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



                                  SCHEDULE 13D

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO.  )*


                               Franklin Covey Co.
- --------------------------------------------------------------------------------
                                (Name of Issuer)


                          Common Stock, $0.05 Par Value
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)



                                   353469 10 9
                  ---------------------------------------------
                                 (CUSIP Number)


                             Richard G. Brown, Esq.
                      Kimball, Parr, Waddoups, Brown & Gee
                                 P.O. Box 11019
                            Salt Lake City, UT 84147
                                 (801) 532-7840
- --------------------------------------------------------------------------------
   (Name, Address and Telephone Number of Person Authorized to Receive Notices
                               and Communications)


                                  May 30, 1997
- --------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ].


NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).



                                  Page 1 of 57


   2
                                  SCHEDULE 13D


CUSIP No.     353469 109                                      PAGE 2 OF 57 PAGES

- --------------------------------------------------------------------------------
   1  NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                 Hyrum W. Smith ("Smith")      
- --------------------------------------------------------------------------------
   2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                       (a) [X]
                                                                       (b) [ ]
- --------------------------------------------------------------------------------
   3  SEC USE ONLY

- --------------------------------------------------------------------------------
   4  SOURCE OF FUNDS*
            00 - No funds utilized for acquisition
- --------------------------------------------------------------------------------
   5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
      TO ITEMS 2(d) or 2(e)                                                 [ ]
- --------------------------------------------------------------------------------
   6  CITIZENSHIP OR PLACE OF ORGANIZATION
            United States
- --------------------------------------------------------------------------------
                      7   SOLE VOTING POWER
                          1,805,158 (includes 705,048 shares held in the name of
                          The Hyrum W. Smith Trust as to which Smith has sole
     NUMBER OF            investment and voting power and 145,000 shares
       SHARES             issuable upon the exercise of currently exercisable
    BENEFICIALLY          options)
      OWNED BY        ----------------------------------------------------------
        EACH          8   SHARED VOTING POWER
     REPORTING            -0-         
       PERSON         ----------------------------------------------------------
        WITH          9   SOLE DISPOSITIVE POWER
                          1,805,158 (Includes 705,048 shares held in the name
                          of The Hyrum W. Smith Trust as to which Smith has 
                          sole investment and voting power and 145,000 shares 
                          issuable upon the exercise of currently exercisable 
                          options.)
                      ----------------------------------------------------------
                      10  SHARED DISPOSITIVE POWER
                          -0-        
- --------------------------------------------------------------------------------
  11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      1,805,158 (Includes 705,048 shares held in the name of The Hyrum W. Smith
      Trust as to which Smith has sole investment and voting power and 145,000
      shares issuable upon the exercise of currently exercisable options.
- --------------------------------------------------------------------------------
  12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

- --------------------------------------------------------------------------------
  13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      7.3%
- --------------------------------------------------------------------------------
  14  TYPE OF REPORTING PERSON*
      IN
- --------------------------------------------------------------------------------

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
      (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


   3
                                  SCHEDULE 13D


CUSIP No.     353469 10 9                                     PAGE 3 OF 57 PAGES

- --------------------------------------------------------------------------------
   1  NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                 Arlen B. Crouch ("Crouch")    
- --------------------------------------------------------------------------------
   2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                       (a) [X]
                                                                       (b) [ ]
- --------------------------------------------------------------------------------
   3  SEC USE ONLY

- --------------------------------------------------------------------------------
   4  SOURCE OF FUNDS*
            00 - No funds utilized for acquisition.
- --------------------------------------------------------------------------------
   5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
      TO ITEMS 2(d) or 2(e)                                                 [ ]
- --------------------------------------------------------------------------------
   6  CITIZENSHIP OR PLACE OF ORGANIZATION
            United States
- --------------------------------------------------------------------------------
                      7   SOLE VOTING POWER
                          280,000 (Includes 30,000 shares held in the name of
                          The Arlen B. Crouch Family Foundation and 250,000
                          shares issuable upon the exercise of currently
     NUMBER OF            exercisable options)
       SHARES         ----------------------------------------------------------
    BENEFICIALLY      8   SHARED VOTING POWER
      OWNED BY            70,000
        EACH          ----------------------------------------------------------
     REPORTING        9   SOLE DISPOSITIVE POWER
       PERSON             280,000 (Includes 30,000 shares held in the name of
        WITH              The Arlen B. Crouch Family Foundation and 250,000
                          shares issuable upon the exercise of currently 
                          exercisable options)
                      ----------------------------------------------------------
                      10  SHARED DISPOSITIVE POWER
                          70,000
- --------------------------------------------------------------------------------
  11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      350,000 (Includes 30,000 shares held in the name of The Arlen B. Crouch
      Family Foundation and 250,000 shares issuable upon the exercise of 
      currently exercisable options) 
- --------------------------------------------------------------------------------
  12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

- --------------------------------------------------------------------------------
  13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      1.4%
- --------------------------------------------------------------------------------
  14  TYPE OF REPORTING PERSON*
      IN
- --------------------------------------------------------------------------------

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
      (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


   4
                                  SCHEDULE 13D


CUSIP No.     353469 10 9                                     PAGE 4 OF 57 PAGES

- --------------------------------------------------------------------------------
   1  NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                 Robert F. Bennett ("Bennett")
- --------------------------------------------------------------------------------
   2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                       (a) [X]
                                                                       (b) [ ]
- --------------------------------------------------------------------------------
   3  SEC USE ONLY

- --------------------------------------------------------------------------------
   4  SOURCE OF FUNDS*
      00 - No funds - No funds utilized for acquisition.
- --------------------------------------------------------------------------------
   5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
      TO ITEMS 2(d) or 2(e)                                                 [ ]
- --------------------------------------------------------------------------------
   6  CITIZENSHIP OR PLACE OF ORGANIZATION
            United States
- --------------------------------------------------------------------------------
                      7   SOLE VOTING POWER
                          476,849 (These shares are held by The Robert F.
                          Bennett Asset Management Trust, of which Bennett is 
                          the beneficiary and settlor, with power to revoke)
     NUMBER OF        ----------------------------------------------------------
       SHARES         8   SHARED VOTING POWER
    BENEFICIALLY          3,810 (These shares are held by Bennett's daughters
      OWNED BY            who share Bennett's household)
        EACH          ----------------------------------------------------------
     REPORTING        9   SOLE DISPOSITIVE POWER
       PERSON             476,849 (These shares are held by The Robert F.
        WITH              Bennett Asset Management Trust of which Mr. Bennett 
                          is the beneficiary and settlor, with power to revoke)
                      ----------------------------------------------------------
                      10  SHARED DISPOSITIVE POWER
                          3,810 (These shares are held by Bennett's daughters 
                          who share Bennett's household)
- --------------------------------------------------------------------------------
  11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      480,659 (Includes (i) 476,849 shares held by The Robert F. Bennett Asset
      Management Trust, of which Bennett is the beneficiary and settlor, with 
      power to revoke and (ii) 3,810 shares held by Bennett's daughters who 
      share Bennett's household)
- --------------------------------------------------------------------------------
  12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

- --------------------------------------------------------------------------------
  13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      1.9%
- --------------------------------------------------------------------------------
  14  TYPE OF REPORTING PERSON*
      IN
- --------------------------------------------------------------------------------

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
      (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


   5
                                  SCHEDULE 13D


CUSIP No.     353469 10 9                                     PAGE 5 OF 57 PAGES

- --------------------------------------------------------------------------------
   1  NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                 Stephen R. Covey
- --------------------------------------------------------------------------------
   2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                       (a) [X]
                                                                       (b) [ ]
- --------------------------------------------------------------------------------
   3  SEC USE ONLY

- --------------------------------------------------------------------------------
   4  SOURCE OF FUNDS*
            00 - No funds utilized for acquisition
- --------------------------------------------------------------------------------
   5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
      TO ITEMS 2(d) or 2(e)                                                 [ ]
- --------------------------------------------------------------------------------
   6  CITIZENSHIP OR PLACE OF ORGANIZATION
            United States
- --------------------------------------------------------------------------------
                      7   SOLE VOTING POWER
                          2,036,566
     NUMBER OF        ----------------------------------------------------------
       SHARES         8   SHARED VOTING POWER
    BENEFICIALLY          -0-
      OWNED BY        ----------------------------------------------------------
        EACH          9   SOLE DISPOSITIVE POWER
     REPORTING            2,036,566
       PERSON         ----------------------------------------------------------
        WITH          10  SHARED DISPOSITIVE POWER
                          -0-
- --------------------------------------------------------------------------------
  11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      2,036,566
- --------------------------------------------------------------------------------
  12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

- --------------------------------------------------------------------------------
  13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      8.2%
- --------------------------------------------------------------------------------
  14  TYPE OF REPORTING PERSON*
      IN
- --------------------------------------------------------------------------------

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
      (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


   6
                                  SCHEDULE 13D


CUSIP No.     353469 10 9                                     PAGE 6 OF 57 PAGES

- --------------------------------------------------------------------------------
   1  NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                 Stephen M. R. Covey
- --------------------------------------------------------------------------------
   2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                       (a) [X]
                                                                       (b) [ ]
- --------------------------------------------------------------------------------
   3  SEC USE ONLY

- --------------------------------------------------------------------------------
   4  SOURCE OF FUNDS*
            00 - No funds utilized for acquisition.
- --------------------------------------------------------------------------------
   5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
      TO ITEMS 2(d) or 2(e)                                                 [ ]
- --------------------------------------------------------------------------------
   6  CITIZENSHIP OR PLACE OF ORGANIZATION
            United States
- --------------------------------------------------------------------------------
                      7   SOLE VOTING POWER
                          318,411
     NUMBER OF        ----------------------------------------------------------
       SHARES         8   SHARED VOTING POWER
    BENEFICIALLY          -0-
      OWNED BY        ----------------------------------------------------------
        EACH          9   SOLE DISPOSITIVE POWER
     REPORTING            318,411
       PERSON         ----------------------------------------------------------
        WITH          10  SHARED DISPOSITIVE POWER
                          -0-
- --------------------------------------------------------------------------------
  11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      318,411
- --------------------------------------------------------------------------------
  12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

- --------------------------------------------------------------------------------
  13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      1.3%
- --------------------------------------------------------------------------------
  14  TYPE OF REPORTING PERSON*
      IN
- --------------------------------------------------------------------------------

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
      (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


   7
                                  SCHEDULE 13D


CUSIP No.     353469 10 9                                     PAGE 7 OF 57 PAGES

- --------------------------------------------------------------------------------
   1  NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                 Blaine N. Lee
- --------------------------------------------------------------------------------
   2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                       (a) [X]
                                                                       (b) [ ]
- --------------------------------------------------------------------------------
   3  SEC USE ONLY

- --------------------------------------------------------------------------------
   4  SOURCE OF FUNDS*
            00 - No funds utilized for acquisition.
- --------------------------------------------------------------------------------
   5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
      TO ITEMS 2(d) or 2(e)                                                 [ ]
- --------------------------------------------------------------------------------
   6  CITIZENSHIP OR PLACE OF ORGANIZATION
            United States
- --------------------------------------------------------------------------------
                      7   SOLE VOTING POWER
                          318,411
     NUMBER OF        ----------------------------------------------------------
       SHARES         8   SHARED VOTING POWER
    BENEFICIALLY          -0-
      OWNED BY        ----------------------------------------------------------
        EACH          9   SOLE DISPOSITIVE POWER
     REPORTING            318,411
       PERSON         ----------------------------------------------------------
        WITH          10  SHARED DISPOSITIVE POWER
                          -0-
- --------------------------------------------------------------------------------
  11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      318,411
- --------------------------------------------------------------------------------
  12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

- --------------------------------------------------------------------------------
  13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      1.3%
- --------------------------------------------------------------------------------
  14  TYPE OF REPORTING PERSON*
      IN
- --------------------------------------------------------------------------------

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
      (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


   8
                                  SCHEDULE 13D


CUSIP No.     353469 10 9                                     PAGE 8 OF 57 PAGES

- --------------------------------------------------------------------------------
   1  NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                 A. Roger Merrill
- --------------------------------------------------------------------------------
   2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                       (a) [X]
                                                                       (b) [ ]
- --------------------------------------------------------------------------------
   3  SEC USE ONLY

- --------------------------------------------------------------------------------
   4  SOURCE OF FUNDS*
            00 - No funds utilized for acquisition.
- --------------------------------------------------------------------------------
   5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
      TO ITEMS 2(d) or 2(e)                                                 [ ]
- --------------------------------------------------------------------------------
   6  CITIZENSHIP OR PLACE OF ORGANIZATION
            United States
- --------------------------------------------------------------------------------
                      7   SOLE VOTING POWER
                          318,411
     NUMBER OF        ----------------------------------------------------------
       SHARES         8   SHARED VOTING POWER
    BENEFICIALLY          -0-
      OWNED BY        ----------------------------------------------------------
        EACH          9   SOLE DISPOSITIVE POWER
     REPORTING            318,411
       PERSON         ----------------------------------------------------------
        WITH          10  SHARED DISPOSITIVE POWER
                          -0-
- --------------------------------------------------------------------------------
  11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      318,411
- --------------------------------------------------------------------------------
  12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

- --------------------------------------------------------------------------------
  13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      1.3%
- --------------------------------------------------------------------------------
  14  TYPE OF REPORTING PERSON*
      IN
- --------------------------------------------------------------------------------

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
      (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


   9
                                  SCHEDULE 13D


CUSIP No.     353469 10 9                                     PAGE 9 OF 57 PAGES

- --------------------------------------------------------------------------------
   1  NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                 Brad G. Anderson
- --------------------------------------------------------------------------------
   2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                       (a) [X]
                                                                       (b) [ ]
- --------------------------------------------------------------------------------
   3  SEC USE ONLY

- --------------------------------------------------------------------------------
   4  SOURCE OF FUNDS*
            00 - No funds utilized for acquisition.
- --------------------------------------------------------------------------------
   5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
      TO ITEMS 2(d) or 2(e)                                                 [ ]
- --------------------------------------------------------------------------------
   6  CITIZENSHIP OR PLACE OF ORGANIZATION
            United States
- --------------------------------------------------------------------------------
                      7   SOLE VOTING POWER
                          318,411
     NUMBER OF        ----------------------------------------------------------
       SHARES         8   SHARED VOTING POWER
    BENEFICIALLY          -0-
      OWNED BY        ----------------------------------------------------------
        EACH          9   SOLE DISPOSITIVE POWER
     REPORTING            318,411
       PERSON         ----------------------------------------------------------
        WITH          10  SHARED DISPOSITIVE POWER
                          -0-
- --------------------------------------------------------------------------------
  11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      318,411
- --------------------------------------------------------------------------------
  12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

- --------------------------------------------------------------------------------
  13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      1.3%
- --------------------------------------------------------------------------------
  14  TYPE OF REPORTING PERSON*
      IN
- --------------------------------------------------------------------------------

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
      (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


   10
                                  SCHEDULE 13D


CUSIP No.     353469 10 9                                    PAGE 10 OF 57 PAGES

- --------------------------------------------------------------------------------
   1  NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                 John M. R. Covey
- --------------------------------------------------------------------------------
   2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                       (a) [X]
                                                                       (b) [ ]
- --------------------------------------------------------------------------------
   3  SEC USE ONLY

- --------------------------------------------------------------------------------
   4  SOURCE OF FUNDS*
            00 - No funds utilized for acquisition.
- --------------------------------------------------------------------------------
   5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
      TO ITEMS 2(d) or 2(e)                                                 [ ]
- --------------------------------------------------------------------------------
   6  CITIZENSHIP OR PLACE OF ORGANIZATION
            United States
- --------------------------------------------------------------------------------
                      7   SOLE VOTING POWER
                          192,314
     NUMBER OF        ----------------------------------------------------------
       SHARES         8   SHARED VOTING POWER
    BENEFICIALLY          -0-
      OWNED BY        ----------------------------------------------------------
        EACH          9   SOLE DISPOSITIVE POWER
     REPORTING            192,314
       PERSON         ----------------------------------------------------------
        WITH          10  SHARED DISPOSITIVE POWER
                          -0-
- --------------------------------------------------------------------------------
  11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      192,314
- --------------------------------------------------------------------------------
  12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

- --------------------------------------------------------------------------------
  13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      .8%
- --------------------------------------------------------------------------------
  14  TYPE OF REPORTING PERSON*
      IN
- --------------------------------------------------------------------------------

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
      (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


   11
                                  SCHEDULE 13D


CUSIP No.     353469 10 9                                    PAGE 11 OF 57 PAGES

- --------------------------------------------------------------------------------
   1  NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                 Roice N. Krueger
- --------------------------------------------------------------------------------
   2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                       (a) [X]
                                                                       (b) [ ]
- --------------------------------------------------------------------------------
   3  SEC USE ONLY

- --------------------------------------------------------------------------------
   4  SOURCE OF FUNDS*
            00 - No funds utilized for acquisition.
- --------------------------------------------------------------------------------
   5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
      TO ITEMS 2(d) or 2(e)                                                 [ ]
- --------------------------------------------------------------------------------
   6  CITIZENSHIP OR PLACE OF ORGANIZATION
            United States
- --------------------------------------------------------------------------------
                      7   SOLE VOTING POWER
                          127,364
     NUMBER OF        ----------------------------------------------------------
       SHARES         8   SHARED VOTING POWER
    BENEFICIALLY          -0-
      OWNED BY        ----------------------------------------------------------
        EACH          9   SOLE DISPOSITIVE POWER
     REPORTING            127,364
       PERSON         ----------------------------------------------------------
        WITH          10  SHARED DISPOSITIVE POWER
                          -0-
- --------------------------------------------------------------------------------
  11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      127,364
- --------------------------------------------------------------------------------
  12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

- --------------------------------------------------------------------------------
  13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      .5%
- --------------------------------------------------------------------------------
  14  TYPE OF REPORTING PERSON*
      IN
- --------------------------------------------------------------------------------

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
      (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


   12
                                  SCHEDULE 13D


CUSIP No.     353469 10 9                                    PAGE 12 OF 57 PAGES

- --------------------------------------------------------------------------------
   1  NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                 David N. Conley
- --------------------------------------------------------------------------------
   2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                       (a) [X]
                                                                       (b) [ ]
- --------------------------------------------------------------------------------
   3  SEC USE ONLY

- --------------------------------------------------------------------------------
   4  SOURCE OF FUNDS*
            00 - No funds utilized for acquisition.
- --------------------------------------------------------------------------------
   5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
      TO ITEMS 2(d) or 2(e)                                                 [ ]
- --------------------------------------------------------------------------------
   6  CITIZENSHIP OR PLACE OF ORGANIZATION
            United States
- --------------------------------------------------------------------------------
                      7   SOLE VOTING POWER
                          127,364 
     NUMBER OF        ----------------------------------------------------------
       SHARES         8   SHARED VOTING POWER
    BENEFICIALLY          -0-
      OWNED BY        ----------------------------------------------------------
        EACH          9   SOLE DISPOSITIVE POWER
     REPORTING            127,364
       PERSON         ----------------------------------------------------------
        WITH          10  SHARED DISPOSITIVE POWER
                          -0-
- --------------------------------------------------------------------------------
  11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      127,364 
- --------------------------------------------------------------------------------
  12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

- --------------------------------------------------------------------------------
  13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      .5%
- --------------------------------------------------------------------------------
  14  TYPE OF REPORTING PERSON*
      IN
- --------------------------------------------------------------------------------

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
      (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


   13
                                  SCHEDULE 13D


CUSIP No.     353469 10 9                                    PAGE 13 OF 57 PAGES

- --------------------------------------------------------------------------------
   1  NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                 Robert J. Guindon
- --------------------------------------------------------------------------------
   2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                       (a) [X]
                                                                       (b) [ ]
- --------------------------------------------------------------------------------
   3  SEC USE ONLY

- --------------------------------------------------------------------------------
   4  SOURCE OF FUNDS*
           - 00 - No funds utilized for acquisition.
- --------------------------------------------------------------------------------
   5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
      TO ITEMS 2(d) or 2(e)                                                 [ ]
- --------------------------------------------------------------------------------
   6  CITIZENSHIP OR PLACE OF ORGANIZATION
            United States
- --------------------------------------------------------------------------------
                      7   SOLE VOTING POWER
                          127,364
     NUMBER OF        ----------------------------------------------------------
       SHARES         8   SHARED VOTING POWER
    BENEFICIALLY          -0-
      OWNED BY        ----------------------------------------------------------
        EACH          9   SOLE DISPOSITIVE POWER
     REPORTING            127,364
       PERSON         ----------------------------------------------------------
        WITH          10  SHARED DISPOSITIVE POWER
                           -0-
- --------------------------------------------------------------------------------
  11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      127,364 
- --------------------------------------------------------------------------------
  12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

- --------------------------------------------------------------------------------
  13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      .5%
- --------------------------------------------------------------------------------
  14  TYPE OF REPORTING PERSON*
      IN
- --------------------------------------------------------------------------------

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
      (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


   14
                                  SCHEDULE 13D


CUSIP No.     353469 10 9                                    PAGE 14 OF 57 PAGES

- --------------------------------------------------------------------------------
   1  NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                 Kevin R. Cope
- --------------------------------------------------------------------------------
   2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                       (a) [X]
                                                                       (b) [ ]
- --------------------------------------------------------------------------------
   3  SEC USE ONLY

- --------------------------------------------------------------------------------
   4  SOURCE OF FUNDS*
            00 - No funds utilized for acquisition
- --------------------------------------------------------------------------------
   5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
      TO ITEMS 2(d) or 2(e)                                                 [ ]
- --------------------------------------------------------------------------------
   6  CITIZENSHIP OR PLACE OF ORGANIZATION
            United States
- --------------------------------------------------------------------------------
                      7   SOLE VOTING POWER
                          127,364
     NUMBER OF        ----------------------------------------------------------
       SHARES         8   SHARED VOTING POWER
    BENEFICIALLY          -0-
      OWNED BY        ----------------------------------------------------------
        EACH          9   SOLE DISPOSITIVE POWER
     REPORTING            127,364
       PERSON         ----------------------------------------------------------
        WITH          10  SHARED DISPOSITIVE POWER
                          -0-
- --------------------------------------------------------------------------------
  11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      127,364
- --------------------------------------------------------------------------------
  12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

- --------------------------------------------------------------------------------
  13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      .5%
- --------------------------------------------------------------------------------
  14  TYPE OF REPORTING PERSON*
      IN
- --------------------------------------------------------------------------------

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
      (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


   15
                                  SCHEDULE 13D


CUSIP No.     353469 10 9                                    PAGE 15 OF 57 PAGES

- --------------------------------------------------------------------------------
   1  NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                 Charles S. Farnsworth
- --------------------------------------------------------------------------------
   2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                       (a) [X]
                                                                       (b) [ ]
- --------------------------------------------------------------------------------
   3  SEC USE ONLY

- --------------------------------------------------------------------------------
   4  SOURCE OF FUNDS*
            00 - No funds utilized for acquisition.
- --------------------------------------------------------------------------------
   5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
      TO ITEMS 2(d) or 2(e)                                                 [ ]
- --------------------------------------------------------------------------------
   6  CITIZENSHIP OR PLACE OF ORGANIZATION
            United States
- --------------------------------------------------------------------------------
                      7   SOLE VOTING POWER
                          127,364
     NUMBER OF        ----------------------------------------------------------
       SHARES         8   SHARED VOTING POWER
    BENEFICIALLY          -0-
      OWNED BY        ----------------------------------------------------------
        EACH          9   SOLE DISPOSITIVE POWER
     REPORTING            127,364
       PERSON         ----------------------------------------------------------
        WITH          10  SHARED DISPOSITIVE POWER
                          -0-
- --------------------------------------------------------------------------------
  11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      127,364
- --------------------------------------------------------------------------------
  12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

- --------------------------------------------------------------------------------
  13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      .5%
- --------------------------------------------------------------------------------
  14  TYPE OF REPORTING PERSON*
      IN
- --------------------------------------------------------------------------------

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
      (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


   16
                                  SCHEDULE 13D


CUSIP No.     353469 10 9                                    PAGE 16 OF 57 PAGES

- --------------------------------------------------------------------------------
   1  NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                 David Hanna
- --------------------------------------------------------------------------------
   2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                       (a) [X]
                                                                       (b) [ ]
- --------------------------------------------------------------------------------
   3  SEC USE ONLY

- --------------------------------------------------------------------------------
   4  SOURCE OF FUNDS*
            00 - No funds utilized for acquisition.
- --------------------------------------------------------------------------------
   5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
      TO ITEMS 2(d) or 2(e)                                                 [ ]
- --------------------------------------------------------------------------------
   6  CITIZENSHIP OR PLACE OF ORGANIZATION
            United States
- --------------------------------------------------------------------------------
                      7   SOLE VOTING POWER
                          127,364
     NUMBER OF        ----------------------------------------------------------
       SHARES         8   SHARED VOTING POWER
    BENEFICIALLY          -0-
      OWNED BY        ----------------------------------------------------------
        EACH          9   SOLE DISPOSITIVE POWER
     REPORTING            127,364
       PERSON         ----------------------------------------------------------
        WITH          10  SHARED DISPOSITIVE POWER
                          -0-
- --------------------------------------------------------------------------------
  11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      127,364
- --------------------------------------------------------------------------------
  12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

- --------------------------------------------------------------------------------
  13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      .5%
- --------------------------------------------------------------------------------
  14  TYPE OF REPORTING PERSON*
      IN
- --------------------------------------------------------------------------------

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
      (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


   17
                                  SCHEDULE 13D


CUSIP No.     353469 10 9                                    PAGE 17 OF 57 PAGES

- --------------------------------------------------------------------------------
   1  NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                 Greg D. Link
- --------------------------------------------------------------------------------
   2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                       (a) [X]
                                                                       (b) [ ]
- --------------------------------------------------------------------------------
   3  SEC USE ONLY

- --------------------------------------------------------------------------------
   4  SOURCE OF FUNDS*
            00 - No funds utilized for acquisition
- --------------------------------------------------------------------------------
   5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
      TO ITEMS 2(d) or 2(e)                                                 [ ]
- --------------------------------------------------------------------------------
   6  CITIZENSHIP OR PLACE OF ORGANIZATION
            United States
- --------------------------------------------------------------------------------
                      7   SOLE VOTING POWER
                          127,364
     NUMBER OF        ----------------------------------------------------------
       SHARES         8   SHARED VOTING POWER
    BENEFICIALLY          -0-
      OWNED BY        ----------------------------------------------------------
        EACH          9   SOLE DISPOSITIVE POWER
     REPORTING            127,364
       PERSON         ----------------------------------------------------------
        WITH          10  SHARED DISPOSITIVE POWER
                          -0-
- --------------------------------------------------------------------------------
  11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      127,364
- --------------------------------------------------------------------------------
  12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

- --------------------------------------------------------------------------------
  13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
      .5%
- --------------------------------------------------------------------------------
  14  TYPE OF REPORTING PERSON*
      IN
- --------------------------------------------------------------------------------

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
      (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


   18
                                  SCHEDULE 13D


CUSIP No.     353469 10 9                                    PAGE 18 OF 57 PAGES

- --------------------------------------------------------------------------------
   1  NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                 Michael Sean M. Covey
- --------------------------------------------------------------------------------
   2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                       (a) [X]
                                                                       (b) [ ]
- --------------------------------------------------------------------------------
   3  SEC USE ONLY

- --------------------------------------------------------------------------------
   4  SOURCE OF FUNDS*
            00 - No funds utilized for acquisition.
- --------------------------------------------------------------------------------
   5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
      TO ITEMS 2(d) or 2(e)                                                 [ ]
- --------------------------------------------------------------------------------
   6  CITIZENSHIP OR PLACE OF ORGANIZATION
            United States
- --------------------------------------------------------------------------------
                      7   SOLE VOTING POWER
                          318,411
     NUMBER OF        ----------------------------------------------------------
       SHARES         8   SHARED VOTING POWER
    BENEFICIALLY          -0-
      OWNED BY        ----------------------------------------------------------
        EACH          9   SOLE DISPOSITIVE POWER
     REPORTING            318,411
       PERSON         ----------------------------------------------------------
        WITH          10  SHARED DISPOSITIVE POWER
                          -0-
- --------------------------------------------------------------------------------
  11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      318,411
- --------------------------------------------------------------------------------
  12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

- --------------------------------------------------------------------------------
  13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
      1.3%
- --------------------------------------------------------------------------------
  14  TYPE OF REPORTING PERSON*
      IN
- --------------------------------------------------------------------------------

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
      (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


   19
                                  SCHEDULE 13D


CUSIP No.     353469 10 9                                    PAGE 19 OF 57 PAGES

- --------------------------------------------------------------------------------
   1  NAME OF REPORTING PERSON
      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
                 David M.R. Covey
- --------------------------------------------------------------------------------
   2  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                       (a) [X]
                                                                       (b) [ ]
- --------------------------------------------------------------------------------
   3  SEC USE ONLY
      
- --------------------------------------------------------------------------------
   4  SOURCE OF FUNDS*
      00 - No funds utilized for acquisition.
- --------------------------------------------------------------------------------
   5  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 
      TO ITEMS 2(d) or 2(e)                                                 [ ]
- --------------------------------------------------------------------------------
   6  CITIZENSHIP OR PLACE OF ORGANIZATION
      United States
- --------------------------------------------------------------------------------
                      7   SOLE VOTING POWER
                          318,411
     NUMBER OF        ----------------------------------------------------------
       SHARES         8   SHARED VOTING POWER
    BENEFICIALLY          -0-
      OWNED BY        ----------------------------------------------------------
        EACH          9   SOLE DISPOSITIVE POWER
     REPORTING            318,411
       PERSON         ----------------------------------------------------------
        WITH          10  SHARED DISPOSITIVE POWER
                          -0-
- --------------------------------------------------------------------------------
  11  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
      318,411
- --------------------------------------------------------------------------------
  12  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]

- --------------------------------------------------------------------------------
  13  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
              1.3%
- --------------------------------------------------------------------------------
  14  TYPE OF REPORTING PERSON*
              IN
- --------------------------------------------------------------------------------

                     *SEE INSTRUCTIONS BEFORE FILLING OUT!
          INCLUDE BOTH SIDES OF THE COVER PAGE RESPONSES TO ITEMS 1-7
      (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.


   20
                                  SCHEDULE 13D


CUSIP No.     353469 10 9                                    PAGE 20 OF 57 PAGES

ITEM 1.  SECURITY AND ISSUER

         (a)      Title of Class of Equity Securities: Common Stock, $0.05 par
                  value (the "Common Stock")

         (b)      Name of Issuer: Franklin Covey Co., formerly Franklin Quest
                  Co. (the "Issuer")

         (c)      Address of Issuer's Principal Executive Office: 2200 West
                  Parkway Boulevard, Salt Lake City, UT 84119

ITEM 2.  IDENTITY AND BACKGROUND

         (a)-(c)  This Statement on Schedule 13D (the "Statement") is being
                  filed by and on behalf of the persons listed on Schedule A
                  hereto (each a "Reporting Person" and, collectively, the
                  "Reporting Persons"). Schedule A sets forth for each Reporting
                  Person the following information, which is incorporated herein
                  by reference: (i) the name of such Reporting Person, (ii) the
                  business address of such Reporting Person and (iii) the
                  principal business, occupation or employment of such Reporting
                  Person.

         (d)-(e)  During the last five years, none of the Reporting Persons has
                  been convicted in a criminal proceeding (excluding traffic
                  violations or similar misdemeanors) nor were any of the
                  Reporting Persons a party to a civil proceeding of a judicial
                  or administrative body of competent jurisdiction, as a result
                  of which was or is subject to a judgment, decree or final
                  order enjoining future violations of, or prohibiting or
                  mandating activities subject to, federal or state securities
                  laws or finding any violation with respect to such laws.

         (f)      Each of the Reporting Persons is a United States citizen.

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

                  All of the Reporting Persons except for Smith, Crouch and
         Bennett were formerly stockholders of Covey Leadership Center, Inc., a
         Utah corporation ("Covey"; the Reporting Persons who are former
         shareholders of Covey are hereinafter referred to as the "Covey
         Shareholders"). Pursuant to a Merger Agreement dated as of March 21,
         1997 among the Issuer, Covey and the Covey Shareholders, Covey merged
         with and into the Issuer on May 30, 1997 and the shares of Covey's
         capital stock outstanding at the time of the Merger were automatically
         converted into the right to receive an aggregate of 5,030,901 shares of
         the Common Stock.

ITEM 4.  PURPOSE OF TRANSACTION

                  The Covey Shareholders acquired the shares of Common Stock
         pursuant to the Merger. Such shares are being held for investment
         purposes only. Smith, Crouch and Bennett continue to hold the shares of
         the Common Stock that they held prior to the Merger and continue to
         hold such shares for investment purposes only. Each of the Reporting
         Persons reserves the right to purchase additional shares of the Common
         Stock or to dispose of shares of the Common Stock in the open market,
         in privately negotiated transactions or in any other lawful manner in
         the future.

                  Each of the Reporting Persons is a party to a Shareholders
         Agreement dated as of May 30, 1997 (the "Shareholders Agreement").
         Pursuant to the Shareholders Agreement, each


   21
                                  SCHEDULE 13D

CUSIP No.     353469 10 9                                    PAGE 21 OF 57 PAGES




         Reporting Person has agreed that until August 31, 2000, such Reporting
         Person shall vote all shares of the Common Stock held by such Reporting
         Person in favor of the election of members to serve on the Issuer's
         Board of Directors as shall be nominated by the Nominating Committee of
         the Issuer's Board of Directors. As a result of the Shareholders
         Agreement, the Reporting Persons may be deemed to be members of a
         "group" within the meaning of Rule 13d-5(b)(1) under the Securities
         Exchange Act of 1934 (the "Exchange Act") and accordingly may be deemed
         to have beneficial ownership of all of the shares of Common Stock
         subject to the Shareholders Agreement. Each of the Reporting Persons
         expressly disclaims beneficial ownership of shares of the Common Stock
         other than shares expressly identified herein as beneficially owned by
         such Reporting Person. The Shareholders Agreement is filed as an
         exhibit to this Statement and is incorporated herein by reference.

                  Except as described above, the Reporting Persons presently
         have no plans or proposals which relate to or would result in any
         action enumerated in subparagraphs (a) through (j) of the instructions
         for Item 4 of Schedule 13D.

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER

   (a)   The responses of the Reporting Persons to Items 7-11 of the cover
         sheets to this Statement (the "Cover Sheets"), which relate to the
         beneficial ownership of the Common Stock, are incorporated herein by
         reference. Each of the Reporting Persons, pursuant to the Shareholders
         Agreement, has agreed to certain voting provisions with respect to the
         election of directors of the Issuer. As a result of the Shareholders
         Agreement, the Reporting Persons may be deemed to be members of a
         "group" within the meaning of Rule 13d-5(b)(1) under the Exchange Act
         and, accordingly, may be deemed to have beneficial ownership of all of
         the shares of the Common Stock subject to the Shareholders Agreement.
         In the aggregate, 7,666,711 shares, representing 30.4% of the
         outstanding shares of Common Stock, are subject to the Shareholders
         Agreement. The percentage of shares of Common Stock owned is based in
         each case upon 24,797,359 shares outstanding, consisting of 19,766,458
         shares outstanding on March 21, 1997, as set forth in the Proxy
         Statement delivered in connection with the Merger, together with the
         5,030,901 shares of the Common Stock issued pursuant to the Merger.
         Each of the Reporting Persons expressly disclaims beneficial ownership
         of shares of the Common Stock other than shares expressly identified
         herein as beneficially owned by such Reporting Person.

   (b)   Each of the Reporting Persons has the sole power to vote or direct the
         vote, shared power to vote or direct the vote, sole power to dispose of
         or direct the disposition of and shared power to dispose of or direct
         the disposition of the shares of the Common Stock listed on such
         person's respective Cover Sheet as being beneficially owned by such
         person.

   (c)   On May 30, 1997, 5,030,901 shares were issued to the Covey Shareholders
         pursuant to the Merger in the amounts set forth on the respective Cover
         Sheets of the Covey Shareholders.

   (d)   No other person has the right to receive or the power to direct the
         receipt of dividends from, or the proceeds from the sale of the
         above-discussed shares of the Common Stock.

   (e)   Not applicable.



   22
                                  SCHEDULE 13D

CUSIP No.     353469 10 9                                    PAGE 22 OF 57 PAGES




ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
         TO SECURITIES OF THE ISSUER

                  Each of the Reporting Persons is a party to the Shareholders
         Agreement. Pursuant to the Shareholders Agreement, each Reporting
         Person has agreed that until August 31, 2000, such Reporting Person
         shall vote all shares of the Common Stock held by such Reporting Person
         in favor of the election of members to serve on the Issuer's Board of
         Directors as shall be nominated by the Nominating Committee of the
         Issuer's Board of Directors.

                  Each of the Covey Shareholders is also a party to a
         Registration Rights Agreement dated May 30, 1997 (the "Registration
         Rights Agreement"). Pursuant to the Registration Rights Agreement, a
         Covey Shareholder is required to give the Issuer notice of any proposed
         transfer of shares of the Common Stock held by such Covey Shareholder.
         In addition, in the event the Issuer proposes to register any
         securities under the Securities Act of 1933 during the period from May
         30, 1999 to May 30, 2002, the Issuer must provide notice of such
         proposed registration to the Covey Shareholders.

                  Each of the Covey Shareholders has signed an Investment Letter
         and Agreement Not to Sell (the "Investment Letters") dated May 30,
         1997. Pursuant to the Investment Letters, each Covey Shareholder has
         made certain representations regarding such Shareholder's acquisition
         of shares of the Common Stock.

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS

                  Attached hereto as Exhibit A is the written agreement relating
         to the filing of a joint statement as required by Rule 13d-1(f) under
         the Securities Exchange Act of 1934.

                  Attached hereto as Exhibit B is a copy of the Shareholders
         Agreement dated as of May 30, 1997.





   23
                                  SCHEDULE 13D

CUSIP No.     353469 10 9                                    PAGE 23 OF 57 PAGES




                                    SIGNATURE

                  After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.




June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ---------------------------------       ------------------------
Date                                    Hyrum W. Smith by Val John Christensen,
                                        Attorney-in-Fact pursuant to a Power of
                                        Attorney dated May 30, 1997, a conformed
                                        copy of which is filed herewith and
                                        incorporated herein by this reference



June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- -------------------------------         ------------------------
Date                                    Arlen B. Crouch, by Val John
                                        Christensen, Attorney-in-Fact pursuant
                                        to a Power of Attorney dated June 5,
                                        1997, a conformed copy of which is filed
                                        herewith and incorporated herein by this
                                        reference



June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- -------------------------------         ------------------------
Date                                    Robert F. Bennett, by Val John
                                        Christensen, Attorney-in-Fact pursuant
                                        to a Power of Attorney dated May 30,
                                        1997, a conformed copy of which is filed
                                        herewith and incorporated herein by this
                                        reference



June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- -------------------------------         ------------------------
Date                                    Stephen R. Covey, by Val John
                                        Christensen, Attorney-in-Fact pursuant
                                        to a Power of Attorney dated May 30,
                                        1997, a conformed copy of which is filed
                                        herewith and incorporated herein by this
                                        reference





   24
                                  SCHEDULE 13D

CUSIP No.     353469 10 9                                    PAGE 24 OF 57 PAGES




June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ----------------------------------      ------------------------
Date                                    Stephen M. R. Covey, by Val John
                                        Christensen, Attorney-in-Fact pursuant
                                        to a Power of Attorney dated May 30,
                                        1997, a conformed copy of which is filed
                                        herewith and incorporated herein by this
                                        reference



June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ---------------------------------       ------------------------
Date                                    Blaine N. Lee, by Val John Christensen,
                                        Attorney-in-Fact pursuant to a Power of
                                        Attorney dated June 3, 1997, a conformed
                                        copy of which is filed herewith and
                                        incorporated herein by this reference



June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ----------------------------------      ------------------------
Date                                    A. Roger Merrill, by Val John
                                        Christensen, Attorney-in-Fact pursuant
                                        to a Power of Attorney dated May 30,
                                        1997, a conformed copy of which is filed
                                        herewith and incorporated herein by this
                                        reference



June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ----------------------------------      ------------------------
Date                                    Brad G. Anderson, by Val John
                                        Christensen, Attorney-in-Fact pursuant
                                        to a Power of Attorney dated May 30,
                                        1997, a conformed copy of which is filed
                                        herewith and incorporated herein by this
                                        reference





   25
                                  SCHEDULE 13D

CUSIP No.     353469 10 9                                    PAGE 25 OF 57 PAGES




June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ----------------------------------      ------------------------
Date                                    John M. R. Covey, by Val John
                                        Christensen, Attorney-in-Fact pursuant
                                        to a Power of Attorney dated May 30,
                                        1997, a conformed copy of which is filed
                                        herewith and incorporated herein by this
                                        reference



June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ----------------------------------      ------------------------
Date                                    Roice N. Krueger, by Val John
                                        Christensen, Attorney-in-Fact pursuant
                                        to a Power of Attorney dated June 4,
                                        1997, a conformed copy of which is filed
                                        herewith and incorporated herein by this
                                        reference



June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ---------------------------------       ------------------------
Date                                    David Conley, by Val John Christensen,
                                        Attorney-in-Fact pursuant to a Power of
                                        Attorney dated May 30, 1997, a conformed
                                        copy of which is filed herewith and
                                        incorporated herein by this reference



June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ---------------------------------       ------------------------
Date                                    Robert J. Guindon, by Val John
                                        Christensen, Attorney-in-Fact pursuant
                                        to a Power of Attorney dated May 30,
                                        1997, a conformed copy of which is filed
                                        herewith and incorporated herein by this
                                        reference


June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ---------------------------------       ------------------------
Date                                    Kevin R. Cope, by Val John Christensen,
                                        Attorney-in-Fact pursuant to a Power of
                                        Attorney dated May 30, 1997, a conformed
                                        copy of which is filed herewith and
                                        incorporated herein by this reference





   26
                                  SCHEDULE 13D

CUSIP No.     353469 10 9                                    PAGE 26 OF 57 PAGES




June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ---------------------------------       ------------------------
Date                                    Charles S. Farnsworth, by Val John
                                        Christensen, Attorney-in-Fact pursuant
                                        to a Power of Attorney dated May 30,
                                        1997, a conformed copy of which is filed
                                        herewith and incorporated herein by this
                                        reference



June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ---------------------------------       ------------------------
Date                                    David Hanna, by Val John Christensen,
                                        Attorney-in-Fact pursuant to a Power of
                                        Attorney dated June 3, 1997, a conformed
                                        copy of which is filed herewith and
                                        incorporated herein by this reference



June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ---------------------------------       ------------------------
Date                                    Greg D. Link, by Val John Christensen,
                                        Attorney-in-Fact pursuant to a Power of
                                        Attorney dated May 30, 1997, a conformed
                                        copy of which is filed herewith and
                                        incorporated herein by this reference



June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ---------------------------------       ------------------------
Date                                    Michael Sean M. Covey, by Val John
                                        Christensen, Attorney-in-Fact pursuant
                                        to a Power of Attorney dated May 30,
                                        1997, a conformed copy of which is filed
                                        herewith and incorporated herein by this
                                        reference



June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ---------------------------------       ------------------------
Date                                    David M. R. Covey, by Val John
                                        Christensen, Attorney-in-Fact pursuant
                                        to a Power of Attorney dated June 4,
                                        1997, a conformed copy of which is filed
                                        herewith and incorporated herein by this
                                        reference


   27
                                  SCHEDULE 13D

CUSIP No.     353469 10 9                                    PAGE 27 OF 57 PAGES




                                   SCHEDULE A

                             Identity and Background

                  The following table sets forth for each Reporting Person (i)
         the name of such Reporting Person, (ii) the business address of such
         Reporting Person and (iii) the principal business, occupation or
         employment of such Reporting Person:

         1.       (i)      Hyrum W. Smith
                  (ii)     2200 West Parkway Boulevard
                           Salt Lake City, UT  84119
                  (iii)    Chairman and Chief Executive Officer; 
                           Franklin Covey Co.

         2.       (i)      Arlen B. Crouch
                  (ii)     2566 Barcelona Drive
                           Sandy, UT  84093
                  (iii)    Retired

         3.       (i)      Robert F. Bennett
                  (ii)     125 South State Street
                           Salt Lake City, UT  84111
                  (iii)    Senator, United States Senate

         4.       (i)      Stephen R. Covey
                  (ii)     3507 North University Avenue
                           Provo, UT  84604
                  (iii)    Co-Chairman of Board; Franklin Covey Co.

         5.       (i)      Stephen M. R. Covey
                  (ii)     3507 North University Avenue
                           Provo, UT  84604
                  (iii)    President of Covey Leadership Center Division, 
                           Franklin Covey Co.

         6.       (i)      Blaine N. Lee
                  (ii)     360 West 4800 North
                           Provo, UT  84604
                  (iii)    Vice President; Franklin Covey Co.

         7.       (i)      A. Roger Merrill
                  (ii)     3507 North University Avenue
                           Provo, UT  84604
                  (iii)    Author and Consultant; Franklin Covey Co.

         8.       (i)      Brad G. Anderson
                  (ii)     3507 North University Avenue
                           Provo, UT  84604
                  (iii)    Vice President; Franklin Covey Co.

         9.       (i)      John M. R. Covey
                  (ii)     3507 North University Avenue
                           Provo, UT  84604
                  (iii)    Director-Home and Family; Franklin Covey Co.


   28
                                  SCHEDULE 13D

CUSIP No.     353469 10 9                                    PAGE 28 OF 57 PAGES





         10.      (i)      Roice N. Krueger
                  (ii)     360 West 4800 North
                           Provo, UT  84604
                  (iii)    Vice President; Franklin Covey Co.

         11.      (i)      David N. Conley
                  (ii)     5779 South Highland Drive
                           Salt Lake City, UT  84117
                  (iii)    Consultant; Self-employed

         12.      (i)      Robert J. Guindon
                  (ii)     3507 North University Avenue
                           Provo, UT  84604
                  (iii)    Executive Vice President-International Operations; 
                           Franklin Covey Co.

         13.      (i)      Kevin R. Cope
                  (ii)     3507 North University Avenue
                           Provo, UT  84604
                  (iii)    Vice President and General Manager-Professional 
'                          Services; Franklin Covey Co.

         14.      (i)      Charles S. Farnsworth
                  (ii)     3507 North University Avenue
                           Provo, UT  84604
                  (iii)    Vice President and General Manager; Franklin 
                           Covey Co.

         15.      (i)      David Hanna
                  (ii)     3507 North University Avenue
                           Provo, UT  84604
                  (iii)    Senior Consultant; Franklin Covey Co.

         16.      (i)      Greg D. Link
                  (ii)     3507 North University Avenue
                           Provo, UT  84604
                  (iii)    Vice President of Business Development and Public
                           Relations; Franklin Covey Co.

         17.      (i)      Michael Sean M. Covey
                  (ii)     360 West 4800 North
                           Provo, UT  84604
                  (iii)    Vice President of Stores; Franklin Covey Co.

         18.      (i)      David M. R. Covey
                  (ii)     Ground Floor, Fujitsu House
                           159 Coronation Drive
                           Milton, QLD 4064
                           Australia
                  (iii)    Executive Vice President-Marketing; Franklin 
                           Covey Co.


   29
                                 SCHEDULE 13D

CUSIP No.     353469 10 9                                    PAGE 29 OF 57 PAGES




                                INDEX TO EXHIBITS



EXHIBIT DESCRIPTION - ------------------------- ------------------------------------------------ 99.1 Written agreement relating to the filing of a joint statement as required by Rule 13d-1(f) under the Securities Exchange Act of 1934. 99.2 Shareholders Agreement dated May 30, 1997.
   1
                                                                    EXHIBIT 99.1

                                 SCHEDULE 13D

CUSIP No.     353469 10 9                                    PAGE 30 OF 57 PAGES





                                    AGREEMENT

         Each of the undersigned agrees that this Schedule 13D relating to
equity securities of Franklin Covey Co. shall be filed on behalf of each of the
undersigned.



June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ----------------------------------      ------------------------
Date                                    Hyrum W. Smith by Val John Christensen,
                                        Attorney-in-Fact pursuant to a Power of
                                        Attorney dated May 30, 1997, a conformed
                                        copy of which is filed herewith and
                                        incorporated herein by this reference



June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ----------------------------------      ------------------------
Date                                    Arlen B. Crouch, by Val John
                                        Christensen, Attorney-in-Fact pursuant
                                        to a Power of Attorney dated June 5,
                                        1997, a conformed copy of which is filed
                                        herewith and incorporated herein by this
                                        reference



June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ----------------------------------      ------------------------
Date                                    Robert F. Bennett, by Val John
                                        Christensen, Attorney-in-Fact pursuant
                                        to a Power of Attorney dated May 30,
                                        1997, a conformed copy of which is filed
                                        herewith and incorporated herein by this
                                        reference



June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ----------------------------------      ------------------------
Date                                    Stephen R. Covey, by Val John
                                        Christensen, Attorney-in-Fact pursuant
                                        to a Power of Attorney dated May 30,
                                        1997, a conformed copy of which is filed
                                        herewith and incorporated herein by this
                                        reference





   2
                                 SCHEDULE 13D

CUSIP No.     353469 10 9                                    PAGE 31 OF 57 PAGES




June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ----------------------------------      ------------------------
Date                                    Stephen M. R. Covey, by Val John
                                        Christensen, Attorney-in-Fact pursuant
                                        to a Power of Attorney dated May 30,
                                        1997, a conformed copy of which is filed
                                        herewith and incorporated herein by this
                                        reference



June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ----------------------------------      ------------------------
Date                                    Blaine N. Lee, by Val John Christensen,
                                        Attorney-in-Fact pursuant to a Power of
                                        Attorney dated June 3, 1997, a conformed
                                        copy of which is filed herewith and
                                        incorporated herein by this reference



June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ----------------------------------      ------------------------
Date                                    A. Roger Merrill, by Val John
                                        Christensen, Attorney-in-Fact pursuant
                                        to a Power of Attorney dated May 30,
                                        1997, a conformed copy of which is filed
                                        herewith and incorporated herein by this
                                        reference



June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ----------------------------------      ------------------------
Date                                    Brad G. Anderson, by Val John
                                        Christensen, Attorney-in-Fact pursuant
                                        to a Power of Attorney dated May 30,
                                        1997, a conformed copy of which is filed
                                        herewith and incorporated herein by this
                                        reference





   3
                                 SCHEDULE 13D

CUSIP No.     353469 10 9                                    PAGE 32 OF 57 PAGES




June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ----------------------------------      ------------------------
Date                                    John M. R. Covey, by Val John
                                        Christensen, Attorney-in-Fact pursuant
                                        to a Power of Attorney dated May 30,
                                        1997, a conformed copy of which is filed
                                        herewith and incorporated herein by this
                                        reference



June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ----------------------------------      ------------------------
Date                                    Roice N. Krueger, by Val John
                                        Christensen, Attorney-in-Fact pursuant
                                        to a Power of Attorney dated June 4,
                                        1997, a conformed copy of which is filed
                                        herewith and incorporated herein by this
                                        reference



June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ----------------------------------      ------------------------
Date                                    David Conley, by Val John Christensen,
                                        Attorney-in-Fact pursuant to a Power of
                                        Attorney dated May 30, 1997, a conformed
                                        copy of which is filed herewith and
                                        incorporated herein by this reference



June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ----------------------------------      ------------------------
Date                                    Robert J. Guindon, by Val John
                                        Christensen, Attorney-in-Fact pursuant
                                        to a Power of Attorney dated May 30,
                                        1997, a conformed copy of which is filed
                                        herewith and incorporated herein by this
                                        reference



June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ----------------------------------      ------------------------
Date                                    Kevin R. Cope, by Val John Christensen,
                                        Attorney-in-Fact pursuant to a Power of
                                        Attorney dated May 30, 1997, a conformed
                                        copy of which is filed herewith and
                                        incorporated herein by this reference





   4
                                 SCHEDULE 13D

CUSIP No.     353469 10 9                                    PAGE 33 OF 57 PAGES




June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ----------------------------------      ------------------------
Date                                    Charles S. Farnsworth, by Val John
                                        Christensen, Attorney-in-Fact pursuant
                                        to a Power of Attorney dated May 30,
                                        1997, a conformed copy of which is filed
                                        herewith and incorporated herein by this
                                        reference



June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ----------------------------------      ------------------------
Date                                    David Hanna, by Val John Christensen,
                                        Attorney-in-Fact pursuant to a Power of
                                        Attorney dated June 3, 1997, a conformed
                                        copy of which is filed herewith and
                                        incorporated herein by this reference



June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ----------------------------------      ------------------------
Date                                    Greg D. Link, by Val John Christensen,
                                        Attorney-in-Fact pursuant to a Power of
                                        Attorney dated May 30, 1997, a conformed
                                        copy of which is filed herewith and
                                        incorporated herein by this reference



June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ----------------------------------      ------------------------
Date                                    Michael Sean M. Covey, by Val John
                                        Christensen, Attorney-in-Fact pursuant
                                        to a Power of Attorney dated May 30,
                                        1997, a conformed copy of which is filed
                                        herewith and incorporated herein by this
                                        reference



June 6, 1997                            /s/ VAL JOHN CHRISTENSEN
- ----------------------------------      ------------------------
Date                                    David M. R. Covey, by Val John
                                        Christensen, Attorney-in-Fact pursuant
                                        to a Power of Attorney dated June 4,
                                        1997, a conformed copy of which is filed
                                        herewith and incorporated herein by this
                                        reference



   1
                                                                    EXHIBIT 99.2

                                 SCHEDULE 13D

CUSIP No.     353469 10 9                                    PAGE 34 OF 57 PAGES




                             SHAREHOLDERS AGREEMENT


         This Shareholders Agreement (this "Agreement") is entered into among
the undersigned persons (each, a "Shareholder" and, collectively, the
"Shareholders") as of May 30, 1997.

         WHEREAS, the shareholders of Covey Leadership Center, Inc., a Utah
corporation ("Covey"), Covey and Franklin Quest Co., a Utah corporation
("Franklin"), have entered into a Merger Agreement (the "Merger Agreement")
dated as of March 21, 1997, pursuant to which, subject to certain conditions,
Covey will be merged into and with Franklin; and

         WHEREAS, each of the Shareholders is or will be, as of the
consummation of the Merger (as defined in the Merger Agreement), a shareholder
of Franklin; and

         WHEREAS, as a condition to the closing and as an integral part of the
transactions contemplated by the Merger Agreement and in order to induce each
party to the Merger Agreement to enter into and consummate the transactions
contemplated thereby, each Shareholder desires to execute and deliver this
Agreement in accordance with Sections 2.2(k), 2.3(i) and 4.1(a)(vii) of the
Merger Agreement;

         NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, each Shareholder hereby
agrees as follows:

         1. Each Shareholder hereby covenants and agrees that, during the
Control Period (as defined in the Merger Agreement), he or it will vote all
shares of the capital common stock, $0.05 par value per share, of Franklin (the
"Franklin Common") held by him or it in favor of the election of members to
serve on the Board of Directors of Franklin (the "Board") as shall be nominated
by the Nominating Committee of the Board during the Control Period.

         2. Each Shareholder hereby declares that the agreements and covenants
made by him or it herein are made for valuable consideration, are coupled with
an interest and shall be irrevocable.

         3. This Agreement shall be binding upon each Shareholder and his or its
respective successors, assigns, heirs, executors, administrators and personal
representatives. The obligations of each Shareholder hereunder shall attach and
apply during the Control Period to all shares of Franklin Common held by such
Shareholder at the Effective Time (as defined in the Merger Agreement) or
thereafter acquired during the Control Period. Each Shareholder accordingly
covenants and agrees hereby not to assign, pledge or otherwise transfer any of
such shares to any person, trust, partnership, corporation or other entity
affiliated with or created for the benefit of any Shareholder or the family of
any Shareholder without the assignee, pledgee or transferee first agreeing in
writing to be bound by and subject to the terms of this Agreement with respect
to such shares, and agrees that any such transfer not according to the terms of
this Section shall be deemed ineffective and void. Nothing herein shall be
deemed to preclude or shall preclude the bona fide transfer by gift or sale by
any Shareholder of the shares of Franklin Common held by him, publicly or
privately, to an unaffiliated third party or to Franklin, which donee or
purchaser shall not be bound by the provisions of this Agreement.

         4. Each person executing this Agreement as a Shareholder hereby
represents and warrants that he has full authority to do so and to bind the
Shareholder legally hereby.


   2
                                 SCHEDULE 13D

CUSIP No.     353469 10 9                                    PAGE 35 OF 57 PAGES





         5. This Agreement shall be governed by and interpreted in accordance
with the laws of the State of Utah without regard to principles of conflicts of
laws thereof. Whenever the context requires, the singular shall include the
plural and the plural shall include the singular, the whole shall include any
part thereof, and any gender shall include all other genders.

         6. This Agreement is the entire agreement of the parties hereto
relating to the subject matter hereof and supersedes all prior oral or written
agreements or understandings with respect thereto.

         7. Any amendment or waiver of this Agreement shall only be effective if
it is executed in writing by the Shareholders holding Franklin Common as of the
effective date of such amendment or waiver.

         8. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same Agreement. Faxed counterparts and signatures shall be deemed
originals and shall be as effective, valid and enforceable as if originals.


        [REMAINDER OF PAGE INTENTIONALLY BLANK -- SIGNATURE PAGE FOLLOWS]



   3
                                 SCHEDULE 13D

CUSIP No.     353469 10 9                                    PAGE 36 OF 57 PAGES





         IN WITNESS WHEREOF, each Shareholder has duly executed and delivered
this Agreement as of the day and year first written above.



                               /s/ HYRUM W. SMITH
                               -------------------------------
                               Hyrum W. Smith, individually


                               The Hyrum W. Smith Trust



                               By: /s/ HYRUM W. SMITH
                                 -----------------------------
                                 Hyrum W. Smith, trustee



                               /s/ ARLEN B. CROUCH
                               -------------------------------
                               Arlen B. Crouch


                               The Arlen B. Crouch Trust



                               By: /s/ ARLEN B. CROUCH
                                  -------------------------------
                                  Arlen B. Crouch, trustee


                               Senator Robert F. Bennett Managed Asset Trust



                               By: /s/ JOHN K. BAIRD
                                  -------------------------------
                                  John K. Baird, trustee



                               /s/ STEPHEN R. COVEY
                               -------------------------------  
                               Stephen R. Covey


                               /s/ STEPHEN M.R. COVEY
                               -------------------------------
                               Stephen M.R. Covey


                               /s/ BLAINE N. LEE
                               -------------------------------
                               Blaine N. Lee


   4
                                 SCHEDULE 13D

CUSIP No.     353469 10 9                                    PAGE 37 OF 57 PAGES







                              /s/ A. ROGER MERRILL
                              -------------------------------
                              A. Roger Merrill



                              /s/ BRAD G. ANDERSON
                              -------------------------------
                              Brad G. Anderson



                               /s/ JOHN M.R. COVEY
                              -------------------------------
                              John M.R. Covey



                              /s/ ROICE N. KRUEGER
                              -------------------------------
                              Roice N. Krueger



                              /s/ DAVID CONLEY
                              -------------------------------
                              David Conley



                              /s/ ROBERT J. GUINDON
                              -------------------------------
                              Robert J. Guindon



                              /s/ KEVIN R. COPE
                              -------------------------------
                              Kevin R. Cope



                              /s/ CHARLES S. FARNSWORTH
                              -------------------------------
                              Charles S. Farnsworth



                               /s/ DAVID HANNA
                              -------------------------------
                              David Hanna



                               /s/ GREG D. LINK
                              -------------------------------
                              Greg D. Link





   5
                                 SCHEDULE 13D

CUSIP No.     353469 10 9                                    PAGE 38 OF 57 PAGES




                              /s/ MICHAEL SEAN M. COVEY
                              -------------------------------
                              Michael Sean M. Covey



                              /s/ DAVID M.R. COVEY
                              -------------------------------
                              David M.R. Covey


   6
                                 SCHEDULE 13D

CUSIP No.     353469 10 9                                    PAGE 39 OF 57 PAGES







                               POWERS OF ATTORNEY


   7
                                 SCHEDULE 13D

CUSIP No.     353469 10 9                                    PAGE 40 OF 57 PAGES





                               FRANKLIN COVEY CO.

                                POWER OF ATTORNEY

        FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D

         Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:

         (1)      execute for and on behalf of the undersigned (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 13G and 13D (including any amendments thereto) which
                  may be required to be filed in accordance with Sections 13(d)
                  and 13(g) of the Securities Exchange Act of 1934 and the rules
                  thereunder as a result of the undersigned's ownership of or
                  transactions in securities of Franklin Covey Co.;

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

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

         The undersigned hereby grants to each such attorney-in-fact 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 the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.

         Photographic copies of this Power of Attorney shall have the same force
and effect as the original.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.


                                                 /s/ HYRUM W. SMITH
                                                 -------------------------------
                                                 HYRUM W. SMITH


   8
                                  SCHEDULE 13D

CUSIP No.     353469 10 9                                    PAGE 41 OF 57 PAGES




                               FRANKLIN COVEY CO.

                                POWER OF ATTORNEY

        FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D

         Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:

         (1)      execute for and on behalf of the undersigned (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 13G and 13D (including any amendments thereto) which
                  may be required to be filed in accordance with Sections 13(d)
                  and 13(g) of the Securities Exchange Act of 1934 and the rules
                  thereunder as a result of the undersigned's ownership of or
                  transactions in securities of Franklin Covey Co.;

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

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

         The undersigned hereby grants to each such attorney-in-fact 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 the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.

         Photographic copies of this Power of Attorney shall have the same force
and effect as the original.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 5th day of June, 1997.


                                                 /s/ ARLEN B. CROUCH
                                                 -------------------------------
                                                 ARLEN B. CROUCH


   9
                                  SCHEDULE 13D

CUSIP No.     353469 10 9                                    PAGE 42 OF 57 PAGES




                               FRANKLIN COVEY CO.

                                POWER OF ATTORNEY

        FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D

         Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:

         (1)      execute for and on behalf of the undersigned (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 13G and 13D (including any amendments thereto) which
                  may be required to be filed in accordance with Sections 13(d)
                  and 13(g) of the Securities Exchange Act of 1934 and the rules
                  thereunder as a result of the undersigned's ownership of or
                  transactions in securities of Franklin Covey Co.;

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

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

         The undersigned hereby grants to each such attorney-in-fact 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 the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.

         Photographic copies of this Power of Attorney shall have the same force
and effect as the original.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.


                                                 /s/ ROBERT F. BENNETT
                                                 -------------------------------
                                                 ROBERT F. BENNETT


   10
                                  SCHEDULE 13D

CUSIP No.     353469 10 9                                    PAGE 43 OF 57 PAGES




                               FRANKLIN COVEY CO.

                                POWER OF ATTORNEY

        FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D

         Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:

         (1)      execute for and on behalf of the undersigned (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 13G and 13D (including any amendments thereto) which
                  may be required to be filed in accordance with Sections 13(d)
                  and 13(g) of the Securities Exchange Act of 1934 and the rules
                  thereunder as a result of the undersigned's ownership of or
                  transactions in securities of Franklin Covey Co.;

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

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

         The undersigned hereby grants to each such attorney-in-fact 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 the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.

         Photographic copies of this Power of Attorney shall have the same force
and effect as the original.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.


                                                 /s/ STEPHEN R. COVEY
                                                 -------------------------------
                                                 STEPHEN R. COVEY


   11
                                  SCHEDULE 13D

CUSIP No.     353469 10 9                                    PAGE 44 OF 57 PAGES




                               FRANKLIN COVEY CO.

                                POWER OF ATTORNEY

        FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D

         Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:

         (1)      execute for and on behalf of the undersigned (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 13G and 13D (including any amendments thereto) which
                  may be required to be filed in accordance with Sections 13(d)
                  and 13(g) of the Securities Exchange Act of 1934 and the rules
                  thereunder as a result of the undersigned's ownership of or
                  transactions in securities of Franklin Covey Co.;

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

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

         The undersigned hereby grants to each such attorney-in-fact 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 the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.

         Photographic copies of this Power of Attorney shall have the same force
and effect as the original.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.


                                                 /s/ STEPHEN M. R. COVEY
                                                 -------------------------------
                                                 STEPHEN M. R. COVEY


   12
                                  SCHEDULE 13D

CUSIP No.     353469 10 9                                    PAGE 45 OF 57 PAGES




                               FRANKLIN COVEY CO.

                                POWER OF ATTORNEY

        FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D

          Know all by these presents, that the undersigned hereby constitutes
and appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:

         (1)      execute for and on behalf of the undersigned (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 13G and 13D (including any amendments thereto) which
                  may be required to be filed in accordance with Sections 13(d)
                  and 13(g) of the Securities Exchange Act of 1934 and the rules
                  thereunder as a result of the undersigned's ownership of or
                  transactions in securities of Franklin Covey Co.;

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

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

         The undersigned hereby grants to each such attorney-in-fact 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 the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.

         Photographic copies of this Power of Attorney shall have the same force
and effect as the original.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 3rd day of June, 1997.


                                                 /s/ BLAINE N. LEE
                                                 -------------------------------
                                                 BLAINE N. LEE


   13
CUSIP No.     353469 10 9         SCHEDULE 13D               PAGE 46 OF 57 PAGES
            



                               FRANKLIN COVEY CO.

                                POWER OF ATTORNEY

        FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D

         Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:

         (1)      execute for and on behalf of the undersigned (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 13G and 13D (including any amendments thereto) which
                  may be required to be filed in accordance with Sections 13(d)
                  and 13(g) of the Securities Exchange Act of 1934 and the rules
                  thereunder as a result of the undersigned's ownership of or
                  transactions in securities of Franklin Covey Co.;

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

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

         The undersigned hereby grants to each such attorney-in-fact 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 the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.

         Photographic copies of this Power of Attorney shall have the same force
and effect as the original.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.


                                                 /s/ A. ROGER MERRILL
                                                 -------------------------------
                                                 A. ROGER MERRILL


   14
CUSIP No.     353469 10 9         SCHEDULE 13D               PAGE 47 OF 57 PAGES
                              



                               FRANKLIN COVEY CO.

                                POWER OF ATTORNEY

        FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D

         Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:

         (1)      execute for and on behalf of the undersigned (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 13G and 13D (including any amendments thereto) which
                  may be required to be filed in accordance with Sections 13(d)
                  and 13(g) of the Securities Exchange Act of 1934 and the rules
                  thereunder as a result of the undersigned's ownership of or
                  transactions in securities of Franklin Covey Co.;

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

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

         The undersigned hereby grants to each such attorney-in-fact 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 the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.

         Photographic copies of this Power of Attorney shall have the same force
and effect as the original.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.


                                                 /s/ BRAD G. ANDERSON
                                                 -------------------------------
                                                  BRAD G. ANDERSON


   15
CUSIP No.     353469 10 9         SCHEDULE 13D               PAGE 48 OF 57 PAGES
                              



                               FRANKLIN COVEY CO.

                                POWER OF ATTORNEY

        FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D

         Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:

         (1)      execute for and on behalf of the undersigned (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 13G and 13D (including any amendments thereto) which
                  may be required to be filed in accordance with Sections 13(d)
                  and 13(g) of the Securities Exchange Act of 1934 and the rules
                  thereunder as a result of the undersigned's ownership of or
                  transactions in securities of Franklin Covey Co.;

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

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

         The undersigned hereby grants to each such attorney-in-fact 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 the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.

         Photographic copies of this Power of Attorney shall have the same force
and effect as the original.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.


                                                 /s/ JOHN M. R. COVEY
                                                 -------------------------------
                                                 JOHN M. R. COVEY


   16
CUSIP No.     353469 10 9         SCHEDULE 13D               PAGE 49 OF 57 PAGES
                              



                               FRANKLIN COVEY CO.

                                POWER OF ATTORNEY

        FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D

         Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:

         (1)      execute for and on behalf of the undersigned (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 13G and 13D (including any amendments thereto) which
                  may be required to be filed in accordance with Sections 13(d)
                  and 13(g) of the Securities Exchange Act of 1934 and the rules
                  thereunder as a result of the undersigned's ownership of or
                  transactions in securities of Franklin Covey Co.;

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

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

         The undersigned hereby grants to each such attorney-in-fact 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 the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.

         Photographic copies of this Power of Attorney shall have the same force
and effect as the original.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 4th day of June, 1997.


                                                 /s/ ROICE N. KRUEGER
                                                 -------------------------------
                                                 ROICE N. KRUEGER


   17
CUSIP No.     353469 10 9        SCHEDULE 13D                PAGE 50 OF 57 PAGES

                               FRANKLIN COVEY CO.

                               POWER OF ATTORNEY

        FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D

         Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:

         (1)      execute for and on behalf of the undersigned (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 13G and 13D (including any amendments thereto) which
                  may be required to be filed in accordance with Sections 13(d)
                  and 13(g) of the Securities Exchange Act of 1934 and the rules
                  thereunder as a result of the undersigned's ownership of or
                  transactions in securities of Franklin Covey Co.;

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

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

         The undersigned hereby grants to each such attorney-in-fact 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 the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.

         Photographic copies of this Power of Attorney shall have the same force
and effect as the original.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.


                                                 /s/ DAVID CONLEY
                                                 -------------------------------
                                                 DAVID CONLEY


   18
CUSIP No.     353469 10 9         SCHEDULE 13D               PAGE 51 OF 57 PAGES




                               FRANKLIN COVEY CO.

                                POWER OF ATTORNEY

        FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D

         Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:

         (1)      execute for and on behalf of the undersigned (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 13G and 13D (including any amendments thereto) which
                  may be required to be filed in accordance with Sections 13(d)
                  and 13(g) of the Securities Exchange Act of 1934 and the rules
                  thereunder as a result of the undersigned's ownership of or
                  transactions in securities of Franklin Covey Co.;

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

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

         The undersigned hereby grants to each such attorney-in-fact 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 the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.

         Photographic copies of this Power of Attorney shall have the same force
and effect as the original.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.


                                                 /s/ ROBERT J. GUINDON
                                                 -------------------------------
                                                 ROBERT J. GUINDON


   19
CUSIP No.     353469 10 9         SCHEDULE 13D               PAGE 52 OF 57 PAGES
                                



                               FRANKLIN COVEY CO.

                               POWER OF ATTORNEY

        FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D

         Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:

         (1)      execute for and on behalf of the undersigned (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 13G and 13D (including any amendments thereto) which
                  may be required to be filed in accordance with Sections 13(d)
                  and 13(g) of the Securities Exchange Act of 1934 and the rules
                  thereunder as a result of the undersigned's ownership of or
                  transactions in securities of Franklin Covey Co.;

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

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

         The undersigned hereby grants to each such attorney-in-fact 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 the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.

         Photographic copies of this Power of Attorney shall have the same force
and effect as the original.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.


                                                 /s/ KEVIN R. COPE
                                                 -------------------------------
                                                 KEVIN R. COPE


   20
CUSIP No.     353469 10 9         SCHEDULE 13D               PAGE 53 OF 57 PAGES
                                



                               FRANKLIN COVEY CO.

                               POWER OF ATTORNEY

        FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D

         Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:

         (1)      execute for and on behalf of the undersigned (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 13G and 13D (including any amendments thereto) which
                  may be required to be filed in accordance with Sections 13(d)
                  and 13(g) of the Securities Exchange Act of 1934 and the rules
                  thereunder as a result of the undersigned's ownership of or
                  transactions in securities of Franklin Covey Co.;

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

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

         The undersigned hereby grants to each such attorney-in-fact 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 the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.

         Photographic copies of this Power of Attorney shall have the same force
and effect as the original.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.


                                                 /s/ CHARLES S. FARNSWORTH
                                                 -------------------------------
                                                 CHARLES S. FARNSWORTH


   21
CUSIP No.     353469 10 9         SCHEDULE 13D               PAGE 54 OF 57 PAGES
                               



                               FRANKLIN COVEY CO.
                                        
                               POWER OF ATTORNEY

        FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D

         Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:

         (1)      execute for and on behalf of the undersigned (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 13G and 13D (including any amendments thereto) which
                  may be required to be filed in accordance with Sections 13(d)
                  and 13(g) of the Securities Exchange Act of 1934 and the rules
                  thereunder as a result of the undersigned's ownership of or
                  transactions in securities of Franklin Covey Co.;

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

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

         The undersigned hereby grants to each such attorney-in-fact 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 the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.

         Photographic copies of this Power of Attorney shall have the same force
and effect as the original.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 3rd day of June, 1997.


                                                 /s/ DAVID HANNA
                                                 -------------------------------
                                                 DAVID HANNA


   22
CUSIP No.     353469 10 9        SCHEDULE 13D               PAGE 55 OF 57 PAGES
                                  
                               FRANKLIN COVEY CO.

                               POWER OF ATTORNEY

        FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D

         Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:

         (1)      execute for and on behalf of the undersigned (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 13G and 13D (including any amendments thereto) which
                  may be required to be filed in accordance with Sections 13(d)
                  and 13(g) of the Securities Exchange Act of 1934 and the rules
                  thereunder as a result of the undersigned's ownership of or
                  transactions in securities of Franklin Covey Co.;

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

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

         The undersigned hereby grants to each such attorney-in-fact 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 the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.

         Photographic copies of this Power of Attorney shall have the same force
and effect as the original.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.


                                                 /s/ GREG D. LINK
                                                 -------------------------------
                                                 GREG D. LINK


   23
CUSIP No.     353469 10 9        SCHEDULE 13D                PAGE 56 OF 57 PAGES


                               FRANKLIN COVEY CO.

                               POWER OF ATTORNEY

        FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D

         Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:

         (1)      execute for and on behalf of the undersigned (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 13G and 13D (including any amendments thereto) which
                  may be required to be filed in accordance with Sections 13(d)
                  and 13(g) of the Securities Exchange Act of 1934 and the rules
                  thereunder as a result of the undersigned's ownership of or
                  transactions in securities of Franklin Covey Co.;

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

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

         The undersigned hereby grants to each such attorney-in-fact 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 the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.

         Photographic copies of this Power of Attorney shall have the same force
and effect as the original.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 30th day of May, 1997.


                                                 /s/ MICHAEL SEAN M. COVEY
                                                 -------------------------------
                                                 MICHAEL SEAN M. COVEY


   24
CUSIP No.     353469 10 9       SCHEDULE 13D                 PAGE 57 OF 57 PAGES
                                  

                               FRANKLIN COVEY CO.

                               POWER OF ATTORNEY

        FOR EXECUTING FORMS 3, 4 AND 5 AND SCHEDULE 13G AND SCHEDULE 13D

         Know all by these presents, that the undersigned hereby constitutes and
appoints each of Jon H. Rowberry, Val John Christensen and John L. Theler,
signing singly, his true and lawful attorney-in-fact to:

         (1)      execute for and on behalf of the undersigned (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 13G and 13D (including any amendments thereto) which
                  may be required to be filed in accordance with Sections 13(d)
                  and 13(g) of the Securities Exchange Act of 1934 and the rules
                  thereunder as a result of the undersigned's ownership of or
                  transactions in securities of Franklin Covey Co.;

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

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

         The undersigned hereby grants to each such attorney-in-fact 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 the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 16 or Section 13 of
the Securities Exchange Act of 1934.

         Photographic copies of this Power of Attorney shall have the same force
and effect as the original.

         IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 4th day of June, 1997.


                                                 /s/ DAVID M. R. COVEY
                                                 -------------------------------
                                                 DAVID M. R. COVEY