FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * davis delancey w   2. Issuer Name and Ticker or Trading Symbol FRANKLIN ELECTRIC CO INC [FELE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice President (Last) (First) (Middle) FRANKLIN ELECTRIC CO., INC., 9255 COVERDALE ROAD 3. Date of Earliest Transaction (Month/Day/Year) 06/04/2014 (Street) FORT WAYNE, IN 46809 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price common stock 06/04/2014   M   824 A $ 21.715 21,320 D   common stock 06/04/2014   M   2,518 A $ 32.53 23,838 D   common stock 06/04/2014   M   3,538 A $ 24.095 27,376 D   common stock 06/04/2014   F   5,497 D $ 38.22 21,879 D   common stock 06/05/2014   S   3,331 D $ 39.209 18,548 (1) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

option

$ 21.715

06/04/2014

M

824

(2)

03/02/2021

common stock

824

$ 0

3,324

D

option

$ 32.53

06/04/2014

M

2,518

(3)

03/06/2023

common stock

2,518

$ 0

7,552

D

option

$ 24.095

06/04/2014

M

3,538

(4)

05/04/2022

common stock

3,538

$ 0

7,076

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
davis delancey w FRANKLIN ELECTRIC CO., INC. 9255 COVERDALE ROAD FORT WAYNE, IN 46809			Vice President

Signatures

DeLancey W. Davis		06/05/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Includes 2531 restricted shares that vest 4 years after the 3/4/2014 grant date, 2804 restricted shares that vest 4 years after the 3/6/2013 grant date, 4370 restricted shares that vest 4 years after the 5/4/2012 grant date, 4186 restricted shares that vest 4 years from the 3/2/2011 grant date and 4657 shares owned outright.
(2)	The options became exercisable in four equal installments of 1/4 each year, beginning on the first anniversary of the 3/2/2011 grant date
(3)	The options became exercisable in four equal installments of 1/4 each year, beginning on the first anniversary of the 3/6/2013 grant date
(4)	The options become exerciseable in four equal installments of 1/4 each year, beginning on the first anniversary of the 5/4/2012 grant date

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