SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

HILLENBRAND W AUGUST

(Last)

(First)

(Middle)

700 STATE ROUTE 46E

(Street)

BATESVILLE

47006

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
HILLENBRAND INDUSTRIES INC [ HB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/01/2005		S⁽⁷⁾		11,714	D	$55.0025	332,429	D
Common Stock								110,851	I	By Spouse's GRAT⁽⁶⁾
Common Stock								272,443	I	By GRATs
Common Stock								1,532,910	I	By Trusts
Common Stock								302,575	I	By Limited Partnership⁽⁸⁾
Common Stock								154,584	I	By Spouse as Co-Trustee⁽⁶⁾
Common Stock								442,000	I	Co-Trustee
Common Stock								37,407	I	By Trusts for Grandchildren
Common Stock								49,304	I	By Family LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units (Restricted)	⁽¹⁾	03/31/2005		A⁽²⁾		4		⁽⁴⁾	⁽⁴⁾	Common Stock	4	$55.47	730	D
Restricted Stock Units (i.e. Deferred Stock Award) 2/13/04	⁽¹⁾	03/31/2005		A⁽⁵⁾		7		02/14/2005⁽³⁾	⁽³⁾	Common Stock	7	$55.47	1,434	D
Restricted Stock Units (i.e. Deferred Stock Award) 2/11/05	⁽¹⁾	03/31/2005		A⁽⁵⁾		9		02/12/2006⁽³⁾	⁽³⁾	Common Stock	9	$55.47	1,809	D

Explanation of Responses:

1. Conversion or Exercise Price of Derivative Security is 1-for-1.

2. Phantom stock units are entitled to dividend equivalent rights, which accrue on dividend record dates.

3. These stock units shall vest on the later of the date indicated, or the six-month anniversary of the date that the Director ceases to be a member of the Board of Directors of the Corporation.

4. A portion of these stock units will automatically be converted into shares of common stock on 1/3/2005 and the remainder will be converted on 1/2/06.

5. Restricted Stock units are entitled to dividend equivalent rights, which accrue on dividend record dates.

6. The reporting person disclaims beneficial ownership of these securities.

7. These shares were sold pursuant to a 10(b)5 Plan previously executed by the Insider.

8. The Reporting Person is only a limited partner and he disclaims beneficial ownership of the securities held by the limited partnership except to the extent of his pecuniary interest.

	W August Hillenbrand	04/01/2005
	** 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).
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