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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1. Name and Address of Reporting Person * Haines John 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) Vice President and CFO (Last) (First) (Middle) 11129 CARNOUSTIE LANE 3. Date of Earliest Transaction (Month/Day/Year) 09/13/2012 (Street) FORT WAYNE, IN 46814 4. If Amendment, Date Original Filed(Month/Day/Year) 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 09/13/2012   M   7,684 A $ 17.34 23,715 (2) D   common stock 09/13/2012   M   10,000 A $ 40.45 33,715 (4) D   common stock 09/13/2012   F   12,230 D $ 58.37 21,485 (5) 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

$ 17.34

09/13/2012

M

7,684

(1)

03/05/2019

common stock

7,684

$ 0

9,256

D

option

$ 40.45

09/13/2012

M

10,000

(3)

05/01/2018

common stock

10,000

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Haines John J 11129 CARNOUSTIE LANE FORT WAYNE, IN 46814			Vice President and CFO

Signatures

John J. Haines		10/10/2012
**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)	option becomes exercisable in 4 equal installments of 1/4 each beginning with the first anniversary of the 3/5/2009 grant date
(2)	includes 3343 restricted shares that vest 4 years after the 5/4/ 2012 grant date, 4000 restricted shares that vest 4 years after the 2/22/2010 grant date, 3156 restricted shares that vest 4 years after the 3/2/2011 grant date and 13,216 shares owned outright.
(3)	option became exercisable 4 equal installments of 1/4 each beginning with the anniversary of the 5/1/2008 grant date
(4)	includes 3343 restricted shares that vest 4 years after the 5/4/2012 grant date, 4000 restricted shares that vest 4 years after the 2/22/2010 grant date, 3156 shares that vest 4 years after the 3/2/2011 grant date and 23,216 shares owned outright.
(5)	includes 3343 restricted shares that vest 4 years after the 5/4/2012 grant date, 4000 restricted shares that vest 4 years after the 2/22/2010 grant date, 3156 restricted shares that vest after the 3/2/2011 grant date and 10,986 owned outright.

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