January 23, 2005

Robert A. Whitman
President, Chief Executive Officer and
Chairman of the Board
Franklin Covey Co.
2200 West Parkway Boulevard
Salt Lake City, Utah 84119-2331

Re:  	Franklin Covey Co.
 Revised Preliminary Proxy Statement on Schedule 14A
Filed on January 19, 2005
	File No. 001-11107

Dear Mr. Whitman:

      We have reviewed selected portions of your filing and have
following comments.  Where indicated, we think you should revise
document in response to these comments.  If you disagree, we will
consider your explanation as to why our comment is inapplicable or
revision is unnecessary.  Please be as detailed as necessary in
explanation.  In some of our comments, we may ask you to provide
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
the overall disclosure in your filing.  We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
to call us at the telephone numbers listed at the end of this


1. We note that the fairness opinion and analysis appears to be
concerned exclusively with the fairness of the recapitalization to
the holders of your common stock.  But the preferred is publicly
registered and trading equity.  Please revise to explain why the
transaction is fair to its holders or supplementally advise why
believe that is not necessary.

As appropriate, please amend the proxy statement in response to
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.

Please furnish a cover letter with your amendment that keys your
responses to our comments and provides any requested supplemental
information.  Detailed cover letters greatly facilitate our
Please understand that we may have additional comments after
reviewing your amendment and responses to our comments.

      Direct any questions to Hanna Teshome at (202) 942-2975, or
her absence, to me at (202) 942-1850.


								Max A. Webb
								Assistant Director

cc: via facsimile
Nolan S. Taylor
Dorsey & Whitney LLP
(801) 933-7373





Robert A. Whitman
Franklin Covey Co.
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