ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

On July 2, 2009, the Board of Directors (the "Board") of Franklin Electronic Publishers, Incorporated (the "Registrant") approved an amendment (the "Amendment") to the Registrant's by-laws, as amended (the "By-laws"). The Amendment modified Section 3-02 of the By-laws, eliminating the requirement that the Registrant hold its annual meeting of shareholders within five (5) months of the end of its fiscal year. As amended, Section 3-02 of the By-laws provides that the Registrant shall hold its annual meeting of stockholders each year at such time as may be designated by the Board.

The above description of the Amendment is a summary and is qualified in its entirety by the Amendment filed hereto as Exhibit 3.1, the text of which is incorporated by reference herein.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

Exhibits:

3.1 Amendment to Bylaws

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