Mail Stop 6010
      October 7, 2005



By U.S. Mail and Facsimile to (260) 827-5632

Mr. Gregg C. Sengstack
Senior Vice President, Chief Financial Officer and Secretary
Franklin Electric Co., Inc.
400 East Spring Street
Bluffton, Indiana 46714


      Re:	Franklin Electric Co., Inc.
      Form 10-K for the fiscal year ended January 1, 2005
      Forms 10-Q for the quarterly periods ended April 2, and
July,
2005
		File No. 0-00362

Dear Mr. Sengstack,

      We have reviewed your filing and have the following
comments.
We have limited our review to matters related to the issues raised
in
our comments.  Where indicated, we think you should revise your
future filings in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide
us with information so we may better understand your disclosure.
After reviewing this information, we may raise additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


Form 10-K for the year ended January 1, 2005

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 10

Results of Operations, page 10

1. We see that you have incurred approximately $5.5 million in
restructuring charges in the current year.  Please revise future
filings to provide the detailed disclosures required by SAB Topic
5(P)(4), especially the information relating to cost savings:
* Clearly identify the income statement line items to be impacted
- -
for example, cost of sales; selling and administrative expenses;
etc.
* Discuss whether you expect the cost savings to be offset by
anticipated increases in other expenses or reduced revenues.
* Should actual savings anticipated by the restructuring plan not
be
achieved as expected or are achieved in periods other than as
expected, revise MD&A in future filings to discuss that outcome,
why
it occurred, and the possible effects on future operating results
and
liquidity.

Summary of Significant Accounting Policies, page 21

2. We note from your disclosure that you sell certain products on
a
consignment basis. Tell us and revise future filings to separately
disclose your revenue recognition policy as it relates to
consignment
sales.  Additionally please revise your inventory presentation to
separately report the value of inventory consigned to others at
each
balance sheet date.  Refer to and tell us how you comply with
Question 2 of SAB Topic 13(A)(2).

3. We also see from your Form 8-K dated August 27, 2004 that you
began selling your submersible motor products through
distributors.
To the extent these sales have terms that differ from sales to OEM
customers, please tell us and revise future filings to address how
you account for price protection, price concessions, allowances,
credits/discounts and other sales incentives, as applicable.

Form 10-K for the year fiscal ended January 1, 2005, Forms 10-Q
for
the quarterly periods ended April 2, and July, 2005

Controls and Procedures

4. We note your disclosure that "the Company`s disclosure controls
and procedures are effective in timely alerting them to material
information relating to the Company and its subsidiaries required
to
be included in the Company`s periodic SEC filings."  The language
that is currently included after the word "effective" in your
disclosure appears to be superfluous, since the meaning of
"disclosure controls and procedures" is established by Rule 13a-
15(e)
of the Exchange Act. However, if you do not wish to eliminate this
language in future filings, please revise these disclosures in
future
filings so that the language that appears after the word
"effective"
is substantially similar in all material respects to the language
that appears in the entire two-sentence definition of "disclosure
controls and procedures" set forth in Rule 13a-15(e).


        As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your responses to our
comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed decision.  Since the company and
its management are in possession of all facts relating to a
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Eric Atallah, Staff Accountant at (202) 551-
3663
or me at (202) 551-3603 regarding comments on the financial
statements and related matters.  In this regard, do not hesitate
to
contact Angela Crane, Branch Chief, at (202) 551-3554 with any
other
questions.

      								Sincerely,

								Jay Webb
								Reviewing Accountant







??

??

??

??

Mr. Gregg C. Sengstack
Franklin Electric Co., Inc.
Page 1