<PAGE>

==============================================================================
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                       
                                                                            
                                  FORM 10-Q

/X/             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934.

               For the Quarterly Period Ended February 28, 1998

                                      OR

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

                             Commission File Number
                                  333-33751

                            ----------------------

                         ARCHIBALD CANDY CORPORATION

 Incorporated in the                        IRS Employer Identification No.
 State of  Illinois                                  36-0743280

                        1137 West Jackson Boulevard
                          Chicago, Illinois  60607
                               (312) 243-2700


      Indicate by check 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        
                                                     ---           ---
                                            
      As of February 28, 1998, the number of shares outstanding of the 
registrant's Common Stock was 19,200 shares, all of which is held by 
Fannie May Holdings, Inc.

==============================================================================

<PAGE>

                             ARCHIBALD CANDY CORPORATION

                                     FORM 10-Q

                       FOR THE QUARTER ENDED FEBRUARY 28, 1998

                                        INDEX
                                        -----
<TABLE>
<CAPTION>
                                                                     PAGE NO.
                                                                     --------
<S>                                                                  <C>
PART I - FINANCIAL INFORMATION:
------------------------------
     ITEM 1 - FINANCIAL STATEMENTS

          BALANCE SHEETS - FEBRUARY 28, 1998 (UNAUDITED) AND
            AUGUST 30, 1997                                               1 

          STATEMENTS OF OPERATIONS - THREE MONTH PERIODS
               ENDED FEBRUARY 28, 1998 (UNAUDITED) AND
                 MARCH 01, 1997 (UNAUDITED)                               3
                                                  
          
          STATEMENTS OF OPERATIONS - SIX MONTH PERIODS
               ENDED FEBRUARY 28, 1998 (UNAUDITED) AND
                 MARCH 01, 1997 (UNAUDITED)                               4


          STATEMENTS OF CASH FLOWS - SIX MONTH PERIODS
               ENDED FEBRUARY 28, 1998 (UNAUDITED) AND 
                 MARCH 01, 1997 (UNAUDITED)                               5


          NOTES TO FINANCIAL STATEMENTS                                   6


     ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
               FINANCIAL CONDITION AND RESULTS OF OPERATIONS              7


PART II - OTHER INFORMATION:
----------------------------
     
     ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K                           11

SIGNATURES                                                               12
</TABLE>

       THIS REPORT UPDATES ARCHIBALD CANDY CORPORATION'S ANNUAL REPORT ON FORM 
10-K FOR THE FISCAL YEAR ENDED AUGUST 30, 1997, IN ACCORDANCE WITH THE 
INSTRUCTIONS TO FORM 10-Q.  IT IS PRESUMED THAT THE READER HAS READ THE 
ANNUAL REPORT ON FORM 10-K.

       SOME INFORMATION INCLUDED IN THIS REPORT MAY CONSTITUTE 
FORWARD-LOOKING STATEMENTS THAT INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES. 
FROM TIME TO TIME, INFORMATION PROVIDED BY ARCHIBALD CANDY CORPORATION OR 
STATEMENTS MADE BY ITS EMPLOYEES MAY CONTAIN OTHER FORWARD-LOOKING 
STATEMENTS. FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM 
THE FORWARD-LOOKING STATEMENTS INCLUDE, BUT ARE NOT LIMITED TO: GENERAL 
ECONOMIC  CONDITIONS INCLUDING INFLATION, INTEREST RATE FLUCTUATIONS, TRADE 
RESTRICTIONS, AND GENERAL DEBT LEVELS; COMPETITIVE FACTORS INCLUDING PRICE 
PRESSURES, TECHNOLOGICAL DEVELOPMENTS, AND PRODUCTS OFFERED BY COMPETITORS; 
INVENTORY RISKS DUE TO CHANGES IN MARKET DEMAND OR BUSINESS STRATEGIES; AND 
CHANGES IN EFFECTIVE TAX RATES.  READERS ARE CAUTIONED NOT TO PLACE UNDUE 
RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE 
MADE.  ARCHIBALD CANDY CORPORATION UNDERTAKES NO OBLIGATION TO PUBLICLY 
UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW 
INFORMATION, FUTURE EVENTS, OR OTHERWISE.

<PAGE>

PART 1 - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                         Archibald Candy Corporation
            (A Wholly Owned Subsidiary of Fannie May Holdings, Inc.)
 
                                 Balance Sheets
 
                  As of February 28, 1998 and August 30, 1997
 
<TABLE>
<CAPTION>
                                     FEBRUARY 28,   AUGUST 30,
                                          1998         1997
                                     -------------  ------------
                                       (DOLLARS IN THOUSANDS)
                                      (Unaudited)
<S>                                  <C>            <C>
ASSETS
Current assets:
  Cash and cash equivalents          $     27,805   $    15,801
  Accounts receivable, net                  4,382           576
  Inventories                              17,647        18,965
  Prepaid expenses and other
    current assets                          1,198           791
                                     -------------  ------------
Total current assets                       51,032        36,133
 
Due from affiliate                            825           825
Property, plant, and equipment             20,559        20,330
Goodwill                                   31,493        31,960
Noncompete agreements and other
  intangibles                                 118           127
Deferred financing fees                     3,951         4,166
Other assets                                2,021         2,119
                                     -------------  ------------
Total assets                         $    109,999   $    95,660
                                     -------------  ------------
                                     -------------  ------------
</TABLE>

                                    -1-

<PAGE>
 
<TABLE>
<CAPTION>
                                     FEBRUARY 28,   AUGUST 30,
                                          1998         1997
                                     -------------  ------------
                                       (DOLLARS IN THOUSANDS)
                                      (Unaudited)
<S>                                  <C>            <C>
LIABILITIES AND SHAREHOLDER'S EQUITY (DEFICIT)
Current liabilities:
  Accounts payable                   $      5,019   $      4,769
  Accrued liabilities                       6,554          4,964
  Payroll and related liabilities           2,287          2,025
  Current portion of capital lease
    obligations                               203            376
                                     -------------  ------------
Total current liabilities                  14,063         12,134
 
Long-term debt                            100,000        100,000
Capital lease obligations, less
  current portion                              73            145
 
Shareholder's equity (deficit):
  Common stock, $0.01 par value:
    Authorized -- 25,000 shares
    Issued and outstanding --
      19,200 shares                            --             --
  Additional paid-in-capital               18,700         18,700
  Accumulated deficit                     (22,837)       (35,319)
                                     -------------  ------------
Total shareholder's equity
  (deficit)                               ( 4,137)       (16,619)
                                     -------------  ------------
Total liabilities and shareholder's
  equity (deficit)                   $    109,999   $     95,660
                                     -------------  ------------
                                     -------------  ------------
</TABLE>
 
See accompanying notes.
 
                                      -2-

<PAGE>
                          Archibald Candy Corporation
            (A Wholly Owned Subsidiary of Fannie May Holdings, Inc.)
 
                            Statements of Operations
 
                                  (Unaudited)
 
<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED
                                        ----------------------------
                                        FEBRUARY 28,     MARCH 01,
                                            1998           1997
                                        -------------  -------------
                                           (DOLLARS IN THOUSANDS)
<S>                                     <C>            <C>
Net sales                               $     58,397   $     56,180
Cost of sales, excluding depreciation         19,375         18,858
Selling, general, and administrative
  expenses, excluding depreciation and
  amortization                                19,373         19,413
Depreciation and amortization expense          1,191          1,155
Amortization of goodwill and other
  intangibles                                    420            402
Management fees and other fees                   129            117
                                        -------------  -------------
Operating income                              17,909         16,235
 
Other (income) and expense:
  Interest expense                             2,630          2,203
  Interest and other income and
    expense                                     (385)          (135)
                                        -------------  -------------
Income before income taxes                    15,664         14,167
Provision for income taxes                        79             86
                                        -------------  -------------
Net Income                              $     15,585  $      14,081
                                        -------------  -------------
                                        -------------  -------------
</TABLE>
 
See accompanying notes.
 
                                      -3-

<PAGE>
                          Archibald Candy Corporation
            (A Wholly Owned Subsidiary of Fannie May Holdings, Inc.)
 
                            Statements of Operations
 
                                  (Unaudited)
 
<TABLE>
<CAPTION>
                                             SIX MONTHS ENDED
                                        ----------------------------
                                        FEBRUARY 28,     MARCH 01,
                                            1998           1997
                                        -------------  -------------
                                           (DOLLARS IN THOUSANDS)
<S>                                     <C>            <C>
Net sales                               $     85,570   $     81,072
Cost of sales, excluding depreciation         29,970         27,568
Selling, general, and administrative
  expenses, excluding depreciation and
  amortization                                34,823         34,457
Depreciation and amortization expense          2,382          2,310
Amortization of goodwill and other
  intangibles                                    840            805
Management fees and other fees                   258            234
                                        -------------  -------------
Operating income                              17,297         15,698
 
Other (income) and expense:
  Interest expense                             5,259          4,605
  Interest and other income and
    expense                                     (610)          (177)
                                        -------------  -------------
Income before income taxes                    12,648         11,270
Provision for income taxes                       166            283
                                        -------------  -------------
Net Income                              $     12,482  $      10,987
                                        -------------  -------------
                                        -------------  -------------
</TABLE>
 
See accompanying notes.
 
                                      -4-



<PAGE>
                          Archibald Candy Corporation
            (A Wholly Owned Subsidiary of Fannie May Holdings, Inc.)
                             Statements of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                             SIX MONTHS ENDED
                                        ----------------------------
                                        FEBRUARY 28,     MARCH 01,
                                            1998           1997
                                        -------------  -------------
                                           (DOLLARS IN THOUSANDS)
<S>                                     <C>            <C>
OPERATING ACTIVITIES
Net income                              $     12,482   $     10,987
Adjustments to reconcile net income to
  net cash provided by operating
  activities:
  Depreciation and amortization                3,222          3,115
  Changes in operating assets and
     liabilities:
       Accounts receivable, net               (3,806)        (3,197)
       Inventories                             1,318          2,674
       Prepaid expenses and other
        current assets                          (408)          (198)
       Other assets                               98             95
       Accounts payable and accrued
         liabilities                           2,102            757
                                        -------------  -------------
Net cash provided by operating activities     15,008         14,233
 
INVESTING ACTIVITIES
Purchase of property, plant, and
  equipment                                   (2,377)        (1,180)
                                        -------------  -------------
Net cash used in investing activities         (2,377)        (1,180)
 
FINANCING ACTIVITIES
Net increase (decrease)in revolving line of
  credit                                          --         (9,100)
Repayments of long-term debt                      --         (1,393)
Principal payments of capital lease
  obligations                                   (245)          (165)
Costs related to refinancing                    (382)            --
                                        -------------  -------------
Net cash used in
  financing activities                          (627)       (10,658)
                                        -------------  -------------
Net increase in cash and cash
  equivalents                                 12,004          2,395
Cash and cash equivalents beginning of
  period                                      15,801            380
                                        -------------  -------------
Cash and cash equivalents end of
  period                                $     27,805   $      2,775
                                        -------------  -------------
                                        -------------  -------------
SUPPLEMENTAL SCHEDULE OF CASH
  TRANSACTIONS
Interest paid                           $      4,705   $      1,747
                                        -------------  -------------
                                        -------------  -------------
</TABLE>
See accompanying notes.
                                      -5-
<PAGE>

                          Archibald Candy Corporation
            (A Wholly Owned Subsidiary of Fannie May Holdings, Inc.)
                                       

                         Notes to Financial Statements

                               February 28, 1998
                            (DOLLARS IN THOUSANDS)


1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

     Archibald Candy Corporation (the "Company") is a manufacturer and 
retailer of boxed chocolates and other confectionery items. The Company sells 
its Fannie May and Fanny Farmer brand candies in over 300 Company-operated 
stores and approximately 6,000 third-party grocery stores, drug stores and 
independent retail accounts as well as through a variety of non-retail 
programs, including quantity order, mail order and fundraising programs.  The 
Company is a wholly owned subsidiary of Fannie May Holdings, Inc.

     The interim financial statements included herein have been prepared 
pursuant to the rules and regulations of the Securities and Exchange 
Commission. Certain information and footnote disclosures normally included in 
annual financial statements prepared in accordance with generally accepted 
accounting principles have been condensed or omitted pursuant to such rules 
and regulations, although the Company believes these disclosures are adequate 
to make the information presented not misleading. In the opinion of 
management, all adjustments necessary for fair presentation for the periods 
presented have been reflected and are of a normal recurring nature. These 
financial statements should be read in conjunction with the financial 
statements and notes thereto for the year ended August 30, 1997.

     Results of operations for the period from August 30, 1997 to February 
28, 1998 are not necessarily indicative of the results that may be achieved for
the entire year.

2. INVENTORIES

     Inventories at February 28, 1998 and August 30, 1997 are comprised of 
the following:

<TABLE>
<CAPTION>
                                             FEBRUARY 28,    AUGUST 30,
                                                1998           1997
                                             ------------    ----------
        <S>                                  <C>              <C>
        Raw materials ..................        $ 8,792       $ 7,688
        Work in process ................            275           218
        Finished goods .................          8,580        11,059
                                             ------------    ----------
                                                $17,647       $18,965
                                             ------------    ----------
                                             ------------    ----------
</TABLE>

3. DEBT

     Debt at February 28, 1998 and August 30, 1997 is comprised of $100 
million of 10.25% senior secured notes due July 1, 2004.


                                       -6-


<PAGE>


4. INCOME TAXES

     The provision for income taxes differs from the amount of income tax
     expense computed by applying the United States federal income tax rate due
     to the benefit of the net operating losses that were not recognized in
     prior periods.  


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

RESULTS OF OPERATIONS

THREE MONTHS ENDED FEBRUARY 28, 1998 COMPARED TO THE THREE MONTHS ENDED 
MARCH 01, 1997

     NET SALES.  Net sales for the three months ended February 28, 1998 were 
$58.4 million, an increase of  $2.2 million, or 3.9%, from $56.2 million for 
the three months ended March 01, 1997.  Pounds sold were 5.3 million for 
the three months ended February 28, 1998, an increase of .1 million, or .6%, 
from 5.2 million pounds sold for the three months ended March 01, 1997.  
The growth in pounds came in Company-Operated Retail (1). Company-Operated
Retail sales were $41.3 million for the three months ended February 28, 1998, an
increase of $1.9 million, or 4.9%, from $39.4 million for the three months ended
March 01, 1997.  This increase was primarily a result of same store sales growth
of 5.7%, partially offset by 14 fewer Company-operated stores open at February
28, 1998 compared to March 01, 1997.  For the three months ended February 28,
1998, Third-Party Retail sales were $7.7 million, a decrease of $.1 million, or 
1.7%, from $7.8 million for the three months ended March 01, 1997. Non-Retail
sales were $9.4 million, an increase of $.4 million, or 4.6%, from $ 9.0 million
for the three months ended March 01, 1997.  The increase was primarily a result
of the growth in the fundraising boxed chocolate business.

     GROSS PROFIT.   Gross profit for the three months ended February 28, 
1998 was $39.0 million, an increase of $1.7 million, or 4.6%, from $37.3 
million for the three months ended March 01, 1997.  Gross profit as a 
percentage of net sales increased to 66.8% for the three months ended 
February 28, 1998 from 66.4% for the three months ended March 01, 1997. This 
increase in gross profit was due primarily to an overall increase in net 
sales and product mix.

     SELLING, GENERAL AND ADMINISTRATIVE.   SG&A expenses were $19.4 million 
for the three months ended on each of February 28, 1998, and March 01, 1997.
As a percentage of net sales, SG&A expenses decreased to 33.2% for the three
months ended February 28, 1998 from 34.6% for the three months ended March 01,
1997.

                                        -7-

<PAGE>

      EBITDA.   Earnings before interest, income taxes, depreciation, and 
amortization ("EBITDA") was $19.6 million for the three months ended February 
28, 1998 and $17.9 million for the three months ended March 01, 1997, an 
increase of $1.7 million or 9.5%.  As a percentage of net sales, EBITDA was 
33.5% for the three months ended February 28, 1998 as compared to 31.8% for 
the three months ended March 01, 1997.

----------------------------

(1)  Company-Operated Retail includes sale of Company branded products through
     Company-Operated Fannie May and Fanny Farmer stores.




       OPERATING INCOME.   Operating income was $17.9 million for the three
months ended February 28, 1998, an increase of $1.7 million, or 10.3%, from 
income of $16.2 million for the three months ended March 01, 1997.  This 
increase was a result of an overall increase in gross profit.

      NET INCOME.   Net income was $15.6 million for the three months ended 
February 28, 1998 and $14.1 million for the three months ended March 01, 1997,
an increase of $1.5 million or 10.7%. Interest expense was $2.6 million for the
three months ended February 28, 1998, an increase of $.4 million or 19.3% from
$2.2 million for the three months ended March 01, 1997.  This increase is a
result of the increase in long-term debt.





                                       -8-

<PAGE>


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

RESULTS OF OPERATIONS

SIX MONTHS ENDED FEBRUARY 28, 1998 COMPARED TO THE SIX MONTHS ENDED 
MARCH 01, 1997

     NET SALES.  Net sales for the six months ended February 28, 1998 were 
$85.6 million, an increase of  $4.5 million, or 5.5%, from $81.1 million for 
the six months ended March 01, 1997.  Each of the Company-Operated Retail, 
Third-Party Retail (2) and Non-Retail (3) channels showed an increase in pounds 
sold over the prior six month period. Company-Operated Retail sales were 
$57.5 million for the six months ended February 28, 1998, an increase of $2.1 
million, or 3.9%, from $55.4 million for the six months ended March 01, 1997. 
This increase was primarily the result of same store sales growth of 5.2%, 
partially offset by 14 fewer Company-operated stores open at February 28,1998 
compared to March 01, 1997.  For the six months ended February 28, 1998, 
Third-Party Retail sales were $13.8 million, an increase of  $1.1 million, or 
8.1%, from $12.7 million for the six months ended March 01, 1997.  This 
increase reflects the continued results of management's strategy to expand 
Third-Party Retail sales into new markets, including providing Fanny Farmer 
branded products to mass merchandisers and developing Fannie May product line 
extensions.  For the six months ended February 28, 1998, Non-Retail sales 
were $14.3 million, an increase of $1.3 million, or 10.1%, from $ 13.0 
million for the six months ended March 01, 1997.  This increase was primarily 
a result of the growth in the fundraising boxed chocolate business. Pounds 
sold were 8.3 million for the six months ended February 28, 1998, an increase 
of .3 million, or 3.9%, from 8.0 million pounds sold for the six months ended 
March 01, 1997.  

     GROSS PROFIT.   Gross profit for the six months ended February 28, 
1998 was $55.6 million, an increase of $2.1 million, or 3.9%, from $53.5 
million for the six months ended March 01, 1997.  Gross profit as a 
percentage of net sales decreased to 65.0% for the six months ended 
February 28, 1998 from 66.0% for the six months ended March 01, 1997.  
This decrease in gross profit was due primarily to an increase in product 
costs and a continuing shift from Company-Operated Retail sales to lower 
margin Third-Party Retail and Non-Retail sales.

     SELLING, GENERAL AND ADMINISTRATIVE.   SG&A expenses were $34.8 million 
for the six months ended February 28, 1998, an increase of  $.4 million, or 
1.1%, from $34.4 million for the six months ended March 01, 1997. This 
increase in SG&A expenses was due primarily to (i) an increase in Third-Party 
Retail operating expenses resulting from growth of the Fanny Farmer mass 
merchandising programs and (ii) the development of retail licensing and 
specialty markets programs.  The retail licensing program markets nationally to
licensed kiosk holders a variety of boxed and novelty items which are 
sold to consumers on a seasonal holiday basis. The specialty markets 
program markets nationally to department stores, card and gift stores and 
direct mail catalog companies a variety of boxed and novelty items intended 
to meet consumer demand in the mid-priced segment of the specialty markets.  
The increase in SG&A expenses was partially offset by lower store operating 
costs resulting from store closings.  As a percentage of net sales, SG&A 
expenses decreased to  40.7% for the six months ended February 28, 1998 
from 42.5% for the six months ended March 01, 1997.

     

                                    -9-

<PAGE>

     EBITDA.   EBITDA was $20.6 million for the six months ended February 28, 
1998 and $18.9 million for the six months ended March 01, 1997, an increase 
of $1.7 million or 9.0%.  As a percentage of net sales, EBITDA was 24.1% for 
the six months ended February 28, 1998 as compared to 23.4% for the six 
months ended March 01, 1997.

--------------------------


     (2)  Third-Party Retail includes grocery stores, drug stores and other
          independent retailers that purchase the Company's branded products at
          wholesale pricing for resale to the consumer.

     (3)  Non-Retail includes sale of Company branded product through the 
          Company's quantity order, mail order and fundraising programs.


     OPERATING INCOME.   Operating income was $17.3 million for the six 
months ended February 28, 1998, an increase of $1.6 million, or 10.2%, from 
income of $15.7 million for the six months ended March 01, 1997.  This 
increase was a result of an overall increase in gross profit.

     NET INCOME.   Net income was $12.5 million for the six months ended 
February 28, 1998, an increase of $1.5 million, or 13.6%, from income of 
$11.0 million for the six months ended March 01, 1997. Interest expense was 
$5.3 million for the six months ended February 28, 1998, an increase of $.7 
million, or 14.2%, from $4.6 million for the six months ended March 01, 1997. 
 This increase in interest expense is a result of the increase in long-term 
debt.

LIQUIDITY AND CAPITAL RESOURCES

     Net cash provided by operating activities was $15.0 million for the six 
months ended February 28, 1998 compared to $14.2 million for the six months 
ended March 01, 1997.  Net income was $12.5 million for the six months ended 
February 28, 1998 compared to $11.0 million for the six months ended March 
01, 1997.  Net income included noncash depreciation and amortization charges 
of $3.2 million for the six months ended February 28, 1998 and $3.1 million 
for the six months ended March 01, 1997.

     Net cash used in investing activities increased to $2.4 million for the 
six months ended February 28, 1998 from $1.2 million for the six months 
ended March 01, 1997.  The increase in capital expenditures was primarily
related to the purchase of computer systems during the six months ended February
28, 1998, resulting in an increase in cash usage of $.8 million. Approximately
$1.6 million of additional capital expenditures are expected for the remainder
of fiscal 1998.

     As of February 28, 1998, the Company had $20 million available for 
borrowings under a $20 million revolving credit facility (the "Credit 
Facility"), which matures on July 1, 2000.  As of February 28, 1998, the 
Company had outstanding $100 million of 10.25% senior secured notes due July 
1, 2004.

      The Company believes that the Credit Facility and cash flows from 
operations will provide sufficient funds to meet the Company's debt service 
obligations, projected capital expenditures and working capital requirements 
for the foreseeable future. 


                                       -10-



<PAGE>

YEAR 2000 COMPLIANCE

      In July 1996, the Emerging Issues Task Force of the Financial Accounting
Standards Board reached a consensus on Issue 96-14, Accounting for the Costs
Associated with Modifying Computer Software for the Year 2000, which provides
that costs associated with modifying computer software for the year 2000 be
expensed as incurred.  The Company is assessing the extent of the necessary
modifications to its computer software.

       The Company is in the process of conducting a comprehensive review of its
computer systems to identify the systems that could be affected by the "Year
2000" issue and is developing an implementation plan to resolve the issue.  The
Year 2000 problem is the result of computer programs being written using two
digits (rather than four) to define the applicable year. Any of the Company's
programs that have time-sensitive software may recognize a date using "00" as
the Year 1900 rather than the Year 2000.  This could result in a system failure
or miscalculations. Management has not yet assessed the Year 2000 compliance
expense and related potential affect on the Company's earnings.




PART II - OTHER INFORMATION

ITEM 6- EXHIBITS AND REPORTS ON FORM 8-K 


          (a)  EXHIBIT 27.1 -- FINANCIAL DATA SCHEDULE FOR QUARTER ENDED
               FEBRUARY 28, 1998, FILED HEREWITH.

          (b)  NO REPORTS WERE FILED ON FORM 8-K FOR THE QUARTER ENDED 
               FEBRUARY 28, 1998.

















                                       -11-


<PAGE>











                                     SIGNATURE


     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.


                                   ARCHIBALD CANDY CORPORATION



DATE:  APRIL 14, 1998.                   BY:  /S/ DONNA M. SNOPEK
                                             -------------------------
                                             DONNA M. SNOPEK
                                             VICE PRESIDENT OF FINANCE 
                                              & ACCOUNTING



                                       -12-