<PAGE>


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

                                   FORM 10-Q

[ X ]    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

For the Quarterly Period Ended:     MARCH 31, 2001

                                       or

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the Transition Period from             to
                               -----------    -----------

Commission File Number: 333-67393

<TABLE>

<S>                                                                        <C>


                                           MRS. FIELDS' HOLDING COMPANY, INC.
                                           ----------------------------------
                                   (Exact name of registrant specified in its charter)


                    DELAWARE                                                             87-0563475
------------------------------------------------------                     ---------------------------------------
   (State or other jurisdiction of incorporation or                           (IRS employer identification no.)
    organization)


     2855 EAST COTTONWOOD PARKWAY, SUITE 400
               SALT LAKE CITY, UTAH                                                       84121-7050
------------------------------------------------------                     ---------------------------------------
    (Address of principal executive offices)                                              (Zip code)


                                                    (801) 736-5600
                                                    --------------
                                     (Registrant's telephone number, including area code)

                                                         N/A
                                                         ---
                    (Former name, former address and former fiscal year, if changed since last report)

</TABLE>

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                                X  yes         no
                               ---         ---

The registrant had 3,497,221 shares of common stock, $0.001 par value,
outstanding at May 15, 2001.

<PAGE>

              MRS. FIELDS' HOLDING COMPANY, INC. AND SUBSIDIARIES

                                TABLE OF CONTENTS


<TABLE>

<S>                                                                                                         <C>
PART I.    FINANCIAL INFORMATION


ITEM 1.   Financial Statements (Unaudited)

          Condensed Consolidated Balance Sheets as of  March 31, 2001 and December 30, 2000................  3

          Condensed Consolidated Statements of Operations for the 13 Weeks
           Ended March 31, 2001 and April 1, 2000..........................................................  5

          Condensed Consolidated Statements of Cash Flows for the 13 Weeks
           Ended March 31, 2001 and April 1, 2000..........................................................  6

          Notes to Condensed Consolidated Financial Statements.............................................  7

ITEM 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations............ 12

ITEM 3.   Quantitative and Qualitative Disclosure about Market Risk........................................ 16



PART II.   OTHER INFORMATION

ITEM 1.   Legal Proceedings................................................................................ 17

ITEM 6.   Exhibits and Reports on Form 8-K................................................................. 17

</TABLE>











                                                 2

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS


               MRS. FIELDS' HOLDING COMPANY, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

                                     ASSETS

<TABLE>
<CAPTION>
                                                                                March 31,    December 30,
                                                                                  2001          2000
                                                                               ----------    ------------
    <S>                                                                        <C>            <C>
CURRENT ASSETS:
    Cash and cash equivalents                                                  $    4,330     $    4,690
    Accounts receivable, net of allowance for doubtful accounts
       of $610 and $547, respectively                                               3,074          4,471
    Amounts due from franchisees and licensees, net of allowance
       for doubtful accounts of $735 and $758, respectively                         7,154          4,353
    Amounts due from affiliates                                                       704            365
    Inventories                                                                     4,551          4,760
    Prepaid rent and other                                                          3,191            555
                                                                               ----------     ----------
              Total current assets                                                 23,004         19,194
                                                                               ----------     ----------

PROPERTY AND EQUIPMENT, at cost:
    Leasehold improvements                                                         34,058         31,984
    Equipment and fixtures                                                         24,353         26,477
    Land                                                                              240            240
                                                                               ----------     ----------
                                                                                   58,651         58,701
    Less accumulated depreciation and amortization                                (32,490)       (31,630)
                                                                               ----------     ----------
              Net property and equipment                                           26,161         27,071
                                                                               ----------     ----------

GOODWILL, net of accumulated amortization of $35,787 and
    $33,584, respectively
                                                                                  118,158        121,000
                                                                               ----------     ----------

TRADEMARKS AND OTHER INTANGIBLES, net of accumulated
    amortization of $5,551 and $4,993, respectively                                12,988         12,129
                                                                               ----------     ----------

DEFERRED LOAN COSTS, net of accumulated amortization of
    $8,446 and $7,684, respectively                                                 8,668         10,044
                                                                               ----------     ----------
OTHER ASSETS                                                                        1,024          1,440
                                                                               ----------     ----------
                                                                               $  190,003     $  190,878
                                                                               ==========     ==========
</TABLE>

           The accompanying notes to condensed consolidated financial
            statements are an integral part of these balance sheets.

                                       3
<PAGE>

               MRS. FIELDS' HOLDING COMPANY, INC. AND SUBSIDIARIES
          CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)(CONTINUED)
                    (DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

<TABLE>
<CAPTION>
                                                                       March 31,    December 30,
                                                                         2001           2000
                                                                     -----------    -----------
<S>                                                                  <C>            <C>
CURRENT LIABILITIES:
   Current portion of long-term debt                                 $     1,398    $     1,381
   Current portion of capital lease obligations                              967            970
   Bank overdraft                                                          7,460          2,920
   Bank borrowings under the line of credit                                3,490             --
   Accounts payable                                                        3,592         10,052
   Accrued liabilities                                                     3,364          4,456
   Current portion of store closure reserve                                1,197          1,498
   Accrued salaries, wages and benefits                                    3,344          3,936
   Accrued interest payable                                                4,785          1,142
   Sales tax payable                                                         682          1,156
   Deferred credits                                                           82            249
                                                                     -----------    -----------
              Total current liabilities                                   30,361         27,760

LONG-TERM DEBT, net of current portion                                   164,591        184,306

STORE CLOSURE RESERVE, net of current portion                              2,206          2,281

CAPITAL LEASE OBLIGATIONS, net of current portion                          1,172          1,412
                                                                     -----------    -----------
              Total liabilities                                          198,330        215,759
                                                                     -----------    -----------

MANDATORILY REDEEMABLE CUMULATIVE 16.5% PREFERRED
   STOCK, aggregate liquidation preference of $14,723,
   20,000 shares authorized and issued, and 14,723 shares
   outstanding as of March 31, 2001                                       12,303              -
                                                                     -----------    -----------
MINORITY INTEREST                                                             43             51
                                                                     -----------    -----------
STOCKHOLDERS' DEFICIT:
    Common stock, $.001 par value; 5,000,000 shares authorized
       and 3,497,221 and 3,387,019 shares outstanding,
       respectively                                                            3              3
    Additional paid-in capital                                            41,350         38,816
    Deferred compensation expense                                            (95)          (118)
    Accumulated deficit                                                  (61,817)       (63,547)
    Accumulated other comprehensive loss                                    (114)           (86)
                                                                     -----------    -----------
              Total stockholders' deficit                                (20,673)       (24,932)
                                                                     -----------    -----------
                                                                     $   190,003    $   190,878
                                                                     ===========    ===========
</TABLE>


    The accompanying notes to condensed consolidated financial statements
                are an integral part of these balance sheets.

                                       4

<PAGE>

                      MRS. FIELDS' HOLDING COMPANY, INC. AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                             (IN THOUSANDS, EXCEPT PER SHARE DATA)


<TABLE>
<CAPTION>

                                                                               13 Weeks Ended          13 Weeks Ended
                                                                               March 31, 2001           April 1, 2000
                                                                               --------------           -------------
<S>                                                                            <C>                     <C>
REVENUES:
    Net store and food sales                                                      $ 33,302                 $ 33,796
    Franchising                                                                      5,737                    5,946
    Management fee                                                                   3,365                        -
    Licensing and other                                                              2,212                      160
                                                                                  --------                 --------
       Total revenues                                                               44,616                   39,902
                                                                                  --------                 --------

OPERATING COSTS AND EXPENSES:
    Selling and store occupancy costs                                               18,464                   18,320
    Cost of sales                                                                   10,646                   10,967
    General and administrative                                                       7,395                    5,121
    Depreciation and amortization                                                    5,432                    5,670
                                                                                  --------                 --------
       Total operating costs and expenses                                           41,937                   40,078
                                                                                  --------                 --------

          Income (loss) from operations                                              2,679                     (176)
                                                                                  --------                 --------

OTHER INCOME (EXPENSE), net:
    Interest expense                                                                (5,946)                  (6,138)
    Interest income                                                                     25                       23
    Other, net                                                                           9                      (32)
                                                                                  --------                 --------
       Total other expense, net                                                     (5,912)                  (6,147)
                                                                                  --------                 --------

          Loss before provision for income taxes, minority
             interest, extraordinary item and redeemable preferred
             stock dividends and accretion                                          (3,233)                  (6,323)

PROVISION FOR INCOME TAXES                                                              (6)                      (8)
                                                                                  --------                 --------

          Loss before minority interest, extraordinary item, and
              redeemable preferred stock dividends and accretion                    (3,239)                  (6,331)

MINORITY INTEREST                                                                        2                       (3)
                                                                                  --------                 --------

          Net loss before extraordinary item and preferred stock
              dividends and accretion                                               (3,237)                  (6,334)

EXTRAORDINARY GAIN ON EARLY EXTINGUISHMENT OF DEBT                                   5,343                        -
                                                                                  --------                 --------
          Net income (loss)                                                          2,106                   (6,334)

LESS REDEEMABLE PREFERRED STOCK DIVIDENDS AND ACCRETION                               (188)                       -
                                                                                  --------                 --------

          Net income (loss) applicable to common shares                           $  1,918                 $ (6,334)
                                                                                  ========                 ========

BASIC AND DILUTED EARNINGS PER COMMON SHARE:
          Net loss before extraordinary item                                      $  (1.00)                $  (1.87)
          Extraordinary item                                                          1.56                        -
                                                                                  --------                 --------
          Net income (loss) per common share                                      $   0.56                 $  (1.87)
                                                                                  ========                 ========

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING                                 3,417                    3,387
                                                                                  ========                 ========

COMPREHENSIVE INCOME (LOSS):
    Net income (loss )                                                            $  1,918                 $ (6,334)
    Foreign currency translation adjustment                                            (28)                       -
                                                                                  --------                 --------
          Comprehensive income (loss)                                             $  1,890                 $ (6,334)
                                                                                  ========                 ========

</TABLE>

                      The accompanying notes to condensed consolidated financial
                         statements are an integral part of these statements.

                                                    5

<PAGE>

                         MRS. FIELDS' HOLDING COMPANY, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                       (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>

                                                                                         13 Weeks Ended          13 Weeks Ended
                                                                                         March 31, 2001           April 1, 2000
                                                                                         --------------          --------------
<S>                                                                                      <C>                     <C>
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                                                        $   1,918               $ (6,334)
   Adjustments to reconcile net income (loss) to net cash used in operating
     activities:
         Extraordinary gain                                                                    (5,343)                     -
         Depreciation and amortization                                                          5,432                  5,670
         Amortization of deferred loan costs and accretion of loan discount                     2,365                  2,233
         Deferred Compensation                                                                    131                      -
         Loss on sale of assets                                                                    16                    351
         Minority interest                                                                         (8)                     3
         Changes in operating assets and liabilities:
               Accounts receivable, net                                                         1,397                    258
               Amounts due from franchisees and licensees, net                                 (2,801)                  (412)
               Amounts due from affiliates                                                       (339)                    -
               Inventories                                                                        209                    413
               Prepaid rent and other                                                          (2,636)                (1,670)
               Accounts payable                                                                (6,460)                (4,771)
               Store closure reserve                                                             (376)                  (546)
               Accrued liabilities                                                             (1,103)                  (169)
               Accrued salaries, wages and benefits                                              (592)                   (92)
               Accrued interest payable                                                         3,643                  3,677
               Sales tax payable                                                                 (474)                  (368)
               Deferred credits                                                                  (167)                   (10)
               Other                                                                             (334)                   132
                                                                                            ---------               --------
                  Net cash used in operating activities                                        (5,522)                (1,635)
                                                                                            ---------               --------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of property and equipment                                                         (1,917)                (1,192)
    Proceeds from the sale of assets                                                                6                      -
                                                                                            ---------               --------
                  Net cash used in investing activities                                        (1,911)                (1,192)
                                                                                            ---------               --------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Reduction of long-term debt                                                               (15,227)                  (225)
    Bank overdraft                                                                              4,540                      -
    Borrowings under the line of credit                                                         3,490                      -
    Principal payments on capital lease obligations                                              (243)                  (233)
    Payment of debt financing costs                                                                 -                    (19)
    Issuance (reduction) in preferred stock                                                    14,541                 (1,070)
                                                                                            ---------               --------
                  Net cash provided by (used in) financing activities                           7,101                 (1,547)
                                                                                            ---------               --------

    Effect of foreign exchange rates                                                              (28)                     -
                                                                                            ---------               --------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                                        (360)                (4,374)
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD                                            4,690                  4,919
                                                                                            ---------               --------
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD                                              $   4,330               $    545
                                                                                            =========               ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid for interest                                                                 $     250               $    228
     Cash paid for income taxes                                                                   157                    120

</TABLE>

                      The accompanying notes to condensed consolidated financial
                         statements are an integral part of these statements.

                                                  6

<PAGE>

               MRS. FIELD'S HOLDING COMPANY, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


(1)  BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements have
been prepared by Mrs. Fields' Holding Company, Inc. and subsidiaries ("Mrs.
Fields' Holding" or the "Company") in accordance with the rules and regulations
of the Securities and Exchange Commission for Form 10-Q, and accordingly, do not
include all of the information and footnotes required by accounting principles
generally accepted in the United States. In the opinion of management, these
condensed consolidated financial statements reflect all adjustments, which
consist only of normal recurring adjustments necessary to present fairly the
financial position of Mrs. Fields' Holding as of March 31, 2001 and December 30,
2000, and the results of its operations and its cash flows for the periods
presented herein. These unaudited condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements and
notes thereto for the fiscal year ended December 30, 2000 contained in Mrs.
Fields' Holding's annual report on Form 10-K.

     The results of operations for the 13 weeks ended March 31, 2001 are not
necessarily indicative of the results that may be expected for the remainder of
the fiscal year ending December 29, 2001.

     Mrs. Fields' Holding is a majority owned subsidiary of Capricorn Investors
II, L.P. ("Capricorn"). Mrs. Fields' Holding is a holding company and does not
have any material operations other than ownership of all of the capital stock of
Mrs. Fields' Original Cookies, Inc. ("Mrs. Fields") and the operation of 20
Pretzel Time stores recently acquired from a franchisee.

(2)  RECLASSIFICATIONS

     Certain reclassifications have been made to the prior period's condensed
consolidated financial statements to conform with the current period's
presentation.

(3)  STORE CLOSURE RESERVE

     Mrs. Fields' Holding's management reviews the historical and projected
operating performance of its stores on a periodic basis to identify under
performing stores for impairment of net property investment or for targeted
closing. The Company's policy is to recognize a loss for that portion of the net
property investment determined to be impaired. Additionally, when a store is
identified for targeted closing, either as part of a business combination or
ongoing operations, the Company's policy is to record a reserve for the costs of
closing the store, which are predominately estimated lease termination costs.
Lease termination costs include both one-time settlement payments and continued
contractual payments over the term of the original lease agreement where no
settlement can be resolved with the landlord. As a result, although the exit
plans were completed by the end of fiscal year 2000, a portion of the store
closure reserve will remain until all cash payments have been made. The Company
does not accrue for future expected operating losses. If and when a reserve that
was established as part of purchase accounting is not fully utilized, the
Company reduces the reserve to zero and goodwill is adjusted for the
corresponding amount. As of March 31, 2001, the remaining store closure reserve
was $3.4 million.


                                       7
<PAGE>

                      MRS. FIELDS' HOLDING COMPANY, INC. AND SUBSIDIARIES
               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                        (UNAUDITED)
                                 (DOLLARS IN THOUSANDS)

The following table presents a summary of the activity in the store closure
reserve during the 13 weeks ended March 31, 2001 and April 1, 2000:

<TABLE>
<CAPTION>
                                 MRS. FIELDS INC. AND
                                    ORIGINAL COOKIE              H&M CANADA                    PRETZEL TIME
                                ------------------------- ---------------------------  ---------------------------
                                  BUSINESS     COMPANY-     BUSINESS      COMPANY-      BUSINESS       COMPANY-
                                COMBINATION     OWNED     COMBINATION      OWNED       COMBINATION      OWNED
                                    AND         STORES        AND          STORES          AND          STORES
                                SUBSEQUENT    UNRELATED    SUBSEQUENT    UNRELATED TO   SUBSEQUENT    UNRELATED TO
                                ADJUSTMENTS  ACQUISITIONS  ADJUSTMENTS   ACQUISITION   ADJUSTMENTS    ACQUISITION
                                -----------  ------------  -----------   -----------   -----------    -----------
<S>                             <C>          <C>           <C>           <C>           <C>            <C>
Balance, December 30, 2000....    $  863        $1,219        $359           $ 85           $ 65          $ -

Utilization for the 13 weeks
   Ended March 31, 2001.......       (93)         (129)        (27)           (21)           (10)           -
                                  ------        ------        ----           ----           ----          ---
Balance, March 31, 2001.......    $  770        $1,090        $332           $ 64           $ 55          $ -
                                  ======        ======        ====           ====           ====          ===

Balance, January 1, 2000......    $1,614        $1,581        $536           $294           $109          $86

Utilization for the 13 weeks
   ended April 1, 2000........       (89)         (174)        (48)           (29)             -            -
                                  ------        ------        ----           ----           ----          ---
Balance, April 1, 2000........    $1,525        $1,407        $488           $265           $109          $86
                                  ======        ======        ====           ====           ====          ===

<CAPTION>

                                GREAT AMERICAN COOKIES           PRETZELMAKER                      CONSOLIDATED
                              ---------------------------   ------------------------  -----------------------------------------
                                                                                          TOTAL       TOTAL
                                 BUSINESS      COMPANY-      BUSINESS     COMPANY-      BUSINESS     COMPANY-
                               COMBINATION      OWNED       COMBINATION    OWNED      COMBINATION     OWNED       TOTAL BUSINESS
                                   AND          STORES          AND        STORES          AND        STORES       COMBINATIONS
                               SUBSEQUENT    UNRELATED TO   SUBSEQUENT   UNRELATED TO  SUBSEQUENT   UNRELATED TO   AND COMPANY-
                               ADJUSTMENTS   ACQUISITION    ADJUSTMENTS  ACQUISITION   ADJUSTMENTS  ACQUISITIONS   OWNED STORES
                               -----------   ------------   -----------  ------------  -----------  -------------  ------------
<S>                            <C>           <C>            <C>          <C>           <C>          <C>            <C>
Balance, December 30, 2000....    $1,113          $  -          $ 75         $  -         $2,475       $1,304          $3,779

Utilization for the 13 weeks
   Ended March 31, 2001.......       (89)            -            (7)           -           (226)        (150)           (376)
                                  ------          ----          ----         ----         ------        ------          ------
Balance, March 31, 2001.......    $1,024          $  -          $ 68         $  -         $2,249        $1,154          $3,403
                                  ======          ====          ====         ====         ======       ======          ======

Balance, January 1, 2000......    $1,674          $545          $105         $650         $4,038       $3,156          $7,194

Utilization for the 13 weeks
   ended April 1, 2000........      (157)          (30)          (19)           -           (313)        (233)           (546)
                                  ------          ----          ----         ----         ------        ------          ------
Balance, April 1, 2000........    $1,517          $515          $ 86         $650         $3,725       $2,923          $6,648
                                  ======          ====          ====         ====         ======       ======          ======
</TABLE>

                                       8

<PAGE>

               MRS. FIELDS' HOLDING COMPANY, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

     The following table presents a summary of activity for stores originally
identified to be closed or franchised in connection with the applicable business
combination for the 13 weeks ended April 1, 2000. All such stores were closed,
franchised or removed from the store closure plan during fiscal 2000.

<TABLE>
<CAPTION>

                                       MRS. FIELDS INC. AND
                                          ORIGINAL COOKIE           GREAT AMERICAN COOKIES           CONSOLIDATED
                                       -----------------------      -----------------------     ----------------------
                                        TO BE         TO BE         TO BE          TO BE         TO BE         TO BE
                                       CLOSED       FRANCHISED      CLOSED       FRANCHISED     CLOSED      FRANCHISED
                                       ------       ----------      ------       ----------     ------      ----------
<S>                                    <C>         <C>             <C>           <C>            <C>         <C>

Balance, January 1, 2000............      -            14             6           1             6            15
Stores closed, franchised, or
removed during the 13 weeks ended
April 1, 2000.......................      -            (1)            -           -             -            (1)
                                       ------      ----------      ------     ----------     ------      ----------
Balance, April 1, 2000 .............      -            13             6           1             6            14
                                       ======      ==========      ======     ==========     =======     ==========

</TABLE>


     The following table presents a summary of activity for stores Mrs. Fields'
Holding identified to be closed or franchised that were not originally
identified to be closed or franchised in connection with a business combination
for the 13 weeks ended April 1, 2000. All such store were closed, franchised or
removed from the store closure plan in fiscal 2000.

<TABLE>
<CAPTION>
                                        MRS. FIELDS INC. AND
                                          ORIGINAL COOKIE               PRETZEL TIME              CONSOLIDATED
                                       -----------------------      ---------------------     ----------------------
                                        TO BE         TO BE         TO BE        TO BE         TO BE         TO BE
                                       CLOSED       FRANCHISED      CLOSED     FRANCHISED     CLOSED      FRANCHISED
                                       ------       ----------      ------     ----------     ------      ----------
<S>                                    <C>          <C>             <C>        <C>            <C>         <C>

Balance, January 1, 2000............      3             4             -           1             3             5
Stores closed, franchised, or
removed during the 13 weeks ended
April 1, 2000.......................     (1)           (1)            -          (1)           (1)           (2)
                                       ------      ----------      ------     ----------     ------      ----------
Balance, April 1, 2000..............      2             3             -           -             2             3
                                       ======      ==========      ======     ==========     =======     ==========

</TABLE>


(4)  TCBY MANAGEMENT AGREEMENT

     In connection with the acquisition of TCBY Enterprises, Inc. (together with
its parent company and its parent company's subsidiaries, "TCBY") on June 1,
2000, by Capricorn Investors III, L.P., an affiliate of Capricorn Investors II,
L.P. ("Capricorn"), Mrs. Fields' Holding's approximately 90% stockholder, the
Company entered into a Management Agreement (the "TCBY Management Agreement")
with TCBY, pursuant to which the corporate and administrative functions of TCBY
were transferred to the Company. The Company also oversees the sale of new TCBY
franchises and monitors the activities of TCBY franchisees. Under the TCBY
Management Agreement, the Company has agreed to manage and operate TCBY's
business and pay specified operating and other costs of TCBY in exchange for an
annual management fee of $12.7 million in fiscal 2001. The management fee is
paid by TCBY semi-monthly and adjusted annually.

     In accordance with the terms and conditions of the TCBY Management
Agreement, Mrs. Fields' Holding and TCBY share costs savings obtained through
the joint purchase of ingredients, supplies and services and Mrs. Fields'
Holding is eligible to receive a portion of the anticipated cost savings in
connection with the expected outsourcing of TCBY's yogurt and ice cream
manufacturing requirements. During the 13 weeks ended March 31, 2001, Mrs.
Fields' Holding recorded approximately $190,000 in revenues related to the cost
savings provision of the Management Agreement.

     The Company will also be entitled to receive a fee of approximately $2.4
million from TCBY for reimbursement of expenses incurred on behalf of TCBY and
one-time transition costs incurred in the transfer of management


                                       9
<PAGE>

               MRS. FIELDS' HOLDING COMPANY, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

functions of TCBY from Little Rock, Arkansas to Salt Lake City, Utah, if TCBY
is successful in selling its existing dairy processing plant for net proceeds
sufficient to retire debt associated with the plant or upon sufficient cash
being available from the excess working capital of the dairy processing plant.

     During the 13 weeks ended March 31, 2001, the Company capitalized $30,000
of franchise fees to TCBY as intangible assets.

(5)  PREFERRED STOCK ISSUANCE AND DEBT EXTINGUISHMENT

     In March 2001, the Company issued 14,723 shares of 16.5% Cumulative
Preferred Stock due 2006 (the "Preferred Stock") at a price of $1,000 per
share for net proceeds of approximately $14.5 million in a private offering
(the "Offering"). In connection with the Offering, the Company issued 110,201
shares of common stock, which have been recorded as a discount to the
Preferred Stock based upon the relative fair values of the respective
securities. Dividends are cumulative and payable in arrears on January 30,
April 30, July 30 and October 30 of each year. Dividends accrue at 16.5% per
annum of the liquidation preference and are payable through an increase in
the liquidation preference. The Preferred Stock matures on June 1, 2006 and
will entitle the holder to cash of $2,222, per preferred share, which will be
the liquidation preference then in effect plus accumulated dividends. The
Company's ability to retire such shares at maturity is subject to its having
sufficient funds available as well as its compliance with the Company's
Indenture related to the Notes and may be restricted under other debt
arrangements of the Company in effect at the time of maturity.

     The net proceeds from the Offering were used to repurchase approximately
$27.1 million principal amount of the Company's 14% Senior Secured Discounts
Notes for approximately $14.5 million. Approximately $11.5 million of the
principal amount repurchased was purchased from the Company's majority
stockholder, who had recently acquired the notes from a third party. The
balance of the notes were purchased directly from a third party. The terms
upon which the notes were repurchased were substantially identical for both
the Company's majority stockholder and the third party. The Company recorded
a $5.3 million extraordinary gain on the retirement of all of the notes
repurchased, net of the write-off of the related debt issuance costs and
original issue discount, during the 13 weeks ended March 31, 2001.

(6)  REPORTABLE SEGMENTS

     Management evaluates performance at Mrs. Fields' Holding using two
reportable operating segments; namely, (1) company-owned stores and related
activity and (2) franchising and licensing activity. The segments are determined
by revenue source; direct sales or royalties and license fees. The company-owned
stores segment consists of both cookie and pretzel stores owned and operated by
Mrs. Fields' Holding and sales from its catalog/e-tailing business. The
franchising and licensing segment consists of cookie and pretzel stores, which
are owned and operated by third parties who pay Mrs. Fields' Holding an initial
franchise fee and monthly royalties based on a percentage of gross sales, sales
of cookie dough manufactured by the Company to its franchisees and other
licensing activity not related to cookie or pretzel stores. Sales and transfers
between segments are eliminated in consolidation.

     Mrs. Fields' Holding evaluates the performance of each segment based on
contribution margin. Contribution margin is computed as the difference between
the revenues generated by a reportable segment and the selling and store
occupancy costs and cost of sales related to that reportable segment. It is used
as a measure of the operating performance of an operating segment. Mrs. Fields'
Holding does not allocate any revenue generated from the TCBY management fee,
general and administrative expense, other income (expense), interest expense, or
depreciation and amortization of assets to its reportable operating segments.
Mrs. Fields' Holding does not separate the costs incurred while performing
activities for the TCBY management agreement from costs of operating Mrs.
Fields' Holding, as most of Mrs. Fields' Holding's employees support both
companies, therefore the activity for managing TCBY is not


                                      10
<PAGE>

               MRS. FIELDS' HOLDING COMPANY, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

reported as a separate segment. Segment revenue and contribution margin are
presented in the following table (dollars in thousands).

<TABLE>
<CAPTION>
                                                   Company-Owned Stores,        Franchising,
                                                    including Catalog/           Licensing,
                                                         e-tailing                and Other            Total
                                                   ---------------------        ------------           -----
<S>                                                <C>                          <C>

13 WEEKS ENDED MARCH 31, 2001

Segment revenues                                           $33,302                 $7,949             $41,251
Contribution margin                                          5,093                  7,048              12,141

13 WEEKS ENDED APRIL 1, 2000

Segment revenues                                           $33,796                 $6,106             $39,902
Contribution margin                                          5,656                  4,959              10,615

</TABLE>

     The reconciliation of contribution margin to net income
(loss) is as follows (dollars in thousands):

<TABLE>
<CAPTION>
                                                        13 Weeks Ended            13 Weeks Ended
                                                        March 31, 2001             April 1, 2000
                                                        --------------            --------------
<S>                                                     <C>                       <C>

Contribution margin                                         $12,141                   $10,615
Management fee revenue                                        3,365                         -
General and administrative expense                           (7,395)                   (5,121)
                                                        --------------            --------------
    EBITDA (1)                                                8,111                     5,494
Depreciation and amortization                                (5,432)                   (5,670)
Interest expense                                             (5,946)                   (6,138)
Other, net                                                     (158)                      (20)
                                                        --------------            --------------
    Net loss before extraordinary item                       (3,425)                   (6,334)
Extraordinary item                                            5,343                         -
                                                        --------------            --------------
    Net income (loss)                                        $1,918                   $(6,334)
                                                        ==============            ==============

</TABLE>

(1)  EBITDA consists of earnings before depreciation, amortization, interest,
     income taxes, minority interest and other income or expense. EBITDA is not
     intended to represent cash flows from operations as defined by accounting
     principles generally accepted in the United States and should not be
     considered as an alternative to net income (loss) as an indicator of
     operating performance or to cash flows as a measure of liquidity. EBITDA
     has been included in this presentation because it is one of the indicators
     by which Mrs. Fields' Holding assesses its financial performance and its
     capacity to service its debt.

Geographic segment information is as follows (dollars in thousands):

<TABLE>
<CAPTION>
                                                 Domestic        International       Domestic      International
                                              Company-Owned      Company-Owned     Franchising      Franchising
                                                 Stores             Stores        and Licensing    and Licensing
                                              -------------      -------------    -------------    -------------
<S>                                           <C>                <C>              <C>              <C>

Total revenues
--------------
13 weeks ended March 31, 2001                    $33,299              $3              $7,885            $64
13 weeks ended April 1, 2000                      33,796               -               6,025             81

</TABLE>

     Revenues from international franchising and licensing are generated from
Canada and Australia with no other countries having material representation.
Revenues from international company-owned stores and income from foreign
operations are immaterial.

     One customer who manufactures and sells ready to eat cookies, under our
registered trademarks, accounted for 25.6 percent, or $2.0 million, of the
licensing and other revenue during the 13 weeks ended March 31, 2001. No
customers accounted for more than 10 percent of Mrs. Fields' Holding's total
revenues or individual segment's revenues during the 13 weeks ended April 1,
2000.



                                               11
<PAGE>

ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

OVERVIEW

     Mrs. Fields' Holding Company, Inc. ("Mrs. Fields' Holding"), is a
majority owned subsidiary of Capricorn Investors II, L.P. ("Capricorn"). Mrs.
Fields' Holding is a holding company and does not have any material
operations other than ownership of all of the capital stock of Mrs. Fields'
Original Cookies, Inc. ("Mrs. Fields") and 20 Pretzel Time stores held in
three subsidiaries; namely, Peachtree Pretzel Time, Inc., Sunshine Pretzel
Time, Inc. and DMBC, Inc. Mrs. Fields has eight wholly owned operating
subisidaries; namely, Great American Cookie Company, Inc., The Mrs. Fields'
Brand, Inc., Pretzel Time, Inc., Pretzelmaker Holdings, Inc., Mrs. Fields'
Cookies Australia, Mrs. Fields' Cookies (Canada), H&M Canada, and
Pretzelmaker of Canada; and three partially owned subsidiaries.

     Mrs. Fields' Holding, through its Mrs. Fields subsidiary, primarily
operates and franchises retail stores, which sell freshly baked cookies,
brownies, pretzels and other food products through six specialty retail chains.
As of March 31, 2001, Mrs. Fields' Holding owned and operated 143 Mrs. Fields
Cookies stores, 68 Original Cookie Company stores, 94 Great American Cookies
stores, 43 Hot Sam Pretzels stores, 93 Pretzel Time stores and 5 Pretzelmaker
stores in the United States. Additionally, Mrs. Fields' Holding has franchised
or licensed 842 stores in the United States and 118 stores in several other
countries.

     Capricorn Investors III, L.P., an affiliate of Capricorn Investors II,
L.P., Mrs. Fields' Holding's majority stockholder, acquired TCBY Enterprises,
Inc. ("TCBY"), a retail snack food company in 2000.

     In connection with the acquisition, Mrs. Fields' Holding entered into a
Management Agreement (the "TCBY Management Agreement") with TCBY Holding
Company, Inc., the parent company of TCBY, and TCBY Systems, LLC, a wholly owned
subsidiary of TCBY, pursuant to which the corporate and administrative functions
of TCBY were transferred to Mrs. Fields' Holding. Under the TCBY Management
Agreement, Mrs. Fields' Holding has agreed to manage and operate TCBY's
business, and pay specified operating and other costs of TCBY (including
specified costs associated with expenses incurred on behalf of TCBY and the
transfer of the management function from Little Rock, Arkansas to Salt Lake
City, Utah), in exchange for a management fee paid by TCBY semi-monthly. Revenue
generated from the management fee is reported under the caption "Management fee
revenue" on the statement of operations.

     Mrs. Fields' Holding's business follows seasonal trends and is also
affected by climate and weather conditions which in turn affects mall traffic.
Because Mrs. Fields' Holding's stores are heavily concentrated in shopping
malls, Mrs. Fields' Holding's sales performance is significantly dependent on
the performance of those malls. Mrs. Fields' Holding typically experiences its
highest revenues in the fourth quarter of the calendar year due to the holiday
season.






                                      12

<PAGE>

RESULTS OF OPERATIONS

      The following table sets forth, for the periods indicated, certain
information relating to the operations of Mrs. Fields' Holding and percentage
changes from period to period. Data in the table reflect the consolidated
results of Mrs. Fields' Holding for the 13 weeks ended March 31, 2001 and April
1, 2000 (dollars in thousands).


<TABLE>
<CAPTION>


                                                    For the 13 Weeks Ended            Change
                                                    ----------------------             from
                                               March 31, 2001    April 1, 2000     2000 TO 2001
                                               --------------    -------------     ------------
<S>                                            <C>               <C>               <C>
STATEMENT OF OPERATIONS DATA:

REVENUES:
     Net store and food sales..........        $    33,302       $    33,796            (1.5)%
     Franchising.......................              5,737             5,946            (3.5)
     Management fee revenue............              3,365                 -
     Licensing and other...............              2,212               160
                                               --------------    -------------
       Total revenues..................             44,616            39,902            11.8
                                               --------------    -------------

OPERATING COSTS AND EXPENSES:
     Selling and store occupancy costs.             18,464            18,320             0.8
     Cost of sales.....................             10,646            10,967            (2.9)
     General and administrative........              7,395             5,121            44.4
     Depreciation and amortization.....              5,432             5,670            (4.2)
                                               --------------    -------------
       Total operating costs and
           expenses....................             41,937            40,078             4.6
                                               --------------    -------------

OTHER INCOME (EXPENSE):
     Interest expense..................             (5,946)           (6,138)           (3.1)
     Interest income...................                 25                23            (8.7)
     Other, net........................               (183)              (43)
                                               --------------    -------------
       Total other, net................             (6,104)           (6,158)           (0.9)
                                               --------------    -------------
       Net loss before extraordinary
           item........................             (3,425)           (6,334)          (45.9)
     Extraordinary item................              5,343                 -
                                               --------------    -------------
       Net income (loss)...............        $     1,918       $    (6,334)
                                               ==============    =============

</TABLE>



13 WEEKS ENDED MARCH 31, 2001 COMPARED TO THE 13 WEEKS ENDED APRIL 1, 2000

     As of March 31, 2001, there were 446 Company-owned stores and 960
franchised or licensed stores in operation. The store activity for the 13 weeks
ended March 31, 2001 and April 1, 2000 is summarized as follows:


<TABLE>
<CAPTION>


    COMPANY-OWNED AND FRANCHISED OR LICENSED STORE ACTIVITY          MARCH 31, 2001             APRIL 1, 2000
                                                                  ----------------------    -----------------------
                                                                  COMPANY-    FRANCHISED    COMPANY-     FRANCHISED
                                                                   OWNED     OR LICENSED     OWNED      OR LICENSED
                                                                  --------   -----------    --------    -----------
    <S>                                                           <C>        <C>            <C>         <C>
    Stores open as of the beginning of the 13 weeks ended            440         951          462           981
      Stores opened (including relocations)                           17          29            3            35
      Stores closed (including relocations)                           (9)        (22)         (13)          (41)
      Stores sold to franchisees                                      (3)          3           (3)            3
      Non-continuing (exit plan) stores closed                         -           -           (1)            -
      Non-continuing (exit plan) stores franchised                     -           -           (3)            3
      Stores acquired from franchisees                                 1          (1)           1            (1)
                                                                  --------   -----------    --------    -----------
    Stores open as of the end of the 13 weeks ended                  446         960          446           980
                                                                  ========   ===========    ========    ===========

</TABLE>

REVENUES

         NET STORE AND FOOD SALES. Total net store sales decreased $494,000, or
1.5 percent, from $33.8 million to $33.3 million for the 13 weeks ended March
31, 2001 compared to the 13 weeks ended April 1, 2000. The decrease was due
primarily to having 22, or 4.8 percent, fewer stores open at the beginning of
the quarter for fiscal 2001 compared to the fiscal quarter in 2000. Sales
increased 0.3 percent for mall stores that had been open one year or more when
compared to the same prior year period. Mail order sales for the 13 weeks ended
March 31, 2001 increased $585,000, or 40.9 percent, compared to the 13 weeks
ended April 1, 2000.

                                      13

<PAGE>

         FRANCHISING REVENUES. Franchising revenues decreased $209,000 or 3.5
percent, from $5.9 million to $5.7 million for the 13 weeks ended March 31, 2001
compared to the 13 weeks ended April 1, 2000. Franchising revenues were
negatively impacted primarily by lower initial franchise fees in the current
period and 20, or 2.0 percent, fewer franchised stores open at March 31, 2001.
Sales of cookie dough to Great American franchisees were flat during the current
quarter when compared to the prior year period.

         MANAGEMENT FEE REVENUE. The Company received management fee revenue of
$3.2 million during the current quarter to manage TCBY, which was acquired by an
affiliate of the Company on June 1, 2000. Additionally, during the 13 weeks
ended March 31, 2001, the Company recorded approximately $190,000 in revenues
related to the cost saving arrangement included in the management agreement.
There was no management fee revenue or cost savings recognized for the 13 weeks
ended April 1, 2000.

         LICENSING AND OTHER REVENUES. Licensing revenues increased $2.1
million, from $160,000 to $2.2 million for the 13 weeks ended March 31, 2001
compared to the 13 weeks ended April 1, 2000. During the 13 weeks ended March
31, 2001, the company received $950,000 in revenues as a result of an agreement
with a national manufacturer of cookies for the sale of some of the Company's
cookie recipes for use in limited specific retail channels and geographic
locations. The remaining increase is due to royalties received under license
agreements entered into in 2000.

OPERATING COSTS AND EXPENSES

         SELLING AND STORE OCCUPANCY COSTS. Total selling and store occupancy
costs increased $144,000 or 0.8 percent, from $18.3 million to $18.5 million for
the 13 weeks ended March 31, 2001 compared to the 13 weeks ended April 1, 2000.
The increase is attributable to rent escalation.

         COST OF SALES. Total cost of sales decreased $321,000 or 2.9
percent, from $11.0 million to $10.6 million for the 13 weeks ended March 31,
2001 compared to the 13 weeks ended April 1, 2000. This decrease was
primarily the result of a reduction in cookie stores which have a higher cost
of production, in comparison to an increase in pretzel stores which have a
lower cost of production.

         GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses increased $2.3 million, or 44.4 percent, from $5.1 million to $7.4
million for the 13 weeks ended March 31, 2001 compared to the 13 weeks ended
April 1, 2000. The increase in general and administrative expenses was primarily
attributable to costs associated with managing TCBY under the management
agreement discussed above. The Company expects general and administrative costs
to continue at the current level as it manages and operates TCBY's business.
However, these increased costs will be offset by the management fee revenue
received from TCBY.

         DEPRECIATION AND AMORTIZATION. Total depreciation and amortization
expense decreased by $238,000, or 4.2 percent, from $5.7 million to $5.4
million for the 13 weeks ended March 31, 2001 compared to the 13 weeks ended
April 1, 2000. The decrease is primarily due to the impairment of certain store
assets during fiscal 2000 which resulted in lower depreciation during the 13
weeks ended March 31, 2001.

         TOTAL OTHER. Interest income and expense for the 13 weeks ended
March 31, 2001 were comparable to the 13 weeks ended April 1, 2000. Total
other increased by $140,000, from $43,000 to $183,000 for the 13 weeks ended
March 31, 2001 compared to the 13 weeks ended April 1, 2000. The decrease is
primarily attributable to $188,000 in expense related to the preferred stock
issuance during the 13 weeks ended March 31, 2001. There was no preferred
stock expense during the 13 weeks ended April, 1, 2000.

         EXTRAORDINARY ITEM. The Company recognized an extraordinary gain in
the amount of $5.3 million during the 13 weeks ended March 31, 2001 in
connection with the preferred stock issuance and debt extinguishment.

LIQUIDITY AND CAPITAL RESOURCES

         GENERAL

     Mrs. Fields' Holding's principal sources of liquidity are cash flows from
operating activities, cash on hand and available borrowings under Mrs. Fields'
Holding's existing revolving credit facility. As of March 31, 2001, Mrs. Fields'
Holding had $4.3 million of cash and cash equivalents on hand and approximately
$4.7 million additional borrowings available under its revolving credit
facility. Mrs. Fields' Holding expects to use its existing cash, cash flows from
operating activities and its credit facility to provide working capital, finance
capital expenditures and to meet debt service requirements, including the June
1, 2001 interest payment of approximately $7.0 million on its long term debt.
Based on current operations, Mrs. Fields' Holding believes that its sources of
liquidity will be adequate to meet its anticipated requirements for working
capital, capital expenditures, scheduled debt service requirements and other
general corporate purposes on both a short and long-term basis. There can be no
assurance, however, that Mrs. Fields' Holding's business will continue to
generate cash flows at or above current levels.

                                      14

<PAGE>

MARCH 31, 2001 COMPARED TO DECEMBER 30, 2000

     As of March 31, 2001, Mrs. Fields' Holding had liquid assets (cash and cash
equivalents and receivables) of $15.3 million, an increase of 10.0 percent, or
$1.4 million, from December 30, 2000 when liquid assets were $13.9 million. Cash
decreased $360,000 or 7.7 percent, to $4.3 million at March 31, 2001 from $4.7
million at December 30, 2000. Total receivables at March 31, 2001 were higher
due to slower collections and due to an increase in the receivable from TCBY
related to cost savings sharing and the management fee.

     Mrs. Fields' Holding's working capital deficit decreased by $1.2
million, or 14.1 percent, to a deficit of $7.4 million at March 31, 2001 from
a deficit $8.6 million at December 30, 2000. This decrease is due to a $3.8
million increase in current assets, primarily balances due from franchisees
and licensees and prepaid expenses, compared to a $2.6 million increase in
current liabilities, primarily bank overdraft, bank borrowings under the line
of credit and accrued interest.

     Long-term assets decreased $5.7 million, or 3.3 percent, to $166.0 million
at March 31, 2001 from $171.7 million at December 30, 2000. This decrease was
primarily the result of scheduled depreciation and amortization of property and
equipment, goodwill and deferred loan costs.

     Mrs. Fields' Holding's operating activities utilized cash of $5.5
million for the 13 weeks ended March 31, 2001, primarily from the payments of
expenses incurred during the busy holiday season in December 2000, but not
paid until January.

     Mrs. Fields' Holding utilized $1.9 million of cash in investing activities
during the 13 weeks ended March 31, 2001, primarily for capital expenditures
relating to store remodels and renovations.

     Mrs. Fields' Holding generated $7.1 million in cash from financing
activities during the 13 weeks ended March 31, 2001, primarily due to the
reduction in long term debt and issuance of common and preferred stock.

     The specialty cookie and pretzel businesses do not require the
maintenance of significant receivables or inventories; however, the increase
in Mrs. Fields' franchise and license business does require the Company to
carry a receivable from our franchisees and licensees. Mrs. Fields' Holding
continually invests in its business by upgrading and remodeling stores and
adding new stores, carts, and kiosks as opportunities arise. Investments in
these long-term assets, which are key to generating current sales, reduce
Mrs. Fields' Holding's working capital. During the 13 weeks ended March 31,
2001 and April 1, 2000, Mrs. Fields' Holding expended cash of $2.0 million
and $1.2 million, respectively, for capital assets. The Company expects to
expend a total of approximately $14.0 million for capital assets in 2001.
Management anticipates that these expenditures will be funded with cash
generated from operating activities and short-term borrowings under its
credit facility as needed.

INFLATION

     The impact of inflation on the earnings of the business has not been
significant in recent years. Most of Mrs. Fields' Holding's leases contain
escalation clauses (however, such leases are accounted for on a straight-line
basis as required by accounting principles generally accepted in the United
States, which minimizes fluctuations in operating income) and many of Mrs.
Fields' Holding's employees are paid hourly wages at the Federal minimum wage
level. Minimum wage increases will negatively impact Mrs. Fields' Holding's
payroll costs in the short term, but management believes such impact can be
offset in the long term through operational efficiency gains and, if necessary,
through product price increases.

RECENT ACCOUNTING PRONOUNCEMENTS

     In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). SFAS 133, as amended by SFAS
137 and SFAS 138, is effective for the Company's fiscal year beginning 2001.
SFAS 133 establishes accounting and reporting standards for derivative
instruments, including certain derivative instruments embedded in other
contracts, and for hedging activities. It requires that the Company recognize
all derivative instruments as either assets or liabilities in the condensed
consolidated balance sheet and measure those instruments at fair value. The
Company adopted SFAS 133, as amended, during the first quarter of fiscal 2001.
The adoption did not have a material impact on the Company's results of
operations, financial position or liquidity.

                                      15
<PAGE>

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     There have been no significant changes in market risks since the end of the
  Company's December 30, 2000 year. For more information, please read the
  consolidated financial statements and notes thereto included in the Company's
  Form 10-K for the year ended December 30, 2000.

FORWARD-LOOKING INFORMATION

     This report contains certain forward-looking statements based on our
current expectations and projections about future events, developed from the
information currently available to us. The forward-looking statements include,
among other things, our expectations and estimates about Mrs. Fields' Holding's
future financial performance, including growth in net sales and earnings, cash
flows from operating activities, capital expenditures, the ability to refinance
indebtedness. These forward-looking statements are subject to risks,
uncertainties and assumptions, including the following:

-    Our ability to continue integrating the businesses of companies acquired
     with Mrs. Fields' Holding and to realize the expected ongoing benefits and
     cost savings from our acquisitions;
-    Our ability to meet our debt and interest obligations,
-    Performance by franchisees and licensees;
-    Difficulties or delays in developing and introducing anticipated new
     products or failure of customers to accept new product offerings;
-    Changes in consumer preferences and our ability to adequately anticipate
     such changes;
-    The seasonal nature of our operations;
-    Changes in general economic and business conditions;
-    Actions by competitors, including new product offerings and marketing and
     promotional successes;
-    Claims which might be made against Mrs. Fields' Holding, including product
     liability claims;
-    Changes in business strategy, new product lines, changes in raw ingredient
     and employee labor costs;
-    Changes in our relationships with our franchisees and licensees; and
-    Changes in mall customer traffic.



     We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
In light of these risks, uncertainties and assumptions, the forward-looking
events discussed in this report may not occur.










                                      16

<PAGE>

                                 PART II - OTHER INFORMATION



ITEM 1.  LEGAL PROCEEDINGS

     In the ordinary course of business, Mrs. Fields' Holding is involved in
routine litigation, including franchise disputes. Mrs. Fields' Holding is not a
party to any legal proceedings which, in the opinion of management of Mrs.
Fields' Holding, after consultation with legal counsel, is material to Mrs.
Fields' Holding's business, financial condition or results of operations beyond
amounts provided for in the accompanying financial statements.

     Mrs. Fields' Holding's stores and products are subject to regulation by
numerous governmental authorities, including, without limitation, federal, state
and local laws and regulations governing health, sanitation, environmental
protection, safety and hiring and employment practices.



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)    EXHIBITS

       None

(b)    FORMS 8-K

       On March 8, 2001 Mrs. Fields' Holding Company, Inc. filed on Form 8-K
under item 5 a current report regarding the completion of the repurchase on
March 6, 2001 of approximately $17.9 million principal amount of 14% Senior
Secured Discount Notes of the Company, which were subsequently cancelled.




                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.





MRS. FIELDS' HOLDING COMPANY, INC.




/s/ LARRY A. HODGES                                             MAY 15, 2001
--------------------------------------------                    ------------
LARRY A. HODGES, PRESIDENT & CEO                                DATE



/s/ SANDRA M. BUFFA                                             MAY 15, 2001
--------------------------------------------                    ------------
SANDRA M. BUFFA, SENIOR VICE PRESIDENT, CHIEF FINANCIAL         DATE
OFFICER AND TREASURER
(CHIEF FINANCIAL AND PRINCIPAL ACCOUNTING OFFICER)









                                      17