As filed with the Securities and Exchange Commission
                          on March 26, 1996

                  Registration No. _______________

                 SECURITIES AND EXCHANGE COMMISSION
                        Washington, DC 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 of     (IRS Employer Identification No.)
         Incorporation)
                             ____________

     400 East Spring Street
       Bluffton, Indiana                                    46714
(Address of Principal Executive Offices)                  (Zip Code)
                             ____________

                     Franklin Electric Co., Inc.
            1996 Nonemployee Director Stock Option Plan
                      (Full Title of the Plan)
                             ____________

                             Jess B. Ford
               Vice President, Chief Financial Officer
                     Franklin Electric Co., Inc.
                       400 East Spring Street
                       Bluffton, Indiana 46714
                           (219)824-2900
     (Name, Address, and Telephone Number, Including Area Code,
                        of Agent for Service)
                             ____________

<TABLE>
CALCULATION OF REGISTRATION FEE

<CAPTION>
                                       Proposed       Proposed
                           Amount      Maximum         Maximum        
Amount of
Title of Securities        to be    Offering Price    Aggregate      
Registration
to be Registered         Registered   Per Share<F1> Offering 
Price<F1>    Fee
----------------         ----------   ------------  -----------------     
---

<S>                        <C>          <C>           <C>            
<C>
Common Stock, par          90,000       $36.375       $3,273,750     
$1,128.88
value $.10 per share
(the "Common Stock")<F2>

<FN>
<F1>Computed on the basis of the average of the high and low sales 
price for the Common
    Stock reported on the National Association of Securities Dealers 
Automated Quotation
    System on March 20, 1996, pursuant to Rule 457(h) of the 
Securities Act of 1933, as
    amended, solely for the purpose of calculating the amount of the 
registration fee.

<F2>Each share of Common Stock includes one related Common Stock 
Purchase Right.  The
    Common Stock Purchase Rights are currently not evidenced by 
separate certificates and
    may not be transferred except upon transfer of the related shares 
of Common Stock. 
    The value attributed to the Common Stock Purchase Rights is 
reflected in the market
    price of the Common Stock of the Registrant.
</FN>
</TABLE>



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") are incorporated herein by 
reference:

   (a)  The Registrant's Annual Report on Form 10-K for the fiscal
        year ended December 30, 1995;

   (b)  The description of the Registrant's Common Stock, and related
        Common Stock Purchase Rights, contained in the Registrant's
        Registration Statement filed on Form 8-A filed with the
        Commission on February 26, 1991 under Section 12 of the
        Securities Exchange Act of 1934 (the "Exchange Act"), and the
        Registration Statement filed on Form S-4 (the Plan of
        Recapitalization) filed with the Securities and Exchange
        Commission ("Commission") on July 6, 1989.

     All documents filed by the Registrant pursuant to Sections 
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date 
of this Registration Statement and prior to the filing of a post-
effective amendment to this Registration Statement which indicates 
that all securities offered have been sold or which deregisters all 
securities then remaining unsold, shall be deemed to be incorporated 
herein by reference and to be a part hereof from the date of filing 
of such documents.

     Any statement contained in any document incorporated, or deemed 
to be incorporated, by reference herein shall be deemed to be 
modified or superseded for purposes of this Registration Statement to 
the extent that a statement contained herein or in any subsequently 
filed document which also is, or is deemed to be, incorporated by 
reference herein modifies or supersedes such statement.  Except as so 
modified or superseded, such statement shall not be deemed to 
constitute a part of this Registration Statement.

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 part to, or has 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 
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 the Registration 
Statement.

Item 9.  Undertakings.
----------------------

(a)  Rule 415 offerings.
     ------------------

     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;

     (ii)  To reflect in the prospectus any facts or events arising 
after the effective date of this Registration Statement (or the most 
recent posteffective amendment thereof) which, individually or in the 
aggregate, represent a fundamental change in the information set 
forth in this Registration Statement;

     (iii)  To include any material information with respect to the 
plan of distribution not previously disclosed in this Registration 
Statement or any material change to such information in this 
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 
by the registrant pursuant to Section 13 or Section 15(d) of the 
Exchange Act that are incorporated by reference in the registration 
statement.

     (2)  That, for the purpose of determining any liability under 
the Securities Act, 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.

(b)  Filings Incorporating Subsequent Exchange Act Documents By
---------------------------------------------------------------
Reference.
----------

     The undersigned registrant hereby undertakes that, for purposes 
of determining any liability under the Securities Act, each filing of 
the registrant's annual report pursuant to Section 13(a) or Section 
15(d) of the Exchange Act (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of 
the Exchange Act) that is incorporated by reference in this 
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.

(c) Filing of Registration Statement on Form S-8.
-------------------------------------------------

    Insofar as indemnification for liabilities arising under the 
Securities Act 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 Securities 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 by it is against public policy as expressed in the 
Securities Act and will be governed by the final adjudication of such 
issue.



                              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 Chicago, State of Illinois, on December 8, 1995.

                                        FRANKLIN ELECTRIC CO., INC.
                                                 (Registrant)

                                        By:   WILLIAM H. LAWSON    
                                           ------------------------
                                           William H. Lawson
                                           Chairman of the Board and
                                           Chief Executive Officer



                           POWER OF ATTORNEY

     Each person whose signature appears below appoints each of 
William H. Lawson and Jess B. Ford 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 Securities and Exchange Commission with respect thereto, in 
connection with the registration of the shares of Common Stock (and 
the related Preference 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.

     Signature                  Title                    Date
     ---------                  -----                    ----

WILLIAM H. LAWSON       Chairman of the Board and    December 8, 1995
-------------------     Chief Executive Officer
William H. Lawson       (Principal Executive Officer


JOHN B. LINDSAY         President                    December 8, 1995
-------------------
John B. Lindsay


JESS B. FORD            Vice President and Chief     December 8, 1995
-------------------     Financial Officer
                        (Principal Financial and
                        Accounting Officer)


WILLIAM W. KEEFER       Director                     December 8, 1995
-------------------
William W. Keefer


ROBERT H. LITTLE        Director                     December 8, 1995
-------------------
Robert H. Little


PATRICIA SCHAEFER       Director                     December 8, 1995
-------------------
Patricia Schaefer


DONALD J. SCHNEIDER     Director                     December 8, 1995
-------------------
Donald J. Schneider


GERARD E. VENEMAN       Director                     December 8, 1995
-------------------
Gerard E. Veneman


JURIS VIKMANIS          Director                     December 8, 1995
-------------------
Juris Vikmanis


HOWARD B. WITT          Director                     December 8, 1995
-------------------
Howard B. Witt



EXHIBIT INDEX



                                                        Sequentially
Exhibit Number              Exhibit                    Numbered Page
--------------              -------                    -------------

 4.1            Restated Articles of Incorporation of
                Franklin Electric Co., Inc. (incorporated
                herein by reference to Exhibit 3 of the
                Company's Form 10-K for the fiscal year
                ended December 30, 1989)

                Articles of Amendment of the Restated
                Articles of Incorporation of Franklin
                Electric Co., Inc. effective February 26,
                1991 (incorporated herein by reference to
                the Company's current report on Form 8-K
                dated February 26, 1991)

 4.2            By-laws of Franklin Electric Co., Inc.
                as amended, effective July 15, 1994
                (incorporated herein by reference to the
                Company's Form 10-K for the fiscal year
                ended December 31, 1994)

 4.3            Rights Agreement dated as of February 11,
                1991 between Franklin Electric Co., Inc.
                and Lincoln National Bank & Trust Co. of
                Fort Wayne (incorporated herein by reference
                to the Company's registration statement on
                Form 8-A dated February 26, 1991)

 4.4            Franklin Electric Co., Inc. 1996 
                Nonemployee Director Stock Option Plan

 5              Opinion of Schiff Hardin & Waite

23.1            Consent of Deloitte & Touche LLP

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

24              Powers of Attorney (contained on the 
                signature pages hereto)
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17624}]
{"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": "333-01957", "film-number": "96538395"}, "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 March 26, 1996

                  Registration No. _______________

                 SECURITIES AND EXCHANGE COMMISSION
                        Washington, DC 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 of     (IRS Employer Identification No.)
         Incorporation)
                             ____________

     400 East Spring Street
       Bluffton, Indiana                                    46714
(Address of Principal Executive Offices)                  (Zip Code)
                             ____________

                     Franklin Electric Co., Inc.
            1996 Nonemployee Director Stock Option Plan
                      (Full Title of the Plan)
                             ____________

                             Jess B. Ford
               Vice President, Chief Financial Officer
                     Franklin Electric Co., Inc.
                       400 East Spring Street
                       Bluffton, Indiana 46714
                           (219)824-2900
     (Name, Address, and Telephone Number, Including Area Code,
                        of Agent for Service)
                             ____________

CALCULATION OF REGISTRATION FEE
Proposed       Proposed
                           Amount      Maximum         Maximum        
Amount of
Title of Securities        to be    Offering Price    Aggregate      
Registration
to be Registered         Registered   Per Share
Offering 
Price
Fee
----------------         ----------   ------------  -----------------     
---
Common Stock, par          90,000       $36.375       $3,273,750     
$1,128.88
value $.10 per share
(the "Common Stock")
Computed on the basis of the average of the high and low sales 
price for the Common
    Stock reported on the National Association of Securities Dealers 
Automated Quotation
    System on March 20, 1996, pursuant to Rule 457(h) of the 
Securities Act of 1933, as
    amended, solely for the purpose of calculating the amount of the 
registration fee.
Each share of Common Stock includes one related Common Stock 
Purchase Right.  The
    Common Stock Purchase Rights are currently not evidenced by 
separate certificates and
    may not be transferred except upon transfer of the related shares 
of Common Stock. 
    The value attributed to the Common Stock Purchase Rights is 
reflected in the market
    price of the Common Stock of the Registrant.
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") are incorporated herein by 
reference:

   (a)  The Registrant's Annual Report on Form 10-K for the fiscal
        year ended December 30, 1995;

   (b)  The description of the Registrant's Common Stock, and related
        Common Stock Purchase Rights, contained in the Registrant's
        Registration Statement filed on Form 8-A filed with the
        Commission on February 26, 1991 under Section 12 of the
        Securities Exchange Act of 1934 (the "Exchange Act"), and the
        Registration Statement filed on Form S-4 (the Plan of
        Recapitalization) filed with the Securities and Exchange
        Commission ("Commission") on July 6, 1989.

     All documents filed by the Registrant pursuant to Sections 
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date 
of this Registration Statement and prior to the filing of a post-
effective amendment to this Registration Statement which indicates 
that all securities offered have been sold or which deregisters all 
securities then remaining unsold, shall be deemed to be incorporated 
herein by reference and to be a part hereof from the date of filing 
of such documents.

     Any statement contained in any document incorporated, or deemed 
to be incorporated, by reference herein shall be deemed to be 
modified or superseded for purposes of this Registration Statement to 
the extent that a statement contained herein or in any subsequently 
filed document which also is, or is deemed to be, incorporated by 
reference herein modifies or supersedes such statement.  Except as so 
modified or superseded, such statement shall not be deemed to 
constitute a part of this Registration Statement.

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 part to, or has 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 
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 the Registration 
Statement.

Item 9.  Undertakings.
----------------------

(a)  Rule 415 offerings.
     ------------------

     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;

     (ii)  To reflect in the prospectus any facts or events arising 
after the effective date of this Registration Statement (or the most 
recent posteffective amendment thereof) which, individually or in the 
aggregate, represent a fundamental change in the information set 
forth in this Registration Statement;

     (iii)  To include any material information with respect to the 
plan of distribution not previously disclosed in this Registration 
Statement or any material change to such information in this 
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 
by the registrant pursuant to Section 13 or Section 15(d) of the 
Exchange Act that are incorporated by reference in the registration 
statement.

     (2)  That, for the purpose of determining any liability under 
the Securities Act, 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.

(b)  Filings Incorporating Subsequent Exchange Act Documents By
---------------------------------------------------------------
Reference.
----------

     The undersigned registrant hereby undertakes that, for purposes 
of determining any liability under the Securities Act, each filing of 
the registrant's annual report pursuant to Section 13(a) or Section 
15(d) of the Exchange Act (and, where applicable, each filing of an 
employee benefit plan's annual report pursuant to Section 15(d) of 
the Exchange Act) that is incorporated by reference in this 
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.

(c) Filing of Registration Statement on Form S-8.
-------------------------------------------------

    Insofar as indemnification for liabilities arising under the 
Securities Act 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 Securities 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 by it is against public policy as expressed in the 
Securities Act and will be governed by the final adjudication of such 
issue.

                              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 Chicago, State of Illinois, on December 8, 1995.

                                        FRANKLIN ELECTRIC CO., INC.
                                                 (Registrant)

                                        By:   WILLIAM H. LAWSON    
                                           ------------------------
                                           William H. Lawson
                                           Chairman of the Board and
                                           Chief Executive Officer

                           POWER OF ATTORNEY

     Each person whose signature appears below appoints each of 
William H. Lawson and Jess B. Ford 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 Securities and Exchange Commission with respect thereto, in 
connection with the registration of the shares of Common Stock (and 
the related Preference 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.

     Signature                  Title                    Date
     ---------                  -----                    ----

WILLIAM H. LAWSON       Chairman of the Board and    December 8, 1995
-------------------     Chief Executive Officer
William H. Lawson       (Principal Executive Officer

JOHN B. LINDSAY         President                    December 8, 1995
-------------------
John B. Lindsay

JESS B. FORD            Vice President and Chief     December 8, 1995
-------------------     Financial Officer
                        (Principal Financial and
                        Accounting Officer)

WILLIAM W. KEEFER       Director                     December 8, 1995
-------------------
William W. Keefer

ROBERT H. LITTLE        Director                     December 8, 1995
-------------------
Robert H. Little

PATRICIA SCHAEFER       Director                     December 8, 1995
-------------------
Patricia Schaefer

DONALD J. SCHNEIDER     Director                     December 8, 1995
-------------------
Donald J. Schneider

GERARD E. VENEMAN       Director                     December 8, 1995
-------------------
Gerard E. Veneman

JURIS VIKMANIS          Director                     December 8, 1995
-------------------
Juris Vikmanis

HOWARD B. WITT          Director                     December 8, 1995
-------------------
Howard B. Witt

EXHIBIT INDEX

                                                        Sequentially
Exhibit Number              Exhibit                    Numbered Page
--------------              -------                    -------------

 4.1            Restated Articles of Incorporation of
                Franklin Electric Co., Inc. (incorporated
                herein by reference to Exhibit 3 of the
                Company's Form 10-K for the fiscal year
                ended December 30, 1989)

                Articles of Amendment of the Restated
                Articles of Incorporation of Franklin
                Electric Co., Inc. effective February 26,
                1991 (incorporated herein by reference to
                the Company's current report on Form 8-K
                dated February 26, 1991)

 4.2            By-laws of Franklin Electric Co., Inc.
                as amended, effective July 15, 1994
                (incorporated herein by reference to the
                Company's Form 10-K for the fiscal year
                ended December 31, 1994)

 4.3            Rights Agreement dated as of February 11,
                1991 between Franklin Electric Co., Inc.
                and Lincoln National Bank & Trust Co. of
                Fort Wayne (incorporated herein by reference
                to the Company's registration statement on
                Form 8-A dated February 26, 1991)

 4.4            Franklin Electric Co., Inc. 1996 
                Nonemployee Director Stock Option Plan

 5              Opinion of Schiff Hardin & Waite

23.1            Consent of Deloitte & Touche LLP

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

24              Powers of Attorney (contained on the 
                signature pages hereto)