FRANKLIN ELECTRIC CO INC — Director's Dealing 2004

May 7, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN ELECTRIC CO INC (FELE)
CIK: 0000038725
Period of Report: 2004-05-05

Reporting Person: FERGUSON DIANA SUE (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-05-05	Option	$65.02	A	4000	Acquired	2014-05-05	Common Stock (4000)	Direct
2004-05-05	Stock Units	$	A	538	Acquired		Common Stock (538)	Direct

Footnotes

F1: The options become exercisable in three equal installments of 1/3 each year, beginning on the first anniversary of the grant date.

F2: Pursuant to terms of the Nonemployee Directors' Deferred Compensation Plan approved by the board of directors on February 11, 2000, Ms. Ferguson elected to receive her 2004 board of directors retainer in Franklin Electric Co., Inc. common stock, issuance of such shares deferred until she retires or otherwise leaves the board of directors (e.g. Stock Units). At distribution, Ms. Ferguson may elect pursuant to the terms of the Plan to receive her deferred compensation either in shares of Franklin common stock or in cash.