Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Schillings Walter
 2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2004		 3. Issuer Name and Ticker or Trading Symbol
FRANKLIN ELECTRONIC PUBLISHERS INC [FEP]
(Last)
(First)
(Middle)
C/O FRANKLIN ELECTRONIC PUBLISHERS INC., ONE FRANKLIN PLAZA		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Managing Director
 5. If Amendment, Date Original Filed(Month/Day/Year)
05/27/2005
(Street)

BURLINGTON, NJ 08016-4907		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Option/Right to buy   (1) 06/03/2007 Common Stock, $.01 par value 5,000 $ 10.125 D  
Option/Right to buy   (2) 11/23/2008 Common Stock, $.01 par value 4,000 $ 8.75 D  
Options/Right to buy   (3) 07/28/2009 Common Stock, $.01 par value 7,500 $ 4 D  
Options/Right to buy   (4) 10/22/2009 Common Stock, $.01 par value 10,000 $ 4.875 D  
Options/Right to buy   (5) 06/23/2010 Common Stock, $.01 par value 5,000 $ 7.5 D  
Options/Right to buy   (6) 06/20/2011 Common Stock, $.01 par value 5,000 $ 2.8 D  
Options/Right to buy   (7) 03/11/2012 Common Stock, $.01 par value 9,952 $ 3.5 D  
Options/Right to buy   (8) 06/26/2012 Common Stock, $.01 par value 3,000 $ 1.2 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Schillings Walter
C/O FRANKLIN ELECTRONIC PUBLISHERS INC.
ONE FRANKLIN PLAZA
BURLINGTON, NJ 08016-4907		       Managing Director  

Signatures

Walter Schillings 06/06/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) An option to purchase 5,000 shares of the Issuer's common stock, par value $.01 per share, was issued to the Reporting person under the Issuer's 1998 Amended and Restated Stock Option Plan. One fourth of such option became exercisable on each of June 3, 1998, June 3, 1999, June 3, 2000 and June 3, 2001.
(2) An option to purchase 4,000 shares of the Issuer's common stock, par value $.01 per share, was issued to the Reporting person under the Issuer's 1998 Amended and Restated Stock Option Plan. One fourth of such option became exercisable on each of November 23, 1999, November 23, 2000, November 23, 2001 and November 23, 2002.
(3) An option to purchase 7,500 shares of the Issuer's common stock, par value $.01 per share, was issued to the Reporting person under the Issuer's 1998 Amended and Restated Stock Option Plan. One fourth of such option became exercisable on each of July 28, 2000, July 28, 2001, July 28, 2002 and July 28, 2003.
(4) An option to purchase 10,000 shares of the Issuer's common stock, par value $.01 per share, was issued to the Reporting person under the Issuer's 1998 Amended and Restated Stock Option Plan. One fourth of such option became exercisable on each of October 22, 2000, October 22, 2001, October 22, 2002, October 22, 2003.
(5) An option to purchase 5,000 shares of the Issuer's common stock, par value $.01 per share, was issued to the Reporting person under the Issuer's 1998 Amended and Restated Stock Option Plan. One fourth of such option became exercisable on each of June 23, 2001, June 23, 2002, June 23, 2003 and June 23, 2004.
(6) An option to purchase 5,000 shares of the Issuer's common stock, par value $.01 per share, was issued to the Reporting person under the Issuer's 1998 Amended and Restated Stock Option Plan. One fourth of such option became exercisable on each of June 20, 2002, June 20, 2003 and June 20, 2004. The balance of such option becomes exercisable in one-fourth on June 20, 2005.
(7) An option to purchase 9,952 shares of the Issuer's common stock, par value $.01 per share, was issued to the Reporting person under the Issuer's 1998 Amended and Restated Stock Option Plan. One fourth of such option became exercisable on each of March 11, 2003, March 11, 2004 and March 11, 2005. The balance of such option becomes exercisable in one-fourth on March 11, 2006.
(8) An option to purchase 3,000 shares of the Issuer's common stock, par value $.01 per share, was issued to the Reporting person under the Issuer's 1998 Amended and Restated Stock Option Plan. One fourth of such option became exercisable on each of June 26, 2003 and June 26, 2004. The balance of such option becomes exercisable in one-fourth on each of June 26, 2005 and June 26, 2006.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.