As filed with the Securities and Exchange Commission on April 17, 2000

                                               Registration No. 333-_____
   ======================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                        -----------------------------
                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                        -----------------------------
                         FRANKLIN ELECTRIC CO., INC.
           (Exact name of registrant as specified in its charter)

         Indiana 35-0827455                              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)

                         FRANKLIN ELECTRIC CO., INC.
              NONEMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN
                          (Full title of the plan)

                             GREGG C. SENGSTACK
                   VICE PRESIDENT, CHIEF FINANCIAL OFFICER
                         FRANKLIN ELECTRIC CO., INC.
                           400 EAST SPRING STREET
                           BLUFFTON, INDIANA 46714
                   (Name and address of agent for service)

                               (219) 824-2900
        (Telephone number, including area code, of agent for service)

                               WITH A COPY TO:

                              ROBERT J. REGAN
                            SCHIFF HARDIN & WAITE
                              6600 SEARS TOWER
                        CHICAGO, ILLINOIS 60606-6473
                               (312) 258-5606
                        -----------------------------







                       CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                                PROPOSED
                                                                MAXIMUM             PROPOSED
                                                AMOUNT          OFFERING            MAXIMUM             AMOUNT OF
          TITLE OF SECURITIES TO BE             TO BE           PRICE PER           AGGREGATE         REGISTRATION
                 REGISTERED                   REGISTERED        SHARE(1)        OFFERING PRICE(1)          FEE

      <S>                                     <C>               <C>             <C>                   <C>
      Common Stock, par value $.10 per
      share, (including related Common          25,000           $66.75             $1,668,750          $440.55
      Stock Purchase Rights)

      Interests in the Plan                      (2)               (2)                 (2)                (2)
</TABLE>

     (1)  Estimated solely for the purpose of calculating the registration
          fee pursuant to Rule 457(h) under the Securities Act of 1933, as
          amended, based on the average of the high and low sales prices of
          the Common Stock reported on the National Association of Securities
          Dealers Automated Quotation System on April 11, 2000.

     (2)  In addition, pursuant to Rule 416 (c) under the Securities Act of
          1933, this Registration Statement also covers an indeterminate
          amount of interests to be offered or sold pursuant to the Franklin
          Nonemployee Directors' Deferred Compensation Plan for which no
          separate fee is required.


























                                      2





                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


   ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents which have been filed by Franklin
   Electric Co., Inc. (the "Registrant") with the Securities and Exchange
   Commission (the "Commission") are incorporated herein by reference:

        (a)  The Registrant's Annual Report on Form 10-K for the fiscal
             year ended January 1, 2000;

        (b)  The description of the Registrant's Common Stock contained
             in a registration statement filed with the Commission
             pursuant to Section 12 of the Securities Exchange Act of
             1934, and any amendment or report filed for the purpose of
             updating such description; and

        (c)  The description of the Registrant's Common Stock Purchase
             Rights and the Rights Agreement dated as of October 15,
             1999, contained in the Registrant's Registration Statement
             on Form 8-A filed with the Commission on October 18, 1999.

        All documents subsequently filed by the Registrant and/or the
   Franklin Electric Co., Inc. Nonemployee Directors' Deferred
   Compensation Plan (the "Plan") pursuant to Sections 13(a), 13(c), 14
   and 15(d) of the Securities Exchange Act of 1934, prior to the filing
   of a post-effective amendment which indicates that all securities
   offered hereby have been sold or which deregisters all securities then
   remaining unsold, shall be deemed incorporated by reference herein and
   to be a part hereof from the date of filing of such documents.

   ITEM 4.  DESCRIPTION OF SECURITIES.

        Not applicable.

   ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

   ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Indiana Business Corporation Law permits indemnification of
   directors, employees and agents of corporations under certain
   conditions and subject to certain limitations.  Article VII of the By-
   laws of the Registrant ("Article VII") provides that each person who
   was or is a party to, or has been threatened to be made a party to any
   threatened, pending or completed action, suit or proceeding, whether
   civil, criminal, administrative or investigative, by reason of the
   fact that he or she is or was a director or officer of the

                                      3





   corporation, or that he or she was serving at the request of the
   corporation as a director or officer of another corporation,
   partnership, joint venture, trust, employee benefit plan or other
   enterprise, will be indemnified by the Registrant, to the fullest
   extent authorized by the Indiana Business Corporation Law, as
   currently in effect, against all expenses (including attorneys' fees),
   judgments, fines, and amounts paid in settlement actually and
   reasonably incurred by such person in connection with such action,
   suit or proceeding provided that the individual's conduct was in good
   faith, and the individual reasonably believed that in the case of
   conduct in the individual's official capacity with the Registrant,
   that such conduct was in its best interest and in all other cases,
   that the individual's conduct was at least not opposed to its best
   interest, and in the case of any criminal proceeding, the individual
   either had reasonable cause to believe the individual's conduct was
   lawful or had no reasonable cause to believe the individual's conduct
   was unlawful.  Article VII provides that the rights conferred thereby
   are contract rights between the Registrant and each director or
   officer serving in each such capacity, and any repeal or modification
   of Article VII shall not affect any rights or obligations thereunder
   with respect to any state of facts then or theretofore existing or any
   claim, action, suit or proceeding theretofore or thereafter brought or
   threatened based in whole or in part upon any such state of facts.
   Article VII provides that the Registrant may, by action of the Board
   of Directors, provide indemnification to its employees or agents of
   the Registrant, to the same extent as the indemnification provided to
   a director or officer of the Registrant.

        The Registrant has insurance which, subject to certain policy
   limits, deductible amounts and exclusions, insures directors and
   officers of the Registrant for liabilities incurred as a result of
   acts committed in their capacity as directors and officers or claims
   made against them by reason of their status as directors or officers.

   ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

   ITEM 8.  EXHIBITS.

        The exhibits filed herewith or incorporated by reference herein
   are set forth in the Exhibit Index filed as part of this registration
   statement.

   ITEM 9.  UNDERTAKINGS.

        The undersigned Registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are
   being made, a post-effective amendment to this registration statement:



                                      4





             (i)    To include any prospectus required by Section 10(a)(3)
             of the Securities Act of 1933;

             (ii)   To reflect in the prospectus any facts or events
             arising after the effective date of the registration
             statement (or the most recent post-effective amendment
             thereof) which, individually or in the aggregate, represent
             a fundamental change in the information set forth in the
             registration statement.  Notwithstanding the foregoing, any
             increase or decrease in volume of securities offered (if the
             total dollar value of securities offered would not exceed
             that which was registered) and any deviation from the low or
             high end of the estimated maximum offering range may be
             reflected in the form of prospectus filed with the
             Commission pursuant to Rule 424(b) if, in the aggregate, the
             changes in volume and price represent no more than a 20
             percent change in the maximum aggregate offering price set
             forth in the "Calculation of Registration Fee" table in the
             effective registration statement; and

             (iii)  To include any material information with respect to
             the plan of distribution not previously disclosed in the
             registration statement or any material change to such
             information in the registration statement;

   PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
   apply if the registration statement is on Form S-3 or Form S-8, and
   the information required to be included in a post-effective amendment
   by those paragraphs is contained in periodic reports filed with or
   furnished to the Commission by the Registrant pursuant to Section 13
   or 15(d) of the Securities Exchange Act of 1934 that are incorporated
   by reference in the registration statement.

        (2)  That, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment shall be
   deemed to be a new registration statement relating to the securities
   offered therein, and the offering of such securities at that time
   shall be deemed to be the initial BONA FIDE offering thereof.

        (3)  To remove from registration by means of a post-effective
   amendment any of the securities being registered which remain unsold
   at the termination of the offering.

        The undersigned Registrant hereby undertakes that, for purposes
   of determining any liability under the Securities Act of 1933, each
   filing of the Registrant's annual report pursuant to Section 13(a) or
   Section 15(d) of the Securities Exchange Act of 1934 (and, where
   applicable, each filing of an employee benefit plan's annual report
   pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
   is incorporated by reference in the registration statement shall be
   deemed to be a new registration statement relating to the securities


                                      5





   offered therein, and the offering of such securities at that time
   shall be deemed to be the initial BONA FIDE offering thereof.

        Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Registrant pursuant to the foregoing
   provisions, or otherwise, the Registrant has been advised that in the
   opinion of the Commission such indemnification is against public
   policy as expressed in the Act and is, therefore, unenforceable.  In
   the event that a claim for indemnification against such liabilities
   (other than the payment by the Registrant of expenses incurred or paid
   by a director, officer or controlling person of the Registrant in the
   successful defense of any action, suit or proceeding) is asserted by
   such director, officer or controlling person in connection with the
   securities being registered, the Registrant will, unless in the
   opinion of its counsel the matter has been settled by controlling
   precedent, submit to a court of appropriate jurisdiction the question
   whether such indemnification is against public policy as expressed in
   the Act, and will be governed by the final adjudication of such issue.


































                                      6






                                 SIGNATURES

        THE REGISTRANT.  Pursuant to the requirements of the Securities
   Act of 1933, the Registrant certifies that it has reasonable grounds
   to believe that it meets all of the requirements for filing on Form
   S-8 and has duly caused this registration statement to be signed on
   its behalf by the undersigned, thereunto duly authorized, in the City
   of Bluffton, State of Indiana on this 14th day of April, 2000.

                                           FRANKLIN ELECTRIC CO., INC.



                                      By:  /s/ William H. Lawson
                                           ------------------------------
                                           William H. Lawson
                                           Chairman of the Board and
                                           Chief Executive Officer


        Each person whose signature appears below appoints each of
   William H. Lawson and Gregg C. Sengstack as such person's true and
   lawful attorney to execute in the name of each such person, and to
   file, any amendments to this registration statement that such attorney
   deems necessary or desirable to enable the Registrant to comply with
   the Securities Act of 1933, and any rules, regulations, and
   requirements of the Commission with respect thereto, in connection
   with the registration of the shares of Common Stock (and the related
   Stock Purchase Rights attached thereto) that are subject to this
   registration statement, which amendments may make such changes in such
   registration statement as the above-named attorneys deem appropriate,
   and to comply with the undertakings of the Registrant made in
   connection with this registration statement, and each of the
   undersigned hereby ratifies all that said attorneys will do or cause
   to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
   registration statement has been signed by the following persons in the
   capacities and on the date indicated.














                                      7






<TABLE>
<CAPTION>
              SIGNATURE                                 TITLE                          DATE
              ---------                                 -----                          ----
     <S>                               <C>                                        <C>
     /s/ William H. Lawson             Chairman of the Board and                  April 14, 2000
     ----------------------            Chief Executive Officer
     William H. Lawson                 (Principal Executive Officer)


     /s/ John B. Lindsay               Vice Chairman of                           April 14, 2000
     ----------------------            the Board and Director
     John B. Lindsay


     /s/ Gregg C. Sengstack            Vice President and Chief                   April 14, 2000
     -----------------------           Financial Officer (Principal
     Gregg C. Sengstack                Financial and Accounting Officer)


     /s/ Jerome D. Brady               Director                                   April 14, 2000
     -----------------------
     Jerome D. Brady


     /s/ Robert H. Little              Director                                   April 14, 2000
     -----------------------
     Robert H. Little


     /s/ Patricia Schaefer             Director                                   April 14, 2000
     -----------------------
     Patricia Schaefer


     /s/ Donald J. Schneider           Director                                   April 14, 2000
     -----------------------
     Donald J. Schneider


     /s/ R. Scott Trumbull             Director                                   April 14, 2000
     -----------------------
     R. Scott Trumbull


     /s/ Juris Vikmanis                Director                                   April 14, 2000
     -----------------------
     Juris Vikmanis


     /s/ Howard B. Witt                Director                                   April 14, 2000
     -----------------------
     Howard B. Witt
</TABLE>


                                      8





        THE PLAN.  Pursuant to the requirements of the Securities Act of
   1933, the Plan Administrator has duly caused this registration
   statement to be signed on its behalf by the undersigned, thereunto
   duly authorized, in the City of Bluffton, State of Indiana, on April
   14, 2000.

                            FRANKLIN ELECTRIC CO., INC.
                            NONEMPLOYEE DIRECTORS' DEFERRED
                            COMPENSATION PLAN

                            By:  /s/ William H. Lawson
                                 ----------------------------------------
                                 William H. Lawson
                                 Member, Employee Benefits Committee


                            By:  /s/ Gregg C. Sengstack
                                 ----------------------------------------
                                 Gregg C. Sengstack
                                 Member, Employee Benefits Committee


                            By:  /s/ Gary D. Ward
                                 ----------------------------------------
                                 Gary D. Ward
                                 Member, Employee Benefits Committee

























                                      9





                                EXHIBIT INDEX

   Exhibit
   Number                        Exhibit
   -------                       -------

     4.1               Amended and Restated Articles of Incorporation of
                       Franklin Electric Co., Inc. (incorporated herein
                       by reference to the Company's Form 10-Q for the
                       quarter ended April 3, 1999)

     4.2               By-laws of Franklin Electric Co., Inc. as amended
                       to date (incorporated herein by reference to the
                       Company's Form 10-Q for the quarter ended April 3,
                       1999)

     4.3               Rights Agreement dated as of October 15, 1999
                       between Franklin Electric Co., Inc. and Illinois
                       Stock Transfer Company (incorporated herein by
                       reference to the Company's registration statement
                       on Form 8-A dated October 15, 1999)

      5                Opinion of Schiff Hardin & Waite

     23.1              Consent of Deloitte & Touche LLP

     23.2              Consent of Schiff Hardin & Waite (contained in
                       its opinion filed herein as Exhibit 5)

     24                Powers of Attorney (as set forth on the signature
                       pages hereto)






















                                     10
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20420}]
{"company-data": {"conformed-name": "FRANKLIN ELECTRIC CO INC", "cik": "0000038725", "assigned-sic": "3621", "irs-number": "350827455", "state-of-incorporation": "IN", "fiscal-year-end": "0103"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34996", "film-number": "603912"}, "business-address": {"street1": "400 E SPRING ST", "city": "BLUFFTON", "state": "IN", "zip": "46714", "phone": "2198242900"}, "mail-address": {"street1": "400 E SPRING STREET", "city": "BLUFFTON", "state": "IN", "zip": "46714"}}
As filed with the Securities and Exchange Commission on April 17, 2000

                                               Registration No. 333-_____
   ======================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                        -----------------------------
                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                        -----------------------------
                         FRANKLIN ELECTRIC CO., INC.
           (Exact name of registrant as specified in its charter)

         Indiana 35-0827455                              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)

                         FRANKLIN ELECTRIC CO., INC.
              NONEMPLOYEE DIRECTORS' DEFERRED COMPENSATION PLAN
                          (Full title of the plan)

                             GREGG C. SENGSTACK
                   VICE PRESIDENT, CHIEF FINANCIAL OFFICER
                         FRANKLIN ELECTRIC CO., INC.
                           400 EAST SPRING STREET
                           BLUFFTON, INDIANA 46714
                   (Name and address of agent for service)

                               (219) 824-2900
        (Telephone number, including area code, of agent for service)

                               WITH A COPY TO:

                              ROBERT J. REGAN
                            SCHIFF HARDIN & WAITE
                              6600 SEARS TOWER
                        CHICAGO, ILLINOIS 60606-6473
                               (312) 258-5606
                        -----------------------------

                       CALCULATION OF REGISTRATION FEE
PROPOSED
                                                                MAXIMUM             PROPOSED
                                                AMOUNT          OFFERING            MAXIMUM             AMOUNT OF
          TITLE OF SECURITIES TO BE             TO BE           PRICE PER           AGGREGATE         REGISTRATION
                 REGISTERED                   REGISTERED        SHARE(1)        OFFERING PRICE(1)          FEE
Common Stock, par value $.10 per
      share, (including related Common          25,000           $66.75             $1,668,750          $440.55
      Stock Purchase Rights)

      Interests in the Plan                      (2)               (2)                 (2)                (2)
(1)  Estimated solely for the purpose of calculating the registration
          fee pursuant to Rule 457(h) under the Securities Act of 1933, as
          amended, based on the average of the high and low sales prices of
          the Common Stock reported on the National Association of Securities
          Dealers Automated Quotation System on April 11, 2000.

     (2)  In addition, pursuant to Rule 416 (c) under the Securities Act of
          1933, this Registration Statement also covers an indeterminate
          amount of interests to be offered or sold pursuant to the Franklin
          Nonemployee Directors' Deferred Compensation Plan for which no
          separate fee is required.

                                      2

                                   PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents which have been filed by Franklin
   Electric Co., Inc. (the "Registrant") with the Securities and Exchange
   Commission (the "Commission") are incorporated herein by reference:

        (a)  The Registrant's Annual Report on Form 10-K for the fiscal
             year ended January 1, 2000;

        (b)  The description of the Registrant's Common Stock contained
             in a registration statement filed with the Commission
             pursuant to Section 12 of the Securities Exchange Act of
             1934, and any amendment or report filed for the purpose of
             updating such description; and

        (c)  The description of the Registrant's Common Stock Purchase
             Rights and the Rights Agreement dated as of October 15,
             1999, contained in the Registrant's Registration Statement
             on Form 8-A filed with the Commission on October 18, 1999.

        All documents subsequently filed by the Registrant and/or the
   Franklin Electric Co., Inc. Nonemployee Directors' Deferred
   Compensation Plan (the "Plan") pursuant to Sections 13(a), 13(c), 14
   and 15(d) of the Securities Exchange Act of 1934, prior to the filing
   of a post-effective amendment which indicates that all securities
   offered hereby have been sold or which deregisters all securities then
   remaining unsold, shall be deemed incorporated by reference herein and
   to be a part hereof from the date of filing of such documents.

   ITEM 4.  DESCRIPTION OF SECURITIES.

        Not applicable.

   ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

   ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Indiana Business Corporation Law permits indemnification of
   directors, employees and agents of corporations under certain
   conditions and subject to certain limitations.  Article VII of the By-
   laws of the Registrant ("Article VII") provides that each person who
   was or is a party to, or has been threatened to be made a party to any
   threatened, pending or completed action, suit or proceeding, whether
   civil, criminal, administrative or investigative, by reason of the
   fact that he or she is or was a director or officer of the

                                      3

   corporation, or that he or she was serving at the request of the
   corporation as a director or officer of another corporation,
   partnership, joint venture, trust, employee benefit plan or other
   enterprise, will be indemnified by the Registrant, to the fullest
   extent authorized by the Indiana Business Corporation Law, as
   currently in effect, against all expenses (including attorneys' fees),
   judgments, fines, and amounts paid in settlement actually and
   reasonably incurred by such person in connection with such action,
   suit or proceeding provided that the individual's conduct was in good
   faith, and the individual reasonably believed that in the case of
   conduct in the individual's official capacity with the Registrant,
   that such conduct was in its best interest and in all other cases,
   that the individual's conduct was at least not opposed to its best
   interest, and in the case of any criminal proceeding, the individual
   either had reasonable cause to believe the individual's conduct was
   lawful or had no reasonable cause to believe the individual's conduct
   was unlawful.  Article VII provides that the rights conferred thereby
   are contract rights between the Registrant and each director or
   officer serving in each such capacity, and any repeal or modification
   of Article VII shall not affect any rights or obligations thereunder
   with respect to any state of facts then or theretofore existing or any
   claim, action, suit or proceeding theretofore or thereafter brought or
   threatened based in whole or in part upon any such state of facts.
   Article VII provides that the Registrant may, by action of the Board
   of Directors, provide indemnification to its employees or agents of
   the Registrant, to the same extent as the indemnification provided to
   a director or officer of the Registrant.

        The Registrant has insurance which, subject to certain policy
   limits, deductible amounts and exclusions, insures directors and
   officers of the Registrant for liabilities incurred as a result of
   acts committed in their capacity as directors and officers or claims
   made against them by reason of their status as directors or officers.

   ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

   ITEM 8.  EXHIBITS.

        The exhibits filed herewith or incorporated by reference herein
   are set forth in the Exhibit Index filed as part of this registration
   statement.

   ITEM 9.  UNDERTAKINGS.

        The undersigned Registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are
   being made, a post-effective amendment to this registration statement:

                                      4

             (i)    To include any prospectus required by Section 10(a)(3)
             of the Securities Act of 1933;

             (ii)   To reflect in the prospectus any facts or events
             arising after the effective date of the registration
             statement (or the most recent post-effective amendment
             thereof) which, individually or in the aggregate, represent
             a fundamental change in the information set forth in the
             registration statement.  Notwithstanding the foregoing, any
             increase or decrease in volume of securities offered (if the
             total dollar value of securities offered would not exceed
             that which was registered) and any deviation from the low or
             high end of the estimated maximum offering range may be
             reflected in the form of prospectus filed with the
             Commission pursuant to Rule 424(b) if, in the aggregate, the
             changes in volume and price represent no more than a 20
             percent change in the maximum aggregate offering price set
             forth in the "Calculation of Registration Fee" table in the
             effective registration statement; and

             (iii)  To include any material information with respect to
             the plan of distribution not previously disclosed in the
             registration statement or any material change to such
             information in the registration statement;

   PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
   apply if the registration statement is on Form S-3 or Form S-8, and
   the information required to be included in a post-effective amendment
   by those paragraphs is contained in periodic reports filed with or
   furnished to the Commission by the Registrant pursuant to Section 13
   or 15(d) of the Securities Exchange Act of 1934 that are incorporated
   by reference in the registration statement.

        (2)  That, for the purpose of determining any liability under the
   Securities Act of 1933, each such post-effective amendment shall be
   deemed to be a new registration statement relating to the securities
   offered therein, and the offering of such securities at that time
   shall be deemed to be the initial BONA FIDE offering thereof.

        (3)  To remove from registration by means of a post-effective
   amendment any of the securities being registered which remain unsold
   at the termination of the offering.

        The undersigned Registrant hereby undertakes that, for purposes
   of determining any liability under the Securities Act of 1933, each
   filing of the Registrant's annual report pursuant to Section 13(a) or
   Section 15(d) of the Securities Exchange Act of 1934 (and, where
   applicable, each filing of an employee benefit plan's annual report
   pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
   is incorporated by reference in the registration statement shall be
   deemed to be a new registration statement relating to the securities

                                      5

   offered therein, and the offering of such securities at that time
   shall be deemed to be the initial BONA FIDE offering thereof.

        Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Registrant pursuant to the foregoing
   provisions, or otherwise, the Registrant has been advised that in the
   opinion of the Commission such indemnification is against public
   policy as expressed in the Act and is, therefore, unenforceable.  In
   the event that a claim for indemnification against such liabilities
   (other than the payment by the Registrant of expenses incurred or paid
   by a director, officer or controlling person of the Registrant in the
   successful defense of any action, suit or proceeding) is asserted by
   such director, officer or controlling person in connection with the
   securities being registered, the Registrant will, unless in the
   opinion of its counsel the matter has been settled by controlling
   precedent, submit to a court of appropriate jurisdiction the question
   whether such indemnification is against public policy as expressed in
   the Act, and will be governed by the final adjudication of such issue.

                                      6

                                 SIGNATURES

        THE REGISTRANT.  Pursuant to the requirements of the Securities
   Act of 1933, the Registrant certifies that it has reasonable grounds
   to believe that it meets all of the requirements for filing on Form
   S-8 and has duly caused this registration statement to be signed on
   its behalf by the undersigned, thereunto duly authorized, in the City
   of Bluffton, State of Indiana on this 14th day of April, 2000.

                                           FRANKLIN ELECTRIC CO., INC.

                                      By:  /s/ William H. Lawson
                                           ------------------------------
                                           William H. Lawson
                                           Chairman of the Board and
                                           Chief Executive Officer

        Each person whose signature appears below appoints each of
   William H. Lawson and Gregg C. Sengstack as such person's true and
   lawful attorney to execute in the name of each such person, and to
   file, any amendments to this registration statement that such attorney
   deems necessary or desirable to enable the Registrant to comply with
   the Securities Act of 1933, and any rules, regulations, and
   requirements of the Commission with respect thereto, in connection
   with the registration of the shares of Common Stock (and the related
   Stock Purchase Rights attached thereto) that are subject to this
   registration statement, which amendments may make such changes in such
   registration statement as the above-named attorneys deem appropriate,
   and to comply with the undertakings of the Registrant made in
   connection with this registration statement, and each of the
   undersigned hereby ratifies all that said attorneys will do or cause
   to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this
   registration statement has been signed by the following persons in the
   capacities and on the date indicated.

                                      7
SIGNATURE                                 TITLE                          DATE
              ---------                                 -----                          ----
/s/ William H. Lawson             Chairman of the Board and                  April 14, 2000
     ----------------------            Chief Executive Officer
     William H. Lawson                 (Principal Executive Officer)

     /s/ John B. Lindsay               Vice Chairman of                           April 14, 2000
     ----------------------            the Board and Director
     John B. Lindsay

     /s/ Gregg C. Sengstack            Vice President and Chief                   April 14, 2000
     -----------------------           Financial Officer (Principal
     Gregg C. Sengstack                Financial and Accounting Officer)

     /s/ Jerome D. Brady               Director                                   April 14, 2000
     -----------------------
     Jerome D. Brady

     /s/ Robert H. Little              Director                                   April 14, 2000
     -----------------------
     Robert H. Little

     /s/ Patricia Schaefer             Director                                   April 14, 2000
     -----------------------
     Patricia Schaefer

     /s/ Donald J. Schneider           Director                                   April 14, 2000
     -----------------------
     Donald J. Schneider

     /s/ R. Scott Trumbull             Director                                   April 14, 2000
     -----------------------
     R. Scott Trumbull

     /s/ Juris Vikmanis                Director                                   April 14, 2000
     -----------------------
     Juris Vikmanis

     /s/ Howard B. Witt                Director                                   April 14, 2000
     -----------------------
     Howard B. Witt
8

        THE PLAN.  Pursuant to the requirements of the Securities Act of
   1933, the Plan Administrator has duly caused this registration
   statement to be signed on its behalf by the undersigned, thereunto
   duly authorized, in the City of Bluffton, State of Indiana, on April
   14, 2000.

                            FRANKLIN ELECTRIC CO., INC.
                            NONEMPLOYEE DIRECTORS' DEFERRED
                            COMPENSATION PLAN

                            By:  /s/ William H. Lawson
                                 ----------------------------------------
                                 William H. Lawson
                                 Member, Employee Benefits Committee

                            By:  /s/ Gregg C. Sengstack
                                 ----------------------------------------
                                 Gregg C. Sengstack
                                 Member, Employee Benefits Committee

                            By:  /s/ Gary D. Ward
                                 ----------------------------------------
                                 Gary D. Ward
                                 Member, Employee Benefits Committee

                                      9

                                EXHIBIT INDEX

   Exhibit
   Number                        Exhibit
   -------                       -------

     4.1               Amended and Restated Articles of Incorporation of
                       Franklin Electric Co., Inc. (incorporated herein
                       by reference to the Company's Form 10-Q for the
                       quarter ended April 3, 1999)

     4.2               By-laws of Franklin Electric Co., Inc. as amended
                       to date (incorporated herein by reference to the
                       Company's Form 10-Q for the quarter ended April 3,
                       1999)

     4.3               Rights Agreement dated as of October 15, 1999
                       between Franklin Electric Co., Inc. and Illinois
                       Stock Transfer Company (incorporated herein by
                       reference to the Company's registration statement
                       on Form 8-A dated October 15, 1999)

      5                Opinion of Schiff Hardin & Waite

     23.1              Consent of Deloitte & Touche LLP

     23.2              Consent of Schiff Hardin & Waite (contained in
                       its opinion filed herein as Exhibit 5)

     24                Powers of Attorney (as set forth on the signature
                       pages hereto)

                                     10