8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d)

OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) October 14, 2005

FRANKLIN ELECTRIC CO., INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

INDIANA	0-362	35-0827455
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	(COMMISSION FILE NUMBER)	(I.R.S. EMPLOYER IDENTIFICATION NO.)

400 EAST SPRING STREET BLUFFTON, INDIANA	46714
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)	(ZIP CODE)

(260) 824-2900

(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

No Change

(Former name and former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02 Results of Operations and Financial Condition

The following information is furnished pursuant to Item 2.02 “Results of Operations and Financial Condition.”

On October 14, 2005, Franklin Electric Co., Inc. issued a press release announcing its third quarter 2005 earnings. A copy of the press release is attached hereto as Exhibit (99) and hereby incorporated by reference.

Item 9.01 Financial Statement and Exhibits

The following information is furnished pursuant to Item 9.01, “Financial Statements and Exhibits”: (99) Press Release, dated October 14, 2005 issued by Franklin Electric Co., Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

FRANKLIN ELECTRIC CO., INC.

(Registrant)

Date: October 17, 2005	By /s/ Thomas J Strupp
	Thomas J Strupp,
	Vice President, Chief Financial
	Officer and Secretary (Principal
	Financial and Accounting Officer)

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EX-99

Exhibit Index

EXHIBIT NO. (99) Press release, dated October 14, 2005 issued by Franklin Electric Co., Inc.

EXHIBIT 99

ADDITIONAL EXHIBITS

Press Release

For Immediate Release	For Further Information
	Refer to: Thomas J. Strupp
	260-824-2900

FRANKLIN ELECTRIC COMPANY

REPORTS RECORD INCOME AND SALES

FOR THE THIRD QUARTER OF 2005

Bluffton, Indiana - October 14, 2005 -- Franklin Electric Co., Inc. (NASDAQ:FELE) reported record third quarter 2005 net income of $13.2 million, an increase of 19 percent from $11.1 million for the same period a year ago. Diluted earnings per share were $0.57 compared to $0.48 for the third quarter of 2004.

Sales of $119.0 million in the third quarter of 2005 were also a record, an increase of $8.7 million or about 8 percent from $110.3 million for the same period a year ago. Incremental sales related to acquisitions for the third quarter of 2005 were about $6.7 million or 6 percent of prior year sales.

Operating earnings in the third quarter of 2005 were a record $20.2 million, up $2.8 million or about 16 percent compared to $17.5 million for the same period a year ago. The improvement in operating earnings was driven by the record sales as well as reduced labor cost from the Company’s growing manufacturing base in Mexico, Czech Republic and China. These improvements were partially offset by higher commodity costs and increased fixed costs incurred in connection with the company’s water systems distribution channel strategy change.

R. Scott Trumbull, Chairman and Chief Executive Officer, stated, “While we are pleased with the financial results we remain focused on achieving our strategic goals of serving our expanded customer base and lowering costs through our previously announced Global Manufacturing Realignment Program. Sales from our Franklin Pump Systems business unit grew significantly in the third quarter as we are in the early stages of establishing national distribution for three new pump brands. We are encouraged by the reception we are receiving from many leading water systems distributors. We also acquired technological rights for two additional pump product lines (large centrifugal and submersible turbine pumps) which will further expand our water systems product offerings. The Realignment Program is proceeding on schedule and is favorable to anticipated restructuring spending through the close of the third quarter of 2005. In the third quarter, approximately 25 percent of our global water systems manufacturing man-hours were in low cost countries (Mexico, Czech Republic and China) versus about 13 percent in the third quarter of 2004. While the Realignment Program is nearing completion, these activities to improve our overall manufacturing cost base will be an ongoing process that is a cornerstone of our competitive strategy going forward.”

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Water system product sales worldwide were up about 9 percent for third quarter of 2005 compared to the third quarter of 2004. Our pump, drives and controls product lines contributed significantly to the growth. However, third quarter 2005 unit sales of small submersible motors declined from the exceptionally strong third quarter of 2004, as last year, original equipment manufacturer (OEM) customers purchased ahead of our announced distribution strategy change.

Fueling system product sales worldwide during the third quarter were comparable to the same period in the prior year. During the third quarter Franklin Fueling Systems introduced its new electronic tank gauging and monitoring product (TS-5 SERIES) internationally. The new products will be introduced in the United States at the Petroleum Equipment Institute (PEI) trade show in November. We have received UL 971 Listing for our flexible piping in the quarter. We are the only flexible pipe supplier that has received this UL 971 Listing.

Franklin Electric is a global leader in the production and marketing of groundwater and fuel pumping systems and is a technical leader in submersible motors, drives, controls, and monitoring devices.

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“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995. Any forward looking statements contained herein involve risks and uncertainties, including but not limited to, general economic and currency conditions, various conditions specific to the Company’s business and industry, market demand, competitive factors, changes in distribution channels, supply constraints, technology factors, litigation, government and regulatory actions, the Company’s accounting policies, future trends, and other risks which are detailed in the Company’s Securities and Exchange Commission filings. These risks and uncertainties may cause actual results to differ materially from those indicated by the forward-looking statements.

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FRANKLIN ELECTRIC CO., INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
	Third Quarter Ended						Nine Months Ended
	Oct. 1,			Oct. 2,			Oct. 1,			Oct. 2,
	2005			2004			2005			2004
Net sales	$	119,043		$	110,336		$	325,014		$	296,687
Cost of sales		78,720			74,280			217,792			202,499
Gross profit		40,323			36,056			107,222			94,188
Selling and administrative expenses		19,072			16,875			55,320			47,856
Restructuring expense		1,039			1,724			1,749			3,676
Operating income		20,212			17,457			50,153			42,656
Interest expense		(198	)		(163	)		(553	)		(362	)
Other income		204			70			545			98
Foreign exchange gain / (loss)		239			(109	)		207			(333	)
Income before income taxes		20,457			17,255			50,352			42,059
Income taxes		7,211			6,125			17,750			14,930
Net income	$	13,246		$	11,130		$	32,602		$	27,129
Net income per share:
Basic	$	0.59		$	0.51		$	1.47		$	1.24
Diluted	$	0.57		$	0.48		$	1.41		$	1.18
Weighted average shares and equivalent
shares outstanding:
Basic		22,274			21,990			22,152			21,949
Diluted		23,187			23,131			23,147			22,966

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FRANKLIN ELECTRIC CO., INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)	Oct. 1,		Jan. 1,
	2005		2005
ASSETS:
Cash and equivalents	$	35,396	$	50,604
Investments		22,016		-
Receivables		41,647		39,312
Inventories		72,205		62,442
Other current assets		15,261		13,784
Total current assets		186,525		166,142
Property, plant and equipment, net		92,032		95,924
Goodwill and other assets		78,168		71,407
Total assets	$	356,725	$	333,473
LIABILITIES AND SHAREOWNERS' EQUITY:
Current maturities of long-term
debt and short-term borrowings	$	1,296	$	1,304
Accounts payable		18,560		16,594
Accrued liabilities		33,479		36,547
Total current liabilities		53,335		54,445
Long-term debt		13,258		13,752
Deferred income taxes		7,191		6,304
Employee benefit plan obligations		18,886		18,801
Other long-term liabilities		5,789		5,838
Shareowners' equity		258,266		234,333
Total liabilities and shareowners' equity	$	356,725	$	333,473

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FRANKLIN ELECTRIC CO., INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)	Oct. 1,			Oct. 2,
	2005			2004
Cash flows from operating activities:
Net income	$	32,602		$	27,129
Adjustments to reconcile net income to net
cash flows from operating activities:
Depreciation and amortization		11,581			11,654
Deferred income taxes		616			-
Loss on disposals of plant and equipment		69			96
Changes in assets and liabilities:
Receivables		(4,057	)		3,313
Inventories		(10,387	)		(5,634	)
Accounts payable and other accrued expenses		5,739			18,647
Employee benefit plans		1,215			(3,494	)
Other, net		671			(32	)
Net cash flows from operating activities		38,049			51,679
Cash flows from investing activities:
Additions to plant and equipment		(10,374	)		(15,724	)
Proceeds from sale of plant and equipment		1,054			8
Additions to deferred assets		(5,083	)		(9	)
Purchases of securities		(150,489	)		-
Proceeds from sale of securities		128,473			-
Cash paid for acquisitions, net of cash acquired		(8,509	)		-
Net cash flows from investing activities		(44,928	)		(15,725	)
Cash flows from financing activities:
Repayment of long-term debt		(213	)		(478	)
Proceeds from issuance of common stock		11,739			3,739
Purchases of common stock		(12,318	)		(3,091	)
Reduction of loan to ESOP Trust		233			232
Dividends paid		(6,203	)		(5,054	)
Net cash flows from financing activities		(6,762	)		(4,652	)
Effect of exchange rate changes on cash		(1,567	)		279
Net change in cash and equivalents		(15,208	)		31,581
Cash and equivalents at beginning of period		50,604			29,962
Cash and equivalents at end of period	$	35,396		$	61,543

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