EXHIBIT 31.2**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 report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statements made, inlight of the circumstances under which such statements were made, not misleading withrespect to the period covered by this report;  3. Based on my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, theperiods presented in this report;  4. The registrant’s other certifying officer and I are responsible for establishingand maintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) designed such disclosure controls and procedures, or caused suchdisclosure controls and procedures to be designed under our supervision, to ensurethat material information relating to the registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;  b) designed such internal over financial reporting, or caused such internalcontrol over financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;  c) evaluated the effectiveness of the registrant’s disclosure controls andprocedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and  d) disclosed in this report any change in the registrant’s internal controlover financial reporting (as defined in Exchange Act Rules 13-15(f) and 15d-15(f))that occurred during the registrant’s most recent fiscal quarter (the registrant’sfourth fiscal quarter in the case of an annual report) that has materially affected,or is reasonably likely to materially affect, the registrant’s internal control overfinancial reporting, and 5. The registrant’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s board of directors (or personsperforming the equivalent functions): a) all significant deficiencies and material weaknesses in the design oroperation of internal control over financial reporting which are reasonably likelyto adversely affect the registrant’s ability to record, process, summarize andreport financial information; and  b) any fraud, whether or not material, that involves management or otheremployees who have a significant role in the registrant’s internal control overfinancial reporting.       Date: March 9, 2006               /s/ DON R. MADISON         Don R. Madison    Vice President and Chief Financial Officer    (Principal Financial and Accounting Officer)  
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