-----------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                    Under the
                             Securities Act of 1933

                             ---------------------
                               FRANKLIN COVEY CO.
              (Exact name of registrant as specified in its charter)

           Utah                                    87-0401551
(State or other jurisdiction of                 (I.R.S. Employer
 incorporation or organization)                 Identification No.)



                             ---------------------

                          2200 West Parkway Boulevard
                         Salt Lake City, Utah 84119-2331
                     (Address of Principal Executive Offices,
                               including Zip Code)
                             ---------------------

                               FRANKLIN COVEY CO.
                          EXECUTIVE STOCK PURCHASE PLAN
                             ---------------------



            J. SCOTT NIELSEN                             Copy to:
         Chief Financial Officer                      BRIAN G. LLOYD
           Franklin Covey Co.               Parr Waddoups Brown Gee & Loveless
       2200 West Parkway Boulevard          185 South State Street, Suite 1300
     Salt Lake City, Utah 84119-2331            Salt Lake City, Utah 84111
             (801) 817-7171                           (801) 532-7840
      (Name, address and telephone
      number, including area code,
          of agent for service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                                 Proposed
                                                                  Maximum
                                                                 Offering     Proposed Maximum       Amount of
                                            Amount to be         Price per       Aggregate         Registration
 Title of Securities to be Registered        Registered           Share(1)    Offering Price(1)       Fee (1)
--------------------------------------- ---------------------- -------------- ------------------ -----------------

<S>                                       <C>                      <C>           <C>                  <C>
Common Shares, no par value........       3,650,000 shares         $7.61         $27,790,000          $7,337
======================================= ====================== ============== ================== =================
</TABLE>

(1)      Estimated  pursuant  to Rule  457(h)(1)  and  457(c).  With  respect to
650,000 shares of the 3,650,000 being registered,  the offering price per share,
aggregate  offering price and registration fee have been calculated based on the
price at which the  shares  may be  purchased.  With  respect  to the  remaining
3,000,000  shares being  registered,  for which the offering price is not known,
the offering price per share,  aggregate offering price and registration fee are
computed  on the  basis  of the  average  of the  high  and low  prices  for the
Registrant's  Common  Shares as  reported  by the New York Stock  Exchange as of
April 4, 2000.







                                       1
<PAGE>




                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item 1.  Plan Information.*
         ----------------


Item 2.  Registrant Information.*
         ----------------------

*    Information  required  by  Part  I to be  contained  in the  Section  10(a)
     prospectus is omitted from this  Registration  Statement in accordance with
     Rule 428 under the  Securities  Act of 1933,  as amended  (the  "Securities
     Act"), and the Note to Part I of Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference.
         -----------------------------------------------

     The following documents filed by Franklin Covey Co. (the "Registrant") with
the Securities and Exchange  Commission are hereby  incorporated by reference in
this Registration Statement:

     (1) The  Registrant's  Annual Report on Form 10-K for the year ended August
31, 1999;

     (2) The  Registrant's  Quarterly  Report on Form 10-Q for the Quarter ended
November 30, 1999; and

     (3) The  description  of the  Registrant's  Common  Stock  contained in the
Registrant's  Registration  Statement  on Form 8-A filed  under  the  Securities
Exchange Act of 1934, as amended (the "Exchange  Act"),  including any amendment
or  report  filed  under the  Exchange  Act for the  purpose  of  updating  such
description.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated  by  reference  herein  shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement  contained  herein
(or in any other  subsequently  filed  document  which also is  incorporated  by
reference  herein)  modifies or  supersedes  such  statement.  Any  statement so
modified or superseded shall not be deemed to constitute a part hereof except as
so modified or superseded.


                                       2
<PAGE>



Item 4.  Description of Securities.
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

     Section 16-10a-902 ("Section 902") of the Utah Revised Business Corporation
Act (the "Revised Act") provides that a corporation may indemnify any individual
who was, is, or is  threatened  to be made a named  defendant or  respondent  (a
"Party") in any  threatened,  pending or completed  action,  suit or proceeding,
whether civil,  criminal,  administrative or investigative and whether formal or
informal (a "Proceeding"), because he is or was a director of the corporation or
is or was  serving at its  request as a  director,  officer,  partner,  trustee,
employee,  fiduciary  or agent of another  corporation  or other person or of an
employee  benefit  plan (an  "Indemnified  Director"),  against  any  obligation
incurred  with respect to a  Proceeding,  including  any  judgment,  settlement,
penalty,  fine or reasonable expenses (including  attorneys' fees),  incurred in
the Proceeding if his conduct was in good faith, he reasonably believed that his
conduct was in, or not opposed to, the best interests of the  corporation,  and,
in the case of any criminal  Proceeding,  he had no reasonable  cause to believe
his conduct was unlawful;  except that (i) indemnification  under Section 902 in
connection with a Proceeding by or in the right of the corporation is limited to
payment  of  reasonable  expenses   (including   attorneys'  fees)  incurred  in
connection  with the  Proceeding and (ii) the  corporation  may not indemnify an
Indemnified  Director in connection  with a Proceeding by or in the right of the
corporation  in which  the  Indemnified  Director  was  adjudged  liable  to the
corporation,  or in  connection  with any  other  Proceeding  charging  that the
Indemnified  Director  derived  an  improper  personal  benefit,  whether or not
involving action in his official  capacity,  in which Proceeding he was adjudged
liable on the basis that he derived an improper personal benefit.

     Section  16-10a-906 of the Revised Act provides that a corporation  may not
indemnify a director under Section 902 unless authorized and a determination has
been made (by the board of  directors,  a committee of the board of directors or
by the stockholders) that  indemnification of the director is permissible in the
circumstances  because the director has met the  applicable  standard of conduct
set forth in Section 902.

     Section 16-10a-903 ("Section 903") of the Revised Act provides that, unless
limited by its  articles  of  incorporation,  a  corporation  shall  indemnify a
director who was successful,  on the merits or otherwise,  in the defense of any
Proceeding,  or in the defense of any claim,  issue or matter in the proceeding,
to which he was a Party  because  he is or was a  director  of the  corporation,
against  reasonable  expenses  (including  attorneys'  fees)  incurred by him in
connection with the Proceeding or claim.

     In  addition  to the  indemnification  provided  by  Sections  902 and 903,
Section  16-10a-905  ("Section  905") of the Revised Act provides  that,  unless
otherwise limited by a corporation's  articles of incorporation,  a director may



                                       3
<PAGE>



apply for  indemnification  to the court conducting the Proceeding or to another
court of competent  jurisdiction.  On receipt of an application and after giving
any  notice the court  considers  necessary,  (i) the court may order  mandatory
indemnification  under Section 903, in which case the court shall also order the
corporation to pay the director's  reasonable  expenses to obtain  court-ordered
indemnification,  or (ii) upon the court's  determination  that the  director is
fairly and reasonably  entitled to  indemnification  in view of all the relevant
circumstances and regardless of whether the director met the applicable standard
of conduct set forth in Section 902, the court may order  indemnification as the
court  determines  to be proper,  except that  indemnification  with  respect to
certain  Proceedings  resulting  in a director  being  found  liable for certain
actions against the corporation may be limited to reasonable expenses (including
attorneys' fees) incurred by the director.

     Section  16-10a-904  ("Section  904") of the  Revised Act  provides  that a
corporation  may  pay  for  or  reimburse  the  reasonable  expenses  (including
attorneys'  fees)  incurred  by a  director  who is a Party to a  Proceeding  in
advance of the final disposition of the Proceeding if (i) the director furnishes
the  corporation a written  affirmation of his good faith belief that he has met
the applicable  standard of conduct  described in Section 902, (ii) the director
furnishes to the corporation a written  undertaking,  executed  personally or in
his behalf, to repay the advance if it is ultimately  determined that he did not
meet the required  standard of conduct,  and (iii) a determination  is made that
the facts  then  known to those  making  the  determination  would not  preclude
indemnification under Section 904.

     Section 16-10a-907 of the Revised Act provides that, unless a corporation's
articles of incorporation  provide otherwise,  (i) an officer of the corporation
is entitled to mandatory  indemnification  under  Section 903 and is entitled to
apply for court ordered  indemnification  under Section 905, in each case to the
same  extent as a  director,  (ii) the  corporation  may  indemnify  and advance
expenses to an officer,  employee,  fiduciary or agent of the corporation to the
same  extent as a  director,  and (iii) a  corporation  may also  indemnify  and
advance  expenses  to an  officer,  employee,  fiduciary  or agent  who is not a
director  to a greater  extent  than the  right of  indemnification  granted  to
directors,  if not inconsistent  with public policy,  and if provided for by its
articles of  incorporation,  bylaws,  general or specific action of its board of
directors or contract.

     The  Registrant's  Bylaws,  as  amended  and  restated,  provide  that  the
Registrant shall, to the fullest extent permitted, and in the manner required by
the law of the State of Utah,  indemnify an individual made, or threatened to be
made a party to a proceeding because he is or was a director,  officer, employee
or agent of the  Registrant  or of  another  enterprise  at the  request  of the
Registrant.

     The Registrant's Articles of Incorporation, as amended, provide that to the
fullest extent  permitted by the Revised Act or any other  applicable law as now
in effect or as it may hereafter be amended,  a director of the Registrant shall
not be  personally  liable to the  Registrant or its  shareholders  for monetary
damages for any action  taken or any failure to take any action,  as a director.
The extent to which the Revised Act permits director  liability to be eliminated
is governed by Section  16-10a-841 of the Revised Act,  which  provides that the
liability of a director may not be  eliminated  or limited for (i) the amount of
financial  benefit  received by a director to which he is not entitled;  (ii) an



                                       4
<PAGE>


intentional  infliction of harm on the corporation or its shareholders;  (iii) a
violation  of Section  16-10a-842  of the Revised Act which  prohibits  unlawful
distributions  by a  corporation  to its  shareholders;  or (iv) an  intentional
violation of criminal law.

     Indemnification  may be granted pursuant to any other agreement,  bylaw, or
vote of shareholders or directors. In addition to the foregoing,  the Registrant
maintains  insurance from commercial  carriers against certain liabilities which
may be incurred by its directors and officers.

     The foregoing  description is necessarily general and does not describe all
details  regarding the  indemnification  of officers,  directors or  controlling
persons of the Registrant.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

         See the Exhibit Index on page 9.

Item 9.  Undertakings.
         ------------

     (a) The undersigned Registrant hereby undertakes:

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

               (i) To include any prospectus required by section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective date of this  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 this Registration Statement;

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not previously  disclosed in this  Registration
          Statement  or  any  material  change  to  such   information  in  this
          Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the Registration  Statement is on Form S-3 or Form S-8, and the information
     required to be included in a  post-effective  amendment by those paragraphs
     is  contained  in  periodic  reports  filed by the  Registrant  pursuant to
     Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in the Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed



                                       5
<PAGE>


     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.

          (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.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  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 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.




                                       6
<PAGE>




                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Salt Lake City, State of Utah, on April 10, 2000.

                                 FRANKLIN COVEY CO.


                                 By:/s/ Robert A. Whitman
                                    ---------------------------------------
                                    Robert A. Whitman, Chairman of the Board of
                                    Directors and Chief Executive Officer


                                POWER OF ATTORNEY

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and on the dates  indicated.  Each person  whose  signature  to this
Registration  Statement appears below hereby  constitutes and appoints Robert A.
Whitman  and  Stephen  M. R.  Covey,  and each of them,  as his true and  lawful
attorney-in-fact  and  agent,  with full power of  substitution,  to sign on his
behalf  individually  and in the  capacity  stated below and to perform any acts
necessary  to be done  in  order  to  file  all  amendments  and  post-effective
amendments  to this  Registration  Statement,  and any  and all  instruments  or
documents filed as part of or in connection with this Registration  Statement or
the  amendments  thereto  and each of the  undersigned  does  hereby  ratify and
confirm all that said  attorney-in-fact and agent, or his substitutes,  shall do
or cause to be done by virtue hereof.

       Signature                       Title                         Date
       ---------                       -----                         ----

                              Chairman of the Board, and
/s/ Robert A. Whitman           Chief Executive Officer        April 10, 2000
-------------------------
Robert A. Whitman



/s/ Hyrum W. Smith            Vice Chairman of the Board       April 10, 2000
-------------------------
Hyrum W. Smith



/s/ Stephen R. Covey          Vice Chairman of the Board       April 10, 2000
-------------------------
Stephen R. Covey


                              Executive Vice President and
/s/ Stephen M. R. Covey          Director                      April 10, 2000
-------------------------
Stephen M. R. Covey




                                       7
<PAGE>







                              Chief Accounting Officer and
/s/ J. Scott Nielsen             Chief Financial Officer       April 10, 2000
-------------------------
J. Scott Nielsen


/s/ Robert H. Daines          Director                         April 10, 2000
-------------------------
Robert H. Daines



/s/ E. J. "Jake" Garn         Director                         April 10, 2000
-------------------------
E. J. "Jake" Garn



/s/ Dennis G. Heiner          Director                         April 10, 2000
-------------------------
Dennis G. Heiner



/s/ Brian A. Krisak           Director                         April 10, 2000
-------------------------
Brian A. Krisak



/s/ Donald J. McNamara        Director                         April 10, 2000
-------------------------
Donald J. McNamara



/s/ Joel C. Peterson          Director                         April 10, 2000
-------------------------
Joel C. Peterson



/s/ E. Kay Stepp              Director                         April 10, 2000
-------------------------
E. Kay Stepp



/s/ Steven C. Wheelwright     Director                         April 10, 2000
-------------------------
Steven C. Wheelwright




                                       8
<PAGE>




                               FRANKLIN COVEY CO.

                                  EXHIBIT INDEX


 Regulation S-K                                                       Sequential
   Exhibit No.               Description                               Page No.
-------------   ----------------------------------------------------- ----------

      3.1       Revised Articles of Incorporation of the Registrant        *

      3.2       Amended and Restated Bylaws of the Registrant              *

      3.3       Articles of Amendment to Revised Articles of               *
                Incorporation of the Registrant

      5         Opinion of Parr Waddoups Brown Gee & Loveless,             10
                a professional corporation, as to the legality
                of the securities offered.

     23.1       Consent of Arthur Andersen LLP                             11

     23.2       Consent of Parr Waddoups Brown Gee & Loveless,             10
                a professional corporation (included in Exhibit
                No. 5).

     24         Powers of Attorney (included on page 7 hereof).

----------------------------
* Incorporated by reference


                                       9
<PAGE>





                                 April 10, 2000


The Board of Directors of
    Franklin Covey Co.
2200 West Parkway Boulevard
Salt Lake City, Utah 84119

         Re: Franklin Covey Co. Executive Stock Purchase Plan
                  Registration Statement on Form S-8

Ladies and Gentlemen:

         As counsel to Franklin Covey Co., a Utah  corporation  (the "Company"),
in  connection  with  the  Company's  Registration  Statement  on Form  S-8 (the
"Registration  Statement")  to be filed  under the  Securities  Act of 1933,  as
amended, for registration of 3,650,000 shares (the "Shares") of Common Stock, no
par value, of the Company to be offered, sold and issued by the Company pursuant
to the Franklin Covey Co.  Executive  Stock Purchase Plan (the "Plan"),  we have
examined the originals or  certified,  conformed or  reproduction  copies of all
such records, agreements,  instruments and documents as we have deemed necessary
as the basis for the opinion expressed herein. In all such examinations, we have
assumed the  genuineness of all  signatures on original or certified  copies and
the conformity to original or certified  copies of all copies submitted to us as
conformed or reproduction  copies.  As to various  questions of fact relevant to
the opinion  hereinafter  expressed,  we have relied upon certificates of public
officials and statements or  certificates of officers or  representative  of the
Company and others.

         Based upon and subject to the foregoing, we are of the opinion that the
Shares,  when issued in accordance with the terms and conditions of the Plan and
pursuant to the Registration  Statement,  will be legally issued, fully paid and
nonassessable.

         We hereby  consent  to the  filing of the  opinion as an exhibit to the
Registration Statement.

                                        Very truly yours,


                                        /s/ PARR WADDOUPS BROWN GEE & LOVELESS
                                       ---------------------------------------
                                       PARR WADDOUPS BROWN GEE & LOVELESS


                                       10
<PAGE>



                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS




As independent public  accountants,  we hereby consent to the use of our reports
(and  to all  references  to our  Firm)  included  in or  made  a part  of  this
registration statement.



/s/ ARTHUR ANDERSEN LLP
-----------------------
ARTHUR ANDERSEN LLP

Salt Lake City, Utah
  April 4, 2000























                                        11
[{"type": "S-8", "sequence": "1", "description": "EXECUTIVE STOCK PURCHASE PLAN", "secsgml_size_bytes": 26254}]
{"company-data": {"conformed-name": "FRANKLIN COVEY CO", "cik": "0000886206", "assigned-sic": "2780", "irs-number": "870401551", "state-of-incorporation": "UT", "fiscal-year-end": "0831"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34498", "film-number": "598297"}, "business-address": {"street1": "2200 W PKWY BLVD", "city": "SALT LAKE CITY", "state": "UT", "zip": "84119-2331", "phone": "8018177171"}, "mail-address": {"street1": "2200 W PARKWAY BLVD", "city": "SALT LAKE CITY", "state": "UT", "zip": "84119"}, "former-company": {"former-conformed-name": "FRANKLIN QUEST CO", "date-changed": "19940218"}}
-----------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                    Under the
                             Securities Act of 1933

                             ---------------------
                               FRANKLIN COVEY CO.
              (Exact name of registrant as specified in its charter)

           Utah                                    87-0401551
(State or other jurisdiction of                 (I.R.S. Employer
 incorporation or organization)                 Identification No.)

                             ---------------------

                          2200 West Parkway Boulevard
                         Salt Lake City, Utah 84119-2331
                     (Address of Principal Executive Offices,
                               including Zip Code)
                             ---------------------

                               FRANKLIN COVEY CO.
                          EXECUTIVE STOCK PURCHASE PLAN
                             ---------------------

            J. SCOTT NIELSEN                             Copy to:
         Chief Financial Officer                      BRIAN G. LLOYD
           Franklin Covey Co.               Parr Waddoups Brown Gee & Loveless
       2200 West Parkway Boulevard          185 South State Street, Suite 1300
     Salt Lake City, Utah 84119-2331            Salt Lake City, Utah 84111
             (801) 817-7171                           (801) 532-7840
      (Name, address and telephone
      number, including area code,
          of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed
                                                                  Maximum
                                                                 Offering     Proposed Maximum       Amount of
                                            Amount to be         Price per       Aggregate         Registration
 Title of Securities to be Registered        Registered           Share(1)    Offering Price(1)       Fee (1)
--------------------------------------- ---------------------- -------------- ------------------ -----------------
Common Shares, no par value........       3,650,000 shares         $7.61         $27,790,000          $7,337
======================================= ====================== ============== ================== =================
(1)      Estimated  pursuant  to Rule  457(h)(1)  and  457(c).  With  respect to
650,000 shares of the 3,650,000 being registered,  the offering price per share,
aggregate  offering price and registration fee have been calculated based on the
price at which the  shares  may be  purchased.  With  respect  to the  remaining
3,000,000  shares being  registered,  for which the offering price is not known,
the offering price per share,  aggregate offering price and registration fee are
computed  on the  basis  of the  average  of the  high  and low  prices  for the
Registrant's  Common  Shares as  reported  by the New York Stock  Exchange as of
April 4, 2000.

                                       1
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.*
         ----------------

Item 2.  Registrant Information.*
         ----------------------

*    Information  required  by  Part  I to be  contained  in the  Section  10(a)
     prospectus is omitted from this  Registration  Statement in accordance with
     Rule 428 under the  Securities  Act of 1933,  as amended  (the  "Securities
     Act"), and the Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
         -----------------------------------------------

     The following documents filed by Franklin Covey Co. (the "Registrant") with
the Securities and Exchange  Commission are hereby  incorporated by reference in
this Registration Statement:

     (1) The  Registrant's  Annual Report on Form 10-K for the year ended August
31, 1999;

     (2) The  Registrant's  Quarterly  Report on Form 10-Q for the Quarter ended
November 30, 1999; and

     (3) The  description  of the  Registrant's  Common  Stock  contained in the
Registrant's  Registration  Statement  on Form 8-A filed  under  the  Securities
Exchange Act of 1934, as amended (the "Exchange  Act"),  including any amendment
or  report  filed  under the  Exchange  Act for the  purpose  of  updating  such
description.

     In addition, all documents subsequently filed by the Registrant pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold,  shall be deemed
to be incorporated by reference in this Registration  Statement and to be a part
hereof from the date of filing of such documents.  Any statement  contained in a
document  incorporated  by  reference  herein  shall be deemed to be modified or
superseded for purposes hereof to the extent that a statement  contained  herein
(or in any other  subsequently  filed  document  which also is  incorporated  by
reference  herein)  modifies or  supersedes  such  statement.  Any  statement so
modified or superseded shall not be deemed to constitute a part hereof except as
so modified or superseded.

                                       2
Item 4.  Description of Securities.
         -------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

     Section 16-10a-902 ("Section 902") of the Utah Revised Business Corporation
Act (the "Revised Act") provides that a corporation may indemnify any individual
who was, is, or is  threatened  to be made a named  defendant or  respondent  (a
"Party") in any  threatened,  pending or completed  action,  suit or proceeding,
whether civil,  criminal,  administrative or investigative and whether formal or
informal (a "Proceeding"), because he is or was a director of the corporation or
is or was  serving at its  request as a  director,  officer,  partner,  trustee,
employee,  fiduciary  or agent of another  corporation  or other person or of an
employee  benefit  plan (an  "Indemnified  Director"),  against  any  obligation
incurred  with respect to a  Proceeding,  including  any  judgment,  settlement,
penalty,  fine or reasonable expenses (including  attorneys' fees),  incurred in
the Proceeding if his conduct was in good faith, he reasonably believed that his
conduct was in, or not opposed to, the best interests of the  corporation,  and,
in the case of any criminal  Proceeding,  he had no reasonable  cause to believe
his conduct was unlawful;  except that (i) indemnification  under Section 902 in
connection with a Proceeding by or in the right of the corporation is limited to
payment  of  reasonable  expenses   (including   attorneys'  fees)  incurred  in
connection  with the  Proceeding and (ii) the  corporation  may not indemnify an
Indemnified  Director in connection  with a Proceeding by or in the right of the
corporation  in which  the  Indemnified  Director  was  adjudged  liable  to the
corporation,  or in  connection  with any  other  Proceeding  charging  that the
Indemnified  Director  derived  an  improper  personal  benefit,  whether or not
involving action in his official  capacity,  in which Proceeding he was adjudged
liable on the basis that he derived an improper personal benefit.

     Section  16-10a-906 of the Revised Act provides that a corporation  may not
indemnify a director under Section 902 unless authorized and a determination has
been made (by the board of  directors,  a committee of the board of directors or
by the stockholders) that  indemnification of the director is permissible in the
circumstances  because the director has met the  applicable  standard of conduct
set forth in Section 902.

     Section 16-10a-903 ("Section 903") of the Revised Act provides that, unless
limited by its  articles  of  incorporation,  a  corporation  shall  indemnify a
director who was successful,  on the merits or otherwise,  in the defense of any
Proceeding,  or in the defense of any claim,  issue or matter in the proceeding,
to which he was a Party  because  he is or was a  director  of the  corporation,
against  reasonable  expenses  (including  attorneys'  fees)  incurred by him in
connection with the Proceeding or claim.

     In  addition  to the  indemnification  provided  by  Sections  902 and 903,
Section  16-10a-905  ("Section  905") of the Revised Act provides  that,  unless
otherwise limited by a corporation's  articles of incorporation,  a director may

                                       3
apply for  indemnification  to the court conducting the Proceeding or to another
court of competent  jurisdiction.  On receipt of an application and after giving
any  notice the court  considers  necessary,  (i) the court may order  mandatory
indemnification  under Section 903, in which case the court shall also order the
corporation to pay the director's  reasonable  expenses to obtain  court-ordered
indemnification,  or (ii) upon the court's  determination  that the  director is
fairly and reasonably  entitled to  indemnification  in view of all the relevant
circumstances and regardless of whether the director met the applicable standard
of conduct set forth in Section 902, the court may order  indemnification as the
court  determines  to be proper,  except that  indemnification  with  respect to
certain  Proceedings  resulting  in a director  being  found  liable for certain
actions against the corporation may be limited to reasonable expenses (including
attorneys' fees) incurred by the director.

     Section  16-10a-904  ("Section  904") of the  Revised Act  provides  that a
corporation  may  pay  for  or  reimburse  the  reasonable  expenses  (including
attorneys'  fees)  incurred  by a  director  who is a Party to a  Proceeding  in
advance of the final disposition of the Proceeding if (i) the director furnishes
the  corporation a written  affirmation of his good faith belief that he has met
the applicable  standard of conduct  described in Section 902, (ii) the director
furnishes to the corporation a written  undertaking,  executed  personally or in
his behalf, to repay the advance if it is ultimately  determined that he did not
meet the required  standard of conduct,  and (iii) a determination  is made that
the facts  then  known to those  making  the  determination  would not  preclude
indemnification under Section 904.

     Section 16-10a-907 of the Revised Act provides that, unless a corporation's
articles of incorporation  provide otherwise,  (i) an officer of the corporation
is entitled to mandatory  indemnification  under  Section 903 and is entitled to
apply for court ordered  indemnification  under Section 905, in each case to the
same  extent as a  director,  (ii) the  corporation  may  indemnify  and advance
expenses to an officer,  employee,  fiduciary or agent of the corporation to the
same  extent as a  director,  and (iii) a  corporation  may also  indemnify  and
advance  expenses  to an  officer,  employee,  fiduciary  or agent  who is not a
director  to a greater  extent  than the  right of  indemnification  granted  to
directors,  if not inconsistent  with public policy,  and if provided for by its
articles of  incorporation,  bylaws,  general or specific action of its board of
directors or contract.

     The  Registrant's  Bylaws,  as  amended  and  restated,  provide  that  the
Registrant shall, to the fullest extent permitted, and in the manner required by
the law of the State of Utah,  indemnify an individual made, or threatened to be
made a party to a proceeding because he is or was a director,  officer, employee
or agent of the  Registrant  or of  another  enterprise  at the  request  of the
Registrant.

     The Registrant's Articles of Incorporation, as amended, provide that to the
fullest extent  permitted by the Revised Act or any other  applicable law as now
in effect or as it may hereafter be amended,  a director of the Registrant shall
not be  personally  liable to the  Registrant or its  shareholders  for monetary
damages for any action  taken or any failure to take any action,  as a director.
The extent to which the Revised Act permits director  liability to be eliminated
is governed by Section  16-10a-841 of the Revised Act,  which  provides that the
liability of a director may not be  eliminated  or limited for (i) the amount of
financial  benefit  received by a director to which he is not entitled;  (ii) an

                                       4
intentional  infliction of harm on the corporation or its shareholders;  (iii) a
violation  of Section  16-10a-842  of the Revised Act which  prohibits  unlawful
distributions  by a  corporation  to its  shareholders;  or (iv) an  intentional
violation of criminal law.

     Indemnification  may be granted pursuant to any other agreement,  bylaw, or
vote of shareholders or directors. In addition to the foregoing,  the Registrant
maintains  insurance from commercial  carriers against certain liabilities which
may be incurred by its directors and officers.

     The foregoing  description is necessarily general and does not describe all
details  regarding the  indemnification  of officers,  directors or  controlling
persons of the Registrant.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not applicable.

Item 8.  Exhibits.
         --------

         See the Exhibit Index on page 9.

Item 9.  Undertakings.
         ------------

     (a) The undersigned Registrant hereby undertakes:

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

               (i) To include any prospectus required by section 10(a)(3) of the
          Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective date of this  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 this Registration Statement;

               (iii) To include any  material  information  with  respect to the
          plan of  distribution  not previously  disclosed in this  Registration
          Statement  or  any  material  change  to  such   information  in  this
          Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the Registration  Statement is on Form S-3 or Form S-8, and the information
     required to be included in a  post-effective  amendment by those paragraphs
     is  contained  in  periodic  reports  filed by the  Registrant  pursuant to
     Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
     incorporated by reference in the Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed

                                       5
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.

          (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.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
Registration  Statement  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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  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 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.

                                       6
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in Salt Lake City, State of Utah, on April 10, 2000.

                                 FRANKLIN COVEY CO.

                                 By:/s/ Robert A. Whitman
                                    ---------------------------------------
                                    Robert A. Whitman, Chairman of the Board of
                                    Directors and Chief Executive Officer

                                POWER OF ATTORNEY

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities  and on the dates  indicated.  Each person  whose  signature  to this
Registration  Statement appears below hereby  constitutes and appoints Robert A.
Whitman  and  Stephen  M. R.  Covey,  and each of them,  as his true and  lawful
attorney-in-fact  and  agent,  with full power of  substitution,  to sign on his
behalf  individually  and in the  capacity  stated below and to perform any acts
necessary  to be done  in  order  to  file  all  amendments  and  post-effective
amendments  to this  Registration  Statement,  and any  and all  instruments  or
documents filed as part of or in connection with this Registration  Statement or
the  amendments  thereto  and each of the  undersigned  does  hereby  ratify and
confirm all that said  attorney-in-fact and agent, or his substitutes,  shall do
or cause to be done by virtue hereof.

       Signature                       Title                         Date
       ---------                       -----                         ----

                              Chairman of the Board, and
/s/ Robert A. Whitman           Chief Executive Officer        April 10, 2000
-------------------------
Robert A. Whitman

/s/ Hyrum W. Smith            Vice Chairman of the Board       April 10, 2000
-------------------------
Hyrum W. Smith

/s/ Stephen R. Covey          Vice Chairman of the Board       April 10, 2000
-------------------------
Stephen R. Covey

                              Executive Vice President and
/s/ Stephen M. R. Covey          Director                      April 10, 2000
-------------------------
Stephen M. R. Covey

                                       7
Chief Accounting Officer and
/s/ J. Scott Nielsen             Chief Financial Officer       April 10, 2000
-------------------------
J. Scott Nielsen

/s/ Robert H. Daines          Director                         April 10, 2000
-------------------------
Robert H. Daines

/s/ E. J. "Jake" Garn         Director                         April 10, 2000
-------------------------
E. J. "Jake" Garn

/s/ Dennis G. Heiner          Director                         April 10, 2000
-------------------------
Dennis G. Heiner

/s/ Brian A. Krisak           Director                         April 10, 2000
-------------------------
Brian A. Krisak

/s/ Donald J. McNamara        Director                         April 10, 2000
-------------------------
Donald J. McNamara

/s/ Joel C. Peterson          Director                         April 10, 2000
-------------------------
Joel C. Peterson

/s/ E. Kay Stepp              Director                         April 10, 2000
-------------------------
E. Kay Stepp

/s/ Steven C. Wheelwright     Director                         April 10, 2000
-------------------------
Steven C. Wheelwright

                                       8
FRANKLIN COVEY CO.

                                  EXHIBIT INDEX

 Regulation S-K                                                       Sequential
   Exhibit No.               Description                               Page No.
-------------   ----------------------------------------------------- ----------

      3.1       Revised Articles of Incorporation of the Registrant        *

      3.2       Amended and Restated Bylaws of the Registrant              *

      3.3       Articles of Amendment to Revised Articles of               *
                Incorporation of the Registrant

      5         Opinion of Parr Waddoups Brown Gee & Loveless,             10
                a professional corporation, as to the legality
                of the securities offered.

     23.1       Consent of Arthur Andersen LLP                             11

     23.2       Consent of Parr Waddoups Brown Gee & Loveless,             10
                a professional corporation (included in Exhibit
                No. 5).

     24         Powers of Attorney (included on page 7 hereof).

----------------------------
* Incorporated by reference

                                       9
April 10, 2000

The Board of Directors of
    Franklin Covey Co.
2200 West Parkway Boulevard
Salt Lake City, Utah 84119

         Re: Franklin Covey Co. Executive Stock Purchase Plan
                  Registration Statement on Form S-8

Ladies and Gentlemen:

         As counsel to Franklin Covey Co., a Utah  corporation  (the "Company"),
in  connection  with  the  Company's  Registration  Statement  on Form  S-8 (the
"Registration  Statement")  to be filed  under the  Securities  Act of 1933,  as
amended, for registration of 3,650,000 shares (the "Shares") of Common Stock, no
par value, of the Company to be offered, sold and issued by the Company pursuant
to the Franklin Covey Co.  Executive  Stock Purchase Plan (the "Plan"),  we have
examined the originals or  certified,  conformed or  reproduction  copies of all
such records, agreements,  instruments and documents as we have deemed necessary
as the basis for the opinion expressed herein. In all such examinations, we have
assumed the  genuineness of all  signatures on original or certified  copies and
the conformity to original or certified  copies of all copies submitted to us as
conformed or reproduction  copies.  As to various  questions of fact relevant to
the opinion  hereinafter  expressed,  we have relied upon certificates of public
officials and statements or  certificates of officers or  representative  of the
Company and others.

         Based upon and subject to the foregoing, we are of the opinion that the
Shares,  when issued in accordance with the terms and conditions of the Plan and
pursuant to the Registration  Statement,  will be legally issued, fully paid and
nonassessable.

         We hereby  consent  to the  filing of the  opinion as an exhibit to the
Registration Statement.

                                        Very truly yours,

                                        /s/ PARR WADDOUPS BROWN GEE & LOVELESS
                                       ---------------------------------------
                                       PARR WADDOUPS BROWN GEE & LOVELESS

                                       10
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public  accountants,  we hereby consent to the use of our reports
(and  to all  references  to our  Firm)  included  in or  made  a part  of  this
registration statement.

/s/ ARTHUR ANDERSEN LLP
-----------------------
ARTHUR ANDERSEN LLP

Salt Lake City, Utah
  April 4, 2000

                                        11