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

                                   FORM 10-Q 

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

For the Quarterly Period Ended:     April 3, 1999

                                       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 18, 1999.



<PAGE>


              MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES


                                TABLE OF CONTENTS


PART I.   FINANCIAL INFORMATION


Item 1.   Financial Statements (Unaudited)
<TABLE>
         <S>                                                                                              <C>    

         Condensed Consolidated Balance Sheets as of April 3, 1999 and January 2, 1999.................... 3

         Condensed Consolidated Statements of Operations for the thirteen weeks
         ended April 3, 1999 and April 4, 1998............................................................ 5

         Condensed Consolidated Statements of Cash Flows for the thirteen weeks
         ended April 3, 1999 and April 4, 1998............................................................ 6

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

Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations...........16


PART II.   OTHER INFORMATION

Item 1.   Legal Proceedings...............................................................................22

Item 6.   Exhibits and Reports on Form 8-K................................................................22

</TABLE>


<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.    Financial Statements


              MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                             (dollars in thousands)

                                     ASSETS

<TABLE>
<S>                                                                                   <C>                   <C>
                                                                                           April 3,            January 2,
                                                                                            1999                  1999
                                                                                                  (Unaudited)
CURRENT ASSETS:
    Cash and cash equivalents                                                          $   10,492             $   4,751
    Accounts receivable, net of allowance for doubtful accounts of $75 and $74,
       respectively                                                                         1,448                 3,208
    Amounts due from franchisees and licensees, net of allowance for doubtful
       accounts of $992 and $1,078, respectively                                            4,980                 6,003
    Inventories                                                                             5,148                 5,503
    Prepaid rent and other                                                                  3,728                 4,017
    Deferred income tax assets, current portion                                               861                   861
                                                                                     -------------            ---------

                Total current assets                                                       26,657                24,343
                                                                                      -----------             ---------

PROPERTY AND EQUIPMENT, at cost:
    Leasehold improvements                                                                 32,598                29,914
    Equipment and fixtures                                                                 12,267                17,108
    Land                                                                                      240                   240
                                                                                       ----------             ---------
                                                                                           45,105                47,262
    Less accumulated depreciation and amortization                                        (14,270)              (15,465)
                                                                                      ------------            ---------

                Net property and equipment                                                 30,835                31,797
                                                                                      -----------             ---------

DEFERRED INCOME TAX ASSETS, net of current portion                                          2,638                 2,638
                                                                                     ------------             ---------

GOODWILL, net of accumulated amortization of $13,848  and $11,231, respectively
                                                                                          143,436               145,782
                                                                                       ----------             ---------

TRADEMARKS AND OTHER INTANGIBLES, net of accumulated amortization of $2,924 and
    $2,615, respectively                                                                   13,987                14,296
                                                                                      -----------             ---------

DEFERRED LOAN COSTS, net of accumulated amortization of $1,858 and
    $1,320, respectively                                                                   11,981                11,718
                                                                                      -----------            ----------

OTHER ASSETS                                                                                  448                 1,332
                                                                                        ---------            ----------

                                                                                        $ 229,982             $ 231,906
                                                                                        =========             =========
</TABLE>





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

              MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)
                    (dollars in thousands, except share data)

                      LIABILITIES AND STOCKHOLDER'S EQUITY

<TABLE>
<S>                                                                                   <C>                <C>
                                                                                      April 3,           January 2,
                                                                                       1999                 1999
                                                                                               (Unaudited)
CURRENT LIABILITIES:
    Bank overdraft                                                                   $    3,000           $   4,133
    Current portion of long-term debt                                                     2,825               8,046
    Current portion of capital lease obligations                                            356                 299
    Accounts payable                                                                     18,113              10,723
    Accrued liabilities                                                                   2,693               3,597
    Store closure reserve, current portion                                                4,577               4,577
    Accrued salaries, wages and benefits                                                  2,727               3,155
    Accrued interest payable                                                              4,829               1,260
    Sales taxes payable                                                                     650                 962
    Deferred income                                                                         217                 318
                                                                                   ------------           ---------

              Total current liabilities                                                  39,987              37,070

LONG-TERM DEBT, net of current portion                                                  141,815             141,647

STORE CLOSURE RESERVE, net of current portion                                             9,415              10,134

CAPITAL LEASE OBLIGATIONS, net of current portion                                         1,297                 997
                                                                                    -----------           ---------

              Total liabilities                                                         192,514             189,848
                                                                                      ---------            --------

MANDATORILY  REDEEMABLE  CUMULATIVE  PREFERRED  STOCK  of  PTI (a  wholly  owned
    subsidiary), aggregate liquidation preference of $1,510 and $1,495,
    respectively                                                                          1,351               1,261
                                                                                    -----------           ---------

MINORITY INTEREST                                                                           113                 119
                                                                                   ------------           ---------

STOCKHOLDER'S EQUITY:
    Common stock, $.01 par value; 1,000 shares authorized and 400 shares
       outstanding                                                                          -                   -  
    Additional paid-in capital                                                           59,899              59,899
    Accumulated deficit                                                                 (23,895)            (19,221)
                                                                                      ----------          ----------

              Total stockholder's equity                                                 36,004              40,678
                                                                                     ----------           ---------

                                                                                       $229,982            $231,906
                                                                                       ========            ========
</TABLE>







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

              MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                             (dollars in thousands)



<TABLE>
<S>                                                                         <C>                     <C>           
                                                                             13 Weeks Ended         13 Weeks Ended
                                                                             April 3, 1999           April 4, 1998
                                                                            ----------------         -------------

                                                                                          (Unaudited)
REVENUES:
    Net store and food sales                                                     $ 37,129                 $29,656
    Franchising, net                                                                6,416                   1,363
    Licensing, net                                                                    447                     251
                                                                              -----------              ----------

       Total revenues                                                              43,992                  31,270
                                                                                ---------                --------

OPERATING COSTS AND EXPENSES:
    Selling and store occupancy costs                                              21,393                  17,054
    Cost of sales                                                                  11,931                   7,758
    General and administrative                                                      5,324                   4,250
    Depreciation and amortization                                                   5,396                   2,881
                                                                               ----------               ---------

       Total operating costs and expenses                                          44,044                  31,943
                                                                                ---------                --------

          Loss from operations                                                        (52)                   (673)
                                                                             -------------              ----------

OTHER INCOME (EXPENSE), net:
    Interest expense                                                               (4,337)                 (2,756)
    Interest income                                                                    38                     176
    Other expense                                                                    (107)                    (13)
                                                                               -----------             -----------

       Total other expense, net                                                    (4,406)                 (2,593)
                                                                                ----------                --------

          Loss before provision for income taxes, preferred stock
             accretion and dividends of subsidiaries and minority
             interest                                                              (4,458)                 (3,266)

PROVISION FOR INCOME TAXES                                                           (104)                    (10)
                                                                               -----------              ---------

          Loss before preferred stock accretion and dividends of
              subsidiaries and minority interest                                   (4,562)                 (3,276)

PREFERRED STOCK ACCRETION AND DIVIDENDS OF SUBSIDIARIES
                                                                                     (111)                   (111)

MINORITY INTEREST                                                                      (1)                    (22)
                                                                             -------------                -------

          Net loss                                                               $ (4,674)                $(3,409)
                                                                                 =========                =======
</TABLE>






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


<PAGE>


              MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (dollars in thousands)

<TABLE>
<S>                                                                               <C>                   <C>           
                                                                                  13 Weeks Ended        13 Weeks Ended
                                                                                   April 3, 1999        April 4, 1998
Increase (Decrease) in Cash and Cash Equivalents                                               (Unaudited)

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                                            $  (4,674)            $  (3,409)
   Adjustments to reconcile net loss to net cash provided by (used in)
     operating activities:
         Depreciation and amortization                                                     5,396                 2,881
         Amortization of deferred loan costs                                                 539                   211
         Loss on sale of assets                                                              107                    13
         Preferred stock accretion and dividends of subsidiaries                             111                   111
         Minority interest                                                                     1                    22
         Changes in assets and liabilities:
               Accounts receivable                                                         1,760                   295
               Amounts due from franchisees and licensees                                  1,023                   430
               Inventories                                                                   355                   128
               Prepaid rent and other                                                        289                   291
               Other assets                                                                  916                    67
               Accounts payable and accrued liabilities                                    6,479                (1,948)
               Bank overdraft                                                             (1,133)                   --
               Store closure reserve                                                        (480)                 (704)
               Accrued salaries, wages and benefits                                         (428)                  183
               Accrued interest payable                                                    3,569                 2,531
               Sales taxes payable                                                          (312)                 (548)
               Deferred income                                                              (101)                 (241)
                                                                                     ------------             ---------
                  Net cash provided by operating activities                               13,417                   313
                                                                                       ---------             ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Net cash paid for acquisition expenses                                                   (97)                  (53)
    Purchase of property and equipment                                                    (1,282)               (1,226)
                                                                                      -----------             ---------
                  Net cash used in investing activities                                   (1,379)               (1,279)
                                                                                      -----------             ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Reduction of long-term debt                                                           (5,053)                 (195)
    Payment of debt financing costs                                                         (800)                   --
    Principal payments on capital lease obligations                                         (423)                  (90)
    Reduction in preferred stock                                                             (21)                  (21)
                                                                                    -------------           -----------
                  Net cash used in financing activities                                   (6,297)                 (306)
                                                                                      -----------            ----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                       5,741                (1,272)

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD                                       4,751                16,287
                                                                                      ----------              --------

CASH AND CASH EQUIVALENTS AT END OF THE PERIOD                                          $ 10,492               $15,015
                                                                                        ========               =======

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid for interest                                                               $   77                  $ 14
                                                                                          ======                  ====
     Cash paid for income taxes                                                            $ 164                  $ 36
                                                                                           =====                  ====
</TABLE>


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


<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")
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 generally  accepted  accounting  principles.  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 April 3, 1999 and
January 2, 1999,  and the results of their  operations  and their cash flows for
the  thirteen  weeks  ended  April 3, 1999 and April 4,  1998.  These  unaudited
condensed  consolidated  financial statements should be read in conjunction with
the  consolidated  financial  statements  and notes  thereto for the fiscal year
ended January 2, 1999 contained in Mrs. Fields' Form 10-K.

The results of  operations  for the  thirteen  weeks ended April 3, 1999 are not
necessarily  indicative of the results that may be expected for the remainder of
the fiscal year ending January 1, 2000.  Loss per share 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)   PRO FORMA RESULTS OF OPERATIONS

The  following  unaudited  pro  forma  information  presents  a  summary  of the
consolidated  results of operations of Mrs.  Fields assuming the Great American,
Deblan, Chocolate Chip, Karp, Cookie Conglomerate and Pretzelmaker  acquisitions
and related financings had occurred at the beginning of the 13 weeks ended April
4, 1998. Pro forma  adjustments have been made to give effect to amortization of
goodwill,  interest expense on acquisition  debt and certain other  adjustments.
The pro forma  results have been prepared for  comparative  purposes only and do
not purport to be indicative of the results of operations  which  actually would
have  resulted had the  acquisitions  been  consummated  at the beginning of the
13 weeks ended April 4, 1998.

                                                        13 Weeks Ended
                                                         April 4, 1998
                                   (Unaudited)

                   Total revenues.............                  $47,058

                   Income from operations.....                      212

                   Net loss...................                   (3,989)




<PAGE>


              MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES

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


(4)      REPORTABLE SEGMENTS

     Management  evaluates  performance  at Mrs.  Fields  using  two  reportable
operating  segments;  namely,  company-owned  stores and  related  activity  and
franchising  and  licensing  activity.  The segments are  determined  by revenue
source;  direct sales or royalties and license fees.  The  company-owned  stores
segment  consists of both cookie and pretzel  stores  owned and operated by Mrs.
Fields.  The  franchising and licensing  segment  consists of cookie and pretzel
stores,  which are owned and  operated by third  parties who pay Mrs.  Fields an
initial franchise fee and monthly royalties based on a percentage of gross sales
and other licensing activity not related to cookie or pretzel stores.  Sales and
transfers between segments are eliminated in consolidation.

     Mrs. Fields evaluates performance of each segment based on contribution 
margin.  Mrs. Fields does not allocate any interest income, interest expense, 
depreciation and amortization or assets to its reportable operating segments.  
Segment revenue and contribution margin are presented in the following table.
<TABLE>
<S>                              <C>                         <C>                             <C> 

                                 Company-owned Stores        Franchising and Licensing       Total
13 weeks ended April 3, 1999                                                            
----------------------------
Total revenues                              $37,129                     $6,863              $43,992
Contribution margin                           6,001                      4,667               10,668

13 weeks ended April 4, 1998
Total revenues                              $29,656                     $1,614              $31,270
Contribution margin                           4,844                      1,614                6,458
</TABLE>

     The reconciliation of contribution margin to net loss is as follows:

                                       13 Weeks Ended             13 Weeks Ended
                                        April 3, 1999              April 4, 1998
                                        -------------              -------------

Contribution margin                          $ 10,668                   $ 6,458
General and
   administrative expense                      (5,324)                   (4,250)
Depreciation and amortization                  (5,396)                   (2,881)
Interest expense                               (4,337)                   (2,756)
Other income (expense), net                      (285)                       20
                                           -----------               -----------
Net loss                                     $ (4,674)                 $ (3,409)
                                             =========                 =========

     Geographic segment information is as follows:
<TABLE>
<S>                            <C>                       <C>              <C>               <C>    

                                                         International        Domestic       International
                               Domestic Company-owned    Company-owned       Franchising and     Franchising
                                       Stores                Stores           Licensing      and Licensing
Total revenues
13 weeks ended April 3, 1999                $37,110                $21           $6,772                $89
13 weeks ended April 4, 1998                 29,627                 31            1,517                 95
</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 are immaterial.

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


<PAGE>


              MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES

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


 (5)   SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION

Mrs. Fields' obligation related to its $140,000,000  aggregate  principal amount
of 10 1/8  percent  Series  A, B and C  Senior  Notes  due  2004  is  fully  and
unconditionally  guaranteed ("the  Guarantee") on a senior basis by four of Mrs.
Fields'  wholly  owned  subsidiaries.  The  Guarantee  is  a  general  unsecured
obligation of The Mrs.  Fields'  Brand,  Inc.,  Great  American  Cookies,  Inc.,
Pretzel Time, Inc. and  Pretzelmaker  Holdings,  Inc. ("the  Guarantors"),  rank
senior in right of payment to all  subordinated  indebtedness  of the Guarantors
and rank  equal in  right  of  payment  with  all  existing  and  future  senior
indebtedness  of the  Guarantors.  There  are no  restrictions  on Mrs.  Fields'
ability  to obtain  cash  dividends  or other  distributions  of funds  from the
Guarantors,  except those imposed by applicable law. The following  supplemental
financial  information sets forth, on a condensed  consolidating  basis, balance
sheets,  statements of operations and statements of cash flows for Mrs.  Fields'
Original Cookies,  Inc. (the "Parent Company"),  the Guarantor  Subsidiaries and
the Non-guarantor  Subsidiaries  (which include Mrs. Fields' Cookies  Australia,
Mrs. Fields' Cookies (Canada) Ltd., H & M Canada,  and Fairfield Foods, Inc. and
three partially  owned  subsidiaries).  Mrs.  Fields has not presented  separate
financial  statements and other  disclosures  concerning the Guarantors  because
management has determined that such information is not material.




<PAGE>


               SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET
                               AS OF APRIL 3, 1999
                                   (Unaudited)

                             (dollars in thousands)
<TABLE>
<S>                                            <C>               <C>              <C>                <C>                 <C>   

                                                    Parent          Guarantor      Non-Guarantor
                                                   Company         Subsidiaries    Subsidiaries    Eliminations    Consolidated
                                                                                   

ASSETS                                         $

    CURRENT ASSETS:
       Cash and cash equivalents               $      8,840      $      1,570     $          82     $                  $ 10,492
       Accounts receivable, net                       1,435                                  13                           1,448
       Amounts due from franchisees and                                                                                   
          licensees, net                                998             3,982                                             4,980
       Inventories                                    4,088             1,051                 9                           5,148
       Other current assets and amounts due
          from (to) affiliates, net                  27,590           (22,234)             (767)                          4,589
            Total current assets                     42,951           (15,631)             (663)                         26,657

    PROPERTY AND EQUIPMENT, net                      29,152             1,514               169                          30,835
    INTANGIBLES, net                                 82,720            86,389               295                         169,404
    INVESTMENT IN SUBSIDIARIES                       64,984                                                (64,984)          --
    OTHER ASSETS                                      2,928               125                33                           3,086

                                               $    222,735      $     72,397     $        (166)    $      (64,984)   $ 229,982


LIABILITIES AND STOCKHOLDER'S
  EQUITY (DEFICIT)


    CURRENT LIABILITIES:
       Current portion of long-term debt
       and capital lease obligations           $      2,822      $        359     $                 $                  $  3,181
       Accounts payable                              19,851             1,363              (101)                         21,113
       Accrued liabilities                           13,580             2,113                                            15,693

            Total current liabilities                36,253             3,835              (101)                         39,987

    LONG-TERM DEBT AND CAPITAL LEASE
     OBLIGATIONS, net of current portion            142,973               139                                           143,112
    OTHER ACCRUED LIABILITIES                         9,415                                                               9,415
    MANDATORILY REDEEMABLE CUMULATIVE PREFERRED
     STOCK                                                              1,351                                             1,351
    MINORITY INTEREST                                                                         1                112          113
    STOCKHOLDER'S EQUITY (DEFICIT)                   34,094            67,072               (66)           (65,096)      36,004

                                               $    222,735      $     72,397     $        (166)    $       (64,984)   $229,982

</TABLE>


<PAGE>





          SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                      FOR THE 13 WEEKS ENDED APRIL 3, 1999
                                   (Unaudited)

                             (dollars in thousands)

<TABLE>
<S>                                                <C>             <C>             <C>               <C>             <C>   
                                                    Parent          Guarantor      Non-Guarantor
                                                   Company         Subsidiaries    Subsidiaries      Eliminations      Consolidated
                                                                             

TOTAL REVENUES                                 $     38,257      $      6,635     $          59     $        (959)   $       43,992

OPERATING COSTS AND EXPENSES:
       Selling and store occupancy costs             21,632                                  83              (322)           21,393
       Cost of sales                                  9,330             3,217                21              (637)           11,931
       General and administrative                     5,270                54                                                 5,324
       Depreciation and amortization                  3,745             1,651                                                 5,396

            Total operating costs and
               expenses                              39,977             4,922               104              (959)           44,044

            (Loss) income from operations            (1,720)            1,713               (45)                                (52)

    INTEREST EXPENSE AND
      OTHER, net                                     (4,379)              (27)                                               (4,406)
 
       (Loss) income before provision for
         income taxes and equity in net loss
         of consolidated subsidiaries                (6,099)            1,686               (45)                             (4,458)

    PROVISION FOR INCOME TAXES                         (104)                                                                   (104)

       (Loss) income before preferred stock
         accretion and dividends of            
         subsidiaries and equity in net loss
         of consolidated subsidiaries                 (6,203)           1,686               (45)                             (4,562)
                                                     
    PREFERRED STOCK ACCRETION AND DIVIDENDS
       OF SUBSIDIARIES                                                   (111)                                                 (111)

    EQUITY IN NET LOSS OF CONSOLIDATED
       SUBSIDIARIES                                    1,500                                                 (1,501)             (1)

    NET (LOSS) INCOME                          $     (4,703)     $      1,575     $         (45)    $        (1,501)   $     (4,674)
</TABLE>




<PAGE>


          SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                      FOR THE 13 WEEKS ENDED APRIL 3, 1999
                                   (Unaudited)

                             (dollars in thousands)

<TABLE>
<S>                                                 <C>             <C>             <C>               <C>            <C>   
                                                     Parent          Guarantor      Non-Guarantor
                                                    Company         Subsidiary      Subsidiaries      Eliminations   Consolidated
                                                                              

    NET CASH PROVIDED BY (USED IN)  OPERATING
       ACTIVITIES                                $     19,701     $     (6,261)    $         (23)      $             $      13,417
                                                 

    CASH FLOWS FROM INVESTING ACTIVITIES:
          Net cash paid for acquisitions                  (97)                                                                 (97)
          Purchase of property and equipment,
            net                                        (1,282)                                                              (1,282)

               Net cash used in investing
                 activities                            (1,379)                                                              (1,379)

    CASH FLOWS FROM FINANCING ACTIVITIES:
          Reduction of long-term debt and
            capital lease obligations                  (4,588)            (888)                                             (5,476)
          Payment of debt financing fees                 (800)                                                                (800)
          Reduction in preferred stock                                     (21)                                                (21)

                Net cash used in financing
                   activities                          (5,388)            (909)                                             (6,297)
                                                       

    NET INCREASE (DECREASE) IN CASH AND CASH
       EQUIVALENTS                                     12,934           (7,170)              (23)                             5,741
    CASH AND CASH EQUIVALENTS, beginning of
       the period                                       3,539            1,134                78                              4,751
                                                 
    CASH AND CASH EQUIVALENTS, end of the
       period                                    $     16,473     $     (6,036)    $          55     $                $      10,492
</TABLE>
                                                 






<PAGE>



               SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET
                              AS OF JANUARY 2, 1999
                                   (Unaudited)

                             (dollars in thousands)

<TABLE>
<S>                                                <C>            <C>              <C>               <C>             <C>   
                                                    Parent          Guarantor      Non-Guarantor
                                                   Company        Subsidiaries     Subsidiaries      Eliminations    Consolidated
                                                                             

                    ASSETS                     $

    CURRENT ASSETS:
       Cash and cash equivalents                 $    3,539       $     1,134       $        78       $          -  $       4,751
       Accounts receivable, net                       2,860               304                44                  -          3,208
       Amounts due from franchisees and
          licensees, net                              1,297             4,706                 -                  -          6,003
       Inventories                                    4,631               863                 9                  -          5,503
       Other current assets and amounts due
          from (to) affiliates, net                  39,368           (33,898)             (592)                 -          4,878

            Total current assets                     51,695           (26,891)             (461)                 -         24,343

    PROPERTY AND EQUIPMENT, net                      29,900             1,654               243                  -         31,797
    INTANGIBLES, net                                 75,875            95,601               320                  -        171,796
    INVESTMENT IN SUBSIDIARIES                       66,484                 -                 -            (66,484)             -
    OTHER ASSETS                                      3,688               252                30                  -          3,970

                                                 $  227,642       $    70,616       $       132       $    (66,484)     $ 231,906


LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)

CURRENT LIABILITIES:
    Current portion of long-term debt and
       capital lease obligations                 $    7,141       $     1,204       $         -       $           -      $  8,345
    Accounts payable                                 14,223               564                69                  -         14,856
    Accrued liabilities                              10,956             2,895                18                  -         13,869

            Total current liabilities                32,320             4,663                87                  -         37,070

LONG-TERM DEBT AND CAPITAL LEASE
    OBLIGATIONS, net of current portion             142,367               216                61                  -        142,644
                                                    
OTHER ACCRUED LIABILITIES                            10,134                 -                 -                  -         10,134
MANDATORILY REDEEMABLE CUMULATIVE PREFERRED
 STOCK                                                    -             1,261                 -                  -          1,261
MINORITY INTEREST                                         -                 -                 -                119            119
STOCKHOLDER'S EQUITY (DEFICIT)                       42,821            64,476               (16)           (66,603)        40,678

                                                 $  227,642       $    70,616       $       132       $     (66,484)     $231,906
</TABLE>



<PAGE>


          SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                      FOR THE 13 WEEKS ENDED APRIL 4, 1998
                                   (Unaudited)

                             (dollars in thousands)

<TABLE>
<S>                                               <C>              <C>             <C>              <C>                 <C>   
                                                    Parent          Guarantor      Non-Guarantor
                                                    Company       Subsidiaries      Subsidiaries      Eliminations    Consolidated
                                                                             

TOTAL REVENUES                                   $   30,273        $      251       $       746       $          -    $     31,270

OPERATING COSTS AND EXPENSES:
       Selling and store occupancy costs             17,054                 -                 -                  -          17,054
       Cost of sales                                  7,758                 -                 -                  -           7,758
       General and administrative                     3,506               276               468                  -           4,250
       Depreciation and amortization                  2,449               319               113                  -           2,881

            Total operating costs and
               expenses                              30,767               595               581                  -          31,943

            (Loss) income from operations              (494)             (344)              165                  -            (673)

    INTEREST EXPENSE AND
      OTHER, net                                     (2,601)                8                 -                  -          (2,593)

       (Loss) income before provision for
         income taxes and equity in net loss
         of consolidated subsidiaries                (3,095)             (336)              165                  -          (3,266)

    PROVISION FOR INCOME TAXES                          (10)                -                 -                  -             (10)

       (Loss) income before preferred stock
         accretion and dividends of          
         subsidiaries and equity in net loss
         of consolidated subsidiaries                (3,105)             (336)              165                  -          (3,276)

    PREFERRED STOCK ACCRETION AND DIVIDENDS
       OF SUBSIDIARIES                                    -                 -              (111)                 -            (111)
                                                 
    EQUITY IN NET LOSS OF CONSOLIDATED
       SUBSIDIARIES                                       -                                 (22)                 -             (22)

    NET (LOSS) INCOME                            $   (3,105)       $     (336)      $        32       $           -      $  (3,409)
</TABLE>




<PAGE>


          SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                      FOR THE 13 WEEKS ENDED APRIL 4, 1998
                                   (Unaudited)

                             (dollars in thousands)

<TABLE>
<S>                                             <C>               <C>              <C>               <C>                <C>    
                                                    Parent          Guarantor      Non-Guarantor
                                                   Company        Subsidiaries      Subsidiaries     Eliminations     Consolidated
                                                                            

    NET CASH PROVIDED BY (USED IN)  OPERATING
       ACTIVITIES                                $      627        $     (314)      $         -       $          -    $         313

    CASH FLOWS FROM INVESTING ACTIVITIES:
          Net cash paid for acquisitions                (53)                -                 -                  -              (53)
          Purchase of property and
            equipment, net                           (1,221)                -                (5)                 -           (1,226)

               Net cash used in investing
                 activities                          (1,274)                -                (5)                 -           (1,279)

    CASH FLOWS FROM FINANCING ACTIVITIES:

          Reduction of long-term debt and
            capital lease obligations                   (90)                -              (195)                 -             (285)
          Reduction in preferred stock                    -                 -               (21)                 -              (21)

                Net cash used in financing
                   activities                           (90)                -              (216)                 -            (306)

    NET DECREASE IN CASH AND CASH EQUIVALENTS          (737)             (314)             (221)                 -           (1,272)
                                                       
    CASH AND CASH EQUIVALENTS, beginning of
       period                                        14,685               725               877                  -           16,287
                                               
    CASH AND CASH EQUIVALENTS, end of period      $  13,948        $      411       $       656       $         -      $     15,015
</TABLE>
                                                
                                               






<PAGE>


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

Overview

     Mrs.  Fields'  Original   Cookies,   Inc.  ("Mrs.   Fields"),   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 nine 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,
Pretzelmaker  of Canada and Fairfield  Foods,  Inc.; 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 April 3, 1999, Mrs. Fields owned and operated 141
Mrs.  Fields  Cookies  stores,  110 Original  Cookie Company  stores,  107 Great
American Cookies stores,  65 Hot Sam Pretzels stores,  84 Pretzel Time stores, 9
Pretzelmaker  stores in the United  States and one Pretzel Time store in Canada.
Additionally,  Mrs.  Fields has  franchised or licensed 858 stores in the United
States and 133  stores in several  other  countries.  As of April 3, 1999,  Mrs.
Fields owned and operated 426 core stores and 90 stores which are in the process
of being closed or franchised.  All of the stores in the process of being closed
or franchised  are expected to be closed or franchised by the end of fiscal year
2000.

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

Results of Operations

         The  following  table sets forth,  for the periods  indicated,  certain
information  relating to the operations of Mrs. Fields expressed in thousands of
dollars and percentage changes from period to period. Data in the table reflects
the consolidated results of Mrs. Fields for the 13 weeks ended April 3, 1999 and
the 13 weeks ended April 4, 1998.  As  supplemental  information  the table also
segregates the statement of operations data into a core stores and stores in the
process of being closed or franchised format.

                                                
                                                                       % CHG
                                           For the 13 Weeks Ended       FROM
                                             APRIL        APRIL        1998 TO
                                            3, 1999       4, 1998       1999
                                                  (Dollars in thousands)
Statement of Operations Data:

Revenues:
     Net store and food sales..........    $ 37,129        $29,656       25.2%
     Franchising, net..................       6,416          1,363      370.7
     Licensing, net....................         447            251       78.1
                                        -----------     ----------
       Total revenues..................      43,992         31,270       40.7
                                          ---------       --------

Operating Costs and Expenses:
     Selling and store occupancy costs.      21,393         17,054       25.4
     Cost of sales.....................      11,931          7,758       53.8
     General and administrative........       5,324          4,250       25.3
     Depreciation and amortization            5,396          2,881       87.3
                                         ----------      ---------
       Total operating costs and             44,044         31,943       37.9
                                          ---------       --------
expenses

Other Income (Expense):
     Interest expense..................      (4,337)        (2,756)      57.4
     Interest income...................           38           176      (78.4)
     Other expenses, net...............        (323)          (156)     107.1
                                        ------------    -----------
       Total other expense, net              (4,622)        (2,736)
                                         -----------     ----------
       Net loss........................   $  (4,674)      $ (3,409)      37.1%
                                          ==========      =========
                                                     
                                           
                                                    .
                                                                        % CHG
                                         For the 13 Weeks Ended          FROM
                                             APRIL        APRIL        1998 TO
                                            3, 1999      4, 1998         1999
                                                  (Dollars in thousands)

Supplemental Information
Core stores:
    Net store and food sales...........      $ 32,601      $25,700       26.9%
                                             --------      -------
    Operating costs and expenses:
      Selling and store occupancy costs        17,772       13,583       30.8
      Cost of sales....................         8,311        6,671       24.6
      Depreciation and amortization....         1,970        1,034       90.1
                                           ----------     --------
       Total operating costs and
        expenses.......................        28,053       21,288       31.8
                                            ---------      -------

        Core stores contribution            $   4,548      $ 4,412        3.1%
                                            =========      =======

Stores in the process of being closed
or       franchised:
    Net store and food sales...........     $   4,528      $ 3,956       14.5
                                             --------       ------
    Operating costs and expenses:
    Selling and store occupancy costs..         3,621        3,471        4.3
    Cost of sales......................         1,424        1,087       31.0
    Depreciation and amortization......           101          109       (0.7)
                                          -----------    ---------
       Total operating costs and
        expenses.......................         5,146        4,667       10.3
                                           ----------     --------
        Stores in the process of being
         closed or franchised contribution $     (618)     $  (711)     (13.1)%
                                           ===========     ========




<TABLE>
<S>                                                               <C>                    <C>    
    Company-owned and Franchised or Licensed Store Activity         April 3, 1999          April 4, 1998
                                                                    --------------         -------------
                                                                 Company-   Franchised  Company-   Franchised
                                                                  Owned    or Licensed   Owned    or Licensed
Stores open as of the beginning of the 13 weeks ended               566         972         481        553
    Stores opened (including relocations)                             6          21           3         22
    Stores closed (including relocations)                           (19)        (10)         (5)       (29)
    Non-core (exit plan) stores closed (September 18, 1996          (29)                     (6)        -
forward)
    Non-core (exit plan) stores franchised (September 18, 1996      (10)         10          (2)         2
forward)
    Stores acquired from franchisees                                  2          (2)          1         (1)
                                                                 ------      -------      -----      ------
Stores open as of the end of the 13 weeks ended                     516         991         472        547
                                                                   ====        ====         ====       ===
</TABLE>


13 Weeks Ended April 3, 1999 Compared to the 13 Weeks Ended April 4, 1998

Revenues

       Net Store and Food Sales.  Total net store sales increased  $7,473,000,  
or 25.2%,  from  $29,656,000  to  $37,129,000  for the 13 weeks ended April 3, 
1999 compared to the 13 weeks ended April 4, 1998.

       Net store sales from core stores increased $6,901,000,  or 26.9%, from
$25,700,000 to $32,601,000  for the 13 weeks ended April 3, 1999 compared to the
13 weeks ended April 4, 1999.  The  increase in net store sales from core stores
was  primarily  attributable  to  the  operation  of  66  Great  American  and 2
Pretzelmaker  core stores obtained in connection with the acquisitions in August
and November 1998, respectively. In addition sales were higher due to a calendar
shift which  caused the Easter  holiday to occur in the first  quarter of fiscal
1999  compared to the second  quarter in fiscal 1998.  The first quarter of 1999
therefore received the benefit from these holiday sales.

        On a  comparable  store  basis  (adjusted  for  the  calendar  shifts),
system-wide  core store  sales were up 0.8%  during the 13 weeks  ended April 3,
1999  compared to the same period in 1998.  Pretzel  Time core stores  drove the
positive results by posting a 9.5% increase in comparable store sales offsetting
the flat results posted by the core cookie stores.

         Net  store  sales  from  stores  in the  process  of  being  closed  or
franchised  decreased $572,000,  or 14.5%, from $3,956,000 to $4,528,000 for the
13 weeks ended April 3, 1999 compared to the 13 weeks ended April 4, 1998.  This
decrease  results from closing 29 stores and franchising 10 stores during the 13
weeks  ended  April 3, 1999 and the effect of closing or  franchising  13 stores
during the 13 weeks ended April 4, 1998. In addition,  39 stores were closed and
24 franchised  over the  remainder of fiscal year 1998,  which were in operation
during the 13 weeks ended April 4, 1998.

         Franchising  Revenues.  Franchising revenues increased  $5,053,000,  or
370.7%,  from  $1,363,000  to  $6,416,000  for the 13 weeks  ended April 3, 1999
compared  to the 13 weeks  ended  April 4, 1998.  The  increase  in  franchising
revenues was primarily attributable to batter sales made to franchisees from the
Atlanta batter  facility  purchased in August 1998 and the addition of 201 Great
American  and 205  Pretzelmaker  franchisees  due to the  acquisitions  of these
companies in August and November 1998, respectively.

         Licensing Revenues.  Licensing revenues increased  $196,000,  or 78.1%,
from  $251,000 to $447,000 for the 13 weeks ended April 3, 1999  compared to the
13 weeks ended April 4, 1998.  The increase in licensing  revenues was primarily
attributable  to a Mrs.  Fields branded dry cookie mix license fee earned during
the 13 weeks  ended  April 3, 1999 that did not occur  during the same period of
fiscal 1998.


Operating Costs and Expenses

         Selling and Store  Occupancy  Costs.  Total selling and store occupancy
costs increased $4,339,000, or 25.4%, from $17,054,000 to $21,393,000 for the 13
weeks ended April 3, 1999 compared to the 13 weeks ended April 4, 1998.

          Selling  and  store  occupancy  costs  for core  stores  increased  by
$4,189,000,  or 30.8%,  from  $13,583,000 to $17,772,000  for the 13 weeks ended
April 3, 1999 compared to the 13 weeks ended April 4, 1998.  Within this overall
increase, selling expenses increased by $2,875,000, or 36.3%, from $7,920,000 to
$10,795,000  for the 13 weeks ended April 3, 1999 compared to the 13 weeks ended
April 4, 1998.  Store  occupancy  costs  increased  $1,314,000,  or 23.2%,  from
$5,663,000 to $6,977,000 for the 13 weeks ended April 3, 1999 compared to the 13
weeks ended April 4, 1998. These increases were primarily attributable to the 66
Great American and 2 Pretzelmaker  core stores  obtained in connection  with the
acquisitions in August and November 1998, respectively, coupled with the opening
of eight  new core  stores  during  the 13 weeks  ended  April 3, 1999 and lease
renewal increases.

         Selling  and store  occupancy  costs for stores in the process of being
closed or franchised increased $150,000,  or 4.3%, from $3,471,000 to $3,621,000
for the 13 weeks  ended  April 3, 1999  compared  to the 13 weeks ended April 4,
1998.  This  increase  was  primarily  the result of the  additional  stores the
Company identified as being non-core stores during the fourth quarter of 1998.

         Cost of Sales.  Total food cost of sales  increased  $4,173,000,  or 
53.8%,  from  $7,758,000 to $11,931,000  for the 13 weeks ended April 3, 1999 
compared to the 13 weeks ended April 4, 1998.

         Food cost of sales for core stores increased $1,640,000, or 24.6%, from
$6,671,000 to $8,311,000 for the 13 weeks ended April 3, 1999. This increase was
primarily  the result of the addition of 66 Great  American  and 2  Pretzelmaker
core stores in August and November 1998, respectively.

         Food  cost of sales  for  stores  in the  process  of being  closed  or
franchised  decreased $337,000,  or 31.0%, from $1,087,000 to $1,424,000 for the
13 weeks ended April 3, 1999 compared to the 13 weeks ended April 4, 1998.  This
decrease was primarily the result of closing 48 stores and franchising 10 stores
during the 13 weeks ended April 3, 1999 and the effect of closing or franchising
13 stores during the 13 weeks ended April 4, 1998.  In addition,  39 stores were
closed and 24 franchised  over the remainder of fiscal year 1998,  which were in
operation during the 13 weeks ended April 4, 1998.

         General  and  Administrative   Expenses.   General  and  administrative
expenses increased  $1,074,000,  or 25.3%, from $4,250,000 to $5,324,000 for the
13 weeks ended April 3, 1999  compared to the 13 weeks ended April 4, 1998.  The
increase in general and  administrative  expenses was primarily  attributable to
the acquisitions of Great American and Pretzelmaker.

         Depreciation  and  Amortization.  Total  depreciation  and amortization
expense increased by $2,515,000, or 87.3%, from $2,881,000 to $5,396,000 for the
13 weeks ended April 3, 1999 compared to the 13 weeks ended April 4, 1998.  This
increase was primarily  attributable to increased goodwill and fixed assets from
the Great American and Pretzelmaker acquisitions.

         Depreciation  and  amortization   expense  for  core  stores  increased
$936,000,  or 90.5%,  from $1,034,000 to $1,970,000 for the 13 weeks ended April
3,  1999  compared  to the 13  weeks  ended  April 4,  1998.  This  increase  in
depreciation  and  amortization  expense  was  primarily   attributable  to  the
acquisitions  of 66 Great American and 2 Pretzelmaker  core stores in August and
November  1998,  respectively,  and six newly  opened core stores  during the 13
weeks ended April 3, 1999.


         Interest  Expense.  Interest expense,  net,  increased  $1,581,000,  or
57.4%,  from  $2,756,000  to  $4,337,000  for the 13 weeks  ended  April 3, 1999
compared  to the 13 weeks  ended  April 4, 1998.  This  increase  was  primarily
attributable  to interest on the  $40,000,000  in high yield  notes,  which were
issued in August 1998.

         Interest Income.  Interest income,  decreased $138,000,  or 78.4%, from
$176,000  to $38,000  for the 13 weeks  ended  April 3, 1999  compared to the 13
weeks ended April 4, 1998.  This  decrease was  primarily the result of interest
income earned in 1998 on excess cash provided by the  $100,000,000 in high yield
notes  which  were put in place in  November  1997 that was not earned in fiscal
1999.

         Other Expenses.  Other expenses,  increased  $167,000,  or 107.1%, from
$156,000  to $323,000  for the 13 weeks  ended April 3, 1999  compared to the 13
weeks ended April 4, 1998. This increase was primarily attributable to increased
losses on fixed asset dispositions and increased tax provisions.


         Net  Loss.  The net  loss  increased  by  $1,265,000,  or  37.1%,  from
$3,409,000 to $4,674,000 for the 13 weeks ended April 3, 1999 compared to the 13
weeks ended April 4, 1998 due to the combination of factors described above.


         Contribution from Core Stores.  Contribution from core stores decreased
by $136,000, or 3.1%, from $4,412,000 to $4,548,000 for the 13 weeks ended April
3, 1999  compared to the 13 weeks ended April 4, 1998,  primarily as a result of
higher cost of goods at the "Mrs.  Fields" stores.  Most of the increase in cost
of goods was caused by higher  prices for butter  which were higher in the first
quarter  of 1999  compared  to the first  quarter  of 1998.  This  decrease  was
partially offset by a calendar shift resulting in Easter holiday sales occurring
in the first  quarter of fiscal 1999  compared  to the second  quarter in fiscal
1998.

         Negative  Contribution  from Stores in the  Process of Being  Closed or
Franchised. The negative contribution from stores in the process of being closed
or franchised  decreased by $93,000, or 13.1%, from $711,000 to $618,000 for the
13 weeks ended April 3, 1999 compared to the 13 weeks ended April 4, 1998.  This
decrease was primarily the result of closing 48 stores and franchising 10 stores
during the 13 weeks ended April 3, 1999 and the effect of closing or franchising
13 stores during the 13 weeks ended April 4, 1998.  In addition,  39 stores were
closed and 24 franchised  over the remainder of fiscal year 1998,  which were in
operation during the 13 weeks ended April 4, 1998.


Liquidity and Capital Resources

         General

         Mrs.  Fields'  principal  sources  of  liquidity  are cash  flows  from
operations,  cash on hand and available  borrowings  under Mrs. Fields' existing
revolving credit  facility.  As of April 3, 1999, Mrs. Fields has $10,492,000 of
cash and cash equivalents on hand and $2,200,000 additional borrowings available
under its revolving  credit  facility.  Mrs.  Fields expects to use its existing
cash,  cash flows from  operations  and its credit  facility to provide  working
capital,  finance capital  expenditures  and to meet debt service  requirements,
including the June 1, 1999 interest  payment.  Based on current  operations  and
anticipated  cost savings,  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.  There can be no  assurance,  however,  that  Mrs.  Fields'
business will continue to generate cash flows at or above current levels or that
cost savings can be achieved.

         April 3, 1999 Compared to January 2, 1999

         As of April 3,  1999,  Mrs.  Fields had  liquid  assets  (cash and cash
equivalents and accounts  receivable) of  $16,920,000,  an increase of 21.2%, or
$2,958,000,  from  January 2, 1999 when  liquid  assets were  $13,962,000.  Cash
increased $5,741,000, or 120.8%, to $10,492,000 at April 3, 1999 from $4,751,000
at  January  2,  1999,  primarily  the  result of  increased  cash  provided  by
operations and better  collections on accounts  receivable and better management
of payables.  Accounts receivable decreased $2,783,000,  or 30.2%, to $6,428,000
at April 3, 1999 from  $9,211,000 at January 2, 1999 due to the  seasonality  of
the business and improved collections.

         Mrs.  Fields'  working  capital  decreased  by  $603,000  to a negative
$13,330,000  at April 3, 1999 from a  negative  $12,727,000  at January 2, 1999.
This decrease is due to increases in current  liabilities which more than offset
the increases in current assets discussed above.  Current liabilities  increased
$2,917,000  primarily  from  increased  accounts  payable and  accrued  interest
payable of $10,959,000  partially offset by a decrease in the current portion of
long-term  debt of  $5,221,000.  Days in accounts  payable has increased from an
average  of 30 days  during  the first  quarter of 1998 to an average of 45 days
during the first quarter of 1999.

         Long-term  assets  decreased  $4,238,000,  or 2.0%, to  $203,325,000 at
April 3, 1999 from  $207,563,000 at January 2, 1999. This decrease was primarily
the result of scheduled depreciation and amortization of fixed assets,  goodwill
and deferred loan costs.

         Mrs.  Fields' cash flows from operating  activities of $13,417,000  for
the 13 weeks  ended  April 3, 1999,  resulted  primarily  from  store  sales and
franchising  and  licensing  revenues  net of costs  and  expenses  incurred  to
generate these sales and better management of cash flows.

         Mrs. Fields utilized $1,379,000 of cash in investing  activities during
the 13 weeks ended April 3, 1999, primarily for capital expenditures relating to
store remodels and renovations.

         Mrs. Fields utilized $6,297,000 of cash in financing  activities during
the 13 weeks ended April 3, 1999,  primarily  for the payment of debt related to
the Pretzel Time acquisition.

         The  specialty  cookie  and  pretzel  businesses  do  not  require  the
maintenance of significant  receivables or  inventories;  however,  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 April 3, 1999 and April 4,
1998, Mrs. Fields expended $1,282,000 and $1,226,000,  respectively, for capital
assets  and  expects  to  expend a total of  approximately  $7,000,000  in 1999.
Management  anticipates  that  these  expenditures  will  be  funded  with  cash
generated from operations and short-term borrowings under its credit facility as
needed.


Year 2000

     Management  has  assessed the Year 2000 issue and has  determined  that all
internal information technology systems including financial software,  corporate
networks,  the AS400 system and all other systems are Year 2000  compliant  with
the exception of:

          (1) systems  used for  collecting  and  communicating  sales data from
          retail  locations,  and (2) internally  developed plant production and
          distribution software.

This  assessment was based primarily on  independent,  third-party  verification
from Mrs. Fields' vendors and suppliers.

     Mrs.  Fields is  currently  replacing  its sales  collection  systems  with
software and hardware that is Year 2000  compliant.  Programming and development
of the software is complete and has been installed in  approximately  80% of its
stores.  Mrs. Fields projects  installation will be complete by August 1999. The
estimated cost of this project is $1.9 million and includes software development
and new store  computers and  registers.  The costs to complete this project are
included in Mrs. Fields' 1999 budget. Funding for this project is being provided
by internal cash flow and by a lease finance company.

     Upgrades of the plant production and distribution  software will take place
in the first and second  quarters of 1999 at an  estimated  cost of $10,000.  To
date,  approximately 50% of the upgrades have been  implemented.  Mrs. Fields is
confident that this time table will be met. No information  technology  projects
have been deferred as a result of its Year 2000 efforts.

     Mrs.  Fields is  neither  dependent  on the proper  operation  of the sales
collection systems nor the plant production and distribution software to run the
day-to-day  operations of the business.  Therefore,  failure or  malfunction  of
these  systems  due to  untimely  or  incomplete  remediation  would  not have a
material adverse effect on its results of operations.

     Mrs. Fields is in the process of assessing Year 2000 issues with respect to
its significant vendors and financial  institutions as to their compliance plans
and whether  any Year 2000  issues  will  impede the ability of such  vendors to
continue  providing goods and services to Mrs.  Fields.  Failure of Mrs. Fields'
key  suppliers  to remedy  their own Year 2000 issues  could delay  shipments of
essential  products,  thereby disrupting Mrs. Fields'  operations.  Furthermore,
Mrs.  Fields  relies  on  various  service   providers,   such  as  utility  and
telecommunication  service  companies,   which  are  beyond  its  control.  This
assessment is approximately  60% complete with final  completion  anticipated by
the end of the second quarter of 1999.  Based upon the results of the assessment
to date,  Mrs. Fields is not aware of any Year 2000 issues  relating to its
significant vendors, financial institutions or its non-information technology
systems.

     Mrs. Fields does not have a contingency  plan in place to address  untimely
or incomplete  remediation  of Year 2000 issues,  but it intends to develop such
plans  during the first half of 1999.  These  contingency  plans are expected to
address issues related to significant vendors and financial institutions.


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  generally   accepted   accounting   principles   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.


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' Original
Cookies, Inc. ("Mrs. Fields) future financial  performance,  including growth in
net sales and earnings,  cash flows from operations,  capital expenditures,  the
ability to refinance indebtedness, and the sale of assets. These forward-looking
statements are subject to risks,  uncertainties  and assumptions,  including the
following:

o    Our ability to combine the businesses of companies acquired during the year
      with Mrs. Fields and to realize the expected benefits and cost savings 
      from our acquisitions;
o    Our ability to meet our debt and interest obligations,
o    Performance by franchisees and licensees;
o    Difficulties or delays in developing and introducing anticipated new 
      products or failure of customers to accept new product offerings;
o    Changes in consumer preferences and our ability to adequately anticipate 
      such changes;
o    The seasonal nature of our operations;
o    Changes in general economic and business conditions;
o    Actions by competitors, including new product offerings and marketing and
      promotional successes;
o    Claims which might be made against Mrs. Fields, including product liability
      claims;
o    Changes in business strategy, new product lines, changes in raw ingredient 
      and employee labor costs;
o    Changes in our relationships with our franchisees and licensees;
o    Changes in mall customer traffic and
o    The inability of our vendors, service providers and financial institutions 
      to resolve Year 2000 issues in a timely manner.

     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.


<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

Exhibit No.       Description
    27.1          Financial data schedule (for SEC use only)


(b)    Forms 8-K

None



<PAGE>




                                   SIGNATURES

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





MRS. FIELDS' ORIGINAL COOKIES, INC.




/s/Larry A. Hodges                         May 18, 1999
Larry A. Hodges, President & CEO Date


/s/Michael Ward                            May 18, 1999
Michael Ward, Chief Financial Officer           Date
   (Principal Accounting Officer)