Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Godfrey Brad W
2. Date of Event Requiring Statement (Month/Day/Year)
02/02/2005
3. Issuer Name and Ticker or Trading Symbol
POWER ONE INC [PWER]
(Last)
(First)
(Middle)
740 CALLE PLANO
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President-CAPS Division
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

CAMARILLO, CA 93012
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 525,933
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option 1278-10/1/01 10/01/2004(1) 10/01/2011 Common Stock 105,000 $ 5.77 D  
Employee Stock Option 1691-10/1/01 10/01/2002(2) 10/01/2011 Common Stock 40,000 $ 5.77 D  
Employee Stock Option 2257-1/8/03 01/08/2004(3) 01/08/2013 Common Stock 40,000 $ 6.02 D  
Employee Stock Option 2523-12/9/03 12/09/2004(4) 12/09/2013 Common Stock 30,000 $ 8.92 D  
Employee Stock Option 285-10/23/98 06/16/2000(5) 10/23/2008 Common Stock 108,000 $ 2.05 D  
Employee Stock Option 6-4/1/96 04/01/1998(6) 04/01/2006 Common Stock 135,000 $ 0.34 D  
Employee Stock Option 798-4/17/00 04/17/2001(7) 04/17/2010 Common Stock 105,000 $ 20.88 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Godfrey Brad W
740 CALLE PLANO
CAMARILLO, CA 93012
      President-CAPS Division  

Signatures

By: Randall H. Holliday, Attorney-in-Fact for 02/08/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Exercisable on 10/1/04.
(2) For the noted grant, dated 10/1/01, 25% of shares vest on each anniversary of the date of grant, until the fourth anniversary of the date of grant, at which time all shares will be fully vested and exercisable.
(3) For the noted grant, dated 1/8/03, 25% of shares vest on each anniversary of the date of grant, until the fourth anniversary of the date of grant, at which time all shares will be fully vested and exercisable.
(4) For the noted grant, dated 12/9/03, 25% of shares vest on each anniversary of the date of grant, until the fourth anniversary of the date of grant, at which time all shares will be fully vested and exercisable.
(5) Exercisable as follows: 20% on each of 6/16/00, 6/16/03 and 6/16/04, 30% on 6/16/01 and 10% on 6/16/02.
(6) Exercisable as follows: 20% on 4/1/98, 10% on 4/1/99, 30% on 4/1/00 and 40% on 4/1/01.
(7) For the noted grant, dated 4/17/00, 25% of shares vest on each anniversary of the date of grant, until the fourth anniversary of the date of grant, at which time all shares will be fully vested and exercisable.

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