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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
HILLENBRAND W AUGUST
  2. Issuer Name and Ticker or Trading Symbol
Hillenbrand, Inc. [HI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
B - 300 WINDING WAY SUITE 200
3. Date of Earliest Transaction (Month/Day/Year)
12/08/2008
(Street)

BATESVILLE, IN 47006
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock               9,056 D  
Common Stock               81,626 I By GRATs
Common Stock               45,373 I By Spouse's GRAT
Common Stock               71,773 I By Family LLC (2)
Common Stock 12/08/2008   S(1)   311,333 D $ 16.06 643,187 I By Trusts (2)
Common Stock               37,407 I By Trusts for Grandchildren (2)
Common Stock               8,222 I By W August Hillenbrand 2003 Option GRAT
Common Stock               237,958 I By May 1, 2008 GRAT

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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 Underlying Securities
(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

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HILLENBRAND W AUGUST
B - 300 WINDING WAY SUITE 200
BATESVILLE, IN 47006
  X      

Signatures

 Carol A. Roell As Attorney-In-Fact for W August Hillenbrand   12/10/2008
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On December 8, 2008, a trust in which reporting person is a co-trustee sold a total of 311,333 shares of common stock to five family limited partnerships (the "Partnerships") for a total purchase price of $5,000,008 based on the mean share price of the common stock on the New York Stock Exchange on December 8, 2008. The reporting person is only a limited partner in the Partnerships and has no other interest in them.
(2) Reporting person disclaims beneficial ownership of these securities.

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