Item 4.   Change in Certifying Accountant

        Effective June 3, 2002, the Board of Directors of Franklin Covey Co. (the “Company”), upon recommendation of its audit committee, dismissed Arthur Andersen LLP (“Andersen”) as the Company’s independent auditors. Andersen had audited the Company’s financial statements since 1996. Also on June 3, 2002, the Board of Directors engaged KPMG LLP (“KPMG”) as the Company’s independent auditors for the fiscal year ending August 31, 2002.

        In connection with its audits of the Company for the fiscal years ended August 31, 2001 and 2000, and during the subsequent interim period preceding the engagement of KPMG, there were no disagreements with Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. Andersen’s reports on the Company’s financial statements for the years ended August 31, 2001 and 2000 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.

        During the previous two fiscal years, and during the subsequent interim period preceding the engagement of KPMG, Andersen did not advise, and has not indicated to the Company that it had reason to advise, the Company of any reportable event, as defined in Item 304(a)(1)(b) of Regulation S-K.

        The Company has provided Andersen a copy of the foregoing disclosures. Attached as exhibit 16 to this Current Report on Form 8-K is a copy of Andersen’s letter, dated June 3, 2002, stating its agreement with the foregoing disclosures.

        During the previous two fiscal years, and during the subsequent interim period preceding the engagement of KPMG, the Company did not consult with KPMG regarding the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements or any other matter that would be required to be reported in this Current Report on Form 8-K. The foregoing disclosure has been provided to KPMG for its review.

Item 7.  Financial Statements and Exhibits