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.
                            AMENDED AND RESTATED
                      2000 EMPLOYEE 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     Proposed Maximum
 Title of Securities to be Registered       Amount to be         Offering         Aggregate         Amount of
                                             Registered          Price per    Offering Price(1)    Registration
                                                                 Share(1)                            Fee (1)
--------------------------------------- ---------------------- -------------- ------------------ -----------------
<S>            <C>                        <C>                      <C>           <C>                  <C>
Common Shares, $.05 par value             1,000,000 shares         $7.94         $7,937,500           $2,096
--------------------------------------- ---------------------- -------------- ------------------ -----------------
</TABLE>

(1) Calculated pursuant to Rule 457(c). 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 May 23, 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;

     (3)  The  Registrant's  Quarterly Report on Form 10-Q for the Quarter ended
          February 29, 2000; and

     (4)  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.





                                       3
<PAGE>




     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
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





                                       4
<PAGE>





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
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.




                                       5
<PAGE>





               (2) That, for the purpose of determining  any liability under the
          Securities Act of 1933,  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.

               (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 May 26, 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


 /s/ Robert A. Whitman          Chairman of the Board, and         May 26, 2000
----------------------------
Robert A. Whitman                   Chief Executive Officer



                                Vice Chairman of the Board         May __, 2000
----------------------------
Hyrum W. Smith



                                Vice Chairman of the Board         May __, 2000
----------------------------
Stephen R. Covey



 /s/ Stephen M. R. Covey        Executive Vice President and       May 26, 2000
----------------------------
Stephen M. R. Covey                Director




                                       7
<PAGE>







 /s/ J. Scott Nielsen           Chief Accounting Officer and       May 26, 2000
----------------------------
J. Scott Nielsen                   Chief Financial Officer



----------------------------    Director                           May __, 2000
Robert H. Daines



 /s/ E. J. Jake Garn            Director                           May 26, 2000
----------------------------
E. J. "Jake" Garn



 /s/ Dennis G. Heiner           Director                           May 26, 2000
----------------------------
Dennis G. Heiner



 /s/ Brian A. Krisak            Director                           May 25, 2000
----------------------------
Brian A. Krisak



 /s/ Donald J. McNamara         Director                           May 26, 2000
----------------------------
Donald J. McNamara



 /s/ Joel C. Peterson           Director                           May 26, 2000
----------------------------
Joel C. Peterson


 /s/ E. Kay Stepp
----------------------------    Director                           May 26, 2000
E. Kay Stepp



----------------------------    Director                           May __, 2000
Steven C. Wheelwright




                                       8
<PAGE>




                               FRANKLIN COVEY CO.

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>


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


<S>      <C>       <C>
         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, a professional          10
                    corporation, as to the legality of the securities offered.

         23.1       Consent of Independent Public Accountants                              11

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

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

-------------------------------------------
* Incorporated by reference
</TABLE>



                                       9
<PAGE>




EXHIBIT 23.1

                  CONSENT OF PARR WADDOUPS BROWN GEE & LOVELESS





May 31, 2000



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


         Re:      Franklin Covey Co. 2000 Employee 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 1,000,000  shares (the "Shares") of common stock,
$0.05 par value,  of the Company to be  offered,  sold and issued by the Company
pursuant  to the  Franklin  Covey Co. 2000  Employee  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 representatives 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 this opinion as an exhibit to the
Registration Statement.

                                       Very truly yours,

                                       /s/ Parr Waddoups Brown Gee & Loveless
                                       ----------------------------------------
                                       PARR WADDOUPS BROWN GEE & LOVELESS



                                      10
<PAGE>




EXHIBIT 23.2

                    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.




Arthur Andersen LLP

Salt Lake City, Utah
May 30, 2000










                                      11
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "EMPLOYEE STOCK PURCHASE PLAN", "secsgml_size_bytes": 26089}]
{"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": "333-38172", "film-number": "647007"}, "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.
                            AMENDED AND RESTATED
                      2000 EMPLOYEE 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     Proposed Maximum
 Title of Securities to be Registered       Amount to be         Offering         Aggregate         Amount of
                                             Registered          Price per    Offering Price(1)    Registration
                                                                 Share(1)                            Fee (1)
--------------------------------------- ---------------------- -------------- ------------------ -----------------
Common Shares, $.05 par value             1,000,000 shares         $7.94         $7,937,500           $2,096
--------------------------------------- ---------------------- -------------- ------------------ -----------------
(1) Calculated pursuant to Rule 457(c). 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 May 23, 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;

     (3)  The  Registrant's  Quarterly Report on Form 10-Q for the Quarter ended
          February 29, 2000; and

     (4)  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.

                                       3
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
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

                                       4
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
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.

                                       5
(2) That, for the purpose of determining  any liability under the
          Securities Act of 1933,  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.

               (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 May 26, 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

 /s/ Robert A. Whitman          Chairman of the Board, and         May 26, 2000
----------------------------
Robert A. Whitman                   Chief Executive Officer

                                Vice Chairman of the Board         May __, 2000
----------------------------
Hyrum W. Smith

                                Vice Chairman of the Board         May __, 2000
----------------------------
Stephen R. Covey

 /s/ Stephen M. R. Covey        Executive Vice President and       May 26, 2000
----------------------------
Stephen M. R. Covey                Director

                                       7
/s/ J. Scott Nielsen           Chief Accounting Officer and       May 26, 2000
----------------------------
J. Scott Nielsen                   Chief Financial Officer

----------------------------    Director                           May __, 2000
Robert H. Daines

 /s/ E. J. Jake Garn            Director                           May 26, 2000
----------------------------
E. J. "Jake" Garn

 /s/ Dennis G. Heiner           Director                           May 26, 2000
----------------------------
Dennis G. Heiner

 /s/ Brian A. Krisak            Director                           May 25, 2000
----------------------------
Brian A. Krisak

 /s/ Donald J. McNamara         Director                           May 26, 2000
----------------------------
Donald J. McNamara

 /s/ Joel C. Peterson           Director                           May 26, 2000
----------------------------
Joel C. Peterson

 /s/ E. Kay Stepp
----------------------------    Director                           May 26, 2000
E. Kay Stepp

----------------------------    Director                           May __, 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, a professional          10
                    corporation, as to the legality of the securities offered.

         23.1       Consent of Independent Public Accountants                              11

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

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

-------------------------------------------
* Incorporated by reference
9
EXHIBIT 23.1

                  CONSENT OF PARR WADDOUPS BROWN GEE & LOVELESS

May 31, 2000

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

         Re:      Franklin Covey Co. 2000 Employee 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 1,000,000  shares (the "Shares") of common stock,
$0.05 par value,  of the Company to be  offered,  sold and issued by the Company
pursuant  to the  Franklin  Covey Co. 2000  Employee  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 representatives 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 this opinion as an exhibit to the
Registration Statement.

                                       Very truly yours,

                                       /s/ Parr Waddoups Brown Gee & Loveless
                                       ----------------------------------------
                                       PARR WADDOUPS BROWN GEE & LOVELESS

                                      10
EXHIBIT 23.2

                    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.

Arthur Andersen LLP

Salt Lake City, Utah
May 30, 2000

                                      11