated in this
         quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.


                                         Date:  March 4, 2003

                                         /s/ THOMAS W. POWELL
                                         ---------------------------------------
                                         Thomas W. Powell,
                                         President and Chief Executive Officer
                                         (Principal Executive Officer)



                                       20
<PAGE>



                                  CERTIFICATION

I, Don R. Madison, certify that:

      1. I have reviewed this quarterly report on Form 10-Q of Powell
         Industries, Inc.;

      2. Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

      3. Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;

      4. The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         have:

         a) designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this
            quarterly report is being prepared;

         b) evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

         c) presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

      5. The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation, to the registrant's auditors and the
         audit committee of registrant's board of directors (or persons
         performing the equivalent function):

         a) all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

         b) any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

      6. The registrant's other certifying officer and I have indicated in this
         quarterly report whether or not there were significant changes in
         internal controls or in other factors that could significantly affect
         internal controls subsequent to the date of our most recent evaluation,
         including any corrective actions with regard to significant
         deficiencies and material weaknesses.


                                   Date:  March 4, 2003

                                   /s/ DON R. MADISON
                                   ---------------------------------------------
                                   Don R. Madison
                                   Vice President and Chief Financial Officer
                                   (Principal Financial and Accounting Officer)





                                       21
<PAGE>


                                  EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT
NUMBER            DESCRIPTION
-------           -----------
<S>               <C>
 99.1             -Certification Pursuant to Section 18 U.S.C. Section 1350, as
                   Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                   2002.

99.2              -Certification Pursuant to Section 18 U.S.C. Section 1350, as
                   Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                   2002.
</Table>