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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------------
FORM S-3
REGISTRATION STATEMENT

UNDER
THE SECURITIES ACT OF 1933

FRANKLIN TELECOMMUNICATIONS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

CALIFORNIA 3670 95-3733534
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)

733 LAKEFIELD ROAD, WESTLAKE VILLAGE, CALIFORNIA 91361 (805) 373-8688
ADDRESS AND TELEPHONE NUMBER, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

FRANK W. PETERS
733 LAKEFIELD ROAD, WESTLAKE VILLAGE, CALIFORNIA 91361
(805) 373-8688
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

COPY TO:

ROBERT J. ZEPFEL, ESQ.
HADDAN & ZEPFEL LLP
4675 MACARTHUR COURT, SUITE 710
NEWPORT BEACH, CALIFORNIA 92660
(949) 752-6100

APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Amendment to Registration Statement is declared
effective.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE
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Title of each Proposed Proposed
Class of Maximum Maximum
Securities Securities Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Unit Price Fee
------------ ---------- --------- ----------- ------------

Common Stock(1) 4,264,736 $2.81 $11,983,908 $3,331.52

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(1) Pursuant to Rule 416 under the Securities Act of 1933, there are also being
registered such indeterminate number of additional shares of common stock as may
be issuable upon the exercise of the common stock purchase warrants described
herein pursuant to the antidilution provisions thereof. The proposed maximum
offering price per share and maximum aggregate offering price for the shares
being registered hereby is calculated in accordance with Rule 457(c) under the
Securities Act.

The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of l933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

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PROSPECTUS

4,264,736 SHARES

FRANKLIN TELECOMMUNICATIONS CORP.

COMMON STOCK

These shares of common stock are being offered by Crescent International
Ltd., one of our current shareholders. We issued the shares, or reserved the
shares for issuance, to Crescent International, Ltd. in connection with
investments made in the Company in August and September 1999.

The selling shareholder may sell the shares covered by this Prospectus on
the American Stock Exchange and in ordinary brokerage transactions, in
negotiated transactions or otherwise, at prevailing market prices at the time of
sale or at negotiated prices, and may engage a broker or dealer to sell the
shares. For additional information on the selling shareholder's possible methods
of sale, you should refer to the section of this prospectus entitled "Plan of
Distribution." The selling shareholder may be deemed to be an "underwriter"
within the meaning of the Securities Act in connection with the sale of its
shares. We will not receive any proceeds from the sale of the shares, but will
bear the costs relating to the registration of the shares.

Our common stock is traded on American Stock Exchange under the symbol
"FCM." On September 20, 1999, the closing price for our common stock was $2.81
per share.

The shares offered in this prospectus involve a high degree of risk. You should
carefully consider the "Risk Factors" beginning on page 2 in determining whether
to purchase shares of our common stock.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THE SHARES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS SEPTEMBER __, 1999.

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You should rely only on information contained or incorporated by reference
in this prospectus. See "Information Incorporated by Reference" on page 10.
Neither we nor the selling shareholder have authorized any other person to
provide you with information different from that contained in this prospectus.

The information contained in this prospectus is correct only as of the date
on the cover, regardless of the date this prospectus was delivered to you or the
date on which you acquired any of the shares.

FORWARD-LOOKING STATEMENTS

This prospectus contains "forward-looking statements." These forward-looking
statements include, without limitation, statements about our market opportunity,
our strategies, competition, expected activities and expenditures as we pursue
our business plan, and the adequacy of our available cash resources. Our actual
results could differ materially from those expressed or implied by these
forward-looking statements as a result of various factors, including the risk
factors described above and elsewhere in this prospectus.

OUR BUSINESS

Franklin Telecommunications Corp. designs, builds and sells Internet
Telephony equipment and other high speed communications products and subsystems.
Our products are marketed through Original Equipment Manufacturers ("OEMs") and
distributors, as well as directly to end users. In addition, through our
majority-owned subsidiary, FNet Corp. we provide Internet Protocol telephony
services and Internet access to businesses and individuals. Franklin was formed
in 1981. Our address is 733 Lakefield Road, Westlake Village, California 91361
and our telephone number is (805) 373-8688.

RISK FACTORS

You should carefully consider the following factors and other information in
this prospectus before deciding to invest in our shares. You should not purchase
any of the shares unless you can afford a complete loss of your investment.

WE HAVE A HISTORY OF OPERATING LOSSES.

We have incurred operating losses in each of our last three fiscal years,
and have a significant accumulated deficit. Our operating losses have resulted
from a number of factors, including reduced demand for our original hardware
products, higher expenses for the development of new hardware products and for
installing the infrastructure for the Internet telephony and Internet services
business of FNet, and increasing sales and marketing expenses to promote new
products and services. Much of our operating capital during this period has been
derived from equity financings, rather than from operations. We have been
dependent on these equity financings to sustain our ongoing operations. Thus, an
investment in our shares is highly speculative and we cannot assure you that you
will realize any return on your investment or that you will not lose their
entire investment.

OUR SUBSIDIARY, FNET, POSES CERTAIN RISKS.

Several year ago we organized FNet, which offers Internet Protocol telephony
services and Internet access. We have devoted significant resources and
management time to the organization and development of FNet. We currently own
approximately 70% of the common stock of FNet, with the balance owned by members
of management, including Franklin=s CEO, and certain investors. We believe that
the growth of FNet will benefit Franklin through increased demand for our
communications hardware as well as the value of our interest in FNet. However,
FNet may adversely affect our principal

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business in the short term due to competing demands on our resources and
management. Also, the fact that members of Franklin's management, including our
CEO, hold a direct interest in FNet may pose conflicts of interest. FNet is a
relatively new business venture, and it can be expected that its operations will
be subject to many of the expenses, delays and risks inherent in the
establishment of a new business.

WE DEPEND ON SEVERAL MAJOR CUSTOMERS.

Our sales have been concentrated in a relatively small number of customers,
who account for a significant portion of our revenues. During the fiscal year
ended June 30, 1999, a single customer represented 76% of sales. The loss of
any major customer could adversely affect the Company. The Company has no
ongoing supply contracts with any of its major customers.

WE MAY HAVE DIFFICULTIES IN MANAGING OUR GROWTH.

Our growth has placed a significant strain on our personnel and systems. To
accommodate our current size and manage growth, we must improve our operational,
financial and information systems, and expand, train and manage our employee
base. This problem may be more serious if we acquire additional businesses, as
each such business must then be integrated into our operations and systems.

As we expand our customer base, we will experience greater demands on our
network infrastructure, technical staff and resources. If such demand results in
difficulties satisfying the needs of our customers, it could negatively affect
us by causing subscribers or potential subscribers to utilize competitive long
distance telephone service providers and Internet service providers. We believe
that our ability to provide timely access for customers, and adequate customer
and technical support, will mainly depend on our ability to attract, train,
integrate and retain qualified employees.

IT IS LIKELY WE WILL REQUIRE ADDITIONAL CAPITAL.

All of the proceeds of this offering will be received by the selling
shareholder. While we may receive cash from the exercise of warrants covered by
this Prospectus, we can't be sure that we will derive any specific amount from
this offering. We may require additional capital to sustain our business as
presently operated, and developments in our business and possible expansion into
other markets could indicate that we need to raise additional capital.

OUR QUARTERLY FINANCIAL RESULTS MAY FLUCTUATE SIGNIFICANTLY.

Our quarterly operating results may vary significantly due to a variety of
factors, including the availability and cost of materials and components, the
introduction of new products, the timing of our marketing efforts, pricing
pressures, general economic and industry conditions that affect customer demand,
and other factors.

OUR FUTURE GROWTH DEPENDS UPON AN INCREASE IN THE USE OF INTERNET PROTOCOL
TELEPHONY AS A MEDIUM FOR VOICE COMMUNICATIONS.

The Internet Protocol telephony business has little operating history, and is
evolving rapidly. Until very recently, the sound quality of Internet telephony
calls was poor, and the technology is still in the early stages of development.
As the industry has grown, substantial improvements to sound quality have been
made but technological impediments still need to be overcome. In addition, the
capacity constraints of the public Internet network could hinder further
development of Internet telephony if callers experience delays, errors in
transmissions or other difficulties. We have attempted to reduce this risk by
utilizing private leased lines, international private lines, Frame Relay lines
and T-1 lines for voice traffic, while using the Internet primarily for fax and
data traffic and only secondarily for voice traffic. As is typical in the case
of a new and rapidly evolving industry, demand and market acceptance for our
services are

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subject to a high level of uncertainty and risk. In particular, the Internet
must be accepted as a viable alternative to traditional telephony service.
Customers that have already invested substantial resources in integrating
traditional telephony service with their operations may be particularly
reluctant or slow to adopt a new technology that makes their existing
infrastructure obsolete. Because this market is new and evolving, it is
difficult to predict the size of this market and its growth rate. If the
Internet telephony market fails to develop, develops more slowly than we expect
or becomes saturated with competitors, then our business, results of operations
and financial condition will be materially adversely affected.

OUR BUSINESS IS HIGHLY COMPETITIVE AND SUBJECT TO RAPID TECHNOLOGICAL CHANGES.

The internet telephony, data communications and telecommunications industry
is extremely competitive. Our principal competitors in the manufacture of
communications hardware are Lucent Technologies, Nokia, HyperCom, Clarent,
Ascend Communications and Cisco Systems. Most of these companies have
substantially greater marketing, financial, technical and field support
resources. In addition, we could face strong competition from a number of
established computer and telecommunications firms which may enter the market in
the future.

The fields of internet telephony and data communications are marked by rapid
changes in technology, which can cause products to become obsolete over very
short time frames. Thus, our performance will depend on our ability to develop
and market new hardware products and services to meet changing technology,
pricing considerations and other market factors. Our business could be severely
impacted if we were to experience delays in developing new hardware products and
services or enhancements.

The market for internet telephony services has been extremely competitive,
and is expected to be so for the foreseeable future. Many companies offer
Internet telephony products and services, and many of these companies have a
substantial presence in this market. Most of the current Internet telephony
products permit voice communications over the Internet between two parties that
are both connected to the Internet with sound-equipped personal computers and
where both parties are using identical Internet telephony software products.
Current product offerings include VocalTec Communications' Internet Phone,
QuarterDeck's WebPhone and Microsoft's NetMeeting.

In addition, a number of large telecommunications providers and equipment
manufacturers, such as Cisco, Lucent, Northern Telecom and Dialogic, have
announced that they intend to offer server-based products. These products are
expected to allow voice communications over the Internet between parties using a
personal computer and a telephone and between two parties using telephones.
Cisco Systems has also taken a further step by recently acquiring two companies
that produce devices that help Internet service providers transition voice and
data traffic to cell and packet networks while maintaining traditional phone
usage and infrastructure. Internet telephony service providers, such as ICG
Communications, IPVoice.com, ITXC, RSL Communications (through its Delta Three
subsidiary) and VIP Calling, route Internet telephony traffic to destinations on
a worldwide basis. In addition, major long distance providers, such as AT&T,
Deutsche Telekom, Frontier, MCI WorldCom, and Qwest Communications, as well as
other major companies such as Motorola and Intel, have all entered or plan to
enter the Internet telephony market. Many of our competitors are larger than and
have substantially greater financial, distribution and marketing resources than
we do. We cannot be certain that we will be able to compete successfully in the
developing Internet telephony market.

The entry of new participants from these categories and the potential entry
of competitors from other categories (such as computer hardware manufacturers)
would result in substantially greater competition. The ability of these
competitors or others to bundle services and products with Internet connectivity
services could place FNet at a significant competitive disadvantage. In
addition, competitors in the telecommunications industry may be able to provide
customers with reduced communications costs in connection with their long
distance telephone and Internet access services, reducing the overall

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cost of telephone and Internet access and significantly increasing pricing
pressures on FNet.

WE FACE PRICING PRESSURES, PARTICULARLY IN THE INTERNET TELEPHONY MARKET.

The success of our current product and service offerings is based on our
ability to provide discounted voice communications by taking advantage of cost
savings achieved through Internet telephony. In recent years, the price of
traditional domestic and international long distance calls has been declining.
In response to these declines, many internet telephony providers have lowered
the price of their service offerings. Should prices of traditional long distance
calls decline to a point where we no longer have a price advantage over our
competitors, we would lose a significant competitive advantage and would have to
rely on factors other than price to differentiate our product and service
offerings. If we fail to do so, our business could be materially adversely
affected.

OUR BUSINESS DEPENDS ON OUR NETWORK INFRASTRUCTURE AND CAPACITY, AND MAY BE
SUBJECT TO SYSTEM FAILURE AND SECURITY RISKS

The future success of FNet's business will depend on the capacity,
reliability and security of its network infrastructure. FNet will be required to
expand and improve this infrastructure as the number of customers and the amount
and type of information its customers communicate over the Internet increases,
and the means by which customers connect to the Internet evolve. Such expansion
and improvement may require substantial financial, operational and managerial
resources.

Capacity constraints have occurred at many Internet Service Providers, both
at the level of particular "points of presence" ("POPs") (affecting only
customers attempting to use that particular POP) and in connection with system
wide services (such as e-mail and news services, which can affect all
customers). From time to time, FNet has experienced delayed delivery from
suppliers of new telephone lines, modems, servers and other equipment used by
FNet in providing its services. Any severe shortage of new telephone lines,
modems, servers or other equipment could result in incoming access lines
becoming full during peak times, causing busy signals for customers who are
trying to connect to the Internet. Similar problems may occur if FNet is unable
to expand the capacity of its various network, e-mail, World Wide Web and other
servers quickly enough to keep pace with demand from our expanding customer
base. If the capacity of such servers is exceeded, customers will experience
delays when trying to use a particular service. Further, if FNet does not
maintain sufficient capacity in its network connections, customers will
experience a general slowdown of all services on the Internet. Any of these
events could cause customers to terminate use of FNet's services. Accordingly,
our business would be damaged if we failed to expand or enhance our network
infrastructure on a timely basis, or failed to adapt it to an expanding customer
base, changing customer requirements or evolving industry standards.

FNet's operations are dependent on its ability to protect its
telecommunications and computer equipment against damage from fire, earthquake,
power loss, telecommunication failure and similar events. The occurrence of a
natural disaster or another unanticipated problem at our headquarters and
network hub or at POPs through which customers connect to the Internet could
cause interruptions in the services provided by FNet. In addition, failure of
FNet's telecommunications providers to provide the data communications capacity
required by FNet as a result of a natural disaster, operational disruption or
for any other reason could cause interruptions in the services provided by FNet.

FNet's network infrastructure may be vulnerable to computer viruses and
other similar disruptive problems caused by its customers, other Internet users
or other third parties. Computer viruses and other problems could lead to
interruptions, delays in or cessation of service to FNet's customers, as well as
corruption of FNet's or its customers' computer systems. Inappropriate use of
the Internet by third parties could also potentially jeopardize the security of
confidential information stored in the computer systems of FNet or those of its
customers, which may cause losses to FNet or its customers, or deter certain
persons from using FNet's services. We expect that FNet's customers may
increasingly use the Internet

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for commercial transactions in the future. Any network malfunction or security
breach could cause these transactions to be delayed, not completed or completed
with compromised security. Alleviating problems caused by computer viruses or
other inappropriate uses or security breaches may cause interruptions, delays or
cessation in service to FNet's customers. Customers or others could assert
claims of liability against us as a result of such events. FNet does not
presently maintain redundant or backup Internet services or backbone facilities
or other redundant computing and telecommunications facilities.

OUR BUSINESS DEPENDS ON OUR ABILITY TO PROTECT OUR TECHNOLOGY.

Our success will depend in part on protecting our proprietary technology.
While we have patents covering certain of our products, we rely principally on
copyright law for protection of our hardware and software designs, as well as
trade secret law, confidentiality agreements and our technical abilities and
responsiveness to the demands of customers to protect ours proprietary rights.

THE TELECOMMUNICATIONS BUSINESS IS HEAVILY REGULATED, AND REGULATORY CHANGES
COULD DISRUPT OUR BUSINESS.

Some of our products are subject to regulations of the Federal
Communications Commission. Certain regulations require that products which
reside on a customer's premises and interconnect the public switched network
meet certain standards to prevent harm to the network. Other regulations limit
the levels of electromagnetic radiation which may emanate from an electronic
device located on a customer's premises. We currently comply with these
regulations and we foresee no problem in complying with these regulations in the
future.

The use of the Internet to provide telephone service is a recent market
development. The Federal Communications Commission is considering whether to
impose surcharges or additional regulations on certain providers of Internet
telephony. In April of 1998 the FCC issued a report on the implementation of the
universal service provisions of the Telecommunications Act. The report indicates
that the FCC plans to examine the question of whether certain forms of
"phone-to-phone" Internet telephony are information services or
telecommunications services. The FCC noted that it did not have, as of the date
of the Report, an adequate record on which to make a definitive pronouncement,
but that the record suggested that certain forms of phone-to-phone Internet
telephony appear to have the same functionality as non-Internet
telecommunications services and lack the characteristics that would render them
information services. If the FCC were to determine that certain services are
subject to FCC regulation as telecommunications services, the FCC may require
providers of Internet telephony services to make universal service
contributions, pay access charges or be subject to traditional common carrier
regulation. In addition, the FCC sets the access charges on traditional
telephony traffic and if it reduces these access charges, the cost of
traditional long distance telephone calls will probably be lowered, thereby
decreasing our competitive pricing advantage.

In September 1998, two regional Bell operating companies, U S WEST and
BellSouth, advised Internet telephony providers that the regional companies
would impose access charges on Internet telephony traffic. In addition, U S WEST
has petitioned the FCC for a declaratory ruling that providers of interstate
Internet telephony must pay federal access charges, and has petitioned the
public utilities commissions of two states for similar rulings concerning
payment of access charges for intrastate Internet telephone calls. It is not
known whether these companies, U S WEST and BellSouth, will actually impose
access charges or when such charges will become effective. If these companies
succeed in imposing access charges that may reduce the cost savings of using
Internet telephony as compared to traditional telephone service. The existence
of such access charges could adversely affect the development of our Internet
telephony business. In February 1999, the FCC adopted an order concerning
payment of reciprocal compensation that provides support for a possible finding
by the FCC that providers of Internet telephony must pay access charges for at
least some portions of Internet telephony services. If the FCC were to make such
a finding, the payment of access charges could adversely affect our business.
Many of our competitors are

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lobbying the FCC for the imposition of access charges on Internet telephony
traffic.

To our knowledge, there are currently no domestic and few foreign laws or
regulations that prohibit voice communications over the Internet. State public
utility commissions may retain jurisdiction to regulate the provision of
intrastate Internet telephony services. A number of countries that currently
prohibit competition in the provision of voice telephony have also prohibited
Internet telephony. Other countries permit but regulate Internet telephony. If
Congress, the FCC, state regulatory agencies or foreign governments begin to
regulate Internet telephony, such regulation may interfere with our business.

WE ARE SUBJECT TO RISKS ASSOCIATED WITH OUR INTERNATIONAL OPERATIONS.

We anticipate that a substantial portion of FNet=s business will be based
outside of the United States, and international expansion is a significant
component of our strategy. We cannot assure you that we will be successful in
expanding into additional international markets. In addition to the uncertainty
regarding our ability to generate revenue from foreign operations and expand our
international presence, there are certain risks inherent in conducting a
telecommunications business on an international basis, including uncertain and
changing legal and regulatory requirements, political instability, and
subscriber fraud.

AS AN INTERNET SERVICE PROVIDER, FNET MAY BE SUBJECT TO SPECIALIZED RISKS.

The law relating to the liability of Internet Service Providers and online
service companies for information carried on or disseminated through their
networks has not yet been definitively established. Several private lawsuits
seeking to impose such liability upon Internet Service Providers and online
services companies are currently pending. Although no such claims have been
asserted against FNet to date, there can be no assurance that such claims will
not be asserted in the future, or if asserted, will not be successful. The
Telecommunications Act imposes fines on any entity that knowingly (i) uses any
interactive computer service or telecommunications device to send obscene or
indecent material to minors; (ii) makes obscene or indecent material available
to minors via an interactive computer service; or (iii) permits any
telecommunications facility under such entity's control to be used for the
purposes detailed above. As the law in this area develops, the potential
imposition of liability upon FNet for information carried on and disseminated
through its network could require it to implement measures to reduce its
exposure to such liability. The implementation of such measures could require
the expenditure of substantial resources or the discontinuation of certain
service offerings. Any costs that are incurred as a result of such expenditure,
contesting any such asserted claims or the imposition of liability could have a
material adverse effect on FNet.

Due to the increasing use of the Internet, it is possible that additional
laws and regulations may be adopted with respect to the Internet covering issues
such as content, user privacy, pricing, libel, intellectual property protection
and infringement and technology export and other controls. Changes in the
regulatory environment relating to the Internet services industry, including
regulatory changes that directly or indirectly affect telecommunication costs or
increase the likelihood or scope of competition, could affect the Company.

OUR NETWORK DEPENDS ON UNRELATED TELECOMMUNICATIONS CARRIERS.

We depend on other telecommunications carriers to route our telephone
traffic. All of the telephone calls made by FNet=s customers are connected at
least in part through leased transmission facilities. In many of the foreign
jurisdictions in which FNet conducts or plans to conduct business, the primary
provider transmission facilities is a governmental telephone monopoly.
Accordingly, we may be required to lease transmission capacity at artificially
high rates from a single provider. These rates may prevent us from generating a
profit on those calls. In addition, national telephone companies may not be
required by law to allow us to lease necessary transmission lines. In any event,
we may encounter delays in

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negotiating leases and interconnection agreements, which would delay
commencement of operations.

In the United States, the providers of local exchange transmission
facilities are generally the incumbent local exchange carriers, including the
regional Bell operating companies. The permitted pricing of local exchange
facilities in the United States is subject to uncertainties. The Federal
Communications Commission issued an order requiring existing local exchange
carriers to price those facilities at total element long-run incremental cost,
and the United States Supreme Court recently upheld the FCC's jurisdiction to
set a pricing standard for incumbent local exchange carrier facilities provided
to competitors. However, the local exchange carriers could challenge the FCC's
total element long-run incremental cost standard and, if they succeed, the
result may be to increase the cost of local exchange carrier facilities obtained
by us.

Many of the international telephone calls made by our customers are
transported via transmission facilities that we lease from our current and
potential competitors. We lease facilities from local exchange carriers that are
our competitors, such as the regional Bell operating companies. We generally
lease lines on a fixed-cost basis. These include leases of transmission capacity
for point-to-point circuits on a monthly or longer-term fixed-cost basis.

OUR PRODUCTS AND SERVICES MAY BE SUBJECT TO RISKS RELATED TO THE YEAR 2000
PROBLEM.

Many computer systems and software products are coded to understand only
dates that have two digits for the relevant year. These systems and products
need upgrading to accept four digit entries in order to distinguish 21st century
dates from 20th century dates. Without upgrading, many computer applications
could fail or create erroneous results beginning in the year 2000. We are
conducting an assessment to ensure that our computer-related applications will
not fail or create erroneous results as a result of these issues. The "Year
2000" problems of companies on the Internet generally could affect our systems
or operations.

SELLING SHAREHOLDER

Crescent International, Ltd., the selling shareholder, acquired 1,932,368
shares of common stock (the "Shares"), and two warrants to purchase shares of
common stock (the "Warrants") in August and September of 1999.

The first Warrant is a warrant to purchase an indeterminate number of shares
at an exercise price of $.01 per share. The number of shares is determined by
reference to the market price of the Company's Common Stock on the date the
registration statement of which this Prospectus is a part is declared effective,
as compared to the purchase price for the shares. Thus, if the market price on
the effective date exceeds the purchase price for the shares, the warrant
effectively expires on that date. If the market price on the effective date is
lower than the purchase price, then the warrant is exercisable to purchase a
number of shares calculated so that the market value of the original shares plus
the market value of the warrant shares equal the initial purchase price. The
second warrant is a warrant to purchase up to 400,000 shares at an exercise
price of $1.55 per share. This exercise price is subject to adjustment under
certain circumstances in the event of stock splits, stock dividends,
recapitalizations, reclassifications, and similar events.

The resale of the Shares and the shares issuable upon exercise of the
Warrants have been registered in the registration statement of which this
Prospectus is a part.

The following table sets forth certain information as of September 15, 1999,
regarding the ownership of the Company's common stock by the selling shareholder
and as adjusted to give effect to the sale of the shares offered in this
Prospectus. The information relating to the shares owned by the selling
shareholder prior to the offering and the number of shares being offered
excludes the number of shares issuable upon exercise of the Warrants.

Ownership After Offering
Shares if All Shares Offered
Owned Prior Shares Being Hereby Are Sold
Selling Shareholder to Offering Offered Shares Percent
- ------------------- ----------- ------------ -------- -------

Crescent International Ltd. 1,932,368 1,932,368 -0- -0-

The selling shareholder and its officers and directors have not held any
positions or office or had any other material relationship with the Company or
any of its affiliates within the past three years.

PLAN OF DISTRIBUTION

The shares are being offered on behalf of the selling shareholder, and we
will not receive any proceeds from the offering. The shares may be sold or
distributed from time to time by the selling shareholder, or by pledgees, donees
or transferees of, or other successors in interest to, the selling shareholder,
directly to one or more purchasers (including pledgees) or through brokers,
dealers or underwriters who may act solely as agent or may acquire such shares
as principals, at market prices prevailing at the time of sale, at prices
related to such prevailing market prices, at negotiated prices, or at fixed
prices, which may be subject to change. The sale of the shares may be effected
through one or more of the following methods: (i) ordinary brokers'
transactions, which may include long or short sales; (ii) transactions involving
cross or block trades or otherwise on the American Stock Exchange; (iii)
purchases by brokers, dealers or underwriters as principal and resale by such
purchasers for their own accounts pursuant to this prospectus; (iv) "at the
market" to or through market makers or into established trading markets,
including direct sales to purchasers or sales effected through agents; and (v)
any combination of the foregoing, or by any other legally available means. In
addition, the selling shareholder may enter into hedging transactions with
broker-dealers who may engage in short sales in the course of hedging the
position they assume with the selling shareholder. The selling shareholder also
may enter into option or other transactions with broker-dealers that require the
delivery by such broker-dealers of the shares, which shares may be resold
thereafter pursuant to this prospectus. We cannot be certain that all or any of
the shares will be sold by the selling shareholder.

Brokers, dealers, underwriters or agents participating in the sale of the
shares as agents may receive compensation in the form of commissions, discounts
or concessions from the selling shareholder and/or purchasers of the shares for
whom such broker-dealers may act as agent, or to whom they may sell as
principal, or both (which compensation to a particular broker-dealer may be less
than or in excess of customary commissions). The selling shareholder and any
broker-dealers or other persons who act in connection with the sale of the
common stock may be deemed to be "underwriters" within the meaning of the
Securities Act, and any commission they receive and proceeds of any sale of such
shares may be deemed to be underwriting discounts and commissions under the
Securities Act. Neither the Company nor the selling shareholder can presently
estimate the amount of such compensation. The Company knows of no existing
arrangements between the selling shareholder and any other shareholder, broker,
dealer, underwriter or agent relating to the sale or distribution of the shares.

The selling shareholder and any other persons participating in the sale or
distribution of the shares will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, which provisions may
limit the timing of purchases and sales of any of the shares by the selling
shareholder or any other such persons. The foregoing may affect the
marketability of the shares.

We will pay substantially all of the expenses incidental to the
registration, offering and sale of the shares to the public, other than any
commissions or discounts of underwriters, broker-dealers or

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agents. We and the selling shareholder have agreed to indemnify each other
against certain liabilities, including liabilities under the Securities Act.

INFORMATION INCORPORATED BY REFERENCE AND OTHER AVAILABLE INFORMATION

This prospectus is part of a Registration Statement on Form S-3 that we
filed with the SEC. Certain information in the Registration Statement has been
omitted from this prospectus in accordance with SEC rules.

We file annual, quarterly and special reports and other information with the
SEC. You may read and copy the Registration statement and any other document
that we file at the SEC's public reference rooms located at Room 1024, Judiciary
Plaza, 450 Fifth Street N.W., Washington, D.C. 20549; 7 World Trade Center,
Suite 1300, New York, New York 10048; and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our SEC
filings are also available to you free of charge at the SEC's web site at
http://www.sec.gov.

The SEC allows us to "incorporate by reference" certain of our
publicly-filed documents into this Prospectus, which means that information
included in those documents is considered part of this Prospectus. Information
that we file with the SEC subsequent to the date of this Prospectus will
automatically update and supersede this information. We incorporate by reference
the documents listed below and any future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
the selling shareholder has sold all the shares.

The following documents filed with the SEC are incorporated by reference in
this prospectus:

(1) Our Annual Report on Form 10-K for the year ended June 30, 1999; and

(2) The description of our common stock set forth under the caption
"Description of Common Stock" in our Registration Statement on Form S-1 (File
No. 333-24791) as originally filed with the Securities and Exchange Commission
on April 9, 1997, or as subsequently amended (the "Registration Statement").

We will furnish without charge to you, on written or oral request, a copy of
any or all of the documents incorporated by reference, other than exhibits to
such documents. You should direct any requests for documents to Secretary,
Franklin Telecommunications Corp, 733 Lakefield Road, Westlake Village,
California 91361.

The information relating to the Company contained in this prospectus is not
comprehensive and should be read together with the information contained in the
incorporated documents.

EXPERTS

The financial statements incorporated in this prospectus by reference from
our Annual Report on Form 10-K for the year ended June 30, 1999, have been so
incorporated in reliance on the report of Singer Lewak Goldstein & Greenbaum
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.

LEGAL MATTERS

Certain legal matters with respect to the legality under California law of
the shares of Common Stock offered hereby will be passed upon for the Company by
Haddan & Zepfel LLP, Newport Beach, California.

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NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR THE SOLICITATION OF ANY OFFER TO BUY ANY SECURITY OTHER THAN THE SHARES OF
THE COMMON STOCK OFFERED BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF ANY OFFER TO BUY THE SHARES OF COMMON STOCK BY ANYONE
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN
WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR
TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT INFORMATION CONTAINED HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

TABLE OF CONTENTS

PAGE
----

Forward-Looking Statements............... 2
Our Business............................. 2
Risk Factors............................. 2
Selling Shareholder...................... 8
Plan of Distribution..................... 9
Information Incorporated by Reference
and Other Available Information........ 10
Experts.................................. 10
Legal Matters............................ 10

4,264,736 SHARES

FRANKLIN

TELECOMMUNICATIONS

CORP.

COMMON STOCK

PROSPECTUS

September __, 1999

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The expenses incurred or to be incurred by the Company in connection with
the preparation and filing of this Registration Statement are estimated to be as
follows:

Printing and duplication expenses.......................... $ 7,000.00

Registration fee........................................... 3,331.52
Legal fees and expenses.................................... 5,000.00
Accounting fees and expenses............................... 2,000.00
Transfer Agent fees........................................ 300.00
Miscellaneous.............................................. 1,500.00

Total............................................ $19,131.52
==========

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company's Bylaws provide that the Company may indemnify its officers and
directors, and may indemnify its employees and other agents, to the fullest
extent permitted by California law. Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to officers, directors
or persons controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is therefore unenforceable.

ITEM 16. EXHIBITS

The following exhibits are filed with this Registration Statement:

EXHIBIT
NUMBER DESCRIPTIONS
------- ------------

3.1* Restated Articles of Incorporation of Franklin
Telecommunications Corp.

3.2* Bylaws of Franklin Telecommunications Corp.

5.1 Opinion of Haddan & Zepfel LLP

10.1* Employment Agreement, dated March 1, 1993 between Franklin
Telecommunications Corp. and Frank W. Peters.

10.2 Stock Purchase Agreement, dated August 30, 1999 between
Registrant and Crescent International Ltd.

10.3 Warrant, dated August 30, 1999, issued To Crescent
International Ltd. (Early Put Warrant)

10.4 Warrant, dated August 30, 1999, issued To Crescent International
Ltd. (Incentive Warrant)

10.5 Registration Rights Agreement, dated August 30, 1999 between the
Registrant and Crescent International Ltd.

10.6 Amendment to Stock Purchase Agreement, dated September 15, 1999
between Registrant and Crescent International Ltd.

10.7 Amendment to Registration Rights Agreement, dated September 15,
1999 between Registrant and Crescent International Ltd.

10.8 Letter Agreement, dated September 15, 1999 between Registrant
and Crescent International Ltd.

23.1 Consent of Singer, Lewak, Greenbaum & Goldstein LLP

23.2 Consent of Haddan & Zepfel LLP (included as part of Exhibit
5.1).

- ----------
*Incorporated by reference from Registrant's Registration Statement on Form S-1
(No. 333-24791), filed with the Commission on April 9, 1997, and incorporated
herein by reference.

Item 17. Undertakings.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) To include any Prospectus required by Section l0(a)(3) of the
Securities Act of l933;

(ii) To reflect in the Prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement, including
(but not limited to) any addition or deletion of a managing underwriter.

(2) That, for the purpose of determining any liability under the Securities
Act of l933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

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(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

Insofar as indemnification for liabilities arising under the Securities Act
of l933 may be permitted to directors, officers and controlling persons of the
Registrant, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Westlake Village, State of California, on September
22, 1999.

FRANKLIN TELECOMMUNICATIONS CORP.

By /s/ FRANK W. PETERS
------------------------------------
Frank W. Peters
President

POWER OF ATTORNEY

The registrant and each person whose signature appears below hereby
authorizes the agent for service named in this Registration Statement, with full
power to act alone, to file one or more amendments (including post-effective
amendments) to this Registration Statement, which amendments may make such
changes in this Registration Statement as such agent for service deems
appropriate, and the Registrant and each such person hereby appoints such agent
for service as attorney-in-fact, with full power to act alone, to execute in the
name and in behalf of the Registrant and any such person, individually and in
each capacity stated below, any such amendments to this Registration Statement.

In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates indicated:

SIGNATURE TITLE DATE
--------- ----- ----

(1) Principal Executive Officer

/s/ FRANK W. PETERS Chief Executive Officer and a September 22, 1999
- ----------------------------------------------------- Director
Frank W. Peters

(2) Principal Financial and Accounting Officer

/s/ THOMAS RUSSELL Chief Financial Officer and a September 22, 1999
- ----------------------------------------------------- Director
Thomas Russell

(3) Directors

/s/ PETER S. BUSWELL President and a Director September 22, 1999
- -----------------------------------------------------
Peter S. Buswell

/s/ ROBERT S. HARP Director September 22, 1999
- -----------------------------------------------------
Robert S. Harp

/s/ HERB MITCHELL Director September 22, 1999
- -----------------------------------------------------
Herb Mitchell

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EXHIBIT INDEX