FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

POWELL THOMAS W
2. Issuer Name and Ticker or Trading Symbol

POWELL INDUSTRIES INC [ POWL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

8550 MOSLEY ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

2/20/2019
(Street)

HOUSTON, TX 77075
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

2/22/2019 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   2/20/2019   2/20/2019   A    1000   (1) A $0.01   713476   D    
Common Stock   2/20/2019   2/20/2019   A    1000   (2) A $0.01   714476   (3) D    
Common Stock                  1798628   (4) I   Held in TWP Holdings  
Common Stock                  26605   (4) I   Held in TWP Trust  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  Common stock granted under the Company's Non-Employee Director Equity Incentive Plan.
(2)  Restricted common stock granted under the Company's Non-Employee Director Equity Incentive Plan that vests on the earlier of the first anniversary from the date of the grant or the Company's 2020 Annual Stockholder Meeting.
(3)  Includes shares of restricted common stock granted under the Company's Non-Employee Director Equity Incentive Plan that vests on the earlier of the first anniversary from the date of the grant or the Company's 2020 Annual Stockholder Meeting.
(4)  The reporting person is filing this amendment to correct an error for indirect shares held which were inadvertently omitted in previous filing.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
POWELL THOMAS W
8550 MOSLEY ROAD
HOUSTON, TX 77075
X X


Signatures
Michael W. Metcalf, Power of Attorney for Thomas W. Powell 6/7/2019
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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