UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

____________

FORM 6-K

~~____________~~Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 Under the

~~REPORT OF~~Securities ~~FOREIGN~~Exchange ~~PRIVATE~~Act ~~ISSUER~~of 1934

~~PURSUANT TO~~June ~~RULE~~12, ~~13a-16 OR 15D-16 OF~~2012

~~THE SECURITIES~~Commission ~~EXCHANGE~~File ~~ACT~~Number: ~~OF 1934~~1-12570

For the month of May 2012

CE FRANKLIN LTD.

(~~Translation~~ Exact name of ~~Registrant's~~registrant ~~Name~~as ~~into~~specified ~~English~~in its charter)

Suite 1800, 635 8th Avenue S.W.

Calgary, Alberta, Canada T2P 3M3

(Address of ~~Principal~~principal ~~Executive~~executive ~~Offices~~offices)

( Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

Form 20-F ~~___XXX___~~þ Form 40-F o

Indicate by check mark if the registrant is submitting the Form 40 6-FK ~~_________~~in paper as permitted by Regulation S-T Rule 101(b)(1): o

(Indicate by check mark ~~whether~~if the registrant byis ~~furnishing~~submitting the ~~information~~Form ~~contained~~6-K in ~~this~~ ~~form~~paper isas ~~also~~permitted ~~thereby~~by ~~furnished~~Regulation ~~the~~S-T ~~information to the Commission pursuant to~~ Rule ~~12g3-2~~101(b) ~~under the Securities Exchange Act of 1934.~~(7): o

~~Yes _________ No~~DOCUMENTS ~~___XXX___~~FILED AS PART OF THIS FORM 6-K

~~(If "Yes"~~See ~~is marked, indicate below~~ the ~~file~~Exhibit ~~number~~Index ~~assigned~~ to ~~the registrant~~this inForm ~~connection with Rule 12g3~~6-~~2(b): 82-________)~~K.

EXHIBIT LIST

99.1 News Release Dated May 30, 2012

SIGNATURE

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

Date: May 30, 2012

	CE FRANKLIN LTD.


June 12, 2012	By:	/s/ Derren Newell
		Name: Derren Newell
		Title: Vice President and Chief Financial Officer

~~CE FRANKLIN LTD.~~2

~~By: "signed"~~ EXHIBIT INDEX

~~Name: Derren~~Exhibit ~~Newell~~No.

Title: Vice President and Chief Financial Officer

99.1	Material Change Report, dated June 8, 2012.
99.2	Notice of Meeting Date, dated May 31, 2012.
99.3	Disclosure Letter, dated May 30, 2012.
99.4	Arrangement Agreement, dated May 30, 2012.
99.5	Plan of Arrangement, Schedule 1.1(a) to Exhibit 99.4.
99.6	CE Franklin Shareholder Support Agreement (Officer and Director), Schedule 5.1(a)(i) to Exhibit 99.4.
99.7	CE Franklin Shareholder Support Agreement (other CE Franklin Shareholders), Schedule 5.1(a)(ii) to Exhibit 99.4.

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