FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * BENNETT ROBERT W JR   2. Issuer Name and Ticker or Trading Symbol FRANKLIN COVEY CO [FC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) General Manager (Last) (First) (Middle) 2200 WEST PARKWAY BLVD 3. Date of Earliest Transaction (Month/Day/Year) 05/09/2005 (Street) SALT LAKE CITY, UT 84119 4. If Amendment, Date Original Filed(Month/Day/Year) 05/11/2005 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/09/2005   J(1)   0 A $ 0 124,190 (1) D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Phantom Stock

(2)

05/09/2005(3)

A

490

(4)

(4)

Common Stock

490

$ 3.73

1,777

D

Phantom Stock

(2)

05/09/2005(3)

A

600

(4)

(4)

Common Stock

600

$ 3.74

2,377

D

Phantom Stock

(2)

05/09/2005(3)

A

2,100

(4)

(4)

Common Stock

2,100

$ 3.75

4,477

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BENNETT ROBERT W JR 2200 WEST PARKWAY BLVD SALT LAKE CITY, UT 84119			General Manager

Signatures

/s/ R. WILLIAM BENNET		05/11/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On May 11, 2005, a Form 4 was mistakenly filed reporting three acquisitions of a total of 3,192 shares of common stock, which infact did not occur. As of May 9, 2005, the Reporting Person beneficially owned only 124,190 shares of common stock.
(2)	Each share of phantom stock is the economic equivalent of one share of common stock.
(3)	These acquisitions, which were pursuant to the Franklin Covey Co. Nonqualified Deferred Compensation Plan, were incorrectly reported on a Form 4 filed May 11, 2005 as acquisitions of shares of common stock.
(4)	Under the terms of the Franklin Covey Co. Nonqualified Deferred Compensation Plan, the shares of phantom stock may be settled in either cash or Franklin Covey Co. common stock, at the election of the Reporting Person, following terminiation of the Reporting Person's employment with Franklin Covey Co.

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