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


                               FORM 12b-25               OMB APPROVAL
                               -----------        OMB Number:        3235-0058
                                                  Expires:        May 31, 1997
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                                                       SEC FILE NUMBER
                                                          1-11107
                      NOTIFICATION OF LATE FILING
                      ---------------------------       CUSIP NUMBER
                                                         353469109


(Check One): |_|Form 10-K  |_|Form 20-F |_|Form 11-K |X|Form 10-Q  |_|Form N-SAR

                  For Period ended:     November 24, 2001
                                   ------------------------------------
                  [  ] Transition Report on Form 10-K
                  [  ] Transition Report on Form 20-F
                  [  ] Transition Report on Form 11-K
                  [  ] Transition Report on Form 10-Q
                  [  ] Transition Report on Form N-SAR
                  For the Transition Period Ended:
                                                  ---------------------------
   Read Instruction (on back page) Before Preparing Form. Please Print or Type.
   Nothing in this form shall be construed to imply that the Commission
   has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:


PART I -- REGISTRANT INFORMATION

Franklin Covey Co.
- --------------------------
Full Name of Registrant

N/A
- --------------------------
Former Name if Applicable

2200 West Parkway Boulevard
- ----------------------------
Address of Principal Executive Office (Street and Number)

Salt Lake City, Utah 84119-2099
- --------------------------------
City, State and Zip Code

PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

X(a) The reasons  described in reasonable  detail in Part III of this form could
     not be eliminated without unreasonable effort or expense;

X(b) The subject annual report,  semi-annual  report,  transition report on Form
     10-K, Form 20-F, 11-K, Form N-SAR, or portion |X| thereof, will be filed on
     or before the fifteenth  calendar day following the prescribed due date; or
     the subject  quarterly report or transition report on Form 10-Q, or portion
     thereof  will be filed on or before the fifth  calendar day  following  the
     prescribed  due date; and

X(c) The accountant's  statement or other exhibit required by Rule 12b-25(c) has
     been attached if applicable.

PART III -- NARRATIVE

State below in  reasonable  detail the  reasons  why Form 10-K and Form  10-KSB,
11-K, 10-Q and Form 10-QSB,  N-SAR, or the transition report or portion thereof,
could not be filed within the prescribed time period.

     The  Registrant  is  continuing  to evaluate the  necessity  and scope of a
potential  impairment  with respect to certain of its assets and,  consequently,
has not been able to complete its review  process  within the time permitted for
filing its report on Form 10-Q for the quarter  ended  November  24,  2001,  but
anticipates that it will be able to do so within the five-day extension provided
for by Rule 12b-25.





PART IV -- OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification

            Stephen D. Young           (801)             817-1776
       ------------------------   --------------  ----------------------------
                 (Name)             (Area Code)     (Telephone Number)

(2)  Have all other periodic  reports  required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the  preceding 12 months (or for such  shorter)  period that
     the registrant was required to file such reports) been filed?  If answer is
     no, identify report(s). |X|Yes |_|No

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings  statements  to be  included  in the  subject  report  or  portion
     thereof?  |X|Yes  |_|No If so,  attach an  explanation  of the  anticipated
     change, both narratively and quantitatively, and, if appropriate, state the
     reasons  why a  reasonable  estimate  of the  results  cannot be made.  See
     Attached.

                               Franklin Covey Co.
                  --------------------------------------------
                  (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.

Date     January 8, 2002        By  /s/ Stephen D. Young
    ------------------------      --------------------------------------------
                             Stephen D. Young, Senior Vice-President, Controller

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

ATTENTION  Intentional  misstatements  or omissions of fact  constitute  Federal
Criminal Violations (See 18 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

1.   This form is  required by Rule  12b-25 (17 CFR  240.12b-25)  of the General
     Rules and Regulations under the Securities Exchange Act of 1934.

2.   One signed  original and four conformed  copies of this form and amendments
     thereto  must be  completed  and filed  with the  Securities  and  Exchange
     Commission,  Washington,  D.C.  20549,  in accordance  with Rule 0-3 of the
     General Rules and Regulations  under the Act. The information  contained in
     or filed  with  the form  will be made a matter  of  public  record  in the
     Commission files.

3.   A manually  signed copy of the form and  amendments  thereto shall be filed
     with each national  securities exchange on which any class of securities of
     the registrant is registered.

4.   Amendments to the notifications  must also be filed on form 12b-25 but need
     not restate information that has been correctly  furnished.  The form shall
     be clearly identified as an amended notification.

5.   Electronic Filers.  This form shall not be used by electronic filers unable
     to timely  file a report  solely  due to  electronic  difficulties.  Filers
     unable  to  submit  a  report  within  the time  period  prescribed  due to
     difficulties  in  electronic  filing  should comply with either Rule 201 or
     Rule 202 of Regulation  S-T  (ss.232.201  or ss.232.202 of this chapter) or
     apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation
     S-T (ss.232.13(b) of this chapter).







                            ATTACHMENT TO FORM 12b-25


     Sales from  continuing  operations for the quarter ended November 24, 2001,
decreased  33% to $84.3  million  compared to $125.6  million for the prior year
period.  The Company  anticipates an after-tax loss of approximately $25 million
and a loss of approximately $28 million attributable to holders of common stock.
This compares to an after-tax  profit of $4.4 million and a loss of $0.7 million
attributable to holders of common stock for the prior year period.