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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

COVEY STEPHEN R

(Last)

(First)

(Middle)

(Street)

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FRANKLIN COVEY CO [ FC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
COMMON STOCK⁽¹⁾	01/30/2006		G	V	6,000	D	$0.00	1,006,384	I	By Entity⁽¹⁾
COMMON STOCK								40,000	I	By Entity⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Owned by Sanstep Properties, L.C., a Utah limited liability company, wholly owned by the reporting person and his spouse.

2. Owned by SRSMC Properties LLC, a Utah limited liability company, wholly owned by the reporting person and his spouse.

Remarks:

Exhibit List: Exhibit 24 -- Power of Attorney

	/s/N. Todd Leishman, Attorney in Fact	01/30/2006
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                                   Exhibit 24
                                   ----------


                            Limited Power of Attorney
        For Executing Forms 3, 4 and 5 and Schedule 13D and Schedule 13G


         I,  STEPHEN R.  COVEY,  hereby  make,  constitute  and  appoint N. TODD
LEISHMAN as my true and lawful  attorney-in-fact and agent (my "Agent"), for the
following limited purposes:

         1. To execute  for me and on my behalf (i) Forms 3, 4 and 5  (including
any  amendments  thereto)  which may be required to be filed in accordance  with
Section 16(a) of the  Securities  Exchange Act of 1934 and the rules  thereunder
and (ii) Schedules 13D and 13G  (including any amendments  thereto) which may be
required  to be  filed  in  accordance  with  Section  13(d)  and  13(g)  of the
Securities  Exchange  Act of 1934 and the  rules  thereunder,  as a result of my
ownership of or transactions in securities of FRANKLIN COVEY CO.;

         2. To do and perform any and all acts for me and on my behalf which may
be necessary  or desirable to complete the  execution of any such Form 3, 4 or 5
or Schedule 13D or 13G and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority; and

         3. To take any other action of any type  whatsoever in connection  with
the foregoing  which, in the opinion of my Agent,  may be for my benefit,  in my
best interest, or legally required by me, it being understood that the documents
executed  by my Agent on my behalf  pursuant to this  Limited  Power of Attorney
shall be in such form and shall  contain such terms and  conditions  as my Agent
may approve in his discretion.

         I hereby  grant to my Agent full power and  authority to do and perform
all and every act and thing  whatsoever  requisite,  necessary  and proper to be
done in the exercise of any of the rights and powers herein granted, as fully to
all intents and  purposes as my Agent might or could do if  personally  present,
with full power of substitution or revocation,  hereby  ratifying and confirming
all that my Agent  shall  lawfully  do or  cause  to be done by  virtue  of this
Limited  Power  of  Attorney  and  the  rights  and  powers  herein  granted.  I
acknowledge  that my Agent,  in serving in such  capacity at my request,  is not
assuming any of my  responsibilities  to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.

         Electronic  or paper  copies of this  Limited  Power of  Attorney  when
executed  shall  have the same force and effect as the  original.  This  Limited
Power of  Attorney  shall  remain in full force and effect  until I am no longer
required  to file  Forms 3, 4 or 5 or  Schedules  13D or 13G with  respect to my
holdings of and transactions in securities  issued by FRANKLIN COVEY CO., unless
earlier revoked by me in a signed writing delivered to my Agent.

         IN WITNESS WHEREOF,  I have caused this Limited Power of Attorney to be
executed as of the 19 day of January, 2006.



                                                     /s/ Stephen R. Covey
                                                     --------------------
                                                     Stephen R. Covey