SEC FORM 4/A

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

STONE ROBERT J

(Last)

(First)

(Middle)

FRANKLIN ELECTRIC CO., INC.

400 E SPRING STREET

(Street)

BLUFFTON

46714

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/11/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/11/2008

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
common stock								10,000 ^{( 1 )}	D
common stock								13,700 ^{( 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
common stock	04/11/2008		S		10,000	A	$33.02	0	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
option	$17.925	04/11/2008		M		10,000		^{( 5 )}	04/17/2008	common stock	10,000	$33.02	0	D
option	$16.125							^{( 5 )}	07/28/2010	common stock	40,000		50,000	D
option	$29.95							^{( 5 )}	02/12/2014	common stock	7,200		57,200	D
option	$40.93							^{( 6 )}	02/10/2015	common stock	5,450		62,650	D
option	$45.9							^{( 6 )}	02/17/2016	common stock	3,900		66,550	D
option	$48.87							^{( 6 )}	02/09/2017	common stock	3,600		70,150	D
option	$32.19							^{( 6 )}	02/28/2018	common stock	15,300		84,450	D

Explanation of Responses:

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, 2007 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, 2007.

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.

	Robert J. Stone	11/05/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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