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

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

                        FRANKLIN ELECTRIC CO., INC.
                KEY EMPLOYEE PERFORMANCE INCENTIVE STOCK 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         100,000           $66.75             $6,675,000         $1,762.20
      share, (including related Common
      Stock Purchase Rights)
</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





                                   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 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
   corporation, or that he or she was serving at the request of the

                                      3





   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:

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

                                      4





        (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
   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


                                      5





   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

        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





                                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)




















                                      9
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18624}]
{"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": "333-34994", "film-number": "603911"}, "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
      (State or other jurisdiction                      (I.R.S. Employer
   of incorporation or organization)                   Identification No.)

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

                        FRANKLIN ELECTRIC CO., INC.
                KEY EMPLOYEE PERFORMANCE INCENTIVE STOCK 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         100,000           $66.75             $6,675,000         $1,762.20
      share, (including related Common
      Stock Purchase Rights)
(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

                                   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 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
   corporation, or that he or she was serving at the request of the

                                      3

   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:

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

                                      4

        (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
   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

                                      5

   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

        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

                                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)

                                      9