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

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(Print or Type Responses)

1. Name and Address of Reporting Person *   Saunders Acquisition Corp 2. Date of Event Requiring Statement (Month/Day/Year) 12/04/2009 3. Issuer Name and Ticker or Trading Symbol FRANKLIN ELECTRONIC PUBLISHERS INC [FEP] (Last) (First) (Middle) 2 BRIARWOOD COURT 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) PRINCETON JUNCTION, NJ 08850 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) Common Stock 2,580,412 (1) (2) D Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Saunders Acquisition Corp 2 BRIARWOOD COURT PRINCETON JUNCTION, NJ 08850	Â	  X	Â	Â

Signatures

/s/ Barry J. Lipsky, President of Saunders Acquisition Corp.		01/20/2010
**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)	Represents shares of the Issuer's common stock, par value $0.01 per share (the "Common Stock"), acquired by the Reporting Person pursuant to those certain exchange agreements between the Reporting Person and Barry J. Lipsky, the President and Chief Executive Officer of the Issuer and President of the Reporting Person, Toshihide Hokari, Chief Operating Officer of the Issuer and Secretary of the Reporting Person, Frank A. Musto, Chief Financial Officer of the Issuer and Treasurer of the Reporting Person, Howard L. Morgan, the Chairman of the Board of Directors of the Issuer, James H. Simons, a director of the Issuer, and Marcy Lewis and Shining Sea Limited, who are shareholders of the Issuer (collectively, the "Saunders Group").
(2)	In consideration of the contributions described in footnote 1 above, each member of the Saunders Group received a number of shares of the Reporting Person's Series A Preferred Stock, par value $0.01 per share, equal to the number of shares of Common Stock contributed to the Reporting Person by such member of the Saunders Group.

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