-----BEGIN PRIVACY-ENHANCED MESSAGE-----
Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
Originator-Key-Asymmetric:
 MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen
 TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB
MIC-Info: RSA-MD5,RSA,
 IKJ5RTZVQOo0nQ96pU1HUe2/XywA9qiqADYejfgDXVCV6eqfH6B/sRAJSFJeLGP3
 qM+7lKhjR0mI+1vvhjTDzA==

<SEC-DOCUMENT>0000038725-05-000124.txt : 20051103
<SEC-HEADER>0000038725-05-000124.hdr.sgml : 20051103
<ACCEPTANCE-DATETIME>20051103165053
ACCESSION NUMBER:		0000038725-05-000124
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20051001
FILED AS OF DATE:		20051103
DATE AS OF CHANGE:		20051103

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FRANKLIN ELECTRIC CO INC
		CENTRAL INDEX KEY:			0000038725
		STANDARD INDUSTRIAL CLASSIFICATION:	MOTORS & GENERATORS [3621]
		IRS NUMBER:				350827455
		STATE OF INCORPORATION:			IN
		FISCAL YEAR END:			0103

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-00362
		FILM NUMBER:		051177551

	BUSINESS ADDRESS:	
		STREET 1:		400 E SPRING ST
		CITY:			BLUFFTON
		STATE:			IN
		ZIP:			46714
		BUSINESS PHONE:		2608242900

	MAIL ADDRESS:	
		STREET 1:		400 E SPRING STREET
		CITY:			BLUFFTON
		STATE:			IN
		ZIP:			46714
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>r10q3qtr.txt
<DESCRIPTION>THIRD QUARTER 2005 10-Q
<TEXT>
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 -------------

                                   FORM 10-Q
                                   ---------

              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                      OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended October 1, 2005
                                               ---------------

                                        OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                  For the transition period from _____ to _____

                           Commission file number 0-362

                            FRANKLIN ELECTRIC CO., INC.
                            ---------------------------

               (Exact name of registrant as specified in its charter)

              Indiana                                        35-0827455
              -------                                        ----------
  (State or other jurisdiction of                         (I.R.S. Employer
   incorporation or organization)                        Identification No.)

       400 East Spring Street
         Bluffton, Indiana                                      46714
         -----------------                                      -----
(Address of principal executive offices)                      (Zip Code)

                                    (260) 824-2900
                                     -------------
               (Registrant's telephone number, including area code)

                                    Not Applicable
                                    --------------
(Former name, former address and former fiscal year, if changed since last
report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.

                   YES   X                                      NO
                       -----                                       -----

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act.)

                   YES   X                                      NO
                       -----                                       -----


Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).

                   YES                                          NO   X
                       -----                                       -----

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                                                           Outstanding at
         Class of Common Stock                            October 1, 2005
         ---------------------                            ----------------
           $.10 par value                                 22,380,624 shares


                                      Page 1 of 34


<PAGE> 2

                           FRANKLIN ELECTRIC CO., INC.

                                      Index

                                                            Page
PART I.     FINANCIAL INFORMATION                          Number
- ---------------------------------                          ------
   Item 1.  Financial Statements (Unaudited)

            Condensed Consolidated Balance Sheets
            as of October 1, 2005
            and January 1, 2005 ..........................     3

            Condensed Consolidated Statements of
            Income for the Third Quarter and Nine Months
            Ended October 1, 2005 and
            October 2, 2004 ..............................     4

            Condensed Consolidated Statements
            Of Cash Flows for the Nine Months
            Ended October 1, 2005 and
            October 2, 2004 ..............................     5

            Notes to Condensed Consolidated
            Financial Statements .........................  6-11

   Item 2.  Management's Discussion and Analysis
            of Financial Condition and
            Results of Operations ........................ 12-15

   Item 3.  Quantitative and Qualitative Disclosures
            About Market Risk ............................    15

   Item 4.  Controls and Procedures ......................    15


PART II.    OTHER INFORMATION
- -----------------------------

   Item 2.  Unregistered Sales of Equity Securities and
            Use of Proceeds ..............................    16

   Item 5.  Other Information ............................    16

   Item 6.  Exhibits .....................................    16


Signatures ...............................................    17
- ----------


Exhibits ................................................. 18-34
- --------


<PAGE> 3

                        PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements
- -----------------------------
                         FRANKLIN ELECTRIC CO., INC.
                  CONDENSED CONSOLIDATED BALANCE SHEETS
                              (Unaudited)
(In thousands)                              October 1,   January 1,
                                               2005         2005
                                               ----         ----
ASSETS
Current assets:
  Cash and equivalents....................  $ 35,396      $ 50,604
  Investments.............................    22,016           -
  Receivables, less allowances of
    $2,195 and $2,281, respectively.......    41,647        39,312
  Inventories.............................    72,205        62,442
  Other current assets (including
    deferred income taxes of $10,579
    and $10,391, respectively)............    15,261        13,784
                                            --------      --------
    Total current assets..................   186,525       166,142
Property, plant and equipment,
  net.....................................    92,032        95,924
Deferred and other assets (including
  deferred income taxes of $105
  and $0, respectively)...................    20,322        14,010
Goodwill..................................    57,846        57,397
                                            --------      --------
Total assets..............................  $356,725      $333,473
                                            ========      ========

LIABILITIES AND SHAREOWNERS' EQUITY
Current liabilities:
  Current maturities of long-term
    debt and short-term borrowings........  $  1,296      $  1,304
  Accounts payable........................    18,560        16,594
  Accrued expenses........................    32,595        33,354
  Income taxes............................       884         3,193
                                            --------      --------
    Total current liabilities.............    53,335        54,445
Long-term debt............................    13,258        13,752
Deferred income taxes.....................     7,191         6,304
Employee benefit plan obligations.........    18,886        18,801
Other long-term liabilities...............     5,789         5,838
Shareowners' equity:
  Common shares (45,000 shares authorized,
     $.10 par value) outstanding (22,381
     and 22,041, respectively).............     2,238         2,204
  Additional capital......................    70,835        52,743
  Retained earnings.......................   180,672       166,557
  Loan to ESOP Trust......................      (432)         (665)
  Accumulated other comprehensive
    loss..................................     4,953        13,494
                                            --------      --------
    Total shareowners' equity.............   258,266       234,333
                                            --------      --------
Total liabilities and shareowners' equity.  $356,725      $333,473
                                            ========      ========

        See Notes to Condensed Consolidated Financial Statements.


<PAGE> 4

                           FRANKLIN ELECTRIC CO., INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)

(In thousands, except per share amounts)

                                        Third Qtr. Ended   Nine Months Ended
                                        ----------------   -----------------
                                         Oct 1,    Oct 2,   Oct 1,     Oct 2,
                                          2005      2004     2005       2004
                                          ----      ----     ----       ----

Net sales............................. $119,043  $110,336  $325,014  $296,687

Cost of sales.........................   78,720    74,280   217,792   202,499
                                       --------  --------  --------  --------
Gross profit..........................   40,323    36,056   107,222    94,188

Selling and administrative expenses...   19,072    16,875    55,320    47,856

Restructuring expense.................    1,039     1,724     1,749     3,676
                                       --------  --------  --------  --------
Operating income......................   20,212    17,457    50,153    42,656

Interest expense......................     (198)     (163)     (553)     (362)

Other income, net....................      204        70       545        98

Foreign exchange gain/(loss)..........      239      (109)      207      (333)
                                       --------  --------  --------  --------
Income before income taxes............   20,457    17,255    50,352    42,059

Income taxes..........................    7,211     6,125    17,750    14,930
                                       --------  --------  --------  --------
Net income............................ $ 13,246  $ 11,130  $ 32,602  $ 27,129
                                       ========  ========  ========  ========

Per share data:

  Basic Earnings per Share............ $   0.59  $   0.51  $   1.47  $   1.24
                                       ========  ========  ========  ========
  Diluted Earnings per Share.......... $   0.57  $   0.48  $   1.41  $   1.18
                                       ========  ========  ========  ========

  Dividends per common share.......... $   0.10  $   0.08  $   0.28  $   0.23
                                       ========  ========  ========  ========


         See Notes to Condensed Consolidated Financial Statements.





<PAGE> 5

                         FRANKLIN ELECTRIC CO., INC.
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (Unaudited)
(In thousands)                                    Nine Months Ended
                                                  -----------------
                                                Oct 1,        Oct 2,
                                                 2005          2004
                                                 ----          ----
Cash flows from operating activities:
  Net income................................   $ 32,602       $ 27,129
  Adjustments to reconcile net income to net
    cash flows from operating activities:
     Depreciation and amortization...........     11,581         11,654
     Deferred income taxes...................        616            -
    Loss on disposals of plant
      and equipment.........................         69             96
    Changes in assets and liabilities:
      Receivables...........................     (4,057)         3,313
      Inventories...........................    (10,387)        (5,634)
      Accounts payable and other accrued
        expenses............................      5,739         18,647
      Employee benefit plan obligations.....      1,215         (3,494)
      Other, net............................        671            (32)
                                               --------       --------
        Net cash flows from
          operating activities..............     38,049         51,679
                                               --------       --------
Cash flows from investing activities:
  Additions to plant and equipment..........    (10,374)       (15,724)
  Proceeds from sale of plant and
    equipment...............................      1,054              8
  Additions to deferred and other assets....     (5,083)            (9)
  Cash paid for securities..................   (150,489)           -
  Proceeds from sale of securities..........    128,473            -
  Cash paid for acquisitions, net of cash
    acquired................................     (8,509)           -
                                               --------       --------
     Net cash flows from
      investing activities..................    (44,928)       (15,725)
                                               --------       --------
Cash flows from financing activities:
  Repayment of long-term debt...............       (213)          (478)
  Proceeds from issuance of common stock....     11,739          3,739
  Purchases of common stock.................    (12,318)        (3,091)
  Reduction of loan to ESOP Trust...........        233            232
  Dividends paid............................     (6,203)        (5,054)
                                               --------       --------
    Net cash flows from
      financing activities..................     (6,762)        (4,652)
                                               --------       --------
Effect of exchange rate changes on cash.....     (1,567)           279
                                               --------       --------
Net change in cash and equivalents..........    (15,208)        31,581
Cash and equivalents at beginning of period.     50,604         29,962
                                               --------       --------
Cash and equivalents at end of period.......   $ 35,396       $ 61,543
                                               ========       ========

         See Notes to Condensed Consolidated Financial Statements.


<PAGE> 6

                          FRANKLIN ELECTRIC CO., INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               (Unaudited)

Note 1:  Condensed Consolidated Financial Statements
- ----------------------------------------------------
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X.  Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.  In the opinion of management, all
accounting entries and adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation of the financial position and the
results of operation for the interim period have been made.  Prior year
amounts are reclassified when necessary to conform to current year
presentation.  Operating results for the third quarter ended October 1, 2005
are not necessarily indicative of the results that may be expected for the
year ending December 31, 2005.  For further information, including a
description of Franklin Electric's critical accounting policies, refer to the
consolidated financial statements and footnotes thereto included in Franklin
Electric Co., Inc.'s annual report on Form 10-K for the year ended January 1,
2005.

Note 2:  Current Investments
- ----------------------------
As of October 1, 2005 the Company held $22.0 million of current investments
consisting primarily of auction rate municipal bonds classified as available-
for-sale securities and titled "Investments" in the current balance sheet.
Investments in these securities are recorded at cost, which approximates fair
market value due to the variable interest rates, which typically reset every 7
to 35 days.  While the underlying municipal bonds have stated contractual
maturities which may be long-term, the Company has the ability to quickly
liquidate these securities.  As a result, there were no cumulative unrealized
holding gains (losses) or realized gains (losses) from these current
investments.  All income generated from these current investments was recorded
as other income, net.  Cash paid for these securities and proceeds from the
sale of these securities have been included under the "Cash flows from
investing activities" section of the cash flow statement.

Note 3:  Inventories
- --------------------
Inventories consist of the following:

(In millions)                                 Oct 1,       Jan 1,
                                               2005         2005
                                               ----         ----
Raw Materials........................        $ 23.6       $ 25.3
Work in Process......................          10.0          7.9
Finished Goods.......................          56.1         44.9
LIFO Reserve.........................         (17.5)       (15.7)
                                             ------       ------
Total Inventory......................        $ 72.2       $ 62.4
                                             ======       ======





<PAGE> 7

Note 4:  Property, Plant and Equipment
- --------------------------------------
Property, plant and equipment, at cost, consists of the following:

(In millions)                                 Oct 1,       Jan 1,
                                               2005         2005
                                               ----         ----
Land and Building....................        $ 49.6       $ 52.8
Machinery and Equipment..............         162.7        164.0
                                             ------       ------
                                              212.3        216.8
Allowance for Depreciation...........        (120.6)      (120.9)
Other - Held for Sale................           0.3           -
                                             ------       ------
    Total............................        $ 92.0       $ 95.9
                                             ======       ======

Note 5:  Goodwill and Other Intangible Assets
- ---------------------------------------------

In accordance with Statement of Financial Accounting Standards ("SFAS") No.
142, "Goodwill and Other Intangible Assets", the Company tests goodwill and
intangible assets for impairment on an annual basis, or more frequently if
circumstances warrant.  During the fourth quarter of 2004, the Company
performed its annual impairment testing and it was determined that no
impairment exists.

The carrying amount of the Company's intangible assets, which is included in
deferred and other assets, and goodwill includes:

(In millions)                                 Oct 1,       Jan 1,
                                               2005         2005
                                               ----         ----
Amortized intangibles
  Patents...........................         $  5.9       $  3.5
  Supply agreements.................           10.0         10.4
  Other.............................            4.3          1.7
  Accumulated amortization..........           (9.9)        (9.3)
                                             ------       ------
    Total...........................         $ 10.3       $  6.3
                                             ======       ======
Goodwill............................         $ 57.8       $ 57.4
                                             ======       ======

In the third quarter, the Company recorded $1.7 million as an intangible asset
when it purchased certain unpatented technology to expand the Company's
centrifugal pump line.  Also in the third quarter, the Company acquired
certain assets and the stock of Phil-Tite Enterprises, whereby $2.4 million
was recorded as intangibles.  Other changes in the carrying amount of
intangibles reflect foreign currency fluctuations.

Goodwill increased by $2.4 million with the acquisition of Phil-Tite
Enterprises.  The remaining difference in goodwill is attributable to foreign
currency fluctuations.

Amortization expense related to intangible assets for the nine months ended
October 1, 2005 and October 2, 2004, was $1.1 and $1.7 million respectively.


<PAGE> 8

Amortization expense for each of the five succeeding years is projected as
$1.3 million, $1.2 million, $1.1 million, $1.1 million and $1.0 million for
fiscal 2006, 2007, 2008, 2009, 2010, respectively.

The 2005 acquisitions were accounted for using the purchase method of
accounting.  Accordingly, a portion of the aggregate purchase price was
allocated to the net assets acquired based on preliminary estimates of fair
value.  When applicable, the excess of purchase price over the fair value of
the net assets acquired has been recorded as goodwill.  The acquisitions did
not materially affect the Company's financial statements.  The pro forma
results of the Company's operations as if these acquisitions had occurred at
the beginning of the year would not differ materially from the reported
results.

Note 6:  Employee Benefits
- --------------------------

The following table sets forth aggregated net periodic benefit cost:

(In millions)                     Pension Benefits      Pension Benefits
                                  Third Qtr. Ended      Nine Months Ended
                                  ----------------      -----------------
                                 Oct 1,     Oct 2,      Oct 1,     Oct 2,
                                  2005       2004        2005       2004
                                  ----       ----        ----       ----
Service Cost.................   $  1.0     $  0.9      $  3.0     $  2.8
Interest Cost................      2.0        1.9         5.9        5.7
Expected return on assets....     (2.5)      (2.8)       (7.8)      (8.1)
Amortization of unrecognized:
  (Gain)/Loss................       -          -          0.1         -
  Prior service costs........      0.4        0.4         1.2        1.1
                                ------     ------      ------     ------

Net periodic benefit cost....      0.9        0.4         2.4        1.5
Settlement cost..............      0.1        0.1         0.2        0.2
                                ------     ------      ------     ------
Total benefit cost...........   $  1.0     $  0.5      $  2.6     $  1.7
                                ======     ======      ======     ======

                                   Other Benefits        Other Benefits
                                  Third Qtr. Ended      Nine Months Ended
                                  ----------------      -----------------
                                 Oct 1,     Oct 2,      Oct 1,     Oct 2,
                                  2005       2004        2005       2004
                                  ----       ----        ----       ----
Service Cost.................   $  0.1     $  0.1      $  0.3     $  0.3
Interest Cost................      0.2        0.3         0.6        0.7
Amortization of unrecognized:
  Obligation/(asset).........      0.1        0.1         0.4        0.3
  Prior service costs........      0.1         -          0.2        0.1
  (Gain)/Loss................       -          -          0.1        0.1
                                ------     ------      ------     ------

Net periodic benefit cost....      0.5        0.5         1.6        1.5

Total benefit cost...........   $  0.5     $  0.5      $  1.6     $  1.5
                                ======     ======      ======     ======


<PAGE> 9

As of October 1, 2005, the Company has made contributions to the plans of $2.7
million and expects to make additional contributions of $0.5 million in 2005.

Note 7:  Tax Rates
- ------------------

The effective tax rate on income before income taxes in 2005 and 2004 varies
from the United States statutory rate of 35 percent primarily due to the
foreign income exclusion and R & D credits and to the effects of state and
foreign income taxes net of federal tax benefits.

Note 8:  Shareowners' Equity
- ----------------------------

The Company had 22,380,624 shares of common stock (45,000,000 shares
authorized, $.10 par value) outstanding as of October 1, 2005.

During the nine months ended October 1, 2005 and October 2, 2004, the Company
repurchased 330,600 and 102,800 shares for $12.3 million and $3.1 million,
respectively.  All repurchased shares were retired.

Note 9:  Earnings Per Share
- ---------------------------

Following is the computation of basic and diluted earnings per share:

                                      Third Qtr. Ended  Nine Months Ended
                                      ----------------  -----------------
(In millions, except                   Oct 1,   Oct 2,    Oct 1,   Oct 2,
per share amounts)                      2005     2004      2005     2004
                                        ----     ----      ----     ----
  Numerator:
    Net Income.....................    $ 13.2   $ 11.1    $ 32.6   $ 27.1
                                       ======   ======    ======   ======
  Denominator:

   Basic
   -----
    Weighted average common
      shares.......................      22.3     22.0      22.2     22.0

   Diluted
   -------
    Effect of dilutive securities:

      Employee and director
        incentive stock options
        and awards.................       0.9      1.1       1.0      1.0
                                       ------   ------    ------   ------

    Adjusted weighted average
      common shares................      23.2     23.1      23.2     23.0
                                       ======   ======    ======   ======

  Basic earnings per share.........    $ 0.59   $ 0.51    $ 1.47   $ 1.24
                                       ======   ======    ======   ======

  Diluted earnings per share.......    $ 0.57   $ 0.48    $ 1.41   $ 1.18
                                       ======   ======    ======   ======

<PAGE> 10

Note 10:  Other Comprehensive Income
- ------------------------------------

Comprehensive income is as follows:

                                       Third Qtr. Ended   Nine Months Ended
(In millions)                        ----------------   -----------------
                                       Oct 1,   Oct 2,    Oct 1,   Oct 2,
                                        2005     2004      2005     2004
                                        ----     ----      ----     ----
Net income.........................    $ 13.2   $ 11.1    $ 32.6   $ 27.1
Other comprehensive income (loss):
  Foreign currency translation
   adjustments.....................       1.1      0.4      (8.5)    (0.6)
                                       ------   ------    ------   ------
Comprehensive income...............    $ 14.3   $ 11.5    $ 24.1   $ 26.5
                                       ======   ======    ======   ======

Accumulated other comprehensive income consists of the following:

(In millions)                                   Oct 1,       Jan 1,
                                                 2005         2005
                                                 ----         ----
Cumulative foreign currency
  translation adjustment...................   $  7.1       $ 15.7
Minimum pension liability adjustment,
  net of tax................................     (2.2)        (2.2)
                                               ------       ------
Accumulated other comprehensive income......   $  4.9       $ 13.5
                                               ======       ======

Note 11:  Warranty
- ------------------

The Company provides warranties on most of its products. The warranty terms
vary but are generally two years from date of manufacture or one year from
date of installation. Provisions for estimated expenses related to product
warranty are made at the time products are sold or when specific warranty
issues are identified. These estimates are established using historical
information about the nature, frequency, and average cost of warranty claims.
The Company actively studies trends of warranty claims and takes action to
improve product quality and minimize warranty claims. The Company believes
that the warranty reserve is appropriate; however, actual claims incurred
could differ from the original estimates, requiring adjustments to the
reserve.

Below is a table that shows activity in the warranty accrual accounts:











<PAGE> 11

                                      Third Qtr. Ended   Nine Months Ended
(In millions)                        ----------------   -----------------
                                       Oct 1,   Oct 2,    Oct 1,   Oct 2,
                                        2005     2004      2005     2004
                                        ----     ----      ----     ----
Beginning Balance..................    $  6.4  $  5.8    $  7.1   $  5.4
Accruals related to product
  warranties.......................       1.4     1.2       3.4      3.6
Reductions for payments made.......      (1.3)   (1.0)     (4.0)    (3.0)
                                       ------  ------    ------   ------
Ending Balance.....................    $  6.5  $  6.0    $  6.5   $  6.0
                                       ======  ======    ======   ======

Note 12:  Stock-Based Compensation
- ----------------------------------

The Company accounts for stock-based employee compensation plans under the
recognition and measurement principles of APB Opinion No. 25, "Accounting for
Stock Issued to Employees."  No stock-based employee compensation cost is
reflected in net income, as all options granted under those plans had an
exercise price equal to the market value of the stock at date of grant. As
permitted by SFAS No. 123, "Accounting for Stock-Based Compensation," and
amended by SFAS No. 148, "Accounting for Stock-Based Compensation - Transition
and Disclosure, an amendment of FASB Statement No. 123," the Company follows
the disclosure requirements only of SFAS No. 123. The following table
illustrates the effect on net income and earnings  per share if the Company
had applied the fair value recognition provisions of SFAS No. 123:

                                     Third Qtr. Ended    Nine Months Ended
                                     ----------------    -----------------
(In millions, except                 Oct 1,     Oct 2,    Oct 1,    Oct 2,
per share amounts)                    2005       2004      2005      2004
                                      ----       ----      ----      ----
Net income........................   $ 13.2     $ 11.1    $ 32.6    $ 27.1
Deduct:  Stock-based employee
  compensation cost, net of
  income tax......................      0.3        0.4       1.2       1.1
                                     ------     ------    ------    ------
Pro forma net income..............   $ 12.9     $ 10.7    $ 31.4    $ 26.0
                                     ======     ======    ======    ======

Earnings per share:
Basic - as reported..............    $  .59     $  .51    $ 1.47    $ 1.24
                                     ======     ======    ======    ======
Basic - pro forma................    $  .58     $  .49    $ 1.41    $ 1.19
                                     ======     ======    ======    ======
Diluted - as reported............    $  .57     $  .48    $ 1.41    $ 1.18
                                     ======     ======    ======    ======
Diluted - pro forma..............    $  .56     $  .46    $ 1.36    $ 1.13
                                     ======     ======    ======    ======

On December 16, 2004, the FASB issued SFAS No. 123(R) "Share-Based Payment",
which requires compensation costs related to share-based payment transactions
be recognized in the financial statements.  With minor exceptions, the amount
of compensation costs will be measured based on the grant-date fair value of
the equity or liability instruments issued, over the period that the employee
provides service in exchange for the award.  In addition, liability awards
will be re-measured each reporting period.  This pronouncement is effective as
of the beginning of the first fiscal year beginning after June 15, 2005.  The
impact on the Company's results of operations or financial position as of the
adoption of this pronouncement is not expected to be materially different from
the pro-forma results.

Note 13:  Restructuring
- -----------------------

The Company incurred $1.0 million of expenses during the third quarter of 2005
(included as "Restructuring expense" on the income statement) related to its
Global Manufacturing Realignment Program. The costs in the third quarter were
primarily related to a write-down to fair value adjustment of $0.6 million,
and close-out expenses for the Muskegon Michigan property that was idle after
the consolidation of certain fueling facilities.  Equipment relocation,
travel, and redundant labor expense related to the consolidation of the
Company's Motta di Livenza, Italy factory into other European factories
accounted for the balance of third quarter restructuring expense.  The Company
estimates that its restructuring expense from inception through the end of
2005 will be approximately $8.0 million or $2.0 million less than its original
estimate of $10.0 million, as expense related to personnel and equipment
relocation is projected to be less than originally estimated.

The components and use of the restructuring reserve is summarized below:

(In millions)                          Severance
                                        Benefits            Other
                                        --------            -----
Balance January 1, 2005............      $  0.3             $  0.0
Restructuring Expense..............         0.1                1.6
Costs incurred.....................        (0.4)              (1.6)
                                         ------             ------
Balance October 1, 2005............      $  0.0             $  0.0
                                         ======             ======



<PAGE> 12

Item 2.  Management's Discussion And Analysis Of Financial Condition And
- ------------------------------------------------------------------------
Results Of Operations
- ---------------------

Overview
- --------

Sales and earnings for the third quarter of 2005 were up from the same quarter
of 2004. The increase in sales was primarily attributable to the impact of
customer discount program changes, price increases and the pump company
acquisition in the fourth quarter of 2004. Earnings improved in the third
quarter of 2005 primarily due to the increased sales. Increased earnings were
partially offset by increased commodity prices and expenses associated with
the Company's two major strategic initiatives: the Water Systems Distribution
Channel Strategy  (the "Channel Strategy"), designed to sell certain water
systems products, including pump products, direct to distributors and the
Global Manufacturing Realignment Program (the "Realignment Program"), designed
to consolidate manufacturing facilities and reduce costs of manufacturing
operations world-wide. Certain expenses incurred as a result of the
Realignment Program are identified quarterly during the implementation period
and reflected as "Restructuring expense" in the Company's income statement.
Included in the results for the third quarter of 2005 and 2004, restructuring
expense was $1.0 and $1.7 million pre-tax, respectively.  During the third
quarter of 2005 the Company purchased an equity interest in Pioneer Pump,
Inc., a manufacturer of large centrifugal pumps for the water systems
industry, and acquired all of the outstanding stock of Phil-Tite Enterprises,
a fueling systems product manufacturer of fiberglass containment sumps and
underground storage tank hardware.  These acquisitions did not significantly
impact third quarter 2005 sales or earnings.

Results of Operations
- ---------------------

Net sales for the third quarter of 2005 were $119.0 million, an increase of
$8.7 million or 8 percent from the 2004 third quarter net sales of $110.3
million. The impact of previously announced price increases and changes in the
customer discount programs, which were necessary due to significant increased
costs for certain commodities used in the manufacture of the electric motors,
primarily steel and copper, resulted in a sales increase of approximately 9
percent for the third quarter of 2005. Unit sales of small submersible motors
declined about 16 percent from the exceptionally strong third quarter of 2004.
Third quarter 2004 sales were up about 17 percent from the third quarter of
2003 as original equipment manufacturer (OEM) customers purchased ahead of an
announced price increase.  As a result of the Company's Channel Strategy,
sales to two major pump OEMs decreased from about 40 percent of worldwide
sales for full year 2004 to about 25 percent of worldwide sales for the first
nine months of 2005. Sales of pumps related to the 2004 pump acquisition
resulted in an increase of about 6 percent for the third quarter of 2005.
Fueling systems product sales were comparable to the third quarter of 2004.
For the first nine months of 2005, the Company's sales were $325.0 million, an
increase of $28.3 million or about 10 percent compared to the same period of
2004 sales of $296.7 million. The Company's sales increase for the first nine
months of 2005 was partially attributable to foreign currency changes which
accounted for $2.8 million of the increase due primarily to the stronger euro,
Mexican Peso and South African Rand. Excluding the impact of the change in
exchange rates, the Company's first nine months of sales were up about 9
percent, primarily due to pricing changes and acquisition-related sales. while
reduced by lower fueling systems product sales in the first quarter.  Sales of

<PAGE> 13

pumps related to the 2004 pump acquisition resulted in an increase of about 5
percent for the first nine months of 2005.

Cost of sales as a percent of net sales was 66.1 percent and 67.3 percent for
the third quarter of 2005 and 2004 and was 67.0 percent and 68.3 percent for
the first nine months of 2005 and 2004, respectively. Cost of sales as a
percent of net sales continues to decrease primarily as a result of increased
sales. The decrease in cost of sales as a percent of net sales during the
third quarter and first nine months of 2005 was partially offset by increased
costs for certain commodities used in the manufacture of the electric motors,
primarily steel and copper.

Selling and administrative ("SG&A") expenses at $19.1 million for the third
quarter of 2005 were up $2.2 million or 13 percent from the third quarter of
2004 of $16.9 million. The increase of SG&A expenses in the third quarter of
2005 from the same period for 2004 was due primarily to additional costs
related to the acquired pump manufacturer of about $1.1 million, and
additional costs associated with the Channel Strategy of about $0.8 million.
The Company also incurred increased commission costs related to the increased
sales for the third quarter of 2005. SG&A expense for the first nine months of
2005 was $55.3 million compared to $47.9 million for the same period of 2004.
The increase of SG&A expense of $7.5 million in the first nine months of 2005
from the same period for 2004 was also primarily due to additional costs
related to the acquired pump manufacturer of about $2.7 million, and
additional costs associated with the Channel Strategy of about $2.1 million.

The Company's Realignment Program consists of the ramp-up of production at a
four-inch motor manufacturing plant in Mexico, a new six-inch motor
manufacturing facility in the Czech Republic and the consolidation of certain
manufacturing operations. Restructuring expense includes: severance,
relocation, equipment transfer costs, and property valuation. These expenses
continue to be identified quarterly and are reflected as "Restructuring
expense" in the Company's income statement. The Company has incurred
approximately $7.2 million of pre-tax expense for the Realignment Program to
date, including $1.0 million for the third quarter of 2005. The Company
estimates that its restructuring expense from inception through its estimated
completion at the end of 2005 will be approximately $8.0 million or $2.0
million less than its original estimate of $10.0 million, as expense related
to personnel and equipment relocation are projected to be less than original
estimates.  This program will result in the transfer of a significant amount
of production to lower cost regions of the world as well as a consolidation of
certain manufacturing operations.

Interest expense for the third quarter of 2005 was $0.2 million and for the
first nine months of 2005 was $0.6 million. Both periods for 2005 were higher
than the respective prior year periods due to higher interest rates.

Foreign currency-based transactions resulted in a gain of $0.2 million for the
third quarter 2005 compared to a loss for the third quarter of 2004 of $0.1
million. Foreign currency-based transactions for the first nine months of 2005
resulted in a gain of $0.2 million compared to a loss of $0.3 million for the
same period of 2004. Foreign currency-based transactional gains and losses
were caused primarily by fluctuations of the euro, Mexican Peso and the South
African Rand relative to the U.S. dollar during the respective periods noted
above.



<PAGE> 14

The provision for income taxes for the third quarter of 2005 was $7.2 million
and for the first nine months of 2005 was $17.7 million. The effective tax
rate for 2005 is projected at 35.3 percent, about the same as the 2004 full
year rate of 35.5 percent. The effective tax rate differs from the United
States statutory rate of 35 percent, due to the foreign income exclusion and
R&D credits and to the effects of state and foreign income taxes, net of
federal tax benefits.

Net income for the third quarter of 2005 was $13.2 million, or $0.57 per
diluted share, a 19 percent increase compared to the third quarter of 2004 net
income of $11.1 million, or $0.48 per diluted share. The first nine months of
2005 net income was $32.6 million, or $1.41 per diluted share, an increase of
20 percent compared to the first nine months of 2004 net income of $27.1
million, or $1.18 per diluted share.

Capital Resources and Liquidity
- -------------------------------

Operating activities generated approximately $38.0 million of cash during the
first nine months of 2005 compared to cash generated during the first nine
months of 2004 at $51.7 million. The cash generated during the first nine
months of 2005 and 2004 was primarily from earnings of $32.6 and $27.1 million
during the respective periods.  Cash generated from accounts payable and other
accrued expenses, declined to $5.7 million in 2005 from $18.6 million in 2004.
The decrease from 2004 to 2005 was primarily due to timing of payments for
income taxes and reduced accounts payable. Cash used in operations during the
first nine months of 2005 and 2004 was primarily related to increases in
inventory, about $10.4 million and $5.6 million, respectively.  Finished goods
inventory increased during 2005 primarily due to the acquisition of the pump
company. The Company is further stocking more water systems products in 2005
related to its Channel Strategy change.

The primary sources and uses of cash for investing activities for the first
nine months of 2005 were for the buying and selling of short term investment
securities (See notes for further discussion of these securities). The Company
also purchased about $10.4 million of primarily manufacturing equipment during
the first nine months of 2005 and paid cash for acquisitions, net of cash
acquired, of $8.5 million. The Company intends to expand its pump product
offerings through the on-going acquisition of pump technologies and product
lines, as well as continued growth in fueling systems products. The primary
uses of cash for the first nine months of 2004 were additions to property,
plant and equipment of $15.7 million. Additions in 2004 were primarily related
to building additions and equipment related to the Realignment Program.

Net cash consumed in financing activities during the first nine months of 2005
and 2004 was $6.8 million and $4.7 million, respectively. The principal uses
of cash during 2005 and 2004 were for purchases of Company common stock under
the Company's repurchase program and the payment of dividends. The principal
source of cash from financing activities during 2005 and 2004 was from the
issuance of common stock related to the exercise of stock options.

Cash and equivalents at the end of the third quarter of 2005 and 2004 were
$35.4 million and $61.5 million, respectively. The Company also had $22.0
million of short-term investment securities as of the end of the third quarter
of 2005.

In September 2004, the Company entered into an unsecured, 60 month $80.0
million revolving credit agreement (the "Agreement"). The Agreement includes a

<PAGE> 15

facility fee of one-tenth of one percent on the committed amount. As of
October 1, 2005, the Company had no outstanding borrowings under the
Agreement.

As of October 1, 2005, the Company's current commitments approximate $6
million, primarily for the purchase of machinery and equipment.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk
- -------------------------------------------------------------------
The Company is subject to market risk associated with changes in foreign
currency exchange rates and interest rates. Foreign currency exchange rate
risk is mitigated through several means: maintenance of local production
facilities in the markets served, invoicing of customers in the same currency
as the source of the products, prompt settlement of inter-company balances
utilizing a global netting system and limited use of foreign currency
denominated debt. Interest rate exposure is limited to variable rate interest
borrowings under the Company's revolving credit agreement and an interest rate
swap.

Item 4.  Controls and Procedures
- --------------------------------
As of the end of the period covered by this report (the "Evaluation Date"),
the Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including the Company's Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures (as
such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e)).  Based
upon that evaluation, the Company's Chief Executive Officer and Chief
Financial Officer concluded that, as of the Evaluation Date, the Company's
disclosure controls and procedures are effective.

During the third fiscal quarter there have been no changes in the Company's
internal control over financial reporting that have materially affected or
that are reasonably likely to materially affect the Company's internal control
over financial reporting.


<PAGE> 16

PART II.  OTHER INFORMATION

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
- --------------------------------------------------------------------

(c)  Issuer Repurchases of Equity Securities

On February 16, 2001, the Company's Board of Directors unanimously approved a
resolution to repurchase 2,000,000 shares.  The plan was announced in the
Company's 10-Q for the third quarter ending September 29, 2001.  There is no
expiration date for the repurchase program.

On February 11, 2005, the Company's Board of Directors unanimously approved a
resolution to increase the number of shares remaining for repurchase from
827,412 to 1,000,000 shares.

The Company did not repurchase any shares of its stock in the third quarter of
2005.  The maximum number of shares that may still be purchased under the
Company's repurchase programs is 669,400.

Item 5.  Other Information
- --------------------------

Effective August 16, 2005 the Company amended Article IV of its Amended and
Restated Articles of Incorporation to change its registered agent from Gregg
C. Sengstack to Thomas J. Strupp.  The Amended and Restated Articles of
Incorporation are filed as Exhibit 3.1 hereto and incorporated herein by
reference.

Item 6.  Exhibits
- -----------------

     See the Exhibit Index located on page 18.



<PAGE> 17

                                    SIGNATURES
                                    ----------


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this quarterly report to be signed on its behalf by
the undersigned thereunto duly authorized.



                                       FRANKLIN ELECTRIC CO., INC.
                                       ---------------------------
                                               Registrant




Date  November 3, 2005         By  /s/ R. Scott Trumbull
      -------------------          ------------------------------
                                    R. Scott Trumbull, Chairman
                                    and Chief Executive Officer
                                    (Principal Executive Officer)



Date  November 3, 2005         By  /s/ Thomas J. Strupp
      -------------------          ------------------------------
                                    Thomas J. Strupp, Vice President
                                    and Chief Financial Officer and
                                    Secretary (Principal Financial
                                    and Accounting Officer)




























<PAGE> 18

                          FRANKLIN ELECTRIC CO., INC.
             EXHIBIT INDEX TO THE QUARTERLY REPORT ON FORM 10-Q
                  FOR THE THIRD QUARTER ENDED OCTOBER 1, 2005

Number     Description
- ------     -----------

   3.1     Amended Articles of Incorporation of Franklin Electric Co., Inc.

  31.1     Certification of Chief Executive Officer Pursuant to Section 302 of
           the Sarbanes-Oxley Act of 2002

  31.2     Certification of Chief Financial Officer Pursuant to Section 302 of
           the Sarbanes-Oxley Act of 2002

  32.1     Chief Executive Officer Certification Pursuant to 18 U.S.C. Section
           1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
           of 2002

  32.2     Chief Financial Officer Certification Pursuant to 18 U.S.C. Section
           1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
           of 2002





































5


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>rex31.txt
<DESCRIPTION>ARTICLES OF INCORPORATION
<TEXT>
<PAGE> 19                                                    EXHIBIT 3.1

Sept, 2005

                            FRANKLIN ELECTRIC CO., INC.
                   AMENDED AND RESTATED ARTICLES OF INCORPORATION



                                   ARTICLE I

                                      Name
                                      ----

    The name of the Corporation is Franklin Electric Co., Inc.

                                   ARTICLE II

                               Purposes and Powers
                               -------------------

    2.01.  PURPOSES.  The purposes for which the Corporation is formed are (a)
to engage in the general business of manufacturing production and selling
products, and (b) without limitation, to engage in any and all lawful business
or activity for which corporations may be incorporated under the Indiana
Business Corporation Law, as may be amended from time to time (the "IBCL").

    2.02.  POWERS.  The Corporation shall have (a) the same powers as an
individual to do all things necessary or convenient to carry out its business
and affairs, and (b) without limitation, all powers, rights and privileges
granted to corporations by the IBCL.

                                    ARTICLE III

                                Term of Existence
                                -----------------

    The period during which the Corporation shall continue is perpetual.

                                    ARTICLE IV

                       Registered Office and Registered Agent
                       --------------------------------------

    The current street address of the Corporation's registered office is 400
East Spring Street, Bluffton, Indiana 46714, and the name of the Corporation's
registered agent at that office is Thomas J. Strupp.

                                     ARTICLE V

                              Amount of Capital Stock
                              -----------------------

    The total number of shares into which the authorized capital stock of the
Corporation is divided is 50,100,000 shares, consisting of 5,100,000 shares
without par value and 45,000,000 shares with par value of $.10 per share.







<PAGE> 20

                                   ARTICLE VI

                             Terms of Capital Stock
                             ----------------------

    The shares of authorized capital stock are divided into classes as follows:

1. 100,000 shares of Preference Stock, without par value (hereinafter
      sometimes referred to as "Preference Stock");

2. 5,000,000 shares of Preferred Stock, without par value (hereinafter
      sometimes referred to as "Preferred Stock"); and

3. 45,000,000 shares of Common Stock, par value $.10 per share
      (hereinafter sometimes referred to as "Common Stock").

     The preferences, limitations and relative rights of each class are as
follows:

A.  PREFERENCE STOCK.

    Shares of Preference Stock may be issued from time to time in one or more
series, in such amounts and for such consideration as the Board of Directors
may determine and with such preferences, limitations and relative rights as
shall be determined and stated by the Board of Directors. Such preferences,
limitations and relative rights shall be determined and stated for each such
series of Preference Stock by resolution of the Board of Directors prior to
the issuance of each of such series, which resolution shall authorize the
issuance of such series and the authority for which is hereby granted to the
Board of Directors of the Corporation. Without limiting the generality of the
authority granted to the Board of Directors herein, the Board of Directors
shall have the power, right and authority to determine the following
preferences, limitations and relative rights:

    (1)    Designation.  The designation of each series, which designation
shall be by distinguishing letter, number, title or combination thereof.

    (2)     Number.  The number of shares of any series to be issued.

    (3)     Dividend Source, Rate and Dates.  The source, rate and dates of any
dividends payable with respect to shares of any series; provided, however,
that no dividends shall be payable upon the shares of Preference Stock to the
extent that (i) the Corporation would not be able to pay its debts as they
become due in the usual course of business; or (ii) the Corporation's total
assets would be less than the sum of its total liabilities plus (unless
otherwise provided in these Articles of Incorporation) the amount that would
be needed, if the Corporation were to be dissolved at the time of the
distribution, to satisfy the preferential rights upon dissolution of the
shareholders whose preferential rights are superior to those receiving the
distribution.

     (4)    Dividend Accumulations.  Whether any dividends which may be payable
with respect to shares of any series shall be cumulative; and, if they shall
be cumulative, then the dates from which such dividends shall start to
cumulate.

    (5)     Dividend Preferences.  The preference or preferences, if any, to be
accorded dividends payable with respect to shares of any series.

<PAGE> 21

    (6)     Redemption.  The redemption rights and prices, if any, with respect
to shares of any series.

    (7)     Sinking Fund   The terms and amount of any sinking fund provided
for the redemption of shares of any series.

    (8)     Rights of Purchase.  The rights, if any, of the Corporation to
purchase for retirement, other than by way of redemption, shares of any
series, and the terms and conditions of any such purchase rights.

    (9)     Conversion.  Whether or not the shares of any series shall be
convertible into Common Stock or into shares of stock of any other series or
number of series or into any other security; and, if so, the conversion price
or prices, any adjustments thereof and/or any other terms and conditions upon
which such conversion may be effected.

    (10)     Liquidation. The preference or preferences, if any, with respect
to shares of any series entitled to receive the net assets of the Corporation
upon liquidation, dissolution or winding up of the Corporation.

    (11)     Voting. The voting rights, if any, to which the holders of the
shares of Preference Stock may be entitled.

B.   SERIES I JUNIOR PARTICIPATING PREFERENCE STOCK.

    This Section B of this Article VI hereby creates a series of Preference
Stock and hereby states the designation and number of shares, and fixes the
relative powers, preferences and rights of such series.

    (1)    Designation and Amount. The shares of such series shall be
designated as "Series I Junior Participating Preference Stock" (the "Series I
Preference Stock") and the number of shares constituting the Series I
Preference Stock shall be 100,000. Such number of shares may be increased or
decreased by resolution of the Board of Directors; provided, that no decrease
shall reduce the number of Series I Preference Stock to a number less than the
number of shares then outstanding plus the number of shares reserved for
issuance upon the exercise of outstanding options, rights or warrants or upon
the conversion of any outstanding securities issued by the Corporation
convertible into Series I Preference Stock.

    (2)     Dividend Rights.  Subject to the rights of the holders of any
shares of any series of Preference Stock (or any similar shares) ranking prior
and superior to the Series I Preference Stock with respect to dividends, the
holders of Series I Preference Stock, in preference to the holders of Common
Stock and of any other junior stock, shall be entitled to receive, when, as
and if declared by the Board of Directors out of funds legally available for
the purpose, quarterly dividends payable in cash on the fifteenth day of
February, May, August and November in each year (each such date being referred
to herein as a "Quarterly Dividend Payment Date"), commencing on the first
Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series I Preference Stock, in an amount per share
(rounded to the nearest cent) equal to the greater of (i) $16.00 or (ii)
subject to the provision for adjustment hereinafter set forth, 100 times the
aggregate per share amount of all cash dividends, and 100 times the aggregate
per share amount (payable in kind) of all non-cash dividends or other
distributions, other than a dividend payable in Common Stock or a subdivision
of the outstanding Common Stock (by reclassification or otherwise), declared
on the Common Stock since the immediately preceding Quarterly Dividend Payment
Date or, with respect to the first Quarterly Dividend Payment Date, since the

<PAGE> 22

first issuance of any Series I Preference Stock or fraction of a Series I
Preference Stock. In the event the Corporation shall at any time declare or
pay any dividend on the Common Stock payable in Common Stock, or effect a
subdivision or combination or consolidation of the outstanding Common Stock
(by reclassification or otherwise than by payment of a dividend in Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the amount to which holders of Series I Preference Stock were
entitled immediately prior to such event under clause (ii) of the preceding
sentence shall be adjusted by multiplying such amount by a fraction, the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

    The Corporation shall declare a dividend or distribution on the Series I
Preference Stock as provided in this paragraph 2 immediately after it declares
a dividend or distribution on the Common Stock (other than a dividend payable
in Common Stock); provided that, in the event no dividend or distribution
shall have been declared on the Common Stock during the period between any
Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend
Payment Date, a dividend of $16.00 per share on the Series I Preference Stock
shall nevertheless be payable on such subsequent Quarterly Dividend Payment
Date.

    Dividends shall begin to accrue and be cumulative on outstanding Series I
Preference Stock from the Quarterly Dividend Payment Date next preceding the
date of issue of such shares, unless the date of issue of such shares is prior
to the record date for the first Quarterly Dividend Payment Date, in which
case dividends on such shares shall begin to accrue from the date of issue of
such shares, or unless the date of issue is a Quarterly Dividend Payment Date
or is a date after the record date for the determination of holders of Series
I Preference Stock entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such dividends
shall begin to accrue and be cumulative from such Quarterly Dividend Payment
Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on
the Series I Preference Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be allocated
pro rata on a share-by-share basis among all such shares at the time
outstanding. The Board of Directors may fix a record date for the
determination of holders of Series I Preference Stock entitled to receive
payment of a dividend or distribution declared thereon, which record date
shall be not more than 60 days prior to the date fixed for the payment
thereof.

    (3)     Redemption. The Series I Preference Stock shall not be redeemable.

    (4)     Conversion. The Series I Preference Stock shall not be convertible
into Common Stock or shares of any other series of any other class of
preferred stock of the Corporation ("Preferred Stock") or Preference Stock
unless the terms of any such series provide otherwise.

    (5)     Liquidation. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, no distribution
shall be made, (i) to the holders of stock ranking junior (either as to
dividends or upon liquidation) to the holders of Series I Preference Stock
unless, prior thereto, the holders of Series I Preference Stock shall have
received from the assets of the Corporation a preferential amount equal to
$5,000 per share plus all accrued and unpaid dividends thereon, whether or not

<PAGE> 23

declared, to the date of payment, provided that the holders of Series I
Preference Stock shall be entitled to receive an aggregate amount per share,
subject to the provision for adjustment hereinafter set forth, equal to 100
times the aggregate amount to be distributed per share to holders of Common
Stock, or (ii) to the holders of stock ranking on a parity (either as to
dividends or upon liquidation, dissolution or winding up) with the Series I
Preference Stock, except distributions made ratably on the Series I Preference
Stock and all such parity stock in proportion to the total amounts to which
the holders of all such stock are entitled upon such liquidation, dissolution
or winding up. In the event the Corporation shall at any time declare or pay
any dividend on the Common Stock payable in Common Stock, or effect a
subdivision or combination or consolidation of the outstanding Common Stock
(by reclassification or otherwise than by payment of a dividend in Common
Stock) into a greater or lesser number of shares of Common Stock, then in each
such case the aggregate amount to which holders of Series I Preference Stock
were entitled immediately prior to such event under the proviso in clause (i)
of the preceding sentence shall be adjusted by multiplying such amount by a
fraction the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to
such event.

    (6)     Voting. Except as provided herein or as may be required by law,
holders of Series I Preference Stock shall have no special voting rights and
their consent shall not be required (except to the extent they are entitled to
vote with holders of Common Stock as set forth herein) for taking any
corporate action.

    In addition to any other voting rights as a separate class or otherwise to
which the holders of Series I Preference Stock may be entitled by law and
subject to the provision for adjustment hereinafter set forth, each share of
Series I Preference Stock shall entitle the holder thereof to 100 votes on all
matters submitted to a vote of the shareholders of the Corporation. In the
event the Corporation shall at any time declare or pay any dividend on the
Common Stock payable in Common Stock, or effect a subdivision or combination
or consolidation of the outstanding Common Stock (by reclassification or
otherwise than by payment of a dividend in Common Stock) into a greater or
lesser number of shares of Common Stock, then in each such case the number of
votes per share to which holders of Series I Preference Stock were entitled
immediately prior to such event shall be adjusted by multiplying such number
by a fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to
such event.

    Except as otherwise provided herein, in any other provisions of the
Restated Articles of Incorporation of the Corporation creating a series of
Preferred Stock or Preference Stock or any similar stock, or by law, the
holders of Series I Preference Stock and the holders of Common stock and any
other capital stock of the Corporation having general voting rights shall vote
together as one class on all matters submitted to a vote of shareholders of
the Corporation.

    If at the time of any annual meeting of shareholders for the election of
directors a "default in preference dividends," (as that term is hereinafter
defined), on the Series I Preference Stock shall exist, the number of
directors constituting the Board of Directors of the Company shall be
increased by two (2), and the holders of the Series I Preference Stock and any

<PAGE> 24

other series of Preference Stock (whether or not the holders of such stock
would be entitled to vote for the election of directors if such default in
preference dividends did not exist) shall have the right at such meeting,
voting together as a single class without regard to series, to the exclusion
of the holders of Common Stock, to elect two (2) directors of the Company to
fill such newly created directorships. Such right shall continue until there
are no dividends in arrears upon the Series I Preference Stock. Each director
elected by the holders of Series I Preference Stock and any other series of
Preference Stock (a "Preferred Director") shall continue to serve as such
director for the full term for which he shall have been elected,
notwithstanding that prior to the end of such term a default in preference
dividends shall cease to exist. Any Preferred Director may be removed by, and
shall not be removed except by, the vote of the holders of record of the
outstanding Series I Preference Stock and any other series of Preference Stock
voting together as a single class without regard to series, at a meeting of
the shareholders or of the holders of Series I Preference Stock and any other
series of Preference Stock called for the purpose. So long as a default in any
preference dividends on the Series I Preference Stock shall exist, (i) any
vacancy in the office of a Preferred Director may be filled (except as
provided in the following clause (ii)) by an instrument in writing signed by
the remaining Preferred Director and filed with the Company and (ii) in the
case of the removal of any Preferred Director, the vacancy may be filled by
the vote of the holders of the outstanding Series I Preference Stock and any
other series of Preference Stock voting together as a single class without
regard to series, at the same meeting at which such removal shall be voted.
Each director appointed as aforesaid by the remaining Preferred Director shall
be deemed, for all purposes hereof, to be a Preferred Director. Whenever the
term of office of the Preferred Directors shall end and a default in
preference dividends shall no longer exist, the number of directors
constituting the Board of Directors of the Company shall be reduced by two
(2). For the purposes hereof, a "default in preference dividends" on the
Series I Preference Stock shall be deemed to have occurred whenever the amount
of accrued dividends upon any series of the Series I Preference Stock shall be
equivalent to six (6) full quarterly dividends or more, and, having so
occurred, such default shall be deemed to exist thereafter until, but only
until, all accrued dividends on all Series I Preference Stock of each and
every series then outstanding shall have been paid to the end of the last
preceding quarterly dividend period.

    (7)     Certain Restrictions.

(a)  Whenever quarterly dividends or other dividends or distributions
payable on the Series I Preference Stock as provided in paragraph 2 of
this Section B are in arrears, thereafter and until all accrued and
unpaid dividends and distributions, whether or not declared, on Series I
Preference Stock outstanding shall have been paid in full, the
Corporation shall not:

(i) declare or pay dividends, or make any other distributions, on any
stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series I Preference Stock;

(ii)  declare or pay dividends, or make any other distributions, on
any stock ranking on a parity (either as to dividends or upon
liquidation, dissolution or winding up) with the Series I Preference
Stock, except dividends paid ratably on the Series I Preference Stock
and all such parity stock on which dividends are payable or in


<PAGE> 25

arrears in proportion to the total amounts to which the holders of
all such stock are then entitled;

(iii)  redeem or purchase or otherwise acquire for consideration any
stock ranking junior (either as to dividends or upon liquidation,
dissolution or winding up) to the Series I Preference Stock, provided
that the Corporation may at any time redeem, purchase or otherwise
acquire shares of any such junior stock in exchange for any shares of
the Corporation ranking junior (either as to dividends or upon
dissolution, liquidation or winding up) to the Series I Preference
Stock; or

(iv)  redeem or purchase or otherwise acquire for consideration any
Series I Preference Stock, or any stock ranking on a parity with the
Series I Preference Stock, except in accordance with a purchase offer
made in writing or by publication (as determined by the Board of
Directors) to all holders of such stock upon such terms as the Board
of Directors, after consideration of the respective annual dividend
rates and other relative rights and preferences of the respective
series and classes, shall determine in good faith will result in fair
and equitable treatment among the respective series or classes.

(b)  The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any stock of the
Corporation unless the Corporation could, under paragraph 7(a) of this
Section B, purchase or otherwise acquire such stock at such time and in
such manner.

    (8)   Consolidation, Merger, etc.  In case the Corporation shall enter into
any consolidation, merger, combination or other transaction in which the
Common Stock is exchanged for or changed into other stock or securities, cash
and/or any other property, then in any such case each share of Series I
Preference Stock shall at the same time be similarly exchanged or changed into
an amount per share, subject to the provision for adjustment hereinafter set
forth, equal to 100 times the aggregate amount of stock, securities, cash
and/or any other property (payable in kind), as the case may be, into which or
for which each share of Common Stock is changed or exchanged. In the event the
Corporation shall at any time declare or pay any dividend on the Common Stock
payable in Common Stock, or effect a subdivision or combination or
consolidation of the outstanding Common Stock (by reclassification or
otherwise than by payment of a dividend in Common Stock) into a greater or
lesser number of shares of Common Stock, then in each such case the amount set
forth in the preceding sentence with respect to the exchange or change of
Series I Preference Stock shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to
such event.

    (9)     Priorities.  So long as any Series I Preference Stock remains
outstanding, the Corporation shall not, without the affirmative vote or
written consent of the holders of at least two-thirds of the outstanding
Series I Preference Stock, voting together as a single class, amend, alter or
repeal any of the provisions of these Restated Articles of Incorporation so as
adversely to affect the preferences, limitations and relative rights of Series
I Preference Stock. So long as any Series I Preference Stock remains
outstanding, Series I Preference Stock shall rank, with respect to the payment
of dividends and the distribution of assets, junior to any other series of any

<PAGE> 26

other class of Preference Stock, unless the terms of any such series shall
provide otherwise.

    (10)     Status of Reacquired Shares.  The Corporation shall retire and
cancel any shares of Series I Preference Stock that it redeems, purchases or
otherwise acquires. All such shares shall upon their cancellation become
authorized but unissued shares of Preference Stock and may be reissued as part
of a new series of Preference Stock subject to the conditions and restrictions
on issuance set forth in the restated Articles of Incorporation creating a
series of Preference Stock or as otherwise required by law.

C.   PREFERRED STOCK.

    Preferred Stock may be issued from time to time in one or more series as
may from time to time be determined by the Board of Directors. Each series
shall be distinctly designated. All shares of any one series of the Preferred
Stock shall be alike in every particular, except that there may be different
dates from which dividends thereon, if any, shall be cumulative, if made
cumulative. The powers, preferences and relative, participating, optional and
other rights of each such series, and the qualifications, limitations or
restrictions thereof, if any, may differ from those of any other series at any
time outstanding. Subject to the provisions of Section D of this ARTICLE VI,
the Board of Directors is hereby expressly granted authority to fix by
resolution or resolutions adopted prior to the issuance of any shares of each
particular series of Preferred Stock, the designation, powers, preferences and
relative, participating, optional and other rights, and the qualifications,
limitations and restrictions thereof, if any, of such series, including, but
without limiting the generality of the foregoing, the following:

(a) the distinctive designation of, and the number of Preferred Stock
which shall constitute the series, which number may be increased (except
as otherwise fixed by the Board of Directors) or decreased (but not
below the number of shares thereof then outstanding) from time to time
by action of the Board of Directors;

(b) the rate and times at which, and the terms and conditions upon
which, dividends, if any, on shares of the series shall be paid, the
extent of preferences or relation, if any, of such dividends to the
dividends payable on any other class or classes of shares of the
Corporation, or on any series of Preferred Stock or of any other class
or classes of shares of the Corporation and whether such dividends shall
be cumulative or non-cumulative;

(c) the right, if any, of the holders of shares of the series to convert
the same into, or exchange the same for, shares of any other class or
classes of shares of the Corporation, or of any series of Preferred
Stock, and the terms and conditions of such conversion or exchange;

(d) whether shares of the series shall be subject to a redemption price
or prices including, without limitation, a redemption price or prices
payable in Common Stock and the time or times at which, and the terms
and conditions upon which shares of the series may be redeemed;

(e) the rights, if any, of the holders of shares of the series upon
voluntary or involuntary liquidation, merger, consolidation,
distribution or sale of assets, dissolution or winding up of the
Corporation;


<PAGE> 27

(f) the terms of the sinking fund or redemption or purchase account, if
any, to be provided for shares of the series; and

(g) the voting powers, if any, of the holders of shares of the series
which may, without limiting the generality of the foregoing, include (i)
the right to more or less than one vote per share on any or all matters
voted upon by the shareholders and (ii) the right to vote, as a series
by itself or together with other series of Preferred Stock or together
with all series of Preferred Stock as a class, upon such matters, under
such circumstances and upon such conditions as the Board of Directors
may fix, including, without limitation, the right, voting as a series by
itself or together with other series of Preferred Stock or together with
all series of Preferred Stock as a class, to elect one or more directors
of this Corporation in the event there shall have been a default in the
payment of dividends on any one or more series of Preferred Stock or
under such other circumstances and upon such conditions as the Board of
Directors may determine.

    No holder of any share of any series of Preferred Stock shall be entitled
to vote for the election of directors or in respect of any other matter except
as may be required by the Indiana Business Corporation Law, as amended, or as
is permitted by the resolution or resolutions adopted by the Board of
Directors authorizing the issue of such series of Preferred Stock.

D.   COMMON STOCK.

    (1)    Dividend Rights. Subject to the rights of all stock of the
Corporation ranking, as to dividends, senior to Common Stock, the holders of
Common Stock shall be entitled to receive such dividends, if any, as may be
declared by the Board of Directors of the Corporation from time to time and
paid on Common Stock out of any assets of the Corporation at the time legally
available for the payment of dividends.

    (2)    Liquidation. In the event of any voluntary or involuntary
liquidation, dissolution or winding up of the Corporation, the holders of the
shares of the Common Stock shall be entitled to share ratably in the assets of
the Corporation remaining after all distributions or payments shall have been
made to the holders of any class of stock (or series thereof) of the
Corporation ranking senior, as to liquidation rights, to Common Stock.

    The merger or share exchange of the Corporation with any other corporation,
or a sale, lease or conveyance of all or substantially all of its assets,
shall not be regarded as a liquidation, dissolution or winding up of the
Corporation within the meaning of this section.

    (3)     Voting.  Except as provided herein or as may be required by law,
all voting power shall vest exclusively in the holders of shares of Common
Stock. Each share of Common Stock shall be entitled to one vote on each matter
submitted to a vote of the shareholders of the Corporation.

E.   DISTRIBUTIONS TO SHAREHOLDERS.

    The Board of Directors may authorize and the Corporation may make
distributions to its shareholders if, after giving the distribution effect,
(a) the Corporation would be able to pay its debts as they become due in the
usual course of business and, (b) the Corporation's total assets would be
greater than its total liabilities, without regard to any amount that would be
needed, if the Corporation were to be dissolved at the time of the
distribution, to satisfy the preferential rights upon dissolution of

<PAGE> 28

shareholders whose preferential rights are superior to those receiving the
distribution.

                                 ARTICLE VII

                       Voting Rights of Common Stock
                       -----------------------------

    7.01.  COMMON STOCK.  Every holder of shares of common stock shall have the
right, at every shareholders' meeting, to one vote for each share of common
stock standing in his name on the books of the Corporation, except as
otherwise provided in the IBCL.

                                ARTICLE VIII

                                  Directors
                                  ---------

    8.01.  NUMBER.  The number of Directors shall be not less than three (3)
nor more than eleven (11) and the exact number may from time to time be fixed
by the By-Laws. If the By-Laws do not fix the number of Directors, then the
number of Directors shall be five (5).

    8.02.  CLASSES OF DIRECTOR.  The By-Laws may provide that the Directors
shall be divided into two (2) or three (3) classes, with each class containing
one-half (1/2) or one third (1/3) of the total, with an equal number of
Directors or as near equal as may be, and whose terms of office shall expire
at different times. If Directors are divided into classes, the terms of the
Directors in the first class shall expire at the first annual shareholders'
meeting after their election, the terms of the second class shall expire at
the second annual shareholders' meeting after their election, and the terms of
the third class, if any, shall expire at the third annual shareholders'
meeting after their election. At each annual shareholders' meeting thereafter,
Directors shall be chosen for a term of two (2) years or three (3) years, as
the case may be, to succeed those whose term expire. If the By-Laws provide
for a classified Board, then prior to the completion of their term of office,
a Director may be removed, with or without cause, only at a meeting of the
shareholders called and held for that purpose, by the affirmative vote of the
holders of outstanding shares of not less than two-thirds (2/3) of the shares
entitled to vote, by class, if applicable. Directors need not be shareholders.
A majority of the Directors at any time shall be citizens of the United
States.

    8.03.  VACANCIES.   Vacancies occurring in the Board of Directors shall be
filled in the manner provided in the By-Laws, or if the By-Laws do not provide
for the filling of vacancies then in the manner provided by Indiana law. The
By-Laws may also provide that in certain circumstances specified therein,
vacancies occurring in the Board of Directors may be filled by vote of the
shareholders at a special meeting called for that purpose or at the next
annual meeting of shareholders.

    8.04.  REMOVAL OF DIRECTORS.  Prior to the completion of their term of
office, and subject to the provisions of Section 8.02, a Director may only be
removed by the shareholders, and in the manner as provided under the IBCL.




<PAGE> 29

                                  ARTICLE IX

                  Provisions for Regulation of Business And
                  -----------------------------------------
                     Conduct of Affairs of Corporation
                     ---------------------------------

    9.01.  SHAREHOLDER MEETINGS AND BOARD MEETINGS. Meetings of the
shareholders may be held either at the principal office of the Corporation in
the State of Indiana or at any other place, within or without the State of
Indiana, as provided by the By-Laws of the Corporation and the notices of such
meetings. Meetings of the Board of Directors may be held at such place, either
within or without the State of Indiana, as may be authorized by the By-Laws.

    9.02.  POWERS OF BOARD.  In addition to the powers and authorities
hereinabove or by statute expressly conferred, the Board of Directors is
hereby authorized to exercise all such powers and do all such acts and things
as may be exercised or done by a corporation organized and existing under the
provisions of the IBCL. The Board of Directors shall have the exclusive power
to make, amend,  repeal or waive By-Laws and the provisions thereof.

    9.03.  NONLIABILITY OF SHAREHOLDERS. Shareholders of the Corporation are
not personally liable for the acts or debts of the Corporation, nor is private
property of shareholders subject to the payment of corporate debt.

    9.04.  INTERESTS OF DIRECTORS.

(a)  A conflict of interest transaction is a transaction with     the
Corporation in which a Director of the Corporation has a direct or
indirect interest. A conflict of interest transaction is not voidable by
the Corporation solely because of the Director's interest in the
transaction if any one (1) of the following is true:

(1)  The material facts of the transaction and the director's
interest were disclosed or known to the Board of Directors or a
Committee of the Board of Directors and the Board of Directors or
committee authorized, approved, or ratified the transaction.

(2)  The material facts of the transaction and the Director's
interest were disclosed or known to the shareholders entitled to vote
and they authorized, approved, or ratified the transaction.

       (3)   The transaction was fair to the Corporation.

(b)  For purposes of this Section 9.04, a Director of the Corporation
has an indirect interest in a transaction if:

(1)   another entity in which the Director has a material financial
interest or in which the Director is a general partner is a party to
the transaction, or

(2)   another entity of which the Director is a director, officer, or
trustee is a party to the transaction and the transaction is, or is
required to be, considered by the Board of Directors of the
Corporation.

(c)  For purposes of Section 9.04(a)(1), a conflict of interest
transaction is authorized, approved, or ratified if it receives the
affirmative vote of a majority of the Directors on the Board of

<PAGE> 30

Directors (or on the committee) who have no direct or indirect interest
in the transaction, but a transaction may not be authorized, approved,
or ratified under this section by a single Director. If a majority of
the Directors who have no direct or indirect interest in the transaction
vote to authorize, approve, or ratify the transaction, a quorum shall be
deemed present for the purpose of taking action under this Section 9.04.

The presence of, or a vote cast by, a Director with a direct or indirect
interest in the transaction does not affect the validity of any action
taken under Section 9.04(a)(l), if the transaction is otherwise
authorized, approved, or ratified as provided in such subsection.

(d)  For purposes of Section 9.04(a)(2), shares owned by or voted under
the control of a Director who has a direct or indirect interest in the
transaction, and shares owned by or voted under the control of an entity
described in Section 9.04(b), may be counted in a vote of shareholders
to determine whether to authorize, approve or ratify a conflict of
interest transaction.

(e)  This Section 9.04 shall not be construed to require authorization,
ratification, or approval by the shareholders of any transaction or to
invalidate any transaction that would otherwise be valid under common or
statutory law.

                                    ARTICLE X

                                Amendment or Repeal
                                -------------------

    10.01.  AMENDMENT OR REPEAL: CERTAIN PROVISIONS.  Any amendment or repeal
of all or any part of this Article X and of Sections 8.01 and 8.02 of Article
VIII, shall require the affirmative vote of the holders of outstanding shares
of not less than two-thirds (2/3) of the shares entitled to vote, by class, if
applicable.

    10.02.  AMENDMENT OR REPEAL: OTHER PROVISIONS.   Except as is otherwise
expressly provided in Section 10.01, all other provisions of the Articles of
Incorporation, as amended, may be amended or repealed in the manner now or
hereafter permitted by law, and all rights conferred upon shareholders by
these Articles of Incorporation, as amended, are conferred subject to this
reservation.

















5


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>3
<FILENAME>rex311.txt
<DESCRIPTION>CERTIFICATION OF CEO
<TEXT>
<PAGE> 31                                                       EXHIBIT 31.1

                                  CERTIFICATIONS
                                  --------------
                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                    ----------------------------------------
         PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
         ---------------------------------------------------------

     I, R. Scott Trumbull, Chairman and Chief Executive Officer of Franklin
Electric Co., Inc., certify that:

   1. I have reviewed this Quarterly Report on Form 10-Q of Franklin Electric
      Co., Inc., for the third quarter ending October 1, 2005;

   2. Based on my knowledge, this Quarterly Report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary
      to make the statements made, in light of the circumstances under which
      such statements were made, not misleading with respect to the period
      covered by this Quarterly Report;

   3. Based on my knowledge, the financial statements, and other financial
      information included in this Quarterly Report, fairly present in all
      material respects the financial condition, results of operations and
      cash flows of the registrant as of, and for, the periods presented in
      this Quarterly Report;

   4. The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
      control over financial reporting (as defined in Exchange Act Rules
      13a-15(f) and 15d-15(f)) for the registrant and we have:

         a. Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this Quarterly Report is being prepared;

         b. Designed such internal control over financial reporting, or
            caused such internal control over financial reporting to be
            designed under our supervision, to provide reasonable assurance
            regarding the reliability of financial reporting and the
            preparation of financial statements for external purposes in
            accordance with generally accepted accounting principles;

         c. Evaluated the effectiveness of the registrant's disclosure
            controls and procedures and presented in this report our
            conclusions about the effectiveness of the disclosure controls
            and procedures, as of the end of the period covered by this
            Quarterly Report based on such evaluation; and

        d.  Disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the
            registrant's most recent fiscal quarter (the registrant's fourth
            quarter in the case of an annual report) that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting; and


   5. The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting,
      to the registrant's auditors and the audit committee of registrant's
      board of directors or persons performing similar functions:

         a. All significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which
            are reasonably likely to adversely affect the registrant's
            ability to record, process, summarize and report financial
            information; and

         b. Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal control over financial reporting.


 Date:     November 3, 2005
           -----------------------

           /s/ R. Scott Trumbull
           -----------------------
            R. Scott Trumbull
            Chairman and Chief Executive Officer
            Franklin Electric Co., Inc.





































5


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>4
<FILENAME>rex312.txt
<DESCRIPTION>CERTIFICATION OF CFO
<TEXT>
<PAGE> 32                                                      EXHIBIT 31.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                     ----------------------------------------
            PURSUANT TO SECTION 203 OF THE SARBANES-OXLEY ACT OF 2002
            ---------------------------------------------------------

      I, Thomas J. Strupp, Vice President and Chief Financial Officer and
Secretary of Franklin Electric Co., Inc., certify that:

   1. I have reviewed this Quarterly Report on Form 10-Q of Franklin Electric
      Co., Inc., for the third quarter ending October 1, 2005;

   2. Based on my knowledge, this Quarterly Report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary
      to make the statements made, in light of the circumstances under which
      such statements were made, not misleading with respect to the period
      covered by this Quarterly Report;

   3. Based on my knowledge, the financial statements, and other financial
      information included in this Quarterly Report, fairly present in all
      material respects the financial condition, results of operations and
      cash flows of the registrant as of, and for, the periods presented in
      this Quarterly Report;

   4. The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
      control over financial reporting (as defined in Exchange Act Rules
      13a-15(f) and 15d-15(f)) for the registrant and we have:

         a. Designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others within those entities, particularly during the
            period in which this Quarterly Report is being prepared;

         b. Designed such internal control over financial reporting, or
            caused such internal control over financial reporting to be
            designed under our supervision, to provide reasonable assurance
            regarding the reliability of financial reporting and the
            preparation of financial statements for external purposes in
            accordance with generally accepted accounting principles;

         c. Evaluated the effectiveness of the registrant's disclosure
            controls and procedures and presented in this report our
            conclusions about the effectiveness of the disclosure controls
            and procedures, as of the end of the period covered by this
            Quarterly Report based on such evaluation; and

        d.  Disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the
            registrant's most recent fiscal quarter (the registrant's fourth
            quarter in the case of an annual report) that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting; and


   5. The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting,
      to the registrant's auditors and the audit committee of registrant's
      board of directors or persons performing similar functions:

         a. All significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which
            are reasonably likely to adversely affect the registrant's
            ability to record, process, summarize and report financial
            information; and

         b. Any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal control over financial reporting.


Date:      November 3, 2005
           -----------------------

           /s/ Thomas J. Strupp
           -----------------------
            Thomas J. Strupp
            Vice President and Chief Financial Officer and Secretary
            Franklin Electric Co., Inc.







































5


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>5
<FILENAME>rex321.txt
<DESCRIPTION>CEO CERTIFICATION
<TEXT>
<PAGE> 33                                                EXHIBIT 32.1

        CHIEF EXECUTIVE OFFICER CERTIFICATION PURSUANT TO 18 U.S.C.
        -----------------------------------------------------------
SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF
- ----------------------------------------------------------------------------
                                   2002
                                   ----

      In connection with the Quarterly Report of Franklin Electric Co., Inc.
(the "Company") on Form 10-Q for the third quarter ending October 1, 2005 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, R. Scott Trumbull, Chairman and Chief Executive Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

   1. The Report fully complies with the requirements of Section 13(a) or
      15(d) of the Securities Exchange Act of 1934; and

   2. The information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of the
      Company.


Date: November 3, 2005
      -----------------------

      /s/ R. Scott Trumbull
      -----------------------
       R. Scott Trumbull
       Chairman and Chief Executive Officer
       Franklin Electric Co., Inc.





























5


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>6
<FILENAME>rex322.txt
<DESCRIPTION>CFO CERTIFICATION
<TEXT>
<PAGE> 34                                                     EXHIBIT 32.2

         CHIEF FINANCIAL OFFICER CERTIFICATION PURSUANT TO 18 U.S.C.
         -----------------------------------------------------------
SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF
- ----------------------------------------------------------------------------
                                     2002
                                     ----


      In connection with the Quarterly Report of Franklin Electric Co., Inc.
(the "Company") on Form 10-Q for the third quarter ending October 1, 2005 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Thomas J. Strupp, Vice President and Chief Financial Officer and
Secretary of the Company, certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

   1. The Report fully complies with the requirements of Section 13(a) or
      15(d) of the Securities Exchange Act of 1934; and

   2. The information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of the
      Company.


Date: November 3, 2005
      -----------------------

      /s/ Thomas J. Strupp
      -----------------------
       Thomas J. Strupp
       Vice President and Chief Financial Officer and Secretary
       Franklin Electric Co., Inc.


5


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
