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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 16, 2004

HILLENBRAND INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)
         
Indiana
(State or other jurisdiction
of incorporation) 		  1-6651
(Commission
File Number) 		  35-1160484
(IRS Employer
Identification No.)
     
700 State Route 46 East
Batesville, Indiana
(Address of principal executive offices) 		  47006-8835
(Zip Code)

Registrant’s telephone number, including area code: (812) 934-7000

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     
[   ]
  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
    
[   ]
  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
    
[   ]
  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
    
[   ]
  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 7.01.    REGULATION FD DISCLOSURE.

     On September 16, 2004, the Company announced revised earnings per share guidance for the year ended September 30, 2004. The Company also announced a restructuring intended to strengthen the financial position of its Hill-Rom unit, which will result in a fourth quarter charge of $7 million. This announcement is more fully described in the press release filed as Exhibit 99 to this Current Report on Form 8-K. The contents of such Exhibit are incorporated herein by reference.

     The earnings guidance is intended to be furnished under Item 7.01. “Regulation FD Disclosure” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.

     (c)     Exhibit.

     
99
  Press release dated September 16, 2004 issued by the Company related to the restructuring charge.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

         
  HILLENBRAND INDUSTRIES, INC.
 		  
 
DATE: September 17, 2004  By:   /S/ Scott K. Sorensen    
    Scott K. Sorensen   
    Vice President and
Chief Financial Officer 		  
 
         
     
DATE: September 17, 2004  By:   /S/ Gregory N. Miller    
    Gregory N. Miller   
    Vice President – Controller and
Chief Accounting Officer 		  

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EXHIBIT INDEX

     
Exhibit Number
   Exhibit Description
99
  Press release dated September 16, 2004 issued by the Company.

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