FRANKLIN ELECTRIC CO INC — Director's Dealing 2004

Feb 9, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN ELECTRIC CO INC (FELE)
CIK: 0000038725
Period of Report: 2004-02-05

Reporting Person: FORD JESS B (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-02-05	Common Stock	M	30000	$21	Acquired	30000	Direct
2004-02-05	Common Stock	M	24000	$32.25	Acquired	54000	Direct
2004-02-05	Common Stock	S	3500	$60.0066	Disposed	50500	Direct
2004-02-06	Common Stock	S	7500	$60.1494	Disposed	43000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-02-05	Option	$21	M	30000	Acquired	2006-12-13	Common Stock (30000)	Direct
2004-02-06	Option	$32.25	M	24000	Acquired	2010-07-28	Common Stock (40000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	698	Indirect
Common Stock	1547	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option	$39.28	2011-12-13	Common Stock (15000)	31000	Direct

Footnotes

F1: Holdings within the Franklin Electric Directed Investment Salary Plan ("401k Plan") Trust. The information reported herein is based on a plan statement reporting February 6, 2004 holdings under the 401k Plan.

F2: Allocation of shares under the Franklin Electric Co., Inc. Employee Stock Ownership Plan Trust ("ESOP"). The information reported herein was provided by the trustee for holdings as of January 31, 2004.

F3: The options become exercisable in five equal installments of 1/5 each, beginning on the first anniversary of the grant date.