Ownership Submission
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)
11/27/2012
(Street)

BLUFFTON, IN 46714
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 11/27/2012   M   7,932 A $ 17.34 18,722 D  
common stock 11/27/2012   M   3,200 A $ 28.82 21,922 D  
common stock 11/27/2012   M   7,200 A $ 29.95 29,122 D  
common stock 11/27/2012   F   10,898 D $ 60.08 18,224 D  
common stock 11/27/2012   S   7,434 D $ 60.08 10,790 (1) D  
common stock               54,726 I in wife's name

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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 $ 29.95 11/27/2012   M     7,200   (2) 02/12/2014 common stock 7,200 $ 0 0 D  
option $ 17.34 11/27/2012   M     7,932   (3) 03/05/2019 common stock 7,932 $ 0 0 D  
option $ 28.82 11/27/2012   M     3,200   (3) 02/22/2020 common stock 3,200 $ 0 0 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   11/27/2012
**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) includes 3443 restricted shares that vest 4 years after the 5/4/2012 vest date, 4000 restricted shares that vest 4 years after the 2/22/2010 vest date, 3311 restricted shares that vest 4 years after the 3/2/2011 vest date and 36 shares held outright.
(2) The options become exercisable in five equal installments of 1/5 each year, beginning on the first anniversary of the grant date.
(3) The options became exersiable in four equal installments of 1/4 each year, beginning on the first anniversary of the grant date

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