FRANKLIN ELECTRIC CO INC — Director's Dealing 2006

Feb 21, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN ELECTRIC CO INC (FELE)
CIK: 0000038725
Period of Report: 2006-02-17

Reporting Person: WARD GARY (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2006-02-17	Common Stock	A	950	$45.9	Acquired	950	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-02-17	Option	$45.9	A	2600	Acquired	2016-02-17	Common Stock (2600)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6000	Direct
Common Stock	346	Indirect
Common Stock	5319	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option	$16.125	2010-07-28	Common Stock (30000)	30000	Direct
Option	$19.6375	2011-12-13	Common Stock (12000)	42000	Direct
Option	$24.075	2012-12-13	Common Stock (10000)	52000	Direct
Option	$29.95	2014-02-12	Common Stock (5800)	57800	Direct
Option	$40.93	2015-02-10	Common Stock (5450)	63250	Direct

Footnotes

F1: The shares vest at the end of four years subject to the performance of certain goals. If these goals are not attained, the shares will be forfeited.

F2: Holdings within the Franklin Electric Directed Investment Salary Plan ("401k Plan") Trust. The information reported herein is based on a plan statement reporting January 31, 2006 holdings under the 401k Plan.

F3: Allocation of shares under the Franklin Electric Co., Inc. Employee Stock Ownership Plan ("ESOP") Trust. The information reported herein was provided by the trustee for holdings as of January 31, 2006.

F4: The options become exercisable in five equal installments of 1/5 each year, beginning on the first anniversary of the grant date.

F5: The options become exercisable in four equal installments of 1/4 each year, beginning on the first anniversary of the grant date.