SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter ended June 30, 2002                      Commission File No. 0-14841


                  FRANKLIN ELECTRONIC PUBLISHERS, INCORPORATED
             (Exact name of Registrant as specified in its charter)


Pennsylvania                                                          22-2476703
(State or other jurisdiction of                                 (I.R.S. Employer
incorporation or organization)                               Identification No.)

One Franklin Plaza, Burlington, New Jersey 08016-4907
(Address of principal executive office)

Registrant's telephone number (609) 386-2500

         Indicate by check mark whether Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that Registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.

                                  Yes [X]  No [ ]

                         COMMON STOCK OUTSTANDING AS OF
                        JUNE 30, 2002 - 7,946,882 SHARES




                                           FRANKLIN ELECTRONIC PUBLISHERS, INCORPORATED
                                                         AND SUBSIDIARIES
                                                    CONSOLIDATED BALANCE SHEETS
                                               (in thousands, except for share data)


                                                                                               June 30,             March 31,
                                                                                                2002                  2002
                                                                                           ----------------     -----------------
                                                                                             (Unaudited)           (Audited)
                                                                                                                  
                                                              ASSETS

CURRENT ASSETS:
      Cash and cash equivalents                                                                   $  2,870              $  2,497
      Accounts receivable, less allowance for doubtful accounts of $1,165 and $1,112                13,115                 6,932
      Inventories                                                                                   12,360                11,107
      Income tax receivable                                                                            809                   809
      Prepaids and other assets                                                                      1,954                 2,354
                                                                                                    ------                ------
      TOTAL CURRENT ASSETS                                                                          31,108                23,699
                                                                                                    ------                ------

PROPERTY AND EQUIPMENT                                                                               6,869                 6,988
                                                                                                    ------                ------

OTHER ASSETS:

      Deferred income tax asset                                                                      5,700                 5,700
      Trademark and goodwill                                                                         3,796                 3,796
      Advance royalties and licenses                                                                   688                   580
      Software development costs                                                                     2,425                 2,583
      Other assets                                                                                   3,968                 3,956
                                                                                                    ------                ------
      TOTAL OTHER ASSETS                                                                            16,577                16,615
                                                                                                    ------                ------

      TOTAL ASSETS                                                                                $ 54,554              $ 47,302
                                                                                                  ========              ========


                                               LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:
      Accounts payable and accrued expenses                                                       $ 15,835              $ 11,409
      Current portion of long-term liabilities - Other                                                 120                   126
                                                                                                    ------                ------
      TOTAL CURRENT LIABILITIES                                                                     15,955                11,535
                                                                                                    ------                ------

LONG-TERM LIABILITIES:

      Revolving credit facility                                                                     12,603                10,138
      Other liabilities                                                                              1,315                 1,321
                                                                                                    ------                ------
      TOTAL LONG-TERM LIABILITIES                                                                   13,918                11,459
                                                                                                    ------                ------

SHAREHOLDERS' EQUITY:

      Preferred stock, $2.50 par value, authorized 10,000,000 shares, 3,955 and
         3,767 issued and outstanding ($3,955 and $3,767 liquidation value)                          3,933                 3,745
      Common stock, no par value, authorized 50,000,000 shares, issued
         and outstanding, 7,946,882 and 7,946,882 shares                                            50,029                49,978
      Retained earnings (deficit)                                                                  (28,286)              (28,255)
      Foreign currency translation adjustment                                                         (995)               (1,160)
                                                                                                    ------                ------
      TOTAL SHAREHOLDERS' EQUITY                                                                    24,681                24,308
                                                                                                    ------                ------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                                                        $ 54,554              $ 47,302
                                                                                                  ========              ========

                                         See notes to consolidated financial statements.

                                       2



                 FRANKLIN ELECTRONIC PUBLISHERS, INCORPORATED
                               AND SUBSIDIARIES
                     CONSOLIDATED STATEMENT OF OPERATIONS
                  (in thousands, except for per share data)
                                 (unaudited)


                                                       Three Months Ended
                                                            June 30,
                                                 ----------------------------
                                                      2002            2001
                                                 ------------    ------------

SALES                                             $   16,517      $   16,009
COST OF SALES                                          9,113           9,362
                                                 ------------    ------------
GROSS MARGIN                                           7,404           6,647
                                                 ------------    ------------

EXPENSES:
   Sales and marketing                                 3,850           4,917
   Research and development                              679             970
   General and administrative                          2,155           2,217
                                                 ------------    ------------
      Total operating expenses                         6,684           8,104
                                                 ------------    ------------

OPERATING INCOME (LOSS)                                  720          (1,457)
   Interest expense                                     (176)           (374)
   Investment income (loss)                             (408)             37
   Other, net                                             21            (163)
                                                 ------------    ------------
INCOME (LOSS) BEFORE INCOME TAXES                        157          (1,957)
INCOME TAX  BENEFIT                                        -               -
                                                 ------------    ------------

NET INCOME (LOSS)                                        157          (1,957)
                                                 ------------    ------------

PREFERRED STOCK DIVIDEND                                 188              88
                                                 ------------    ------------

NET INCOME (LOSS) APPLICABLE TO
   COMMON SHAREHOLDERS                            $      (31)     $   (2,045)
                                                 ============    ============


NET INCOME (LOSS) PER COMMON SHARE:
   Basic                                          $        -      $    (0.26)
                                                 ============    ============
   Diluted                                        $        -      $    (0.26)
                                                 ============    ============

WEIGHTED AVERAGE COMMON SHARES:
   Basic                                               7,947           7,953
                                                 ============    ============
   Diluted                                             7,947           7,953
                                                 ============    ============


               See notes to consolidated financial statements.


                                       3




                                           FRANKLIN ELECTRONIC PUBLISHERS, INCORPORATED
                                                         AND SUBSIDIARIES
                                          CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                                              (in thousands, except for share data)


                                                                                                           Accumulated
                                                         Common Stock        Preferred Stock                 Other       Total
                                                    ---------------------- ------------------  Retained  Comprehensive Shareholders'
                                                       Shares     Amount    Shares    Amount   Earnings     Income *    Equity
                                                    ----------- ---------- -------- --------- -----------  ---------- ----------

                                                                                                
BALANCE - MARCH 31, 2002                             7,946,882  $  49,978    3,767  $  3,745  $  (28,255)  $  (1,160) $  24,308

 Issuance of shares and amortization of deferred
 compensation expense for shares issued for services         -          4        -         -           -           -          4
 Value of stock options granted                              -         47                                                    47
 Preferred stock dividend                                    -          -      188       188        (188)
 Net income for the period                                   -          -        -         -         157           -        157
 Foreign currency translation adjustment                     -          -        -         -           -         165        165
                                                    ----------- ---------- -------- --------- -----------  ---------- ----------
BALANCE - JUNE 30, 2002 (unaudited)                  7,946,882  $  50,029    3,955  $  3,933  $  (28,286)  $    (995) $  24,681
                                                    =========== ========== ======== ========= ===========  ========== ==========

  * Comprehensive income, i.e., net income plus the change in foreign currency balance sheet translation adjustments, totaled
$322 for the three months ended June 30, 2002.


                                         See notes to consolidated financial statements.



                                       4





                                 FRANKLIN ELECTRONIC PUBLISHERS, INCORPORATED
                                               AND SUBSIDIARIES
                                     CONSOLIDATED STATEMENT OF CASH FLOWS
                                                (in thousands)
                                                  (unaudited)

                                                                                   Three Months Ended
                                                                                        June 30,
                                                                             ---------------------------------
                                                                                  2002               2001
                                                                             --------------     --------------
                                                                                           
CASH FLOWS FROM OPERATING ACTIVITIES:
NET INCOME (LOSS)                                                             $         157      $      (1,957)
ADJUSTMENTS TO RECONCILE NET INCOME (LOSS)
TO NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
   Depreciation and amortization                                                        834              1,538
   Provision for losses on accounts receivable                                           63                 22
   Stock issued for services                                                             51                140
   Source (use) of cash from change in operating assets and liabilities:
     Accounts receivable                                                             (6,247)             2,009
     Inventories                                                                     (1,254)            (2,229)
     Prepaids and other assets                                                          400                243
     Accounts payable and accrued expenses                                            4,419                 75
   Other, net                                                                           (33)                41
                                                                             --------------     --------------
   NET CASH  USED IN OPERATING ACTIVITIES                                            (1,610)              (118)
                                                                             --------------     --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                                  (145)              (230)
   Software development costs                                                          (294)            (1,395)
   Change in other assets                                                              (201)              (176)
                                                                             --------------     --------------
   NET CASH USED IN INVESTING ACTIVITIES                                               (640)            (1,801)
                                                                             --------------     --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net proceeds from (repayments of) revolving credit facility                        2,465             (1,329)
   Proceeds from issuance of preferred shares                                             -              3,500
   Other liabilities                                                                     (7)               454
                                                                             --------------     --------------
   NET CASH PROVIDED BY FINANCING ACTIVITIES                                          2,458              2,625
                                                                             --------------     --------------
EFFECT OF EXCHANGE RATE CHANGES ON CASH                                                 165                 30
                                                                             --------------     --------------
INCREASE IN CASH AND CASH EQUIVALENTS                                                   373                736
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                      2,497              2,835
                                                                             --------------     --------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                    $       2,870      $       3,571
                                                                             ==============     ==============

                               See notes to consolidated financial statements.



                                       5



                  FRANKLIN ELECTRONIC PUBLISHERS, INCORPORATED
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

Reference is made to the financial  statements  included in the Company's annual
Report (Form 10-K) filed with the  Securities  and Exchange  Commission  for the
year ended March 31, 2002.

The  financial  statements  for the  periods  ended  June 30,  2002 and 2001 are
unaudited and include all  adjustments  necessary to a fair  presentation of the
results of operations for the periods then ended.  All such adjustments are of a
normal recurring nature. The results of the Company's operations for any interim
period are not necessarily indicative of the results of the Company's operations
for a full year.

OPERATIONS

Under FAS No.  131,  "Disclosure  about  Segments of an  Enterprise  and Related
Information",  the Company's  operations are treated as one operating segment as
it only reports profit and loss  information on an aggregate  basis to the chief
operating decision maker of the Company. Information about the Company's product
sales are as follows (in thousands):

                                                    June 30,
                                      -------------------------------------
Product Sales                              2002                 2001
---------------------------------     ----------------     ----------------
    Reference                                 $13,964              $11,857
    Rolodex                                     1,909                1,942
    eBookMan                                      190                2,210
    Other                                         454                    -
---------------------------------     ----------------     ----------------
    Total Sales                               $16,517              $16,009
=================================     ================     ================


Approximate  foreign sources of revenues  including export sales were as follows
(in thousands):

                                                    June 30,
                                      -------------------------------------
Product Sales                              2002                 2001
---------------------------------     ----------------     ----------------
    Europe                                     $2,931               $3,936
    Other International                         1,010                1,095


For the three-month periods ended June 30, 2002 and 2001, no customer accounted
for more than 10% of the Company's revenues.


                                       6



                  FRANKLIN ELECTRONIC PUBLISHERS, INCORPORATED
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

TRADEMARK AND GOODWILL

In June 2001,  the  Financial  Accounting  Standards  Board  (FASB)  issued SFAS
No.142,  "Goodwill and Other Intangible Assets." The Company adopted SFAS No.142
at the  beginning  of April 2002 for all goodwill  and other  intangible  assets
recognized  in the  Company's  statement of financial  position.  This  standard
changes  the  accounting  for  goodwill  from  an  amortization   method  to  an
impairment-only  approach, and introduces a new model for determining impairment
charges.

Upon initial  application  of SFAS No. 142 the trademark and goodwill are deemed
to have an  indefinite  useful life because  they are expected to generate  cash
flows  indefinitely.  Thus,  the Company  ceased  amortizing  the  trademark and
goodwill on April 1, 2002.

An  impairment  write-down  of the  trademark  was  made as of March  31,  2002;
management  believes  that no further  write-down  of its  intangible  assets is
required as a result of adoption of SFAS No. 142.

The net income,  earnings-per-share  and amortization expense of the Company for
the period of initial application and prior period are as follows:

                                                       June 30,
                                          -------------------------------------
                                               2002                 2001
----------------------------------------  ----------------     ----------------
    Reported net income (loss)                       $157             $(1,957)
    Add back:
       Goodwill amortization                            -                  32
       Trademark amortization                           -                  97
                                          ----------------     ----------------
    Adjusted net income (loss)                       $157             $(1,828)
                                          ================     ================

Basic earnings per share:
       Reported net income (loss)                -                  $(0.26)
       Goodwill amortization                                            -
       Trademark amortization                                          .01
    Adjusted net income (loss)                   -                  $(0.24)

Diluted earnings per share:
       Reported net income (loss)                -                  $(0.26)
       Goodwill amortization                                            -
       Trademark amortization                                          .01
    Adjusted net income (loss)                   -                  $(0.24)


                                       7



                  FRANKLIN ELECTRONIC PUBLISHERS, INCORPORATED
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

RECENT ACCOUNTING PRONOUNCEMENTS

During  the year 2001,  the FASB  issued  SFAS No.  143,  "Accounting  for Asset
Retirement  Obligations"  and SFAS No. 144,  "Accounting  for the  Impairment or
Disposal  of  Long-Lived  Assets."  SFAS No. 143  related to  obligations  which
generally are incurred in connection  with the ownership of real property.  SFAS
No. 144 superseded  SFAS No. 121,  "Accounting  for the Impairment of Long-Lived
Assets and for  Long-Lived  Assets to Be Disposed  Of," and the  accounting  and
reporting  provisions of Accounting  Principles Board Opinion No.30,  "Reporting
the Results of Operations and Transactions,"  "Reporting the Effects of Disposal
of a Segment  of a  Business,"  and  "Extraordinary,  Unusual  and  Infrequently
Occurring Events and  Transactions" for the disposal of a segment of a business.
SFAS No. 144 also amended  Accounting  Research  Bulletin No. 51,  "Consolidated
Financial  Statements,"  to  eliminate  the  exception  to  consolidation  for a
subsidiary for which control is likely to be temporary. The Company believes the
adoption  of these  standards  will have no  material  impact  on its  financial
condition, results of operations or cash flows.

In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4, 44, and 64,  Amendment of FASB Statement No. 13, and Technical  Corrections."
This  Statement   rescinds  SFAS  No.  4,  "Reporting   Gains  and  Losses  from
Extinguishment  of Debt,"  and an  amendment  of that  Statement,  SFAS No.  64,
"Extinguishments  of  Debt  Made to  Satisfy  Sinking-Fund  Requirements."  This
Statement also rescinds SFAS Statement No. 44, "Accounting for Intangible Assets
of Motor Carriers." This Statement amends SFAS No. 13,  "Accounting for Leases",
to eliminate an inconsistency between the required accounting for sale-leaseback
transactions and the required  accounting for certain lease  modifications  that
have  economic  effects that are similar to  sale-leaseback  transactions.  This
Statement also amends other existing authoritative  pronouncements.  The Company
does not expect this  Statement  to have any  material  impact on its  financial
statements.

In July 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with Exit or Disposal  Activities"  (effective  January 1,  2003).  SFAS No. 146
replaces  current  accounting  literature and requires the  recognition of costs
associated  with exit or disposal  activities when they are incurred rather than
at the date of a commitment  to an exit or disposal  plan.  The Company does not
believe  the  adoption  of SFAS  No.  146 will  have a  material  effect  on the
Company's financial statements.

SUBSEQUENT EVENTS

In August  2002 the Company  agreed to sell its  approximately  82%  interest in
Voice Powered Technology  International,  Inc. to Belle Group, Ltd. for $100,000
in cash.


Reclassifications

Certain   reclassifications  have  been  made  to  the  prior  years'  financial
statements to conform to the current year presentation.  These reclassifications
had no effect on previously reported results of operations or retained earnings.


                                       8



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS (in thousands)
================================================================================

RESULTS OF OPERATIONS

Three months ended June 30, 2002 compared with three months ended June 30, 2001:

Net Sales

Sales of $16,517 for the quarter ended June 30, 2002,  were 3% higher than sales
of $16,009 for the same  quarter in the prior year.  The  increase is  primarily
attributable to higher sales of $2,208 of reference  products to U.S.  consumers
and higher sales (OEM) of products produced to customer  specifications of $958,
offset in part by lower  worldwide sales of eBookMan(R) of $2,020 ($1,257 in the
U.S.  and $761 in  Europe,  Mexico,  and  Australia)  and  lower  reference  and
ROLODEX(R)  Electronics  sales of $607 in  Germany  and  $209 in  other  Western
European  subsidiaries  as a  result  of  competitive  pressures  and  weakening
European economies.

Gross Margin

Gross margin increased to $7,404, or 45% of sales, from $6,647, or 42% of sales,
last year as the Company's  sales mix shifted to 85% of higher margin  reference
products  compared  with 74% last year.  Last year's  sales  included  $2,210 of
eBookMan(R)  sales having a gross margin of only 24%. The more  favorable  sales
mix resulted in approximately $500 of the increase in gross margin of $757.

Operating Expenses

Total  operating  expenses  decreased by $1,420 to $6,684 from $8,104 last year.
Sales and marketing expense decreased by $1,067 to $3,850 (or 23% of sales) from
$4,917 (or 31% of sales) primarily  because of a reduction of $1,264 of expenses
of the  eBookMan  product line and reduced  compensation  expense of $261 in the
current period, partially offset by increased market development expense of $370
and  increased  postage and freight of $195 in the current  year.  Research  and
development  expense  declined  from  $970  (or 6% of  sales)  to $679 (or 4% of
sales).  The  decrease  resulted  from the  discontinuance  of any current  year
research and  development  expenditures  relating to the  eBookMan  product line
which amounted to $315 in the prior year. General and administrative expense was
relatively unchanged at $2,155 (or 13% of sales) compared with $2,217 (or 14% of
sales) in the prior year. Within this category a decline of $286 in compensation
expense  and  consulting  fees was  partially  offset by an  increase of $127 in
depreciation primarily relating to the Company's new enterprise resource system.

Interest Expense

Interest  expense  declined  to $176 in the  current  period from $374 last year
because of a reduction in rates paid as all of the  Company's  borrowings in the
current period were under its secured financing facility with an average rate of
6% while  $10,329 of prior year debt  consisted  of Senior  Notes with a rate of
12-1/2%.


                                       9



Investment Loss

There was an investment  loss of $408 in the current period compared with income
of $37 last year because of the weakening of the U. S. dollar  against  European
currencies  during the  quarter.  This  weakening  resulted  in losses  from the
Company's  hedging  program  of  selling  Euros  at  current  rates  for  future
settlement  in order to protect the dollar  value of sales  generated by foreign
subsidiaries.  The  Company  expects  this loss to be offset by the  receipt  of
increased revenues in dollars from future European sales.

Net Income

The Company  reported net income of $157 in the current  period  compared with a
net loss of $1,957 in the prior year. The increase of $2,114 in income  resulted
primarily from a reduction in operating  expenses of $1,420 and increased  gross
margin of $757.

Changes in Financial Condition

Accounts  Receivable  increased  by $6,183 to $13,115 on June 30 from  $6,932 on
March 31 primarily because of an increase in sales of $4,264 during May and June
2002  compared  with  February and March 2002 and a reduction in the reserve for
returns of $836  because of normal  seasonal  factors.  Inventory  increased  by
$1,253 in anticipation of higher sales in the seasonally active second and third
fiscal quarters.  The increases in accounts  receivable and inventory are offset
by an increase of $4,426 in accounts  payable and $2,465 in the revolving credit
facility relating to the seasonal increase in purchases during May and June.

Liquidity and Capital Resources

The Company has a $25,000 secured  financing  facility with a commercial  lender
which  expires  on  December  7, 2004.  Borrowings  under the  revolving  credit
facility  bear interest at the bank's prime rate (4.75% at June 2002) plus 3/4%,
and the real property and equipment advances under the facility in the amount of
$4,175 bear  interest at the rate of prime plus 1-1/2%.  The  facility  contains
certain financial covenants and restrictions on indebtedness, dividend payments,
business combinations,  and other related items. As of June 30, 2002, no amounts
were  available  for payment of  dividends.  Borrowings  are  collateralized  by
substantially all assets of the Company.  As of June 30, 2002 the Company had an
outstanding  balance of $12,603 under the facility and is in compliance with all
covenants.

Management  believes that cash flow from  operations  and the secured  financing
facility  will be adequate to provide for the  Company's  liquidity  and capital
needs for the foreseeable future.

The Company has no material  commitments  for capital  expenditures  in the next
twenty-four months.


                                       10



PART II

ITEM 1.  LEGAL PROCEEDINGS

         In April 2002,  LeapFrog  Enterprises,  Inc. of Emeryville,  California
         filed an action for  declaratory  judgment of  non-infringement  of the
         Company's  United States Patent  entitled "Word Spelling and Definition
         Educational   Device."  Franklin's  patent,   issued  in  1993,  covers
         electronic  language skills teaching aid machines and systems to aid in
         the teaching of language skills,  such as the Company's Homework Wiz(R)
         products.  The Company believes that LeapFrog's  filing for declaratory
         judgment will have no adverse  financial  effect on Franklin.  In April
         2002, the Company filed a patent  infringement  claim against  LeapFrog
         alleging that Leapfrog's  products infringe on the Company's patent. In
         July  2002  the  Company  filed a  complaint  with  the  United  States
         International  Trade  Commission  asking  for  an  investigation  and a
         permanent  general  exclusion  order against the  importation  into the
         United States of certain LeapFrog  products.  In August 2002 the United
         States   International   Trade   Commission   voted  to   institute  an
         investigation   into  whether  certain  products  of  LeapFrog  violate
         Franklin's patent rights.

         The Company is subject to litigation  from time to time in the ordinary
         course of its  business.  The Company  does not  believe  that any such
         litigation  is  likely,  individually  or in the  aggregate,  to have a
         material adverse effect on the financial condition of the Company.

ITEM 2.  CHANGES IN SECURITIES - NONE

ITEM 3.  DEFAULT UPON SENIOR SECURITIES  - NONE

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS - NONE

ITEM 5.  OTHER INFORMATION  -

         During the second  fiscal  quarter  the  Company  terminated  its Sales
         Representative  Stock  Option Plan and the Sales  Representative  Stock
         Option Program prior to the issuance of any options thereunder.

         ROLODEX(R) is a registered trademark of Berol Corporation,  a
         subsidiary of Newell  Rubbermaid,  Inc. Rocket eBook(TM) is a
         trademark of NuvoMedia, Inc.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K  -

EXHIBITS NO.
------------
3.01    --   Certificate of Incorporation of the Company (Incorporated by
             reference to Exhibit 3.01 to Registration Statement on Form S-1,
             File No. 3-6612 (the "Company's 1986 S-1 Registration Statement"))
3.02    --   Articles of Amendment to the Certificate of Incorporation of the
             Company (Incorporated by reference to Exhibit 3.02 to the Company's
             1990 report on Form 10-K for the year ended March 31, 1990 (the
             "Company's 1990 10-K"))
3.03    --   Amended and Restated Statement of Rights and Preferences of Series
             A 10% Convertible Preferred Stock (Incorporated by reference to the
             Exhibit to the Company's Report on Form 8-K filed May 23, 2001)
3.04    --   By-laws of the Company (Incorporated by reference to Exhibit 3.02
             to the Company's 1986 S-1 Registration Statement)
3.05    --   Amendment to By-laws of the Company (Incorporated by reference to
             Exhibit A to the Company's Proxy Statement relating to the 1987
             Annual Meeting of Shareholders)
3.06    --   Amendment to By-laws of the Company (Incorporated by reference to
             Exhibit 3.05 to the Company's 1990 10-K)
99.1+   --   Certificate pursuant to 18 U.S.C. Section 1350 as adopted pursuant
             to Section 906 of the Sarbanes-Oxley Act of 2002


                                       11



                                   SIGNATURES

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

                                              FRANKLIN ELECTRONIC PUBLISHERS,
                                                       INCORPORATED
                                                        Registrant

August 14, 2002               /s/  Barry J. Lipsky
-----------------             --------------------
Date                          Barry J. Lipsky, President and
                              Chief Executive Officer
                              (Duly Authorized Officer)

August 14, 2002               /s/  Arnold D. Levitt
-----------------             -----------------------------------
Date                          Arnold D. Levitt, Senior Vice President,
                              Chief Financial Officer, and Treasurer
                              (Principal Financial and Accounting Officer)


                                       12