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:     April 1, 2000

                                       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:


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

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

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.

                                    yes     X no

The  registrant  had  3,387,019  shares  of  common  stock,  $0.001  par  value,
outstanding at May 16, 2000.



<PAGE>


               MRS. FIELDS' HOLDING COMPANY, INC. AND SUBSIDIARIES


                                TABLE OF CONTENTS


PART I.   FINANCIAL INFORMATION
<TABLE>
<CAPTION>


Item 1.   Financial Statements (Unaudited)

<S>                                                                                                         <C>
         Condensed Consolidated Balance Sheets as of April 1, 2000 and January 1, 2000....................  3

         Condensed Consolidated Statements of Operations for the 13 Weeks
             ended April 1, 2000 and April 3, 1999........................................................  5

         Condensed Consolidated Statements of Cash Flows for the 13 Weeks
             ended April 1, 2000 and April 3, 1999........................................................  6

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

Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations........... 14


PART II.   OTHER INFORMATION

Item 1.   Legal Proceedings............................................................................... 19

Item 6.   Exhibits and Reports on Form 8-K................................................................ 19


</TABLE>
                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.    Financial Statements


               MRS. FIELDS' HOLDING COMPANY, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                 (in thousands, except share and per share data)
<TABLE>
<CAPTION>

                                     ASSETS

                                                                                           April 1,            January 1,
                                                                                             2000                  2000
                                                                                         -----------           -----------
                                                                                         (Unaudited)           (Unaudited)
<S>                                                                                     <C>                     <C>

CURRENT ASSETS:
    Cash and cash equivalents                                                           $      545              $   4,919
    Accounts receivable, net of allowance for doubtful accounts
       of $281 and $111, respectively                                                        4,037                  4,295
    Amounts due from franchisees and licensees, net of allowance
       for doubtful accounts of $903 and $821, respectively                                  4,120                  3,708
    Inventories                                                                              4,564                  4,977
    Prepaid rent and other                                                                   2,367                    697
    Deferred income tax assets, current portion                                              1,360                  1,360
                                                                                        ----------              ---------

                Total current assets                                                        16,993                 19,956
                                                                                        ----------              ---------

PROPERTY AND EQUIPMENT, at cost:
    Leasehold improvements                                                                  26,805                 26,698
    Equipment and fixtures                                                                  23,178                 22,540
    Land                                                                                       240                    240
                                                                                        ----------              ---------
                                                                                            50,223                 49,478
    Less accumulated depreciation and amortization                                         (22,735)               (20,813)
                                                                                        ----------              ---------

                Net property and equipment                                                  27,488                 28,665
                                                                                        ----------              ---------

DEFERRED INCOME TAX ASSETS, net of current portion                                           2,139                  2,139
                                                                                        ----------              ---------

GOODWILL, net of accumulated amortization of
    $23,751 and $21,310, respectively                                                      129,851                133,025
                                                                                        ----------              ---------

TRADEMARKS AND OTHER INTANGIBLES, net of accumulated
    amortization of $3,989 and $3,700, respectively                                         12,773                 13,062
                                                                                        ----------              ---------

DEFERRED LOAN COSTS, net of accumulated amortization of
    $5,329 and $4,523, respectively                                                         11,831                 12,618
                                                                                        ----------              ---------

OTHER ASSETS                                                                                   520                    652
                                                                                        ----------              ---------

                                                                                        $  201,595              $ 210,117
                                                                                        ==========              =========

</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 (Continued)
                 (in thousands, except share and per share data)

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>


                                                                                       April 1,           January 1,
                                                                                         2000                2000
                                                                                     ----------          ----------
                                                                                     (Unaudited)         (Unaudited)
<S>                                                                                  <C>                 <C>

CURRENT LIABILITIES:
    Current portion of long-term debt                                                $      722          $      781
    Current portion of capital lease obligations                                            930                 842
    Accounts payable                                                                      5,743              10,514
    Accrued liabilities                                                                   2,682               2,851
    Current portion of store closure reserve                                              3,457               3,665
    Accrued salaries, wages and benefits                                                  3,088               3,180
    Accrued interest payable                                                              5,057               1,380
    Sales taxes payable                                                                     760               1,128
    Deferred income                                                                         122                 132
                                                                                     ----------          ----------

              Total current liabilities                                                  22,561              24,473

LONG-TERM DEBT, net of current portion                                                  177,933             176,672

STORE CLOSURE RESERVE, net of current portion                                             3,191               3,529

CAPITAL LEASE OBLIGATIONS, net of current portion                                         2,975               3,107
                                                                                     ----------          ----------

              Total liabilities                                                         206,660             207,781
                                                                                     ----------          ----------

MANDATORILY  REDEEMABLE  CUMULATIVE  PREFERRED  STOCK
    of PTI (a wholly owned subsidiary), aggregate liquidation
    preference of $1,070 at January 1, 2000                                                   -               1,070
                                                                                     ----------          ----------

MINORITY INTEREST                                                                           114                 111
                                                                                     ----------          ----------

STOCKHOLDERS' EQUITY (DEFICIT):
    Common stock, $.001 par value; 5,000,000 shares authorized
       and 3,387,019 shares outstanding                                                       3                   3
    Warrants to purchase common stock                                                     2,895               2,895
    Additional paid-in capital                                                           35,711              35,711
    Deferred compensation expense                                                          (385)               (385)
    Accumulated deficit                                                                 (43,403)            (37,069)
                                                                                     ----------          ----------

              Total stockholders' equity (deficit)                                       (5,179)              1,155
                                                                                     ----------          ----------

                                                                                     $  201,595          $  210,117
                                                                                     ==========          ==========

</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
                 (in thousands, except share and per share data)

<TABLE>
<CAPTION>


                                                                             13 Weeks Ended         13 Weeks Ended
                                                                             April 1, 2000           April 3, 1999
                                                                             --------------         --------------
                                                                               (Unaudited)             (Unaudited)
<S>                                                                             <C>                     <C>

REVENUES:
    Net store and food sales                                                    $  33,796               $  37,129
    Franchising                                                                     5,946                   6,416
    Licensing                                                                         160                     447
                                                                                ---------               ---------

       Total revenues                                                              39,902                  43,992
                                                                                ---------               ---------

OPERATING COSTS AND EXPENSES:
    Selling and store occupancy costs                                              18,320                  21,393
    Cost of sales                                                                  10,967                  11,931
    General and administrative                                                      5,121                   5,379
    Depreciation and amortization                                                   5,670                   5,409
                                                                                ---------               ---------

       Total operating costs and expenses                                          40,078                  44,112
                                                                                ---------               ---------

          Loss from operations                                                       (176)                   (120)
                                                                                ---------               ---------

OTHER INCOME (EXPENSE), net:
    Interest expense                                                               (6,138)                 (5,649)
    Interest income                                                                    23                      38
    Other income (expense), net                                                       (32)                   (107)
                                                                                ---------               ---------

       Total other income (expense), net                                           (6,147)                 (5,718)
                                                                                ---------               ---------

          Loss before provision for income taxes, preferred stock
             accretion and dividends of subsidiaries and minority
             interest                                                              (6,323)                 (5,838)

PROVISION FOR INCOME TAXES                                                             (8)                   (104)
                                                                                ---------               ---------

          Loss before preferred stock accretion and dividends of
              subsidiaries and minority interest                                   (6,331)                 (5,942)

PREFERRED STOCK ACCRETION AND DIVIDENDS OF SUBSIDIARIES
                                                                                        -                    (111)

MINORITY INTEREST                                                                      (3)                     (1)
                                                                                ---------               ---------

          Net loss                                                              $  (6,334)              $  (6,054)
                                                                                =========               =========

          Basic and diluted net loss per common share                           $   (1.87)              $   (1.84)
                                                                                =========               =========
          Weighted average number of common shares outstanding                      3,387                   3,286
                                                                                =========               =========

</TABLE>

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


                                       5
<PAGE>



               MRS. FIELDS' HOLDING COMPANY, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 (in thousands, except share and per share data)

<TABLE>
<CAPTION>

                                                                                   13 Weeks Ended       13 Weeks Ended
                                                                                   April 1, 2000        April 3, 1999
                                                                                   --------------       --------------
                                                                                    (Unaudited)         (Unaudited)
<S>                                                                                 <C>                    <C>


Increase (Decrease) in Cash and Cash Equivalents

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                                         $  (6,334)             $ (6,054)
   Adjustments to reconcile net loss to net cash (used in) provided by
     operating activities:
         Depreciation and amortization                                                  5,670                 5,409
         Amortization of discount on notes                                              1,427                 1,392
         Amortization of deferred loan costs                                              806                   582
         Deferred compensation expense                                                      -                    55
         Loss on sale of assets                                                           351                   107
         Preferred stock accretion and dividends of subsidiaries                            -                   111
         Minority interest                                                                  3                     1
         Changes in assets and liabilities:
               Accounts receivable                                                        258                 1,760
               Amounts due from franchisees and licensees                                (412)                1,157
               Inventories                                                                413                   355
               Prepaid rent and other                                                  (1,670)                  176
               Other assets                                                               132                   916
               Accounts payable and accrued liabilities                                (4,940)                6,479
               Store closure reserve                                                     (546)                 (480)
               Accrued salaries, wages and benefits                                       (92)                 (428)
               Accrued interest payable                                                 3,677                 3,593
               Sales taxes payable                                                       (368)                 (312)
               Deferred income                                                            (10)                 (101)
                                                                                    ---------              --------
                  Net cash (used in) provided by operating activities                  (1,635)               14,718
                                                                                    ---------              --------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Net cash paid for acquisition expenses                                                  -                   (97)
    Purchase of property and equipment                                                 (1,192)               (1,282)
                                                                                    ---------              --------
                  Net cash used in investing activities                                (1,192)               (1,379)
                                                                                    ---------              --------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Bank overdraft                                                                          -                (1,133)
    Reduction of long-term debt                                                          (225)               (5,221)
    Payment of debt financing costs                                                       (19)                 (800)
    Principal payments on capital lease obligations                                      (233)                 (423)
    Reduction in preferred stock                                                       (1,070)                  (21)
                                                                                    ---------              --------
                  Net cash used in financing activities                                (1,547)               (7,598)
                                                                                    ---------              --------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                   (4,374)                5,741

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD                                    4,919                 4,759
                                                                                    ---------              --------

CASH AND CASH EQUIVALENTS AT END OF THE PERIOD                                      $     545              $ 10,500
                                                                                    =========              ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid for interest                                                         $     228              $     77
                                                                                    =========              ========
     Cash paid for income taxes                                                     $     120              $    164
                                                                                    =========              ========
</TABLE>

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


                                       6
<PAGE>



               MRS. FIELDS' 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") 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 April 1, 2000 and January 1, 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  January  1,  2000  contained  in  Mrs.  Fields'   Holding's
registration  statement  on Form S-4,  which was  declared  effective on May 16,
2000.

     The  results of  operations  for the 13 weeks  ended  April 1, 2000 are not
necessarily  indicative of the results that may be expected for the remainder of
the fiscal year ending  December  30, 2000.  All dollar  amounts  presented  are
stated in thousands.

     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").


(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 AND PROPERTY AND EQUIPMENT IMPAIRMENT RESERVES
     ------------------------------------------------------------

     Mrs.  Fields'  Holding's  management  reviews the  historical and projected
operating   performance   of  its  stores  on  a  periodic   basis  to  identify
underperforming stores for impairment of net property investment or for targeted
closing.  Mrs. Fields'  Holding'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, Mrs. Fields' Holding's policy provides
for the costs of closing  the store,  which are  predominantly  estimated  lease
termination  costs.  Lease  termination  costs include both one-time  settlement
payments and continued  contractual  payments over time under the original lease
agreements  where no settlement  can be reached with the landlord.  As a result,
although  all stores under the current exit plans will be exited by at least the
end of fiscal  year 2000,  a portion of the store  closure  reserve  will remain
until all cash payments have been made. No operating  losses are accrued for. If
and when a reserve that was  established  as part of purchase  accounting is not
fully utilized,  Mrs.  Fields' Holding reduces the reserve to zero, and goodwill
is  adjusted  for the  corresponding  amount.  Any excess  reserve  that was not
established  as part of  purchase  accounting  is  adjusted  through  the income
statement.


                                       7
<PAGE>


               MRS. FIELDS' HOLDING COMPANY, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                             (Dollars in thousands)
                                   (Unaudited)

The  following  table  presents a summary of the  activity in the store  closure
reserve during the 13 weeks ended April 1, 2000 and April 3, 1999:
<TABLE>
<CAPTION>


                           Mrs. Fields Inc. and
                            Original Cookie                   H &M                   Pretzel Time                 Great American
                        --------------------------  --------------------------  -------------------------    -----------------------
                                       Company-                     Company-                    Company-                   Company-
                          Business      Owned         Business      Owned        Business       Owned         Business     Owned
                        Combination     Stores       Combination     Stores     Combination     Stores       Combination   Stores
                            and        Unrelated       and         Unrelated       and         Unrelated        and       Unrelated
                         Subsequent       to        Subsequent        to         Subsequent       to         Subsequent      to
                        Adjustments   Acquisitions  Adjustments    Acquisitions Adjustments   Acquisitions  Adjustments Acquisitions
                        -----------   ------------  -----------    ------------ -----------   ------------  ----------- ------------

<S>                        <C>         <C>            <C>            <C>          <C>            <C>          <C>         <C>
Balance, January 1, 2000   $ 1,614     $  1,581       $   536        $    294     $   109        $    86      $  1,674    $   545

Utilization for the 13
weeks ended April 1, 2000      (89)        (174)          (48)            (29)          -              -          (157)       (30)
                           -------     --------       -------        --------     -------        -------      --------    -------

Balance, April 1, 2000     $ 1,525     $  1,407       $   488        $    265     $   109        $    86      $  1,517    $   515
                           =======     ========       =======        ========     =======        =======      ========    =======

Balance, January 2, 1999   $ 3,728     $  4,674       $   981        $    367     $   493        $   264      $  3,399    $   305

Utilization for the 13
weeks  ended April 3, 1999    (328)        (165)          (20)            (17)          -             (5)         (136)       (48)
                           -------     --------       -------        --------     -------        -------      --------    -------

Balance, April 3, 1999.    $ 3,400     $  4,509       $   961        $    350     $   493        $   259      $  3,263    $   257
                           =======     ========       =======        ========     =======        =======      ========    =======
</TABLE>



<PAGE>

               MRS. FIELDS' HOLDING COMPANY, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                             (Dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>


                                      Pretzelmaker                              Consolidated
                              ---------------------------       ----------------------------------------------
                                                                   Total          Total
                                  Business     Company-           Business      Company-
                                 Combination    Owned            Combination      Owned          Total Business
                                    and         Stores              and           Stores          Combinations
                                Subsequent     Unrelated to      Subsequent      Unrelated to     and Company-
                               Adjustments     Acquisition      Adjustments      Acquisitions    Owned Stores
                               -----------     -----------      ------------    -------------   ---------------

<S>                               <C>           <C>               <C>             <C>              <C>
Balance, January 1, 2000          $   105       $   650           $   4,038       $   3,156        $    7,194

Utilization for the 13
weeks ended April 1, 2000             (19)             -               (313)           (233)             (546)
                                  -------       --------          ---------       ---------        ----------

Balance, April 1, 2000            $    86       $    650          $   3,725       $   2,923        $    6,648
                                  =======       ========          =========       =========        ==========

Balance, January 2, 1999          $   500       $      -          $   9,101       $   5,610        $   14,711

Utilization for the 13
weeks ended April 3, 1999               -              -               (484)           (235)             (719)
                                  -------       --------          ---------       ---------        ----------

Balance, April 3, 1999            $   500       $      -          $   8,617       $   5,375        $   13,992
                                  =======       ========          =========       =========        ==========

</TABLE>

                                       8
<PAGE>


               MRS. FIELDS' HOLDING COMPANY, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                             (Dollars in thousands)
                                   (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 and April 3, 1999.  This table
does not include a summary of activity for stores Mrs.  Fields'  Holding intends
to close or franchise that were not originally  identified in connection  with a
business combination.

<TABLE>
<CAPTION>


                         Mrs. Fields Inc.
                              And
                         Original  Cookie        H&M         Pretzel Time      Great American     Pretzelmaker     Consolidated
                         ----------------- ----------------- ----------------  ----------------- ----------------- -----------------
                         To Be     To Be   To Be    To Be    To Be    To Be    To Be    To Be    To Be    To Be    To Be    To Be
                         Closed Franchised Closed Franchised Closed Franchised Closed Franchised Closed Franchised Closed Franchised
                         ------ ---------- ------ ---------- ------ ---------- ------ ---------- ------ ---------- ------ ----------
<S>                       <C>         <C>    <C>       <C>     <C>      <C>     <C>      <C>       <C>      <C>     <C>      <C>

Balance, January 1,
2000                        -         14      -         -       -        -        6        1        -        -        6       15

Stores closed or
franchised for the
13 weeks ended
April 1, 2000               -         (1)     -         -       -        -        -        -        -        -        -       (1)
                          ---         --     --        --      --       --      ---      ---       --       --      ---      ---

Balance, April 1,
2000                        -         13      -         -       -        -        6        1        -        -        6       14
                          ===         ==     ==        ==      ==       ==      ===      ===       ==       ==      ===      ===

Balance, January 2,
1999                       23         36      6         7       3        -       43       11        7        -       82       54

Stores closed or
franchised for the
13 weeks ended
April 3, 1999             (10)        (9)    (5)       (3)     (2)       -      (12)      (1)       -        -      (29)     (13)
                          ---         --     --        --      --       --      ---      ---       --       --      ---      ---

Balance, April 3, 1999     13         27      1         4       1        -       31       10        7        -       53       41
                          ===         ==     ==        ==      ==       ==      ===      ===       ==       ==      ===      ===

</TABLE>


                                       9
<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 Mrs.  Fields'
Holding intends to close or franchise that were not originally  identified to be
closed or franchised in connection with a business  combination for the 13 weeks
ended April 1, 2000, and April 3, 1999:
<TABLE>
<CAPTION>




                               Mrs. Fields Inc.
                              and Original Cookie        H&M              Pretzel Time      Great American         Consolidated
                              -------------------   -----------------   -----------------  ------------------  -------------------
                               To Be       To Be     To Be     To Be    To Be   To Be      To Be      To Be     To Be     To Be
                              Closed   Franchised   Closed  Franchised  Closed Franchised  Closed  Franchised  Closed   Franchised
                              ------   ----------   ------  ----------  ------ ----------  ------  ----------  ------   ----------
<S>                            <C>         <C>         <C>       <C>      <C>      <C>       <C>        <C>     <C>        <C>

Balance, January 1, 2000         3          4           -         -        -        1         -          -        3         5

Stores closed or franchised
during the 13 weeks ended
April 1, 2000                   (1)        (1)          -         -        -       (1)        -          -       (1)       (2)
                               ---         --          --        --       --       --        --         --      ---        --

Balance, April 1, 2000           2          3           -         -        -        -         -          -        2         3
                               ===         ==          ==        ==       ==       ==        ==         ==      ===        ==

Balance, January 2, 1999        20         10           2         1        2        3         5          -       29        14

Stores closed or franchised
during the 13 weeks ended
April 3, 1999                  (10)         -          (2)        -       (1)      (2)       (1)         -      (14)       (2)
                               ---         --          --        --       --       --        --         --      ---        --

Balance, April 3, 1999          10         10           -         1        1        1         4          -       15        12
                               ===         ==          ==        ==       ==       ==        ==         ==      ===        ==
</TABLE>


                                       10
<PAGE>



               MRS. FIELDS' HOLDING COMPANY, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                             (Dollars in thousands)
                                   (Unaudited)


     The  following  table  presents a summary of  changes in the  property  and
equipment  impairment  reserves that were  established  in  connection  with the
applicable  business  combination for the 13 weeks ended April 1, 2000 and April
3, 1999 for stores to be closed and franchised:

<TABLE>
<CAPTION>


                                                          Mrs. Fields,
                                                            Inc. and
                                                            Original                     Great
                                                           Cookie Co.       H&M        American      Pretzelmaker     Consolidated
                                                          ------------      ---        --------      ------------     ------------

<S>                                                        <C>            <C>          <C>             <C>               <C>
Balance, January 1, 2000...........................        $   2,246      $   640      $  1,427        $   169           $  4,482
Addition to impairment for the 13 weeks ended
   April 1, 2000 related to stores to be closed....               29            -            22              -                 51
Addition to impairment for the 13 weeks ended
   April 1, 2000 related to stores to be franchised               14            -            10              -                 24
Utilization for the 13 weeks ended April 1, 2000
   related to stores to be closed..................             (204)           -          (419)             -               (623)
Utilization for the 13 weeks ended April 1, 2000
   related to stores to be franchised..............             (742)        (101)          (43)             -               (886)
                                                           ---------      -------      --------        -------           --------
Balance, April 1, 2000.............................        $   1,343      $   539      $    997        $   169           $  3,048
                                                           =========      =======      ========        =======           ========

Balance, January 2, 1999...........................        $   3,844      $ 1,380      $  2,877        $   327           $  8,428
Addition to impairment for the 13 weeks ended
   April 3, 1999 related to stores to be closed....               32           5              2              -                 39
Addition to impairment for the 13 weeks ended
   April 3, 1999 related to stores to be franchised              355          11              -              -                366
Utilization for the 13 weeks ended April 3, 1999
   related to stores to be closed..................             (936)       (410)          (629)            (3)            (1,978)
Utilization for the 13 weeks ended April 3, 1999
   related to stores to be franchised..............             (623)       (277)            (6)             -               (906)
                                                           ---------      ------       --------        -------           --------
Balance, April 3, 1999.............................        $   2,672      $  709       $  2,244        $   324           $  5,949
                                                           =========      ======       ========        =======           ========

</TABLE>



                                       11
<PAGE>

               MRS. FIELDS' HOLDING COMPANY, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                   (Unaudited)



(5)  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.  The  franchising  and  licensing  segment  consists of cookie and
pretzel  stores,  which are owned and  operated  by third  parties  who pay Mrs.
Fields an initial  franchise fee and monthly  royalties based on a percentage of
gross  sales and other  licensing  activity  not  related  to cookie or  pretzel
stores. Sales and transfers between segments are eliminated in consolidation.

     Mrs.  Fields'  Holding  evaluates  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 general and administrative  expense,  other income
(expense),  interest  expense,  depreciation  and  amortization of assets to its
reportable  operating  segments.  Segment  revenue and  contribution  margin are
presented in the following table (in thousands).

<TABLE>
<CAPTION>

                                                               Company-          Franchising
                                                             Owned Stores       and Licensing          Total
                                                             ------------       -------------          -----
<S>                                                           <C>                  <C>              <C>

13 Weeks Ended April 1, 2000
----------------------------
Total revenues                                                $  33,796            $  6,106         $  39,902
Contribution margin                                               5,656               4,959            10,615

13 Weeks Ended April 3, 1999
----------------------------
Total revenues                                                $  37,129           $   6,863         $  43,992
Contribution margin                                               6,001               4,667            10,668
</TABLE>



     The  reconciliation  of  contribution  margin to net loss is as follows (in
thousands):
<TABLE>
<CAPTION>

                                                                               13 Weeks Ended     13 Weeks Ended
                                                                                April 1, 2000      April 3, 1999
                                                                               --------------     --------------

<S>                                                                               <C>               <C>
Contribution margin                                                               $  10,615         $  10,668
General and
   administrative expense                                                            (5,121)           (5,379)
Depreciation and amortization                                                        (5,670)           (5,409)
Interest expense                                                                     (6,138)           (5,649)
Other expense, net                                                                      (20)             (285)
                                                                                  ----------        ----------
Net loss                                                                          $  (6,334)        $  (6,054)
                                                                                  =========         =========
</TABLE>



                                       12
<PAGE>



               MRS. FIELDS' HOLDING COMPANY, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
                                   (Unaudited)

Geographic segment information is as follows (in thousands):
<TABLE>
<CAPTION>


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

Total revenues
--------------
13 weeks ended April 1, 2000           $ 33,796             $  -            $ 6,025           $  81
13 weeks ended April 3, 1999             37,108               21              6,774              89
</TABLE>



     Revenues from  international  franchising  and licensing are generated from
Canada and Australia with no other  countries  having  material  representation.
During the year ended January 1, 2000 all remaining international  company-owned
stores were closed.

     There  were no  customers  who  accounted  for more than 10 percent of Mrs.
Fields' Holding's total revenues or either segment's revenues.


(5)  TCBY MANAGEMENT AGREEMENT
     -------------------------

     On February  9, 2000,  Capricorn  Investors  III,  L.P.,  an  affiliate  of
Capricorn,  the  Company's  majority  shareholder,  entered into an agreement to
acquire TCBY  Enterprises,  Inc.  ("TCBY"),  a retail snack food company.  It is
expected that, if this  acquisition is completed,  Mrs. Fields will enter into a
management agreement to provide management services to TCBY. If completed,  this
acquisition  would  occur  during  the second  quarter of 2000.  There can be no
assurance  that this  acquisition  will be  completed.  Terms of the  management
agreement have not been finalized.  Management of Mrs.  Fields' Holding believes
that, if completed,  this acquisition would offer Mrs. Fields the opportunity to
sell its products in TCBY stores.



                                       13
<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"). Mrs. Fields has eight wholly owned operating subsidiaries;
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) Ltd., 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 April 1, 2000,  Mrs.  Fields'  Holding owned and operated 127 Mrs.  Fields
Cookies stores,  91 Original Cookie Company  stores,  92 Great American  Cookies
stores,  51 Hot Sam Pretzels  stores,  81 Pretzel Time stores and 4 Pretzelmaker
stores in the United States.  Additionally,  Mrs. Fields' Holding has franchised
or  licensed  852  stores in the United  States and 128 stores in several  other
countries.  As of April 1, 2000,  Mrs.  Fields'  Holding  owned and operated 421
continuing  stores and 25 stores  which are in the  process  of being  closed or
franchised.  All of the stores in the process of being closed or franchised  are
expected to be closed or franchised by the end of fiscal year 2000.

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

     All dollar amounts presented herein are stated in thousands.


Results of Operations

      The  following  table  sets  forth,  for the  periods  indicated,  certain
information  relating to the  operations of Mrs.  Fields'  Holding  expressed in
thousands of dollars and percentage  changes from period to period.  Data in the
table reflects the consolidated results of Mrs. Fields' Holding for the 13 weeks
ended  April 1,  2000 and the 13 weeks  ended  April 3,  1999.  As  supplemental
information  the table also  segregates the statement of operations  data into a
continuing  stores  and  stores in the  process  of being  closed or  franchised
format.
<TABLE>
<CAPTION>

                                                                                                               % CHG
                                                                                                                FROM
                                                                                  For the 13 Weeks Ended      1999 TO
                                                                             April 1, 2000   April 3, 1999     2000
                                                                             -------------   -------------    -------
                                                                                  (Dollars in thousands)
<S>                                                                          <C>              <C>               <C>

Statement of Operations Data:

Revenues:
     Net store and food sales..........                                      $  33,796        $  37,129          (9.0)%
     Franchising.......................                                          5,946            6,416          (7.3)
     Licensing.........................                                            160              447         (64.2)
                                                                             ---------        ---------
       Total revenues..................                                         39,902           43,992          (9.3)
                                                                             ---------        ---------

Operating Costs and Expenses:
     Selling and store occupancy costs.                                         18,320           21,393         (14.4)
     Cost of sales.....................                                         10,967           11,931          (8.1)
     General and administrative........                                          5,121            5,379          (4.8)
     Depreciation and amortization.....                                          5,670            5,409           4.8
                                                                             ---------        ---------
       Total operating costs and expenses                                       40,078           44,112          (9.1)
                                                                             ---------        ---------

Other Income (Expense):
     Interest expense..................                                         (6,138)          (5,649)          8.7
     Interest income...................                                             23               38         (39.5)
     Other expenses, net...............                                            (43)            (323)        (86.7)
                                                                             ---------        ---------
       Total other expense, net........                                         (6,158)          (5,934)          3.8
                                                                             ---------        ---------
       Net loss........................                                      $  (6,334)       $  (6,054)          4.6%
                                                                             =========        =========
</TABLE>

                                       14
<PAGE>

<TABLE>
<CAPTION>

                                                                                                               % CHG
                                                                                                                FROM
                                                                                  For the 13 Weeks Ended      1999 TO
                                                                             April 1, 2000   April 3, 1999     2000
                                                                             -------------   -------------    -------
                                                                                  (Dollars in thousands)

<S>                                                                          <C>              <C>               <C>

Supplemental Information
Continuing stores:
    Net store and food sales...........                                      $  30,964        $  32,601          (5.0)%
                                                                             ---------        ---------
    Operating costs and expenses:
      Selling and store occupancy costs                                         16,302           17,772          (8.3)
      Cost of sales....................                                          7,780            8,311          (6.4)
      Depreciation and amortization....                                          2,031            1,970           3.1
                                                                             --------         ---------
       Total operating costs and
         expenses......................                                         26,113           28,053          (6.9)
                                                                             ---------        ---------

       Continuing stores contribution..                                      $   4,851        $   4,548           6.7 %
                                                                             =========        =========

Stores in the process of being closed
or franchised:
    Net store and food sales...........                                      $   2,832        $   4,528         (37.5)%
                                                                             ---------        ---------
    Operating costs and expenses:
    Selling and store occupancy costs..                                          2,018            3,621         (44.3)
    Cost of sales......................                                            885            1,424         (37.9)
    Depreciation and amortization......                                            152              101          50.5
                                                                             ---------        ---------
       Total operating costs and
        expenses.......................                                          3,055            5,146         (40.6)
                                                                             ---------        ---------
        Stores in the process of being
         closed or franchised contribution                                   $    (223)       $    (618)        (63.9)%
                                                                             =========        =========



</TABLE>

      Store  contribution  is  determined  by  subtracting  all store  operating
expenses,  including  depreciation  from net store sales.  Management uses store
contribution  information to measure  operating  performance at the store level.
Continuing store  contribution  measures the amount of store  contribution  from
stores that Mrs.  Fields'  Holding does not intend to close or franchise.  Store
contribution  for stores in the process of being closed or  franchised  measures
the amount of store  contribution  from  stores  that Mrs.  Fields'  Holding has
determined to either close or franchise and for which Mrs.  Fields'  Holding has
included  in a store  closure  reserve.  Store  contribution  for  stores in the
process of being closed or franchised as a separate caption is not in accordance
with  accounting  principles  generally  accepted  in the United  States.  Store
contribution may not be comparable to other similarly titled measures.

13 Weeks Ended April 1, 2000 Compared to the 13 Weeks Ended April 3, 1999

      As of  April  1,  2000,  there  were  446  company-owned  stores  and  980
franchised or licensed stores in operation.  The store activity for the 13 weeks
ended April 1, 2000 and April 3, 1999 is summarized as follows:
<TABLE>
<CAPTION>



    Company-owned and Franchised or Licensed Store Activity           April 1,2000          April 3, 1999
                                                                 ---------------------  ----------------------
                                                                 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.          462         981        566         972
    Stores opened (including relocations)....................         3          35          6          31
    Stores closed (including relocations)....................       (13)        (41)       (16)        (19)
    Stores sold to franchisees...............................        (3)          3         (3)          3
    Non-continuing (exit plan) stores closed (September 18,
    1996 forward)............................................        (1)          -        (33)          -


Non-continuing (exit plan) stores franchised (September 18,          (3)          3         (6)          6
       1996 forward).........................................
    Stores acquired from franchisees.........................         1          (1)         2          (2)
                                                                    ---         ---        ---         ---
       Stores open as of the end of the 13 weeks ended.......       446         980        516         991
                                                                    ===         ===        ===         ===
</TABLE>

                                       15
<PAGE>


Revenues

     Net Store and Food Sales.  Total net store sales decreased  $3,333,  or 9.0
percent,  from $37,129 to $33,796 for the 13 weeks ended April 1, 2000  compared
to the 13 weeks ended  April 3, 1999.  For stores that had been open one year or
more, mall store sales decreased 1.5 percent when compared to the same period in
the prior  year.  The  decrease  is  primarily  due to the  Easter  holiday  not
occurring until the second quarter in fiscal 2000, and the continued  decline of
non-core brands.

      Net store sales from continuing stores,  including sales of our mail order
facility,  decreased $1,637, or 5.0 percent,  from $32,601 to $30,964 for the 13
weeks  ended April 1, 2000  compared  to the 13 weeks  ended April 3, 1999.  The
decrease in net store sales from continuing stores was primarily attributable to
the Easter  holiday not occurring  until the second  quarter in fiscal 2000, and
the continued  decline of non-core brands.  Mail order sales increased $1,237 or
112.4  percent  for the 13 weeks  ended  April 1, 2000  compared to the 13 weeks
ended April 3, 1999.  The increase was due to increased mail order sales and the
direct sales of frozen cookie dough in  supermarkets,  that had been  previously
marketed by an outside licensee.

     Net store sales from stores in the  process of being  closed or  franchised
decreased $1,696, or 37.5 percent,  from $4,528 to $2,832 for the 13 weeks ended
April 1, 2000  compared  to the 13 weeks  ended  April 3,  1999.  This  decrease
resulted  from  closing  49 stores  and  franchising  34 stores  since the first
quarter of 1999.

     Franchising Revenues.  Franchising revenues decreased $470, or 7.3 percent,
from $6,416 to $5,946 for the 13 weeks  ended  April 1, 2000  compared to the 13
weeks ended April 3, 1999.  Franchising revenues were negatively impacted by the
Easter  holiday not  occurring  until the second  quarter in fiscal 2000.  Also,
sales of cookie dough to our Great American franchisees  decreased during the 13
weeks ended April 1, 2000, compared to the 13 weeks ended April 3, 1999.

     Licensing  Revenues.  Licensing  revenues  decreased $287, or 64.2 percent,
from $447 to $160 for the 13 weeks ended April 1, 2000  compared to the 13 weeks
ended April 3, 1999.  The decrease in licensing  revenues for the 13 weeks ended
April 1, 2000 was  primarily  attributable  to no new  agreements  signed in the
first quarter of 2000.

Operating Costs and Expenses

     Selling and Store Occupancy Costs.  Total selling and store occupancy costs
decreased $3,073 or 14.4 percent, from $21,393 to $18,320 for the 13 weeks ended
April 1, 2000 compared to the 13 weeks ended April 3, 1999.

      Selling and store  occupancy  costs for  continuing  stores  decreased  by
$1,470, or 8.3 percent,  from $17,772 to $16,302 for the 13 weeks ended April 1,
2000  compared  to the 13  weeks  ended  April 3,  1999.  These  decreases  were
primarily  attributable to fewer company owned stores and cost cutting  efforts.
Selling and store  occupancy  costs as a percentage of sales decreased from 54.5
percent in 1999 to 52.7 percent in 2000.

     Selling and store occupancy costs for stores in the process of being closed
or franchised  decreased $1,603, or 44.3 percent,  from $3,621 to $2,018 for the
13 weeks ended April 1, 2000 compared to the 13 weeks ended April 3, 1999.  This
decrease was primarily the result of closing 49 stores and franchising 34 stores
since the first quarter of 1999.

     Cost of Sales.  Total food cost of sales  decreased  $964,  or 8.1 percent,
from $11,931 to $10,967 for the 13 weeks ended April 1, 2000  compared to the 13
weeks ended April 3, 1999.

     Food cost of sales for continuing  stores  decreased  $531, or 6.4 percent,
from $8,311 to $7,780 for the 13 weeks  ended April 1, 2000,  compared to the 13
weeks ended April 3, 1999. As a percentage of sales,  food costs for  continuing
stores  decreased from 25.5 percent for the 13 weeks ended April 3, 1999 to 25.1
percent for the 13 weeks ended April 1, 2000.  This  decrease was  primarily the
result of favorable raw material  prices and increased  sales prices in selected
markets.

     Food cost of sales for stores in the process of being closed or  franchised
decreased  $539,  or 37.9  percent,  from  $1,424 to $885 for the 13 weeks ended
April 1, 2000  compared to the 13 weeks ended  April 3, 1999.  This  decrease is
primarily  the result of closing 49 stores and  franchising  34 stores since the
first quarter of 1999.

     General and Administrative  Expenses.  General and administrative  expenses
decreased  $258,  or 4.8  percent,  from $5,379 to $5,121 for the 13 weeks ended
April 1, 2000  compared  to the 13 weeks ended  April 3, 1999.  The  decrease in
general  and  administrative   expenses  was  primarily  attributable  to  lower
expenditures on marketing costs.


                                       16
<PAGE>

    Depreciation and Amortization.  Total depreciation and amortization expense
increased by $261, or 4.8 percent,  from $5,409 to $5,670 for the 13 weeks ended
April 1, 2000  compared  to the 13 weeks ended  April 3, 1999.  The  increase is
primarily due to  depreciation  on the newly  installed  point of sale and other
computer equipment, depreciation of new equipment installed in continuing stores
and the acceleration of depreciation on stores in the process of being closed.

     Depreciation and amortization  expense for continuing stores increased $61,
or 3.1  percent,  from  $1,970 to $2,031  for the 13 weeks  ended  April 1, 2000
compared to the 13 weeks ended April 3, 1999. This increase in depreciation  and
amortization expense was primarily attributable to the factors mentioned above.

     Interest  Expense.  Interest  expense  increased $489 or 8.7 percent,  from
$5,649 to $6,138 for the 13 weeks ended  April 1, 2000  compared to the 13 weeks
ended April 3, 1999. The increase resulted primarily from higher interest rates.

     Other Income (Expense). Other income (expense) for the 13 weeks ended April
1, 2000 was comparable to other income (expense) for the 13 weeks ended April 3,
1999.

     Net Loss.  The net loss  increased by $280, or 4.6 percent,  from $6,054 to
$6,334 for the 13 weeks ended April 1, 2000 compared to the 13 weeks ended April
3, 1999 due to the combination of factors described above.

     Contribution  from Continuing  Stores.  Contribution from continuing stores
increased by $303, or 6.7 percent,  from $4,548 to $4,851 for the 13 weeks ended
April 1, 2000 compared to the 13 weeks ended April 3, 1999.

     Negative  Contribution  from  Stores  in the  Process  of Being  Closed  or
Franchised. The negative contribution from stores in the process of being closed
or franchised decreased by $395, or 63.9 percent,  from a loss of $618 to a loss
of $223,  for the 13 weeks  ended  April 1, 2000  compared to the 13 weeks ended
April 3, 1999.  This  decrease was  primarily  the result of losses  incurred by
stores  closed in 1999 and not  recurring in 2000.  See Note 3 to the  Unaudited
Condensed Consolidated Financial Statements for a more detailed analysis of Mrs.
Fields' Holdings store closure reserve.


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 April 1, 2000, Mrs. Fields'
Holding  has $545 of cash and cash  equivalents  on hand and  $8,282  additional
borrowings  available under its revolving credit facility.  Mrs. Fields' Holding
expects to use its  existing  cash,  cash flows from  operations  and its credit
facility to provide working  capital,  finance capital  expenditures and to meet
debt service requirements, including the June 1, 2000 interest payment. 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.

     April 1, 2000 Compared to January 1, 2000

     As of April 1, 2000, Mrs.  Fields' Holding had liquid assets (cash and cash
equivalents and accounts  receivable) of $8,702, a decrease of 32.7 percent,  or
$4,220,  from January 1, 2000 when liquid  assets were $12,922.  Cash  decreased
$4,374,  or 88.9  percent,  to $545 at April 1, 2000 from  $4,919 at  January 1,
2000.  Cash decreased  primarily  from the retirement of the Preferred  stock of
Pretzel Time, the purchase of capital assets with cash rather than using capital
lease financing,  and the payment of expenses incurred in December 1999, but not
due until January 2000.  Total  receivables at April 1, 2000 were  comparable to
the balance at January 1, 2000.

     Mrs.  Fields'  Holding's  working  capital  decreased  by  $1,051,  or 23.3
percent, to a negative $5,568 at April 1, 2000 from a negative $4,517 at January
1, 2000. This decrease is due primarily to the decrease in cash.

     Long-term assets decreased $5,559, or 2.9 percent, to $184,602, at April 1,
2000 from $190,161 at January 1, 2000. This decrease was primarily the result of
scheduled  depreciation and amortization of fixed assets,  goodwill and deferred
loan costs.

     Mrs. Fields' Holding's utilized $1,635 of cash for operating activities for
the 13 weeks ended April 1, 2000, primarily for the payment of expenses incurred
in December 1999, but not paid until January.

                                       17
<PAGE>

     Mrs. Fields' Holding utilized $1,192 of cash in investing activities during
the 13 weeks ended April 1, 2000, primarily for capital expenditures relating to
store remodels and renovations.

     Mrs. Fields' Holding utilized $1,547 of cash in financing activities during
the 13 weeks ended April 1, 2000,  primarily  for the payment of debt related to
acquisitions.  During the current  quarter,  the Preferred stock of Pretzel Time
was redeemed in full.

     The specialty cookie and pretzel  businesses do not require the maintenance
of  significant  receivables  or  inventories;  however,  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 April 1, 2000 and
April 3, 1999, Mrs. Fields expended $1,192 and $1,282, respectively, for capital
assets and expects to expend a total of approximately $9,000 in 2000. 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.


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  operations,   capital   expenditures,   the  ability  to  refinance
indebtedness,  and the sale of  assets.  These  forward-looking  statements  are
subject to risks, uncertainties and assumptions, including the following:

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


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                           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

None



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<PAGE>



                                   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 16, 2000
--------------------------------           ------------
Larry A. Hodges, President & CEO               Date


/s/Mark S. Tanner                          May 16, 2000
--------------------------------           ------------
Mark S. Tanner, Chief Financial Officer         Date
   (Principal Accounting Officer)



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