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)
                               September 27, 1999
                               ------------------

                      FRANKLIN ELECTRONIC PUBLISHERS, INC.
                      ------------------------------------
             (Exact name of registrant as specified in its charter)

                                  Pennsylvania
                                  ------------
                 (State or other jurisdiction of incorporation)

            0-14841                                    22-2476703
            -------                                    ----------
   (Commission File Number)                (IRS Employer Identification Number)

                 One Franklin Plaza, Burlington, N.J. 08016-4907
                 -----------------------------------------------
                    (Address of Principal Executive Offices)

                  Registrant's telephone number (609) 386-2500
                                                --------------

                         Exhibit Index located on page 4

                               Page 1 of 61 pages

<PAGE>

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

      On September 27, 1999, Franklin Electronic Publishers Inc., a Pennsylvania
Corporation (the "Company") completed the sale of certain assets in connection
with the Company's REX line of connected organizers to Xircom, Inc., a
California corporation ("Xircom"), for a price of $13,250,000 which was paid in
cash at the closing. The purchase price was the result of substantial arms'
length negotiations between the Company and Xircom.

      There were no existing material relationships between the Company and
Xircom or any of their respective affiliates, directors, officers or associates
at the time of the transaction.

      Xircom is a manufacturer of electronic products.

      The transaction was approved by the Company's Board of Directors on
September 27, 1999.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(c)   Exhibits:

+10.1.1     Asset Purchase Agreement, dated September 27, 1999, between Xircom
            and the Company.

+10.1.2     License Agreement, dated September 27, 1999, between the Company and
            Xircom.

+10.1.3     Services Agreement, dated September 27, 1999, between the Company
            and Xircom.

99.1        Franklin Electronic Publishers, Inc. Press Release, dated September
            27, 1999.

----------------------

+     Confidential treatment has been requested with respect to certain portions
      of this exhibit, which have been omitted therefrom and have been
      separately filed with the Commission.


                               Page 2 of 61 pages
<PAGE>

                                   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 hereunto duly authorized.

                                           FRANKLIN ELECTRONIC PUBLISHERS, INC.


                                           By:    Gregory J. Winsky
                                              ----------------------------------
                                           Name:  Gregory J. Winsky
                                           Title: Executive Vice President

Date: October 12, 1999


                               Page 3 of 61 pages
<PAGE>

                                  EXHIBIT INDEX

Document                                                                Page No.

+10.1.1     Asset Purchase Agreement, dated September 27, 1999,
            between Xircom and the Company.                                  5

+10.1.2     License Agreement, dated September 27, 1999, between
            the Company and Xircom.                                         43

+10.1.3     Services Agreement, dated September 27, 1999, between
            the Company and Xircom.                                         54

99.1        Franklin Electronic Publishers, Inc. Press Release,
            dated September 27, 1999.                                       60

------------------------

+     Confidential treatment has been requested with respect to certain portions
      of this exhibit, which have been omitted therefrom and have been
      separately filed with the Commission.


                               Page 4 of 61 pages
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 4813}]
{"company-data": {"conformed-name": "FRANKLIN ELECTRONIC PUBLISHERS INC", "cik": "0000356841", "assigned-sic": "3579", "irs-number": "222476703", "state-of-incorporation": "PA", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-13198", "film-number": "99726494"}, "business-address": {"street1": "ONE FRANKLIN PLAZA", "city": "BURLINGTON", "state": "NJ", "zip": "08016", "phone": "6093862500"}, "mail-address": {"street1": "122 BURBS ROAD", "street2": "122 BURRS RD", "city": "MT HOLLY", "state": "NJ", "zip": "08060"}, "former-company": {"former-conformed-name": "FRANKLIN COMPUTER CORP", "date-changed": "19900510"}}
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)
                               September 27, 1999
                               ------------------

                      FRANKLIN ELECTRONIC PUBLISHERS, INC.
                      ------------------------------------
             (Exact name of registrant as specified in its charter)

                                  Pennsylvania
                                  ------------
                 (State or other jurisdiction of incorporation)

            0-14841                                    22-2476703
            -------                                    ----------
   (Commission File Number)                (IRS Employer Identification Number)

                 One Franklin Plaza, Burlington, N.J. 08016-4907
                 -----------------------------------------------
                    (Address of Principal Executive Offices)

                  Registrant's telephone number (609) 386-2500
                                                --------------

                         Exhibit Index located on page 4

                               Page 1 of 61 pages
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS

      On September 27, 1999, Franklin Electronic Publishers Inc., a Pennsylvania
Corporation (the "Company") completed the sale of certain assets in connection
with the Company's REX line of connected organizers to Xircom, Inc., a
California corporation ("Xircom"), for a price of $13,250,000 which was paid in
cash at the closing. The purchase price was the result of substantial arms'
length negotiations between the Company and Xircom.

      There were no existing material relationships between the Company and
Xircom or any of their respective affiliates, directors, officers or associates
at the time of the transaction.

      Xircom is a manufacturer of electronic products.

      The transaction was approved by the Company's Board of Directors on
September 27, 1999.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(c)   Exhibits:

+10.1.1     Asset Purchase Agreement, dated September 27, 1999, between Xircom
            and the Company.

+10.1.2     License Agreement, dated September 27, 1999, between the Company and
            Xircom.

+10.1.3     Services Agreement, dated September 27, 1999, between the Company
            and Xircom.

99.1        Franklin Electronic Publishers, Inc. Press Release, dated September
            27, 1999.

----------------------

+     Confidential treatment has been requested with respect to certain portions
      of this exhibit, which have been omitted therefrom and have been
      separately filed with the Commission.

                               Page 2 of 61 pages
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 hereunto duly authorized.

                                           FRANKLIN ELECTRONIC PUBLISHERS, INC.

                                           By:    Gregory J. Winsky
                                              ----------------------------------
                                           Name:  Gregory J. Winsky
                                           Title: Executive Vice President

Date: October 12, 1999

                               Page 3 of 61 pages
EXHIBIT INDEX

Document                                                                Page No.

+10.1.1     Asset Purchase Agreement, dated September 27, 1999,
            between Xircom and the Company.                                  5

+10.1.2     License Agreement, dated September 27, 1999, between
            the Company and Xircom.                                         43

+10.1.3     Services Agreement, dated September 27, 1999, between
            the Company and Xircom.                                         54

99.1        Franklin Electronic Publishers, Inc. Press Release,
            dated September 27, 1999.                                       60

------------------------

+     Confidential treatment has been requested with respect to certain portions
      of this exhibit, which have been omitted therefrom and have been
      separately filed with the Commission.

                               Page 4 of 61 pages