FRANKLIN ELECTRIC CO INC — Director's Dealing 2008

Mar 4, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FRANKLIN ELECTRIC CO INC (fele)
CIK: 0000038725
Period of Report: 2008-02-29

Reporting Person: MASKE PETER C (Senior Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-02-29	option	$32.19	A	15300	Acquired	2018-02-28	common stock (15300)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
common stock	76000	Direct
common stock	3700	Direct
common stock	530.21	Indirect
common stock	1949.75	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
option	$29.95	2014-02-12	common stock (9600)	9600	Direct
option	$40.93	2015-02-10	common stock (6750)	16350	Direct
option	$45.9	2016-02-17	common stock (3900)	20250	Direct
option	$48.87	2017-02-09	common stock (3600)	23850	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 Trust. The information reported herein is based on a plan statement reporting December 31, 2007 holdings under the Franklin Electric Directed Investment Salary Plan.

F3: Allocation of shares under the Franklin Electric Co., Inc. Employee Stock Ownership Plan Trust. The information reported herein was provided by the trustee for holdings as of December 31, 2007.

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.