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                             Franklin Wireless Corp.
                         5440 Morehouse Dr., Suite 1000
                               San Diego, CA 92121

March 3, 2009

Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549

Attn:    Joe Cascarano

Re:      Franklin Wireless Corp.
         Form 10-K for the fiscal year ended June 30, 2008, filed September 26,
         2008 and Form 10-Q for the quarter ended September 30, 2008, filed
         November 14, 2008


Dear Mr. Cascarano:

This is in response to your letter of February 17, 2009 concerning the Annual
Report on Form 10-K for the year ended June 30, 2008, and the Quarterly Report
on Form 10-Q for the quarter ended September 30, 2008, of Franklin Wireless
Corp.

For ease of reference, the numbers of the following paragraphs correspond to the
numbers of the paragraphs of the staff's letter.


FORM 10-K FOR YEAR ENDING JUNE 30, 2008

Note 3 - Summary of Significant Accounting Policies
---------------------------------------------------

         Cash and Cash Equivalents, page F-8
         -----------------------------------

         1.       Your letter asked us to explain how the policy of considering
                  all highly liquid investments purchased with original
                  maturities of six months or less to be cash equivalents
                  complies with GAAP, or revise.

                  We plan to file an amended Annual Report on Form 10-K for the
                  year ended June 30, 2008, in which we will classify only
                  highly liquid investments with original maturities of three
                  months or less to be cash equivalents, consistent with
                  Paragraph 8 of SFAS No. 95.


         Advertising and Marketing Costs, page F-9
         -----------------------------------------

         2.       Your letter asked us to explain why we accounted for certain
                  sales commissions as expenses, in accordance with EITF 01-9.

                  The amounts incurred by us for the sales commission reflected
                  in Note 3 to the June 30, 2008 financial statements under the
                  caption "Advertising and Marketing Costs" were not classified
                  as expenses in accordance with EITF 01-9, "Accounting for
                  Consideration Given by a Vendor to a Customer". In our amended
                  filings, we plan to revise the disclosure in Note 3 for
                  Advertising and Marketing costs, to exclude sales commission
                  expenses. We will disclose the sales commission expenses
                  separately to avoid confusion.


                                       1

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                  In accordance with EITF 01-9, the costs of $218,000 incurred
                  by us for the marketing development fund arrangements have
                  been recognized as expenses. We made the payments to two
                  customers, in order to receive the identifiable advertising
                  services in exchange for the marketing development fund
                  arrangements. For the year ended June 30, 2008, the customers
                  have provided us with the advertising services (such as
                  production of hangers, flyers, posters, and generic brochures)
                  for their national campaign of our products in Mexico, in
                  accordance with the arrangements to specify the type and
                  volume of advertising to be provided. The advertising services
                  we received were sufficiently separable from the customers'
                  purchases of our products such that we could have purchased
                  the advertising services from a third party. Since we ensure
                  that the sales to the customers and the purchases from them
                  are separate events, and ensure that the net fee can be
                  appropriately allocated to the events, based on fair value, we
                  determined to account for the marketing development fund
                  arrangements as expenses, in accordance with EITF 01-9.

         Note 14 - Income Taxes, page F-17
         ---------------------------------

         3.       Your letter asked us to provide an explanation of why our
                  conclusion, that it is more likely than not that the Company
                  will not generate taxable income through 2026, is reasonable.

                  For the year ended June 30, 2008, we provided a full valuation
                  allowance on our net deferred tax assets based on the
                  available evidence, both positive and negative, to determine
                  whether a valuation allowance is needed. Based on our pre-tax
                  book incomes (losses) and taxable incomes (losses) during the
                  past years, and based on the earnings history and the future
                  forecast of the Company, we determined that there was not
                  enough positive evidence to support releasing the valuation
                  allowance.

                  The Company's earnings (losses) before income taxes, as
                  reflected in our audited financial statements, and taxable
                  incomes (losses) reflected in our federal income tax returns,
                  during the past years are as follows:

<TABLE>
<S>     <C>
                  -------------------------------------------------------------------------------------------------------------
                                                                                                                       Taxable
                                                                        Earnings (Losses) before               incomes(losses)
                                          Fiscal periods            income taxes per Form 10-KSB                per tax return
                  -------------------------------------------------------------------------------------------------------------
                     Pre-acquisition NOLs accumulated, a
                  section 382 limitation up to 6/30/2003                        $   (25,810,016)              $   (20,994,938)
                                               6/30/2004                             (2,285,068)                   (1,481,243)
                                               6/30/2005                               (653,242)                     (690,516)
                                               6/30/2006                               (277,590)                     (291,681)

                                               6/30/2007                               1,335,287                     1,563,440
                  -------------------------------------------------------------------------------------------------------------
                                                   Total                        $   (27,690,629)              $   (21,894,938)
                  -------------------------------------------------------------------------------------------------------------
</TABLE>

                  The Company's earnings (losses) before income taxes, based on
                  the Company's forecast for the future three years, were as
                  follows:

                  -----------------------------------------------------------
                   Fiscal periods                   Earnings (Losses) before
                                                      income taxes estimated
                  -----------------------------------------------------------
                        6/30/2009                   $                  (555)
                        6/30/2010                                  (153,521)
                        6/30/2011                                   (88,879)
                  -----------------------------------------------------------
                            Total                   $              (242,955)
                  -----------------------------------------------------------

         4.       Your letter asked us to revise the table on page 66
                  summarizing the components of our income tax expense, to
                  report separately the benefits of operating loss
                  carryforwards, pursuant to Paragraph 45e of SFAS No. 109. This
                  revision will be reflected in our amended filings.


                                       2

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         5.       Your letter asked us to explain why our entire current federal
                  income tax expense for the period was not offset from the
                  benefit of net operating loss carryforwards.

                  The Company's merger, entered into on August 25th, 2003,
                  triggered a Section 382 limitation on the pre-acquisition net
                  operating losses of $25,810,016, which had accumulated as of
                  the merger date. According to the limitation under Section
                  382, the maximum potential net operating losses usable
                  amounted to approximately $7.9 million, based on an annual
                  limitation of $398,888 multiplied by 20 years of the net
                  operating loss carryforwards period. For the year ended June
                  30, 2008, we were unable to offset our entire current federal
                  income tax expense from the benefit of our net operating loss
                  carryforwards due to the annual limitation set by Section 382
                  and the total exhaustion of the post-acquisition net operating
                  loss carryforwards.

         6.       Your letter asked us to provide the disclosure required
                  pursuant to Paragraph 47 of SFAS No. 109. We will incorporate
                  your request in our amended filing accordingly.

We plan to file the amended reports shortly. If you have any questions or
concerns related to any of these items, or our proposed revisions, please let us
know.

We understand that the Company is responsible for the adequacy and accuracy of
the disclosure in our filings with the SEC. We also understand that staff
comments or changes to disclosure in response to staff comments in the filings
reviewed by the staff do not foreclose the Commission from taking any action
with respect to the filing. Further, we understand that the Company may not
assert staff comments as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

We appreciate the staff's comments and request that the staff contact the
undersigned at (858) 623-0000 with any questions regarding this letter.

                                               Very truly yours,



                                               /s/ OC Kim
                                               ---------------------------------
                                               OC Kim, President
                                               Franklin Wireless Corp.


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