As filed with the Securities and Exchange Commission on October 3, 1995
                                                  Registration No. 33- _____  

                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549
                                __________________

                                     FORM S-8
                              REGISTRATION STATEMENT
                                       UNDER
                            THE SECURITIES ACT OF 1933
                                __________________

                   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 Number)

                                One Franklin Plaza
                           Burlington, New Jersey  08016
                     (Address of principal executive offices)
                                ___________________

                   Franklin Electronic Publishers, Incorporated
                    1988 Amended and Restated Stock Option Plan
                             (Full title of the plan)
                                ___________________

                                                                
             Gregory J. Winsky, Esq.                    Copy to:            

             Senior Vice President                      Edward H. Cohen,Esq.
             One Franklin Plaza                         Rosenman & Colin  
             Burlington, New Jersey  08016              575 Madison Avenue   
   
             (609) 386-2500                             New York, New York 10022
             (Name, address and telephone               (212) 940-8580
             number of agent for service)
                                ___________________

                          CALCULATION OF REGISTRATION FEE
                                                                           
Title of                    Proposed maximum   Proposed maximum    Amount of
securities to Amount to be  offering price     aggregate offering  registration
be registered registered    per share*         price*              fee
                                                                           
Common Stock, 
 no par value  500,000       $35.4375             $17,718,750         $6,110   
      
                                                                               

* Estimated solely for the purpose of calculating the registration fee; 
computed, pursuant to Rule 457(c), upon the basis of the average of the high 
and low prices of the Common Stock on the New York Stock Exchange on 
September 27, 1995.

<PAGE>

                                      PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      Franklin Electronic Publishers, Incorporated (the "Company")
is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports and other information with the
Securities and Exchange Commission (the "Commission").  The
following documents, or portions thereof, filed by the Company
with the Commission pursuant to the Exchange Act are incorporated
in this Registration Statement by reference:

             a.    The Company's Annual Report on Form 10-K for the
      fiscal year ended March 31, 1995 (File No. 0-14841).

             b.    The Company's Quarterly Report on Form 10-Q for
      the fiscal quarter ended June 30, 1995 (File No. 0-14841).

             c.    The information in respect of the Company's common
      stock, no par value, under the caption "Description of
      Capital Stock" contained in the Company's Registration
      Statement on Form 8-A, filed on June 24, 1994 (Registration
      Number 1-13198).

      All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment hereto indicating that
all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to
be a part of this Registration Statement from the respective
dates of filings of such documents.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 9-04(a) of the By-Laws provides that a director of
the Company shall not be personally liable for monetary damages
for any action taken or any failure to take any action, unless
(i) the director has breached or failed to perform the duties of
his office as set forth in Section 512 of the Pennsylvania
Business Corporation Law (the "Pennsylvania BCL") (relating to
standard of care and justifiable reliance, as described below)
and (ii) the breach or failure to perform constitutes self-
dealing, willful misconduct or recklessness.  The Section does
not apply to the responsibility or liability of a director
pursuant to any criminal statute or to the liability of a
director for the payment of taxes pursuant to local, state or
federal law.  The Section does not limit the liability of
directors for violations of the federal securities laws in their
capacities as directors and officers of the Company.

<PAGE>

      Section 512 of the Pennsylvania BCL sets forth the standard
of care for directors.  As fiduciaries with respect to the
corporation they serve, directors are obligated to perform their
duties in good faith, in a manner they reasonably believe to be
in the best interests of the corporation, and with such care,
including reasonable inquiry, skill and diligence, as a person of
ordinary prudence would use under similar circumstances.  Section
512 also entitles a director to rely in good faith on
information, opinions, reports or statements, including financial
statements and other financial data, prepared or presented by
officers or employees of the corporation, attorneys, public
accountants, other experts or committees of the board upon which
the director does not serve, provided that the director
reasonably believes that such persons or committees are competent
with respect to the matter in question and the director has no
actual knowledge that would cause such reliance to be
unwarranted.  Directors may, in considering the best interests of
the corporation, consider the effects of any action upon the
corporation's employees, suppliers and customers, and upon the
communities in which the corporation has offices or other
establishments, as well as all other pertinent factors.  While
Section 9-04(a) of the By-Laws provides directors with protection
from awards of monetary damages for breaches of their duties,
including grossly negligent business decisions, it does not
eliminate their duty and standard of care.  Accordingly,
equitable remedies for such breaches, including injunctions, are
available.

      Sections 1741 and 1742 of the Pennsylvania BCL permit
Pennsylvania corporations to grant indemnification rights to
their directors, officers and other persons.  The following
provisions of Section 9-04 of the By-Laws are based upon the
indemnification provisions of these Pennsylvania statutes.

      Section 9-04(b) provides that each director or officer of
the Company who was or is a party to, or is threatened to be made
a party to, or is otherwise involved in, any threatened, pending
or completed action, suit or proceeding, including, without
limitation, an action by or in the right of the Company (a
shareholder's derivative action), by reason of being or having
been a director or officer of the Company (or serving at the
request of or for the benefit of the Company in any other
capacity, including as a director, officer, employee, agent,
partner or fiduciary for another entity), shall be indemnified by
the Company to the fullest extent permitted by Pennsylvania law,
against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement incurred by such person in
connection therewith.  The Company shall not, however, indemnify
any person for actions determined by a court to have constituted
willful misconduct or recklessness.

<PAGE>

      Section 9-04(c) obligates the Company to advance to
directors and officers the expenses incurred by them in defending
any of the proceedings specified above in advance of the final
disposition of such proceedings, provided that, so long as
Pennsylvania law continues so to require, such payment shall only
be made upon delivery to the Company by the indemnified party of
an undertaking to repay all amounts so advanced if it shall
ultimately be determined by a court that the person receiving
such payments is not entitled to be indemnified.

      Section 9-04(d) provides that the rights to indemnification
and to the advancement of expenses conferred in the By-Laws shall
be contractual rights and shall not be exclusive of any other
right that any person may have or acquire under the Company's
Articles of Incorporation or By-Laws or any statute, agreement or
otherwise.

      Section 9-04(f) provides that the Company may procure and
maintain insurance, or create a fund, to secure or insure its
indemnification obligations whether arising under the By-Laws or
otherwise.  The Company has not obtained such insurance.


ITEM 8.  EXHIBITS

   Exhibit No.                        Description

      *4(a)   -    Franklin Electronic Publishers, Incorporated 1988
                   Stock Option Plan, as amended and restated.

       4(b)   -    Certificate of Incorporation (incorporated by
                   reference to Exhibit 3.01 to the Company's
                   Registration Statement on Form S-1, Registration
                   No. 33-6621 (the "Company's 1986 Registration
                   Statement")).

       4(c)   -    Articles of Amendment to the Certificate of
                   Incorporation (incorporated by reference to
                   Exhibit 3.02 to the Company's Annual Report on
                   Form 10-K for the year ended March 31, 1990 (the
                   "Company's 1990 10-K")).

       4(d)   -    By-Laws of the Company (incorporated by reference
                   to Exhibit 3.03 to the Company's 1986 Registration
                   Statement).

       4(e)   -    Amendment to the 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).

       4(f)   -    Amendment to the By-Laws of the Company
                   (incorporated by reference to Exhibit 3.05 to the
<PAGE>

                   Company's 1990 10-K).

       4(g)   -    Amendment to the By-Laws of the Company
                   (incorporated by reference to Exhibit 3.06 to the
                   Company's Annual Report on Form 10-K for the year
                   ended March 31, 1991).

       4(h)   -    Specimen of common stock certificate of the
                   Company (incorporated by reference to Exhibit 4(h)
                   to the Company's Registration Statement on Form S-
                   8 (Registration No. 33-71112).

      *5      -    Opinion of Gregory J. Winsky, Esq.

       23(a)  -    Consent of Feldman Radin & Co., P.C. (included on
                   page II-8).

       23(b)  -    Consent of Gregory J. Winsky, Esq. (included in
                   Exhibit 5).
___________________________

*  Filed herewith 

<PAGE>

ITEM 9.  UNDERTAKINGS

      1.  The Registrant hereby undertakes:  (a)  to file, during
any period in which offers or sales are being made, a post-
effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution of
the securities being registered hereby not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement; (b)  that, for the
purpose of determining any liability under the Securities Act of
1933 (the "Act"), each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof; and (c)  to remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

      2.  The Registrant hereby undertakes that, for purposes of
determining liability under the Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

      3.  Insofar as indemnification for liabilities arising under
the Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that, in the
opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.

<PAGE>


                                    SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Burlington, State of New Jersey, on this 3rd day of
October, 1995.


                                      FRANKLIN ELECTRONIC PUBLISHERS,
                                        INCORPORATED
                                                   


                                      By      MORTON E. DAVID        
                                               Morton E. David
                                          Chairman, President and
                                          Chief Executive Officer


      Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.



      Signature                 Title                                Date



 MORTON E. DAVID         Chairman, President,                October 3, 1995
 Morton E. David         Chief Executive Officer,
                              and Director

 EDWARD H. COHEN                 Director                    October 3, 1995
 Edward H. Cohen


                                 Director                              
  Bernard Goldstein  


  LEONARD M. LODISH               Director                    October 3, 1995
  Leonard M. Lodish


  HOWARD L. MORGAN                Director                    October 3, 1995
  Howard L. Morgan


 JERRY R. SCHUBEL                 Director                    October 3, 1995
 Jerry R. Schubel


 JAMES H. SIMONS                  Director                    October 3, 1995
 James H. Simons

<PAGE>

 RICHARD E. SNYDER               Director                     October 3, 1995
 Richard E. Snyder


 MICHAEL R. STRANGE              Director                     October 3, 1995
 Michael R. Strange
                                                              

 WILLIAM H. TURNER               Director                     October 3, 1995
 William H. Turner


 KENNETH H. LIND            Vice President, Finance           October 3, 1995
 Kenneth H. Lind             (principal financial 
                             and accounting officer)         

<PAGE>

                          CONSENT OF INDEPENDENT AUDITORS


      We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated May 12,
1995, relating to the financial statements of Franklin Electronic
Publishers, Incorporated and its subsidiaries (File No. 0-14841)
in its Annual Report on Form 10-K for the fiscal year ended March
31, 1995.




                                            FELDMAN RADIN & CO., P.C.
                                            Certified Public Accountants

New York, New York
September 28, 1995


<PAGE>


                                   EXHIBIT INDEX
                                                                              
Document                                                                      
*4(a)  -     Franklin Electronic Publishers, Incorporated
             1988 Stock Option Plan, as amended and
             restated.

 4(b)  -     Certificate of Incorporation (incorporated by
             reference to Exhibit 3.01 to the Company's
             Registration Statement on Form S-1,
             Registration Number 33-6621 (the "Company's
             1986 Registration Statement")).

 4(c)  -     Articles of Amendment to the Certificate of
             Incorporation (incorporated by reference to
             Exhibit 3.02 to the Company's Annual Report
             on Form 10-K for the year ended March 31,
             1990 (the "Company's 1990 10-K")).

 4(d)  -     By-Laws of the Company (incorporated by
             reference to Exhibit 3.03 to the Company's
             1986 Registration Statement).

 4(e)  -     Amendment to the 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).

 4(f)  -     Amendment to the By-Laws of the Company
             (incorporated by reference to Exhibit 3.05 to
             the Company's 1990 10-K).

 4(g)  -     Amendment to the By-Laws of the Company
             (incorporated by reference to Exhibit 3.06 to
             the Company's Annual Report on Form 10-K for
             the year ended March 31, 1991).

 4(h)  -     Specimen of common stock certificate of the
             Company (incorporated by reference to Exhibit
             4(h) to the Company's Registration Statement
             on Form S-8 (Registration No. 33-71112).

*5     -     Opinion of Gregory J. Winsky, Esq.

 23(a) -     Consent of Feldman Radin & Co., P.C.
             (included on page II-8).

 23(b) -     Consent of Gregory J. Winsky, Esq. (included
             in Exhibit 5).
___________________________
*  Filed herewith
<PAGE>
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As filed with the Securities and Exchange Commission on October 3, 1995
                                                  Registration No. 33- _____  

                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549
                                __________________

                                     FORM S-8
                              REGISTRATION STATEMENT
                                       UNDER
                            THE SECURITIES ACT OF 1933
                                __________________

                   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 Number)

                                One Franklin Plaza
                           Burlington, New Jersey  08016
                     (Address of principal executive offices)
                                ___________________

                   Franklin Electronic Publishers, Incorporated
                    1988 Amended and Restated Stock Option Plan
                             (Full title of the plan)
                                ___________________

                                                                
             Gregory J. Winsky, Esq.                    Copy to:            

             Senior Vice President                      Edward H. Cohen,Esq.
             One Franklin Plaza                         Rosenman & Colin  
             Burlington, New Jersey  08016              575 Madison Avenue   
   
             (609) 386-2500                             New York, New York 10022
             (Name, address and telephone               (212) 940-8580
             number of agent for service)
                                ___________________

                          CALCULATION OF REGISTRATION FEE
                                                                           
Title of                    Proposed maximum   Proposed maximum    Amount of
securities to Amount to be  offering price     aggregate offering  registration
be registered registered    per share*         price*              fee
                                                                           
Common Stock, 
 no par value  500,000       $35.4375             $17,718,750         $6,110   
      
                                                                               

* Estimated solely for the purpose of calculating the registration fee; 
computed, pursuant to Rule 457(c), upon the basis of the average of the high 
and low prices of the Common Stock on the New York Stock Exchange on 
September 27, 1995.
PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      Franklin Electronic Publishers, Incorporated (the "Company")
is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports and other information with the
Securities and Exchange Commission (the "Commission").  The
following documents, or portions thereof, filed by the Company
with the Commission pursuant to the Exchange Act are incorporated
in this Registration Statement by reference:

             a.    The Company's Annual Report on Form 10-K for the
      fiscal year ended March 31, 1995 (File No. 0-14841).

             b.    The Company's Quarterly Report on Form 10-Q for
      the fiscal quarter ended June 30, 1995 (File No. 0-14841).

             c.    The information in respect of the Company's common
      stock, no par value, under the caption "Description of
      Capital Stock" contained in the Company's Registration
      Statement on Form 8-A, filed on June 24, 1994 (Registration
      Number 1-13198).

      All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment hereto indicating that
all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to
be a part of this Registration Statement from the respective
dates of filings of such documents.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

      Section 9-04(a) of the By-Laws provides that a director of
the Company shall not be personally liable for monetary damages
for any action taken or any failure to take any action, unless
(i) the director has breached or failed to perform the duties of
his office as set forth in Section 512 of the Pennsylvania
Business Corporation Law (the "Pennsylvania BCL") (relating to
standard of care and justifiable reliance, as described below)
and (ii) the breach or failure to perform constitutes self-
dealing, willful misconduct or recklessness.  The Section does
not apply to the responsibility or liability of a director
pursuant to any criminal statute or to the liability of a
director for the payment of taxes pursuant to local, state or
federal law.  The Section does not limit the liability of
directors for violations of the federal securities laws in their
capacities as directors and officers of the Company.
Section 512 of the Pennsylvania BCL sets forth the standard
of care for directors.  As fiduciaries with respect to the
corporation they serve, directors are obligated to perform their
duties in good faith, in a manner they reasonably believe to be
in the best interests of the corporation, and with such care,
including reasonable inquiry, skill and diligence, as a person of
ordinary prudence would use under similar circumstances.  Section
512 also entitles a director to rely in good faith on
information, opinions, reports or statements, including financial
statements and other financial data, prepared or presented by
officers or employees of the corporation, attorneys, public
accountants, other experts or committees of the board upon which
the director does not serve, provided that the director
reasonably believes that such persons or committees are competent
with respect to the matter in question and the director has no
actual knowledge that would cause such reliance to be
unwarranted.  Directors may, in considering the best interests of
the corporation, consider the effects of any action upon the
corporation's employees, suppliers and customers, and upon the
communities in which the corporation has offices or other
establishments, as well as all other pertinent factors.  While
Section 9-04(a) of the By-Laws provides directors with protection
from awards of monetary damages for breaches of their duties,
including grossly negligent business decisions, it does not
eliminate their duty and standard of care.  Accordingly,
equitable remedies for such breaches, including injunctions, are
available.

      Sections 1741 and 1742 of the Pennsylvania BCL permit
Pennsylvania corporations to grant indemnification rights to
their directors, officers and other persons.  The following
provisions of Section 9-04 of the By-Laws are based upon the
indemnification provisions of these Pennsylvania statutes.

      Section 9-04(b) provides that each director or officer of
the Company who was or is a party to, or is threatened to be made
a party to, or is otherwise involved in, any threatened, pending
or completed action, suit or proceeding, including, without
limitation, an action by or in the right of the Company (a
shareholder's derivative action), by reason of being or having
been a director or officer of the Company (or serving at the
request of or for the benefit of the Company in any other
capacity, including as a director, officer, employee, agent,
partner or fiduciary for another entity), shall be indemnified by
the Company to the fullest extent permitted by Pennsylvania law,
against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement incurred by such person in
connection therewith.  The Company shall not, however, indemnify
any person for actions determined by a court to have constituted
willful misconduct or recklessness.
Section 9-04(c) obligates the Company to advance to
directors and officers the expenses incurred by them in defending
any of the proceedings specified above in advance of the final
disposition of such proceedings, provided that, so long as
Pennsylvania law continues so to require, such payment shall only
be made upon delivery to the Company by the indemnified party of
an undertaking to repay all amounts so advanced if it shall
ultimately be determined by a court that the person receiving
such payments is not entitled to be indemnified.

      Section 9-04(d) provides that the rights to indemnification
and to the advancement of expenses conferred in the By-Laws shall
be contractual rights and shall not be exclusive of any other
right that any person may have or acquire under the Company's
Articles of Incorporation or By-Laws or any statute, agreement or
otherwise.

      Section 9-04(f) provides that the Company may procure and
maintain insurance, or create a fund, to secure or insure its
indemnification obligations whether arising under the By-Laws or
otherwise.  The Company has not obtained such insurance.

ITEM 8.  EXHIBITS

   Exhibit No.                        Description

      *4(a)   -    Franklin Electronic Publishers, Incorporated 1988
                   Stock Option Plan, as amended and restated.

       4(b)   -    Certificate of Incorporation (incorporated by
                   reference to Exhibit 3.01 to the Company's
                   Registration Statement on Form S-1, Registration
                   No. 33-6621 (the "Company's 1986 Registration
                   Statement")).

       4(c)   -    Articles of Amendment to the Certificate of
                   Incorporation (incorporated by reference to
                   Exhibit 3.02 to the Company's Annual Report on
                   Form 10-K for the year ended March 31, 1990 (the
                   "Company's 1990 10-K")).

       4(d)   -    By-Laws of the Company (incorporated by reference
                   to Exhibit 3.03 to the Company's 1986 Registration
                   Statement).

       4(e)   -    Amendment to the 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).

       4(f)   -    Amendment to the By-Laws of the Company
                   (incorporated by reference to Exhibit 3.05 to the
Company's 1990 10-K).

       4(g)   -    Amendment to the By-Laws of the Company
                   (incorporated by reference to Exhibit 3.06 to the
                   Company's Annual Report on Form 10-K for the year
                   ended March 31, 1991).

       4(h)   -    Specimen of common stock certificate of the
                   Company (incorporated by reference to Exhibit 4(h)
                   to the Company's Registration Statement on Form S-
                   8 (Registration No. 33-71112).

      *5      -    Opinion of Gregory J. Winsky, Esq.

       23(a)  -    Consent of Feldman Radin & Co., P.C. (included on
                   page II-8).

       23(b)  -    Consent of Gregory J. Winsky, Esq. (included in
                   Exhibit 5).
___________________________

*  Filed herewith
ITEM 9.  UNDERTAKINGS

      1.  The Registrant hereby undertakes:  (a)  to file, during
any period in which offers or sales are being made, a post-
effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution of
the securities being registered hereby not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement; (b)  that, for the
purpose of determining any liability under the Securities Act of
1933 (the "Act"), each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof; and (c)  to remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

      2.  The Registrant hereby undertakes that, for purposes of
determining liability under the Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

      3.  Insofar as indemnification for liabilities arising under
the Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions,
or otherwise, the Registrant has been advised that, in the
opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Burlington, State of New Jersey, on this 3rd day of
October, 1995.

                                      FRANKLIN ELECTRONIC PUBLISHERS,
                                        INCORPORATED
                                                   

                                      By      MORTON E. DAVID        
                                               Morton E. David
                                          Chairman, President and
                                          Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

      Signature                 Title                                Date

 MORTON E. DAVID         Chairman, President,                October 3, 1995
 Morton E. David         Chief Executive Officer,
                              and Director

 EDWARD H. COHEN                 Director                    October 3, 1995
 Edward H. Cohen

                                 Director                              
  Bernard Goldstein  

  LEONARD M. LODISH               Director                    October 3, 1995
  Leonard M. Lodish

  HOWARD L. MORGAN                Director                    October 3, 1995
  Howard L. Morgan

 JERRY R. SCHUBEL                 Director                    October 3, 1995
 Jerry R. Schubel

 JAMES H. SIMONS                  Director                    October 3, 1995
 James H. Simons
RICHARD E. SNYDER               Director                     October 3, 1995
 Richard E. Snyder

 MICHAEL R. STRANGE              Director                     October 3, 1995
 Michael R. Strange
                                                              

 WILLIAM H. TURNER               Director                     October 3, 1995
 William H. Turner

 KENNETH H. LIND            Vice President, Finance           October 3, 1995
 Kenneth H. Lind             (principal financial 
                             and accounting officer)
CONSENT OF INDEPENDENT AUDITORS

      We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated May 12,
1995, relating to the financial statements of Franklin Electronic
Publishers, Incorporated and its subsidiaries (File No. 0-14841)
in its Annual Report on Form 10-K for the fiscal year ended March
31, 1995.

                                            FELDMAN RADIN & CO., P.C.
                                            Certified Public Accountants

New York, New York
September 28, 1995
EXHIBIT INDEX
                                                                              
Document                                                                      
*4(a)  -     Franklin Electronic Publishers, Incorporated
             1988 Stock Option Plan, as amended and
             restated.

 4(b)  -     Certificate of Incorporation (incorporated by
             reference to Exhibit 3.01 to the Company's
             Registration Statement on Form S-1,
             Registration Number 33-6621 (the "Company's
             1986 Registration Statement")).

 4(c)  -     Articles of Amendment to the Certificate of
             Incorporation (incorporated by reference to
             Exhibit 3.02 to the Company's Annual Report
             on Form 10-K for the year ended March 31,
             1990 (the "Company's 1990 10-K")).

 4(d)  -     By-Laws of the Company (incorporated by
             reference to Exhibit 3.03 to the Company's
             1986 Registration Statement).

 4(e)  -     Amendment to the 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).

 4(f)  -     Amendment to the By-Laws of the Company
             (incorporated by reference to Exhibit 3.05 to
             the Company's 1990 10-K).

 4(g)  -     Amendment to the By-Laws of the Company
             (incorporated by reference to Exhibit 3.06 to
             the Company's Annual Report on Form 10-K for
             the year ended March 31, 1991).

 4(h)  -     Specimen of common stock certificate of the
             Company (incorporated by reference to Exhibit
             4(h) to the Company's Registration Statement
             on Form S-8 (Registration No. 33-71112).

*5     -     Opinion of Gregory J. Winsky, Esq.

 23(a) -     Consent of Feldman Radin & Co., P.C.
             (included on page II-8).

 23(b) -     Consent of Gregory J. Winsky, Esq. (included
             in Exhibit 5).
___________________________
*  Filed herewith