Sec Form 4 Filing - WARD GARY @ FRANKLIN ELECTRIC CO INC - 2009-07-30

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 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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1. Name and Address of Reporting Person WARD GARY 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) Vice President (Last) (First) (Middle) FRANKLIN ELECTRIC CO., INC., 400 E SPRING STREET 3. Date of Earliest Transaction (MM/DD/YY) 07/30/2009 (Street) BLUFFTON, IN46714 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 3,450 ( 1 ) D common stock 5,864.85 I ESOP ( 2 ) common stock 361.16 I 401 (K) ( 3 ) common stock 10,759 D common stock 07/30/2009 M 12,000 A $ 19.6375 22,759 D common stock 07/30/2009 S 12,000 A $ 32.82 10,759 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 optioin $ 24.075 ( 4 ) 12/13/2012 common stock 10,000 22,000 D option $ 29.95 ( 4 ) 02/12/2014 common stock 5,800 27,800 D option $ 40.93 ( 5 ) 02/10/2015 common stock 5,450 33,250 D option $ 45.9 ( 5 ) 02/17/2016 common stock 2,600 35,850 D option $ 48.87 ( 5 ) 02/09/2017 common stock 2,300 38,150 D option $ 32.19 ( 5 ) 02/28/2018 common stock 8,900 47,050 D option $ 17.34 ( 5 ) 03/05/2019 common stock 14,094 61,144 D option $ 17.34 ( 5 ) 03/05/2019 common stock 2,955 64,099 D option $ 19.6375 07/30/2009 M 12,000 ( 4 ) 12/13/2011 common stock 12,000 $ 19.6375 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WARD GARY FRANKLIN ELECTRIC CO., INC. 400 E SPRING STREET BLUFFTON, IN46714 Vice President Signatures Angela M. Hughes, power of attorney for Gary D. Ward 08/03/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 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 )The options become exercisable in five equal installments of 1/5 each year, beginning on the first anniversary of the grant date. ( 5 )The options become exercisable in four equal installments of 1/4 each year, beginning on the first anniversary of the grant 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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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