FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * SIMONS JAMES H   2. Issuer Name and Ticker or Trading Symbol FRANKLIN ELECTRONIC PUBLISHERS INC [FEP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 800 THIRD AVE 3. Date of Earliest Transaction (Month/Day/Year) 12/02/2009 (Street) NEW YORK, NY 10022 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, $0.01 par value 12/02/2009   J(1)   410,000 D (2) 39,048 D   Common Stock, $0.01 par value 12/04/2009   J(1)   39,048 D (3) 0 D   Common Stock, $0.01 par value               1,684,640 I By Bermuda Trust Company Limited (4) Common Stock, $0.01 par value               4,701 I Held by Dr. Simons' child (5) Common Stock, $0.01 par value               4,701 I Held by Dr. Simons as custodian (6) Common Stock, $0.01 par value               4,701 I Held by Dr. Simons as administrator (7) Common Stock, $0.01 par value               850 I Held by Dr. Simons' wife (8) Common Stock, $0.01 par value               2,001 I Held by Dr. Simons' child (9) Common Stock, $0.01 par value               53 I Held by Renaissance Ventures Ltd. (10)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SIMONS JAMES H 800 THIRD AVE NEW YORK, NY 10022	X

Signatures

/s/ James H. Simons		12/04/2009
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents a capital contribution of such shares to Saunders Acquisition Corporation ("Saunders").
(2)	Disposed of pursuant to an Exchange Agreement with Saunders in exchange for 410,000 shares of Saunders' Series A Preferred Stock.
(3)	Disposed of pursuant to an Exchange Agreement with Saunders in exchange for 39,048 shares of Saunders' Series A Preferred Stock.
(4)	These Shares are held by Bermuda Trust Company Limited, as Trustee of the Lord Jim Trust, a trust created under the laws of the Islands of Bermuda (the "Trust"). The principal beneficiaries of the Trust are Dr. Simons and his parents and children.
(5)	These shares are held directly by Dr. Simons' child, Nathaniel Simons. Dr. Simons disclaims beneficial ownership of these shares for purposes of Section 16 of the Securities Exchange Act of 1934.
(6)	These shares are held directly by Dr. Simons' child, Audrey Simons. Dr. Simons disclaims beneficial ownership of these shares for the purposes of Section 16 of the Securities Exchange Act of 1934.
(7)	These shares are held directly by Dr. Simons as administrator of the estate of Nicholas Simons.
(8)	These shares are held directly by Dr. Simons' wife. Dr. Simons disclaims beneficial ownership of these shares for puposes of Section 16 of the Securities Exchange Act of 1934.
(9)	These shares are held directly by Dr. Simons' child, Elizabeth Simons. Dr. Simons disclaims beneficial ownership of these shares for the purposes of Section 16 of the Securities Exchange Act of 1934.
(10)	These shares are held by Renaissance Ventures Ltd., a New York corporation of which Dr. Simons is the sole shareholder.

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