<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: 333-45179


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

<TABLE>
<S>                                                          <C>
                     DELAWARE                                                     87-0552899
---------------------------------------------------          --------------------------------------------------
(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)

</TABLE>

                                 (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.

                                    X  yes    no
                                   ---    ---

The registrant had 400 shares of common stock, $0.01 par value, outstanding at
May 15, 2001.

<PAGE>

              MRS. FIELDS' ORIGINAL COOKIES, 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........... 18

ITEM 3.   Quantitative and Qualitative Disclosure about Market Risk....................................... 22


PART II.   OTHER INFORMATION

ITEM 1.   Legal Proceedings............................................................................... 23

ITEM 6.   Exhibits and Reports on Form 8-K................................................................ 23

</TABLE>





                                       2


<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS


              MRS. FIELDS' ORIGINAL COOKIES, 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                                                           $   3,407               $   3,511
    Accounts receivable, net of allowance for doubtful accounts of $610
     and $547, respectively                                                                 3,074                   3,263
    Amounts due from franchisees and licensees, net of allowance for doubtful
       accounts of $735 and $758, respectively                                              7,151                   5,561
    Amounts due from affiliates                                                             1,391                     354
    Inventories                                                                             4,488                   4,686
    Prepaid rent and other                                                                  3,082                     549
                                                                                      -----------           -------------
                Total current assets                                                       22,593                  17,924
                                                                                      -----------           -------------
PROPERTY AND EQUIPMENT, at cost:
    Leasehold improvements                                                                 33,209                  31,100
    Equipment and fixtures                                                                 24,060                  26,234
    Land                                                                                      240                     240
                                                                                      -----------           -------------
                                                                                           57,509                  57,574
    Less accumulated depreciation and amortization                                        (32,410)                (31,597)
                                                                                      -----------           -------------
                Net property and equipment                                                 25,099                  25,977
                                                                                      -----------           -------------
GOODWILL, net of accumulated amortization of $35,500 and $33,351, respectively
                                                                                          115,315                 117,947
                                                                                      -----------           -------------
TRADEMARKS AND OTHER INTANGIBLES, net of accumulated amortization of $5,551 and
    $4,993, respectively                                                                   12,188                  12,129
                                                                                      -----------           -------------
DEFERRED LOAN COSTS, net of accumulated amortization of $7,412 and
    $6,762, respectively                                                                    7,913                   8,446
                                                                                      -----------           -------------
OTHER ASSETS                                                                                  845                     687
                                                                                      -----------           -------------
                                                                                        $ 183,953               $ 183,110
                                                                                      ===========           =============

</TABLE>



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

                                       3

<PAGE>


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

                      LIABILITIES AND STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>

                                                                                    MARCH 31,            DECEMBER 30,
                                                                                     2001                    2000
                                                                                ----------------      -----------------
<S>                                                                            <C>                  <C>
CURRENT LIABILITIES:
    Current portion of long-term debt                                                 $     663             $     658
    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                                                                      3,562                 9,756
    Accrued liabilities                                                                   2,765                 3,718
    Current portion of store closure reserve                                              1,197                 1,498
    Accrued salaries, wages and benefits                                                  3,317                 3,904
    Accrued interest payable                                                              4,725                 1,142
    Sales tax payable                                                                       637                 1,073
    Deferred credits                                                                         82                   249
                                                                                 --------------         -------------
              Total current liabilities                                                  28,865                25,888

LONG-TERM DEBT, net of current portion                                                  140,892               141,035

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

CAPITAL LEASE OBLIGATIONS, net of current portion                                         1,172                 1,412
                                                                                 --------------         -------------
              Total liabilities                                                         173,135               170,616
                                                                                 --------------         -------------

MINORITY INTEREST                                                                            43                    51
                                                                                 --------------         -------------

STOCKHOLDER'S EQUITY:
    Common stock, $.01 par value; 1,000 shares authorized and 400 shares
       outstanding                                                                          -                     -
    Additional paid-in capital                                                           61,899                61,899
    Accumulated deficit                                                                 (51,010)              (49,370)
    Accumulated other comprehensive loss                                                   (114)                  (86)
                                                                                 --------------         -------------
              Total stockholder's equity                                                 10,775                12,443
                                                                                 --------------         -------------

                                                                                      $ 183,953             $ 183,110
                                                                                 ==============         =============

</TABLE>


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


                                       4

<PAGE>

              MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES
           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                          13 WEEKS ENDED           13 WEEKS ENDED
                                                                          MARCH 31, 2001           APRIL 1, 2000
                                                                          --------------           -------------
<S>                                                                    <C>                       <C>
REVENUES:
    Net store and food sales                                                   $   32,129              $   33,796
    Franchising                                                                     5,707                   5,946
    Management fee                                                                  3,365                       -
    Licensing and other                                                             2,212                     160
                                                                             ------------            ------------
       Total revenues                                                              43,413                  39,902
                                                                             ------------            ------------

OPERATING COSTS AND EXPENSES:
    Selling and store occupancy costs                                              17,572                  18,320
    Cost of sales                                                                  10,432                  10,967
    General and administrative                                                      7,036                   5,121
    Depreciation and amortization                                                   5,332                   5,658
                                                                             ------------            ------------
       Total operating costs and expenses                                          40,372                  40,066
                                                                             ------------            ------------

          Income (loss) from operations                                             3,041                    (164)
                                                                             ------------            ------------

OTHER INCOME (EXPENSE), net:
    Interest expense                                                               (4,404)                 (4,598)
    Interest income                                                                    17                      23
    Other, net                                                                         10                     (32)
                                                                             ------------            ------------
       Total other expense, net                                                    (4,377)                 (4,607)
                                                                             ------------            ------------

          Loss before provision for income taxes and minority interest             (1,336)                 (4,771)

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

          Loss before minority interest                                            (1,342)                 (4,779)

MINORITY INTEREST                                                                       2                      (3)
                                                                             ------------            ------------
          Net loss                                                              $  (1,340)              $  (4,782)
                                                                             ============            ============

COMPREHENSIVE LOSS:
    Net loss                                                                    $  (1,340)              $  (4,782)
    Foreign currency translation adjustment                                           (28)                      -
                                                                             ------------            ------------
          Comprehensive loss                                                    $  (1,368)              $  (4,782)
                                                                             ============            ============

</TABLE>

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

                                       5

<PAGE>


              MRS. FIELDS' ORIGINAL COOKIES, 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 loss                                                                              $    (1,340)           $    (4,782)
   Adjustments to reconcile net loss to net cash used in operating activities:
         Depreciation and amortization                                                         5,332                  5,658
         Amortization of deferred loan costs and accretion of loan discount                      673                    715
         Loss on sale of assets                                                                   16                    351
         Minority interest                                                                        (8)                     3
         Changes in operating assets and liabilities:
               Accounts receivable, net                                                          189                    258
               Amounts due from franchisees and licensees, net                                (1,590)                  (412)
               Amounts due from affiliates                                                    (1,037)                     -
               Inventories                                                                       198                    413
               Prepaid rent and other                                                         (2,533)                (1,678)
               Accounts payable                                                               (6,194)                (4,771)
               Store closure reserve                                                            (376)                  (546)
               Accrued liabilities                                                              (953)                  (169)
               Accrued salaries, wages and benefits                                             (587)                  ( 92)
               Accrued interest payable                                                        3,583                  3,655
               Sales tax payable                                                                (436)                  (368)
               Deferred credits                                                                 (167)                   (10)
               Other                                                                            (158)                   132
                                                                                        ------------           ------------
                  Net cash used in operating activities                                       (5,388)                (1,643)
                                                                                        ------------           ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of property and equipment                                                        (1,903)                (1,192)
    Proceeds from the sale of assets                                                               6                      -
                                                                                        ------------           ------------
                  Net cash used in investing activities                                       (1,897)                (1,192)
                                                                                        ------------           ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Reduction of long-term debt                                                                 (161)                  (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                                                             (117)                   (11)
    Tax sharing distribution to Mrs. Fields' Holding                                            (300)                     -
    Reduction in preferred stock                                                                   -                 (1,070)
                                                                                        ------------           ------------
                  Net cash provided by (used in) financing activities                          7,209                 (1,539)
                                                                                        ------------           ------------

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

NET DECREASE IN CASH AND CASH EQUIVALENTS                                                       (104)                (4,374)
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD                                           3,511                  4,919
                                                                                        ------------           ------------
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD                                            $    3,407             $      545
                                                                                        ============           ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid for interest                                                              $       148             $      228
     Cash paid for income taxes                                                                  130                    120

</TABLE>

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

                                       6

<PAGE>


              MRS. FIELDS' ORIGINAL COOKIES, 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' Original Cookies, Inc. and subsidiaries ("Mrs.
Fields" 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 as of March 31, 2001, and the results of its
operations and its cash flows for the periods presented herein. These 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' 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. Loss per share information is not
presented as Mrs. Fields is wholly owned by Mrs. Fields' Holding Company, Inc.
("Mrs. Fields' Holding") and therefore, its shares are not publicly traded.


(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' 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' ORIGINAL COOKIES, 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 COOKIES               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>



     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 COOKIES         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 stores were closed, franchised or
removed from the store closure plan in fiscal 2000.

<TABLE>
<CAPTION>
                                        MRS. FIELDS INC. AND
                                          ORIGINAL COOKIES             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 and TCBY share costs savings obtained through the joint
purchase of ingredients, supplies and services and Mrs. Fields 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 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 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.

                                       9

<PAGE>

(5)  REPORTABLE SEGMENTS

     Management evaluates performance at Mrs. Fields 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 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 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 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 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 does
not separate the costs incurred while performing activities for the TCBY
management agreement from costs of operating Mrs. Fields, as most of Mrs.
Fields' employees support both companies, therefore the activity for managing
TCBY is not 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 AND
                                                        E-TAILING                   OTHER              TOTAL
                                                   --------------------         -------------          -----
<S>                                           <C>                            <C>                    <C>
13 WEEKS ENDED MARCH 31, 2001
Segment revenues                                            $32,129                 $7,919            $40,048
Contribution margin                                           5,026                  7,018             12,044

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 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                                   $12,044                   $10,615
Management fee revenue                                  3,365                         -
General and administrative expense                     (7,036)                   (5,121)
                                                   -----------                ----------
    EBITDA (1)                                          8,373                     5,494
Depreciation and amortization                          (5,332)                   (5,658)
Interest expense                                       (4,404)                   (4,598)
Other, net                                                 23                       (20)
                                                   -----------                ----------
    Net loss                                         $ (1,340)                 $ (4,782)
                                                   ===========                ==========

</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 assesses its financial performance and its capacity to
     service its debt.

                                      10

<PAGE>



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

<TABLE>
<CAPTION>

                                                                 INTERNATIONAL         DOMESTIC      INTERNATIONAL
                                           DOMESTIC COMPANY-        COMPANY-          FRANCHISING     FRANCHISING
TOTAL REVENUES                               OWNED STORES         OWNED STORES       AND LICENSING   AND LICENSING
--------------                               -------------       -------------       -------------   -------------
<S>                                       <C>                   <C>                <C>              <C>
13 weeks ended March 31, 2001                   $32,126                $3                 $7,855           $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' total revenues or
individual segment's revenues during the 13 weeks ended April 1, 2000.


(6)  TAX SHARING DISTRIBUTION

     The Company and Mrs. Fields Holding have entered into a tax sharing
agreement under the terms of which the Company distributed $300,000 to Mrs.
Fields' Holding during the first quarter of fiscal 2001. The Company did not
make any tax sharing distributions in the first quarter of 2000.

                                      11

<PAGE>

               SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET
                              AS OF MARCH 31, 2001
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                      PARENT         GUARANTOR      NON-GUARANTOR
                                                     COMPANY      SUBSIDIARIES       SUBSIDIARIES    ELIMINATIONS     CONSOLIDATED
                                                     -------      -------------     -------------    ------------     ------------
<S>                                                <C>          <C>               <C>              <C>               <C>
ASSETS

    CURRENT ASSETS:
       Cash and cash equivalents                   $     3,704    $      (591)      $       294     $         -        $    3,407
       Accounts receivable, net                          3,012             49                13               -             3,074
       Amounts due from franchisees and
          licensees, net                                 1,221          5,874                56               -             7,151
       Inventories                                       3,601            885                 2               -             4,488
       Other current assets and amounts due from
          (to) affiliates, net                          22,646        (17,534)             (639)              -             4,473
                                                   -----------    -----------       -----------      ----------        ----------
            Total current assets                        34,184        (11,317)             (274)              -            22,593

    PROPERTY AND EQUIPMENT, net                         22,962          2,080                57               -            25,099
    INTANGIBLES, net                                    62,515         72,698               203               -           135,416
    INVESTMENT IN SUBSIDIARIES                          65,114              -                 -         (65,114)                -
    OTHER ASSETS                                           801             44                 -               -               845
                                                   -----------    -----------       -----------      ----------        ----------
                                                   $   185,576    $    63,505       $       (14)    $   (65,114)       $  183,953
                                                   ===========    ===========       ===========     ===========        ==========

LIABILITIES AND STOCKHOLDER'S
  EQUITY (DEFICIT)

    CURRENT LIABILITIES:
       Current portion of long-term debt and
          capital lease obligations                $     1,523    $       107       $         -     $         -        $    1,630
       Bank overdraft and bank borrowings
          under the line of credit                      10,950              -                 -               -            10,950
       Accounts payable                                  1,900            347                 5           1,310             3,562
       Accrued liabilities                              13,360            646                27          (1,310)           12,723
                                                   -----------    -----------       -----------      ----------        ----------
            Total current liabilities                   27,733          1,100                32               -            28,865

    LONG-TERM DEBT AND CAPITAL LEASE
      OBLIGATIONS, net of current portion              142,025             39                 -               -           142,064
    STORE CLOSURE RESERVE, net of current
      portion                                            2,206              -                 -               -             2,206
    MINORITY INTEREST                                       43              -                 -               -                43
    STOCKHOLDER'S EQUITY (DEFICIT)                      13,569         62,366               (46)        (65,114)           10,775
                                                   -----------    -----------       -----------      ----------        ----------
                                                   $   185,576    $    63,505       $       (14)    $   (65,114)       $  183,953
                                                   ===========    ===========       ===========     ===========        ==========

</TABLE>


                                      12

<PAGE>



          SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                      FOR THE 13 WEEKS ENDED MARCH 30, 2001
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                PARENT         GUARANTOR       NON-GUARANTOR
                                                COMPANY       SUBSIDIARIES     SUBSIDIARIES       ELIMINATIONS      CONSOLIDATED
                                              ------------    ------------     -------------     --------------    --------------
<S>                                         <C>             <C>              <C>               <C>                <C>
    TOTAL REVENUES                            $     33,200    $     11,464     $         124     $       (1,375)   $    43,413
                                              ------------    ------------     -------------     --------------    -----------
    OPERATING COSTS AND EXPENSES:
       Selling and store occupancy costs            17,765              10                46               (249)        17,572
       Cost of sales                                 7,984           3,558                16             (1,126)        10,432
       General and administrative                    2,869           4,080                87                  -          7,036
       Depreciation and amortization                 3,685           1,603                44                  -          5,332
                                              ------------    ------------     -------------     --------------    -----------
            Total operating costs and
               expenses                             32,303           9,251               193             (1,375)        40,372
                                              ------------    ------------     -------------     --------------    -----------
            Income (loss) from operations              897           2,213               (69)                 -          3,041

    INTEREST EXPENSE AND OTHER, net                 (4,314)            (63)                -                  -         (4,377)
                                              ------------    ------------     -------------     --------------    -----------
       (Loss) income before provision for
         income taxes and minority interest
                                                    (3,417)          2,150               (69)                 -         (1,336)

    PROVISION FOR INCOME TAXES                          (6)              -                 -                  -             (6)
                                              ------------    ------------     -------------     --------------    -----------
       (Loss) income before minority interest       (3,423)          2,150               (69)                 -         (1,342)

    MINORITY INTEREST                                    2               -                 -                  -              2
                                              ------------    ------------     -------------     --------------    -----------
    NET (LOSS) INCOME                         $     (3,421)   $      2,150     $         (69)    $            -    $    (1,340)
                                              ============    ============     =============     ==============    ===========

</TABLE>


                                      13

<PAGE>

          SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                      FOR THE 13 WEEKS ENDED MARCH 31, 2001
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                     PARENT        GUARANTOR       NON-GUARANTOR
                                                    COMPANY       SUBSIDIARIES      SUBSIDIARIES    ELIMINATIONS      CONSOLIDATED
                                                   -----------    ------------     ------------     ------------     -------------
<S>                                              <C>            <C>              <C>               <C>             <C>
    NET CASH (USED IN) PROVIDED BY OPERATING
       ACTIVITIES                                  $   (5,013)    $     (416)      $        80      $          -     $      (5,349)
                                                   ----------     ----------       -----------      ------------     -------------
    CASH FLOWS FROM INVESTING ACTIVITIES:
          Purchase of property and equipment,
            net                                        (1,934)            (2)               (6)                -            (1,942)
          Proceeds from the sale of assets                  6              -                 -                 -                 6
                                                   ----------     ----------       -----------      ------------     -------------
               Net cash used in investing
                 activities                            (1,928)            (2)               (6)                -            (1,936)
                                                   ----------     ----------       -----------      ------------     -------------
    CASH FLOWS FROM FINANCING ACTIVITIES:
          Reduction of long-term debt and
            capital lease obligations                    (231)          (173)                -                 -              (404)
          Payment of debt financing costs                (117)             -                 -                 -              (117)
          Bank overdraft and borrowings under
            the line of credit                          7,867              -                 -               163             8,030
          Tax sharing distribution to Mrs.
            Fields' Holding                              (300)             -                 -                 -              (300)
                                                   ----------     ----------       -----------      ------------     -------------
                Net cash provided by (used in)
                   financing activities                 7,219           (173)                -               163             7,209
                                                   ----------     ----------       -----------      ------------     -------------
          Effect of foreign exchange rate
              changes on cash                               -               -              (28)               -                (28)
                                                   ----------     ----------       -----------      ------------     -------------
    NET INCREASE (DECREASE) IN CASH AND CASH
       EQUIVALENTS                                        278           (591)               46               163              (104)

    CASH AND CASH EQUIVALENTS, beginning of
       the period                                       3,426              -               248              (163)            3,511
                                                   ----------     ----------       -----------      ------------     -------------
    CASH AND CASH EQUIVALENTS, end of the
       period                                      $    3,704     $     (591)      $       294      $          -     $       3,407
                                                   ==========     ==========       ===========      ============     =============
    SUPPLEMENTAL DISCLOSURE OF
         CASH FLOW INFORMATION:
          Interest paid                            $      142     $        6       $         -                 -     $         148
          Taxes paid                                       61             69                 -                 -               130

</TABLE>

                                      14

<PAGE>



               SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET
                             AS OF DECEMBER 30, 2000
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                  PARENT       GUARANTOR       NON-GUARANTOR
                                                 COMPANY      SUBSIDIARIES      SUBSIDIARIES      ELIMINATIONS      CONSOLIDATED
                                               -----------    ------------     -------------      ------------      ------------
<S>                                          <C>             <C>              <C>                <C>              <C>
ASSETS

    CURRENT ASSETS:
       Cash and cash equivalents               $    3,426     $         -       $       248       $       (163)     $      3,511
       Accounts receivable, net                     3,032             233                71                (73)            3,263
       Amounts due from franchisees and
          licensees, net                            1,229           4,332                  -                 -             5,561
       Inventories                                  3,973             709                 4                  -             4,686
       Other current assets and amounts due
          from (to) affiliates, net                19,335         (17,888)             (544)                 -               903
                                               ----------     -----------       -----------       ------------      ------------
            Total current assets                   30,995         (12,614)             (221)              (236)           17,924

    PROPERTY AND EQUIPMENT, net                    23,695           2,187                95                  -            25,977
    INTANGIBLES, net                               64,037          74,269               216                  -           138,522
    INVESTMENT IN SUBSIDIARIES                     65,011               -                 -            (65,011)                -
    OTHER ASSETS                                      545              44                 -                 98               687
                                               ----------     -----------       -----------       ------------      ------------
                                               $  184,283     $    63,886       $        90       $    (65,149)     $    183,110
                                               ==========     ===========       ===========       ============      ============

LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES:
    Current portion of long-term debt and
       capital lease obligations               $        -     $         -       $       -         $      1,628     $       1,628
    Accounts payable and bank overdraft             5,390             542                 7              6,737            12,676
    Accrued liabilities                            15,637           1,149                25             (5,227)           11,584
                                               ----------     -----------       -----------       ------------      ------------
            Total current liabilities              21,027           1,691                32             (3,138)           25,888

LONG-TERM DEBT AND CAPITAL LEASE
    OBLIGATIONS, net of current portion           143,894             430                -              (1,877)          142,447
STORE CLOSURE RESERVE, net of current
    portion                                         3,779               -                -              (1,498)            2,281
MINORITY INTEREST                                       -               -                -                  51                51
STOCKHOLDER'S EQUITY                               15,583          61,765                58            (64,963)           12,443
                                               ----------     -----------       -----------       ------------      ------------
                                               $  184,283     $    63,886       $        90       $    (65,149)     $    183,110
                                               ==========     ===========       ===========       ============      ============

</TABLE>

                                      15

<PAGE>



          SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                      FOR THE 13 WEEKS ENDED APRIL 1, 2000
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                PARENT        GUARANTOR       NON-GUARANTOR
                                                COMPANY     SUBSIDIARIES      SUBSIDIARIES      ELIMINATIONS      CONSOLIDATED
                                               ----------   ------------      -------------    -------------      ------------
<S>                                          <C>           <C>             <C>               <C>                <C>
    NET REVENUES                               $   34,993    $    6,115       $       168      $      (1,374)     $     39,902
                                               ----------    ----------       -----------      -------------      ------------
    OPERATING COSTS AND EXPENSES:
       Selling and store occupancy costs           18,576             -                47              (303)            18,320
       Cost of sales                                9,721         2,302                15            (1,071)            10,967
       General and administrative                   5,014            58                49                -               5,121
       Depreciation and amortization                4,058         1,593                 7                -               5,658
                                               ----------    ----------       -----------      -------------      ------------
            Total operating costs and
               expenses                            37,369         3,953               118            (1,374)            40,066
                                               ----------    ----------       -----------      -------------      ------------
            Income (loss) from operations          (2,376)        2,162                50                -                (164)

    INTEREST EXPENSE AND OTHER, net                (4,466)         (141)                -                -              (4,607)
                                               ----------    ----------       -----------      -------------      ------------
       (Loss) income before provision for
         income taxes and minority interest        (6,842)        2,021                50                -              (4,771)

    PROVISION FOR INCOME TAXES                         (8)           -                  -                -                  (8)
                                               ----------    ----------       -----------      -------------      ------------
       (Loss) income before minority interest      (6,850)        2,021                50                -              (4,779)

    MINORITY INTEREST                                                -                 -                 (3)                (3)
                                               ----------    ----------       -----------      -------------      ------------
    NET (LOSS) INCOME                          $   (6,850)   $    2,021       $        50      $         (3)      $     (4,782)
                                               ==========    ==========       ===========      =============      ============

</TABLE>


                                      16

<PAGE>



          SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                      FOR THE 13 WEEKS ENDED APRIL 1, 2000
                                   (UNAUDITED)
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                    PARENT      GUARANTOR     NON-GUARANTOR
                                                   COMPANY     SUBSIDIARIES    SUBSIDIARIES      ELIMINATIONS     CONSOLIDATED
                                                 -----------   ------------   -------------      ------------     ------------
<S>                                            <C>            <C>             <C>              <C>              <C>
    NET CASH PROVIDED BY (USED IN) OPERATING
       ACTIVITIES                                $   (2,781)   $    1,049       $        89       $         -     $     (1,643)
                                                 ----------    ----------       -----------       -----------     ------------
    CASH FLOWS FROM INVESTING ACTIVITIES:

          Purchase of property and
            equipment, net                           (1,080)         (112)                -                 -           (1,192)
                                                 ----------    ----------       -----------       -----------     ------------
    CASH FLOWS FROM FINANCING ACTIVITIES:
          Reduction of long-term debt and
            capital lease obligations                  (358)         (100)               -                  -             (458)
          Payment of debt financing fees                (11)            -                -                  -              (11)
          Reduction in preferred stock                    -        (1,070)               -                  -           (1,070)
                                                 ----------    ----------       -----------       -----------     ------------
                Net cash used in financing
                   activities                          (369)       (1,170)               -                  -           (1,539)
                                                 ----------    ----------       -----------       -----------     ------------
    NET INCREASE (DECREASE) IN CASH AND CASH
       EQUIVALENTS                                   (4,230)         (233)               89                 -           (4,374)

    CASH AND CASH EQUIVALENTS, beginning of
       the period                                     3,886           792               241                 -            4,919
                                                 ----------    ----------       -----------       -----------     ------------
    CASH AND CASH EQUIVALENTS, end of the
       period                                    $     (344)   $      559       $       330       $         -     $        545
                                                 ==========    ==========       ===========       ===========     ============

    SUPPLEMENTAL DISCLOSURE OF
         CASH FLOW INFORMATION:

          Interest paid                          $      228    $        -       $         -       $         -     $        228
          Taxes paid                                     80            40                 -                 -              120

</TABLE>



                                      17

<PAGE>



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

OVERVIEW

     Mrs. Fields' Original Cookies, Inc. ("Mrs. Fields" or the "Company"), a
Delaware corporation, is a wholly owned subsidiary of Mrs. Fields' Holding
Company, Inc. ("Mrs. Fields' Holding").  Mrs. Fields' Holding is a majority
owned subsidiary of Capricorn Investors II, L.P. ("Capricorn "). 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 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 owned and operated
143 Mrs. Fields Cookies stores, 68 Original Cookie Company stores, 94 Great
American Cookies stores, 43 Hot Sam Pretzels stores, 73 Pretzel Time stores and
5 Pretzelmaker stores in the United States. Additionally, Mrs. Fields 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 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. Under the TCBY Management Agreement, Mrs. Fields 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' business follows seasonal trends and is also affected by
climate and weather conditions which in turn affects mall traffic. Because Mrs.
Fields' stores are heavily concentrated in shopping malls, Mrs. Fields' sales
performance is significantly dependent on the performance of those malls. Mrs.
Fields typically experiences its highest revenues in the fourth quarter of the
calendar year due to the holiday season.


                                      18

<PAGE>




RESULTS OF OPERATIONS

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

<TABLE>
<CAPTION>

                                                                              CHANGE
                                             FOR THE 13 WEEKS ENDED            FROM
                                          MARCH 31, 2001  APRIL 1, 2000     2000 TO 2001
                                          --------------  -------------     ------------
<S>                                      <C>              <C>              <C>
STATEMENT OF OPERATIONS DATA:

REVENUES:
     Net store and food sales..........  $   32,129        $   33,796            (4.9)%
     Franchising.......................       5,707             5,946            (4.0)
     Management fee revenue............       3,365                 -
     Licensing and other...............       2,212               160
                                        -----------      ------------
       Total revenues..................      43,413            39,902             8.8
                                        -----------       -----------

OPERATING COSTS AND EXPENSES:
     Selling and store occupancy costs.      17,572            18,320            (4.1)
     Cost of sales.....................      10,432            10,967            (4.9)
     General and administrative........       7,036             5,121            37.4
     Depreciation and amortization.....       5,332             5,658            (5.8)
                                        ------------      -----------
       Total operating costs and
           expenses                          40,372            40,066             0.8
                                        ------------      -----------
OTHER INCOME (EXPENSE):
     Interest expense..................      (4,404)           (4,598)           (4.2)
     Interest income...................          17                23           (26.1)
     Other, net........................           6               (43)
                                        ------------      -----------
       Total other, net                      (4,381)           (4,618)           (5.1)
                                        ------------      -----------
       Net loss........................  $   (1,340)       $   (4,782)          (72.0)
                                         ===========       ==========

</TABLE>

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

     As of March 31, 2001, there were 426 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              420       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                    426       960         446         980
                                                                    ===       ===         ===         ===

</TABLE>

REVENUES

         NET STORE AND FOOD SALES. Total net store sales decreased $1.7 million,
or 4.9 percent, from $33.8 million to $32.1 million for the 13 weeks ended March
31, 2001 compared to the 13 weeks ended April 1, 2000. The decrease was due
primarily to 20, or 4.5 percent, fewer stores open at March 31, 2001 compared to
April 1, 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.

         FRANCHISING REVENUES. Franchising revenues decreased $239,000, or 4.0
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

                                      19

<PAGE>

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 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 decreased $748,000 or 4.1 percent, from $18.3 million to $17.6 million for
the 13 weeks ended March 31, 2001 compared to the 13 weeks ended April 1, 2000.
The decrease is attributable to 20, or 4.5 percent, fewer stores open at March
31, 2001 compared to April 1, 2000.

         COST OF SALES. Total cost of sales decreased $535,000, or 4.9 percent,
from $11.0 million to $10.4 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 fewer stores open during the 13 weeks ended March 31, 2001, compared
to the prior period.

         GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses increased $1.9 million, or 37.4 percent, from $5.1 million to $7.0
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 $326,000 or 5.8 percent, from $5.7 million to $5.3
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 decreased by $49,000, from $43,000 expense to $6,000 of income for the
13 weeks ended March 31, 2001 compared to the 13 weeks ended April 1, 2000.
The decrease is primarily attributable to a loss on stores closed or
franchised in the previous year.

LIQUIDITY AND CAPITAL RESOURCES

         GENERAL

      Mrs. Fields' principal sources of liquidity are cash flows from operating
activities, cash on hand and available borrowings under Mrs. Fields' existing
revolving credit facility. As of March 31, 2001, Mrs. Fields had $3.4 million of
cash and cash equivalents on hand and $4.7 million additional borrowings
available under its revolving credit facility. Mrs. Fields 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 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' business will
continue to generate cash flows at or above current levels.

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<PAGE>

MARCH 31, 2001 COMPARED TO DECEMBER 30, 2000

      As of March 31, 2001, Mrs. Fields had liquid assets (cash and cash
equivalents and receivables) of $14.2 million, an increase of 12.7 percent, or
$1.6 million, from December 30, 2000 when liquid assets were $12.6 million. Cash
decreased $104,000, or 3.0 percent, to $3.4 million at March 31, 2001 from $3.5
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' working capital decreased by $1.7 million, or 21.2
percent, to a deficit of $6.3 million at March 31, 2001 from a deficit of
$8.0 million at December 30, 2000. This decrease is due to a $4.7 million
increase in current assets, primarily balances due from franchises and
licensees and prepaid expenses, compared to a $3.0 million increase in
current liabilities, primarily bank overdraft, bank borrowings under the line
of credit and accrued interest.

      Long-term assets decreased $3.9 million, or 2.2 percent, to $161.2 million
at March 31, 2001 from $165.2 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' operating activities used cash of $5.4 million for the 13
weeks ended March 31, 2001, primarily from the payment of expenses incurred
during the busy holiday season in December 2000, but not paid until January.

      Mrs. Fields 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 obtained $7.2 million in cash from financing activities during
the 13 weeks ended March 31, 2001. Cash was used primarily to pay expenses in
January that were incurred in December 2000.

      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
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' working capital. During the 13 weeks ended March 31, 2001 and
April 1, 2000, Mrs. Fields expended cash of $1.9 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' 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' employees
are paid hourly wages at the Federal minimum wage level. Minimum wage increases
will negatively impact Mrs. Fields' 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.

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<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' 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 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, 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.


                                      22

<PAGE>



                           PART II - OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

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

      Mrs. Fields' 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

                                   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' ORIGINAL COOKIES, 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)














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