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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 * STONE ROBERT J   2. Issuer Name and Ticker or Trading Symbol FRANKLIN ELECTRIC CO INC [fele] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Sr. Vice President (Last) (First) (Middle) FRANKLIN ELECTRIC CO., INC., 400 E SPRING STREET 3. Date of Earliest Transaction (Month/Day/Year) 04/11/2008 (Street) BLUFFTON, IN 46714 4. If Amendment, Date Original Filed(Month/Day/Year) 11/05/2008 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               10,000 (1) D   common stock               3,700 (2) D   common stock               6,282.35 I 401 (K) (3) common stock               4,778.99 I ESOP (4) common stock 04/11/2008   M   10,000 A $ 17.625 10,000 D

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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

option

$ 16.125

(5)

07/28/2010

common stock

40,000

40,000

D

option

$ 29.95

(5)

02/12/2014

common stock

7,200

47,200

D

option

$ 40.93

(6)

02/10/2015

common stock

5,400

52,650

D

option

$ 45.9

(6)

02/17/2016

common stock

3,900

56,550

D

option

$ 48.87

(6)

02/09/2017

common stock

3,600

60,150

D

option

$ 32.19

(6)

02/28/2018

common stock

15,300

75,450

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
STONE ROBERT J FRANKLIN ELECTRIC CO., INC. 400 E SPRING STREET BLUFFTON, IN 46714			Sr. Vice President

Signatures

Robert J. Stone		03/09/2009
**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)	The shares vest at the end of five years subject to the performance of certain goals. If these goals are not attained, the shares will be forfeited.
(2)	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.
(3)	Holdings within the Franklin Electric Directed Investment Salary Plan Trust. The information reported herein is based on a plan statement reporting December 31, 2008 holdings under the Franklin Electric Directed Investment Salary Plan.
(4)	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, 2008.
(5)	The options become exercisable in five equal installments of 1/5 each year, beginning on the first anniversary of the grant date.
(6)	The options become exercisable in four equal installments of 1/4 each year, beginning on the first anniversary of the grant date.

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