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

                                    FORM 10-Q

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

For the Quarterly Period Ended:     April 1, 2000

                                       or

[    ]   Transition  Report  Pursuant to  Section 13 or 15 (d) of the Securities
         Exchange Act of 1934

For the Transition Period from       to

Commission File Number:    333-45179


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

        DELAWARE                                          87-0552899
-------------------------------               ----------------------------------
(State or other jurisdiction of                (IRS employer identification no.)
incorporation or organization)


2855 East Cottonwood Parkway, Suite 400
   Salt Lake City, Utah                                 84121-7050
---------------------------------------       ----------------------------------
(Address of principal executive offices)               (Zip code)


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


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

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

                                    X yes      no

The registrant had 400 shares of common stock,  $0.01 par value,  outstanding at
May 16, 2000.



<PAGE>


              MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES


                                TABLE OF CONTENTS


PART I.   FINANCIAL INFORMATION
-------------------------------

<TABLE>
<CAPTION>

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

         Condensed Consolidated Balance Sheets as of April 1, 2000 and January 1, 2000....................  3

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

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

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

Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations........... 20

PART II.   OTHER INFORMATION
----------------------------

Item 1.   Legal Proceedings............................................................................... 26

Item 6.   Exhibits and Reports on Form 8-K................................................................ 26

</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>
<CAPTION>

                                                                                           April 1,            January 1,
                                                                                            2000                  2000
                                                                                           --------            ----------
                                                                                         (Unaudited)          (Unaudited)

<S>                                                                                    <C>                    <C>

CURRENT ASSETS:
    Cash and cash equivalents                                                          $      545             $   4,919
    Accounts receivable, net of allowance for doubtful accounts of $281 and $111,
       respectively                                                                         4,037                 4,295
    Amounts due from franchisees and licensees, net of allowance for doubtful
       accounts of $903 and $821, respectively                                              4,120                 3,708
    Inventories                                                                             4,564                 4,977
    Prepaid rent and other                                                                  3,014                 1,336
    Deferred income tax assets, current portion                                             1,360                 1,360
                                                                                       ----------             ---------

                Total current assets                                                       17,640                20,595
                                                                                       ----------             ---------

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

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

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

GOODWILL, net of accumulated amortization of $23,586 and $21,156, respectively
                                                                                          129,317               132,479
                                                                                       ----------             ---------

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

DEFERRED LOAN COSTS, net of accumulated amortization of $4,748and
    $4,052, respectively                                                                   10,134                10,818
                                                                                       ----------             ---------

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

                                                                                       $  200,011             $ 208,410
                                                                                       ==========             =========
</TABLE>




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

                                       3
<PAGE>




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

                      LIABILITIES AND STOCKHOLDER'S EQUITY
<TABLE>
<CAPTION>

                                                                                         April 1,            January 1,
                                                                                          2000                  2000
                                                                                       ----------            ----------
                                                                                       (Unaudited)          (Unaudited)

<S>                                                                                    <C>                    <C>

CURRENT LIABILITIES:
    Current portion of long-term debt                                                  $      722             $     781
    Current portion of capital lease obligations                                              930                   842
    Accounts payable                                                                        5,743                10,514
    Accrued liabilities                                                                     2,682                 2,851
    Current portion of store closure reserve                                                3,457                 3,665
    Accrued salaries, wages and benefits                                                    3,088                 3,180
    Accrued interest payable                                                                4,943                 1,288
    Sales taxes payable                                                                       760                 1,128
    Deferred credits                                                                          122                   132
                                                                                       ----------             ---------

              Total current liabilities                                                    22,447                24,381

LONG-TERM DEBT, net of current portion                                                    141,609               141,755

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

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

              Total liabilities                                                           170,222               172,772
                                                                                        ---------             ---------

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

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

STOCKHOLDER'S EQUITY:
    Common stock, $.01 par value; 1,000 shares authorized and 400 shares
       outstanding                                                                              -                     -
    Additional paid-in capital                                                             61,899                61,899
    Accumulated deficit                                                                   (32,224)              (27,442)
                                                                                       ----------             ---------

              Total stockholder's equity                                                   29,675                34,457
                                                                                       ----------             ---------

                                                                                       $  200,011             $ 208,410
                                                                                       ==========             =========
</TABLE>


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


                                       4
<PAGE>


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

<TABLE>
<CAPTION>


                                                                             13 Weeks Ended         13 Weeks Ended
                                                                             April 1, 2000           April 3, 1999
                                                                             -------------           -------------
                                                                              (Unaudited)              (Unaudited)

<S>                                                                           <C>                      <C>

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

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

OPERATING COSTS AND EXPENSES:
    Selling and store occupancy costs                                              18,320                   21,393
    Cost of sales                                                                  10,967                   11,931
    General and administrative                                                      5,121                    5,324
    Depreciation and amortization                                                   5,658                    5,396
                                                                              -----------              -----------

       Total operating costs and expenses                                          40,066                   44,044
                                                                              -----------              -----------

          Loss from operations                                                       (164)                     (52)
                                                                              -----------              -----------

OTHER INCOME (EXPENSE), net:
    Interest expense                                                               (4,598)                  (4,337)
    Interest income                                                                    23                       38
    Other expense                                                                     (32)                    (107)
                                                                              -----------              -----------

       Total other expense, net                                                    (4,607)                  (4,406)
                                                                              -----------              -----------

          Loss before provision for income taxes, preferred stock
             accretion and dividends of subsidiaries and minority
             interest                                                              (4,771)                  (4,458)

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

          Loss before preferred stock accretion and dividends of
              subsidiaries and minority interest                                   (4,779)                  (4,562)

PREFERRED STOCK ACCRETION AND DIVIDENDS OF SUBSIDIARIES
                                                                                        -                     (111)

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

          Net loss                                                            $    (4,782)             $    (4,674)
                                                                              ===========              ===========

</TABLE>



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


                                       5
<PAGE>

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

                                                                                  13 Weeks Ended         13 Weeks Ended
                                                                                   April 1, 2000           April 3, 1999
                                                                                  --------------         ---------------
Increase (Decrease) in Cash and Cash Equivalents                                             (Unaudited)

<S>                                                                                   <C>                   <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                                           $   (4,782)           $   (4,674)
   Adjustments to reconcile net loss to net cash (used in) provided by
     operating activities:
         Depreciation and amortization                                                     5,658                 5,396
         Amortization of deferred loan costs                                                 715                   539
         Loss on sale of assets                                                              351                   107
         Preferred stock accretion and dividends of subsidiaries                                                   111
         Minority interest                                                                     3                     1
         Changes in assets and liabilities:
               Accounts receivable                                                           258                 1,760
               Amounts due from franchisees and licensees                                   (412)                1,023
               Inventories                                                                   413                   355
               Prepaid rent and other                                                     (1,678)                  289
               Other assets                                                                  132                   916
               Accounts payable and accrued liabilities                                   (4,940)                6,479
               Bank overdraft                                                                  -                (1,133)
               Store closure reserve                                                        (546)                 (480)
               Accrued salaries, wages and benefits                                          (92)                 (428)
               Accrued interest payable                                                    3,655                 3,569
               Sales taxes payable                                                          (368)                 (312)
               Deferred income                                                               (10)                 (101)
                                                                                      ----------            ----------
                  Net cash (used in) provided by operating activities                     (1,643)               13,417
                                                                                      ----------            ----------

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

CASH FLOWS FROM FINANCING ACTIVITIES:
    Reduction of long-term debt                                                             (225)               (5,053)
    Payment of debt financing costs                                                          (11)                 (800)
    Principal payments on capital lease obligations                                         (233)                 (423)
    Reduction in preferred stock                                                          (1,070)                  (21)
                                                                                      ----------            ----------
                  Net cash used in financing activities                                   (1,539)               (6,297)
                                                                                      ----------            ----------

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

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD                                       4,919                 4,751
                                                                                      ----------            ----------

CASH AND CASH EQUIVALENTS AT END OF THE PERIOD                                        $      545            $   10,492
                                                                                      ==========            ==========

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

</TABLE>

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

                                       6
<PAGE>

              MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                             (Dollars in thousands)
                                   (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  accounting  principles  generally
accepted in the United  States.  In the opinion of management,  these  condensed
consolidated financial statements reflect all adjustments, which consist only of
normal recurring adjustments, necessary to present fairly the financial position
of Mrs.  Fields as of April 1, 2000 and January 1, 2000,  and the results of its
operations and its cash flows for the periods presented herein.  These condensed
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated  financial  statements  and notes thereto for the fiscal year ended
January 1, 2000 contained in Mrs. Fields' Annual Report on Form 10-K.

         The results of operations for the 13 weeks ended April 1, 2000 are not
necessarily  indicative of the results that may be expected for the remainder of
the fiscal year ending  December 30,  2000.  Loss per share  information  is not
presented as Mrs. Fields is wholly owned by Mrs. Fields' Holding  Company,  Inc.
("Mrs. Fields' Holding") and therefore,  its shares are not publicly traded. All
dollar amounts presented are stated in thousands.


(2) RECLASSIFICATIONS
    -----------------

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


(3) STORE CLOSURE AND PROPERTY AND EQUIPMENT IMPAIRMENT RESERVES
    ------------------------------------------------------------

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


                                       7
<PAGE>

              MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES

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

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

<TABLE>
<CAPTION>

                         Mrs. Fields Inc. and
                           Original  Cookie                 H & M                   Pretzel Time           Great American
                        ---------------------    ------------------------    ---------------------    ------------------------

                                                            -----------
                                     Company-                   Company-                  Company-                   Company-
                          Business     Owned       Business      Owned       Business     Owned       Business        Owned
                        Combination   Stores      Combination    Stores     Combination    Stores    Combination     Stores
                            And      Unrelated        and       Unrelated      and        Unrelated      and        Unrelated
                         Subsequent      to        Subsequent      to        Subsequent      to       Subsequent        to
                        Adjustments  Acquisitions Adjustments  Acquisition  Adjustments  Acquisition  Adjustments  Adjustments
                        -----------  ------------ -----------  -----------  -----------  -----------  -----------  -----------


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

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

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

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

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

Balance, April 3, 1999    $  3,400   $  4,509      $   961      $   350      $    493     $   259       $ 3,263      $   257
                          ========   ========      =======      =======      ========     =======       =======      =======

</TABLE>

                                       8
<PAGE>


             MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES

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

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

<TABLE>
<CAPTION>

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


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

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

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

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

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

Balance, April 3, 1999.      $    500                 -          $  8,617        $  5,375        $  13,992
                             ========          ========          ========        ========        =========
</TABLE>


                                       9
<PAGE>



              MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES

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


The  following  table  presents a summary  of  activity  for  stores  originally
identified to be closed or franchised in connection with the applicable business
combination  for the 13 weeks ended April 1, 2000 and April 3, 1999.  This table
does not include a summary of activity for stores Mrs.  Fields  intends to close
or franchise that were not originally  identified in connection  with a business
combination.
<TABLE>
<CAPTION>

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

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


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

Balance, January 2, 1999..............     23        36          6         7        3          -      43         11
Stores closed or franchised for the
13 weeks ended April 3, 1999..........    (10)       (9)        (5)       (3)      (2)         -     (12)       (1)
                                        -----      ----      -----     -----    -----       ----   -----       -----


Balance, April 3, 1999 ...............     13        27          1         4        1          -      31        10
                                        =====      ====      =====     =====    =====       ====   =====       =====

</TABLE>

                                       10
<PAGE>


              MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES

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


The  following  table  presents a summary  of  activity  for  stores  originally
identified to be closed or franchised in connection with the applicable business
combination  for the 13 weeks ended April 1, 2000 and April 3, 1999.  This table
does not include a summary of activity for stores Mrs.  Fields  intends to close
or franchise that were not originally  identified in connection  with a business
combination.
<TABLE>
<CAPTION>

                                                Pretzelmaker            Consolidated
                                              ------------------    ------------------
                                              To Be     To Be       To Be     To Be
                                             Closed   Franchised    Closed  Franchised
                                             ------   ----------    ------  ----------
<S>                                           <C>         <C>        <C>       <C>

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

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

Balance, January 2, 1999..............           7            -        82          54
Stores closed or franchised for the
13 weeks ended April 3, 1999..........           -            -       (29)        (13)
                                              ----        -----      ----      ------

Balance, April 3, 1999 ...............           7            -        53          41
                                              ====        =====      ====      ======


</TABLE>


                                       11
<PAGE>



              MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                   (Unaudited)


     The following  table presents a summary of activity for stores Mrs.  Fields
intends to close or franchise that were not  originally  identified to be closed
or franchised in connection  with a business  combination for the 13 weeks ended
April 1, 2000, and April 3, 1999:

<TABLE>
<CAPTION>



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

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

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

Balance, January 2, 1999....       20         10       2         1         2         3        5          -       29        14
Stores closed or franchised
during the 13 weeks ended
April 3, 1999................     (10)         -      (2)        -        (1)       (2)      (1)         -      (14)       (2)
                                 ----      -----     ---      ----       ---      ----     ----       ----      ---       ---

Balance, April 3, 1999......       10         10       -         1         1         1        4          -       15        12
                                 ====      =====     ===      ====       ===      ====     ====       ====      ===       ===



</TABLE>

                                       12
<PAGE>


              MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

                                   (Unaudited)



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


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


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

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

</TABLE>



                                       13
<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, (1) company-owned  stores and related activity and
(2) franchising and licensing  activity.  The segments are determined by revenue
source;  direct sales or royalties and license fees.  The  company-owned  stores
segment  consists of both cookie and pretzel  stores  owned and operated by Mrs.
Fields and sales of its mail  order  business.  The  franchising  and  licensing
segment  consists of cookie and pretzel stores,  which are owned and operated by
third parties who pay Mrs. Fields an initial franchise fee and monthly royalties
based on a percentage of gross sales,  sales of cookie dough manufactured by the
Company to its franchisees and other licensing activity not related to cookie or
pretzel  stores.   Sales  and  transfers  between  segments  are  eliminated  in
consolidation.

         Mrs. Fields evaluates performance of each segment based on contribution
margin.  Contribution  margin is computed as the difference between the revenues
generated by a reportable  segment and the selling and store occupancy costs and
cost of sales related to that reportable segment. It is used as a measure of the
operating performance of an operating segment. Mrs. Fields does not allocate any
general and administrative  expense,  other income (expense),  interest expense,
depreciation  and amortization of assets to its reportable  operating  segments.
Segment revenue and contribution margin are presented in the following table (in
thousands).
<TABLE>
<CAPTION>


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

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

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


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


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


Contribution margin                                                               $  10,615             $  10,668
General and
   administrative expense                                                            (5,121)               (5,324)
Depreciation and amortization                                                        (5,658)               (5,396)
Interest expense                                                                     (4,598)               (4,337)
Other income (expense), net                                                             (20)                 (285)
                                                                                 ----------             ---------
Net loss                                                                          $  (4,782)            $  (4,674)
                                                                                  =========             =========
</TABLE>



                                       14
<PAGE>



              MRS. FIELDS' ORIGINAL COOKIES, INC. AND SUBSIDIARIES

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

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



                                        Domestic        International         Domestic        International
                                      Company-owned    Company-owned      Franchising and      Franchising
                                        Stores              Stores           Licensing        and Licensing
                                      -------------    --------------     ---------------     -------------

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

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


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

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

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

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


(6)   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"),  ranks
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.


                                       15
<PAGE>



               SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET
                               AS OF APRIL 1, 2000
                                   (Unaudited)
                             (dollars in thousands)
<TABLE>
<CAPTION>




                                                     Parent          Guarantor      Non-Guarantor
                                                     Company       Subsidiaries      Subsidiaries      Eliminations     Consolidated
                                                     -------       ------------     -------------      ------------     ------------

ASSETS
------
<S>                                              <C>              <C>              <C>               <C>                <C>

    CURRENT ASSETS:
       Cash and cash equivalents                 $       (344)    $        559     $         330     $            -     $      545
       Accounts receivable, net                         3,835              190                12                  -          4,037
       Amounts due from franchisees and
          licensees, net                                  729            3,391                                    -          4,120
       Inventories                                      3,489            1,071                 4                  -          4,564
       Other current assets and amounts due
          from (to) affiliates, net                    19,297          (14,248)             (675)                 -          4,374
                                                 ------------     ------------     -------------     --------------     ----------

            Total current assets                       27,006           (9,037)             (329)                 -         17,640

    PROPERTY AND EQUIPMENT, net                        25,297            2,071               120                  -         27,488
    INTANGIBLES, net                                   73,230           78,740               254                  -        152,224
    INVESTMENT IN SUBSIDIARIES                         66,484                -                 -            (66,484)             -
    OTHER ASSETS                                        2,615               44                 -                  -          2,659
                                                 ------------     ------------     -------------     --------------     ----------

                                                 $    194,632     $     71,818     $          45     $      (66,484)    $  200,011
                                                 ============     ============     =============     ==============     ==========


LIABILITIES AND STOCKHOLDER'S
-----------------------------
  EQUITY (DEFICIT)
  ----------------

    CURRENT LIABILITIES:
       Current portion of long-term debt
       and capital lease obligations             $      1,469     $        183     $           -     $            -     $    1,652
       Accounts payable                                 4,582            1,138                23                  -          5,743
       Accrued liabilities                             13,960            1,091                 1                  -         15,052
                                                 ------------     ------------     -------------     --------------     ----------

            Total current liabilities                  20,011            2,412                24                  -         22,447

    LONG-TERM DEBT AND CAPITAL LEASE
      OBLIGATIONS, net of current portion             144,341              243                 -                  -        144,584
    STORE CLOSURE RESERVE, net of   current
    portion                                             3,191                -                 -                  -          3,191
    MINORITY INTEREST                                       -                -                 -                114            114
    STOCKHOLDER'S EQUITY (DEFICIT)                     27,089           69,163                21            (66,598)        29,675
                                                 ------------     ------------     -------------     --------------     ----------

                                                 $    194,632     $     71,818     $          45     $      (66,484)    $  200,011
                                                 ============     ============     =============     ==============     ==========
</TABLE>

                                       16
<PAGE>



          SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                      FOR THE 13 WEEKS ENDED APRIL 1, 2000
                                   (Unaudited)
                             (dollars in thousands)
<TABLE>
<CAPTION>


                                                     Parent          Guarantor      Non-Guarantor
                                                     Company       Subsidiaries      Subsidiaries      Eliminations     Consolidated
                                                     -------       ------------     -------------      ------------     ------------


<S>                                            <C>               <C>              <C>               <C>                <C>
    TOTAL REVENUES                             $     34,993      $      6,115     $         168     $        (1,374)   $     39,902
                                               ------------      ------------     -------------     ---------------    ------------

    OPERATING COSTS AND EXPENSES:
       Selling and store occupancy costs             18,576                 -                47               (303)          18,320
       Cost of sales                                  9,721             2,302                15             (1,071)          10,967
       General and administrative                     5,014                58                49                  -            5,121
       Depreciation and amortization                  4,058             1,593                 7                  -            5,658
                                               ------------      ------------     -------------     ---------------    ------------

            Total operating costs and
               expenses                              37,369             3,953               118             (1,374)          40,066
                                               ------------      ------------     -------------     ---------------    ------------

           Income (loss) from operations             (2,376)            2,162                50                  -             (164)
                                               ------------      ------------     -------------     ---------------    ------------

    INTEREST EXPENSE AND
      OTHER, net                                     (4,466)             (141)                -                  -           (4,607)
                                               ------------      ------------     -------------     ---------------    ------------

       (Loss) income before provision for
         income taxes and equity in net loss
         of consolidated subsidiaries                (6,842)            2,021                50                  -           (4,771)

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

       (Loss) income before preferred stock
         accretion and dividends of
         subsidiaries and equity in net loss
         of consolidated subsidiaries                (6,850)            2,021                50                  -           (4,779)

    EQUITY IN NET LOSS OF CONSOLIDATED
       SUBSIDIARIES                                       -                 -                 -                 (3)              (3)
                                               ------------      ------------     -------------     ---------------    ------------

    NET (LOSS) INCOME                          $     (6,850)     $      2,021     $          50     $            (3)   $     (4,782)
                                               ============      ============     =============     ===============    =============
</TABLE>


                                       17
<PAGE>



          SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                      FOR THE 13 WEEKS ENDED APRIL 1, 2000
                                   (Unaudited)
                             (dollars in thousands)
<TABLE>
<CAPTION>


                                                     Parent          Guarantor      Non-Guarantor
                                                     Company       Subsidiaries      Subsidiaries      Eliminations     Consolidated
                                                     -------       ------------     -------------      ------------     ------------


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



    NET CASH PROVIDED BY (USED IN)  OPERATING
       ACTIVITIES                                 $    (2,781)      $    1,049       $        89       $          -      $   (1,643)
                                                  -----------       ----------       -----------       -------------     -----------

    CASH FLOWS FROM INVESTING ACTIVITIES:
          Purchase of property and equipment,
            net                                        (1,080)            (112)                -                  -          (1,192)
                                                  -----------       ----------       -----------       -------------     -----------

               Net cash used in investing
                 activities                            (1,080)            (112)                -                  -          (1,192)
                                                  -----------       ----------       -----------       -------------     -----------

    CASH FLOWS FROM FINANCING ACTIVITIES:
          Reduction of long-term debt and
            capital lease obligations                    (358)            (100)                -                  -            (458)
          Payment of debt financing fees                  (11)               -                 -                  -             (11)
          Reduction in preferred stock                      -           (1,070)                -                  -          (1,070)
                                                  -----------       ----------       -----------       -------------     -----------

                Net cash used in financing
                   activities                            (369)          (1,170)                -                  -          (1,539)
                                                  -----------       ----------       -----------       -------------     -----------


    NET INCREASE (DECREASE) IN CASH AND CASH
       EQUIVALENTS                                     (4,230)            (233)               89                  -          (4,374)
    CASH AND CASH EQUIVALENTS, beginning of
       the period                                       3,886              792               241                  -           4,919
                                                  -----------       ----------       -----------       -------------     -----------

    CASH AND CASH EQUIVALENTS, end of the
       period                                     $      (344)      $      559       $       330       $          -      $      545
                                                  ===========       ==========       ===========       =============     ===========


</TABLE>


                                       18
<PAGE>


               SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET
                              AS OF JANUARY 1, 2000
                                   (Unaudited)
                             (dollars in thousands)

<TABLE>
<CAPTION>

                                                     Parent          Guarantor      Non-Guarantor
                                                     Company       Subsidiaries      Subsidiaries      Eliminations     Consolidated
                                                     -------       ------------     -------------      ------------     ------------


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

                    ASSETS
                    ------

    CURRENT ASSETS:
       Cash and cash equivalents                 $    3,886       $       792       $       241       $          -       $    4,919
       Accounts receivable, net                       2,151             2,131                13                  -            4,295
       Amounts due from franchisees and
          licensees, net                              1,314             2,394                 -                  -            3,708
       Inventories                                    4,009               968                 -                  -            4,977
       Other current assets and amounts due
          from (to) affiliates, net                  22,236           (18,898)             (642)                 -            2,696
                                                 ----------       -----------       -----------       ------------       -----------

            Total current assets                     33,596           (12,613)             (388)                 -           20,595

    PROPERTY AND EQUIPMENT, net                      26,481             2,033               151                  -           28,665
    INTANGIBLES, net                                 74,301            81,769               289                  -          156,359
    INVESTMENT IN SUBSIDIARIES                       65,468                 -                 -            (65,468)              -
    OTHER ASSETS                                      2,714               134               (57)                 -            2,791
                                                 ----------       -----------       -----------       ------------       -----------

                                                 $  202,560       $    71,323       $        (5)      $    (65,468)      $  208,410
                                                 ==========       ===========       ===========       ============       ===========


LIABILITIES AND STOCKHOLDER'S
-----------------------------
  EQUITY (DEFICIT)
  ----------------

CURRENT LIABILITIES:
    Current portion of long-term debt and
       capital lease obligations                 $    1,377       $       246       $         -       $          -       $    1,623
    Accounts payable                                  8,823             1,676                15                  -           10,514
    Accrued liabilities                              11,134             1,000               110                  -           12,244
                                                 ----------       -----------       -----------       ------------       -----------

            Total current liabilities                21,334             2,922               125                  -           24,381

LONG-TERM DEBT AND CAPITAL LEASE
    OBLIGATIONS, net of current portion             144,582               280                 -                  -          144,862

STORE CLOSURE RESERVE, net of current portion         3,529                 -                 -                  -            3,529
MANDATORILY REDEEMABLE CUMULATIVE PREFERRED
 STOCK                                                    -             1,070                 -                  -            1,070
MINORITY INTEREST                                                                                              111              111
STOCKHOLDER'S EQUITY (DEFICIT)                       33,115            67,051              (130)           (65,579)          34,457
                                                 ----------       -----------       -----------       ------------       -----------

                                                 $  202,560       $    71,323       $        (5)      $    (65,468)      $  208,410
                                                 ==========       ===========       ===========       ============       ===========

</TABLE>



                                       19
<PAGE>



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

<TABLE>
<CAPTION>

                                                   Parent          Guarantor      Non-Guarantor
                                                   Company       Subsidiaries      Subsidiaries      Eliminations     Consolidated
                                                   -------       ------------     -------------      ------------     ------------

    <S>                                          <C>              <C>               <C>               <C>                <C>
    NET REVENUES                                 $   38,257       $     6,635       $        59       $       (959)      $   43,992
                                                 ----------       -----------       -----------       ------------       -----------

    OPERATING COSTS AND EXPENSES:
       Selling and store occupancy costs             21,632                 -                83               (322)          21,393
       Food 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>

                                       20
<PAGE>



          SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                      FOR THE 13 WEEKS ENDED APRIL 3, 1999
                                   (Unaudited)
                             (dollars in thousands)
<TABLE>
<CAPTION>

                                                   Parent          Guarantor      Non-Guarantor
                                                   Company       Subsidiaries      Subsidiaries      Eliminations       Consolidated
                                                   -------       ------------     -------------      ------------       ------------


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

    NET CASH (USED IN) PROVIDED BY  OPERATING
       ACTIVITIES                                $   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:
          Payment of debt financing costs              (800)               -                -                 -                (800)
          Reduction of long-term debt and
            capital lease obligations                (4,588)             (888)              -                 -              (5,476)
          Reduction in preferred stock                    -               (21)              -                 -                 (21)
                                                 ----------       -----------       -----------       ------------       -----------

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

    NET (DECREASE) INCREASE IN CASH AND CASH
       EQUIVALENTS                                   12,934            (7,170)              (23)              -               5,741
    CASH AND CASH EQUIVALENTS, beginning of
       period                                         3,539             1,134                78               -               4,751
                                                 ----------       -----------       -----------       ------------       -----------

    CASH AND CASH EQUIVALENTS, end of period     $   16,473       $    (6,036)      $        55       $       -          $   10,492
                                                 ==========       ===========       ===========       ============       ===========

</TABLE>

                                       21
<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 eight wholly owned
operating  subsidiaries;  namely, Great American Cookie Company,  Inc., The Mrs.
Fields' Brand,  Inc.,  Pretzel Time,  Inc.,  Pretzelmaker  Holdings,  Inc., Mrs.
Fields' Cookies  Australia,  Mrs. Fields' Cookies (Canada) Ltd., H&M Canada, and
Pretzelmaker of Canada; and three partially owned subsidiaries.

         Mrs. Fields primarily operates and franchises retail stores, which sell
freshly baked cookies,  brownies,  pretzels and other food products  through six
specialty retail chains. As of April 1, 2000, Mrs. Fields owned and operated 127
Mrs. Fields Cookies stores, 91 Original Cookie Company stores, 92 Great American
Cookies  stores,  51 Hot Sam  Pretzels  stores,  81  Pretzel  Time  stores and 4
Pretzelmaker  stores  in  the  United  States.  Additionally,  Mrs.  Fields  has
franchised or licensed 852 stores in the United States and 128 stores in several
other  countries.  As of April 1,  2000,  Mrs.  Fields  owned and  operated  421
continuing  stores and 25 stores  which are in the  process  of being  closed or
franchised.  All of the stores in the process of being closed or franchised  are
expected to be closed or franchised by the end of fiscal year 2000.

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

         All dollar amounts presented herein are stated in thousands.


                                       22
<PAGE>

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 1, 2000 and
the 13 weeks ended April 3, 1999. As  supplemental  information,  the table also
segregates the statement of operations data into a continuing  stores and stores
in the process of being closed or franchised format.

<TABLE>
<CAPTION>

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

Statement of Operations Data:

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

Operating Costs and Expenses:
     Selling and store occupancy costs.                                         18,320           21,393          (14.4)
     Cost of sales.....................                                         10,967           11,931           (8.1)
     General and administrative........                                          5,121            5,324           (3.8)
     Depreciation and amortization                                               5,658            5,396            4.9
                                                                           -----------      -----------
       Total operating costs and expenses                                       40,066           44,044           (9.0)
                                                                           -----------      -----------


Other Income (Expense):
     Interest expense..................                                         (4,598)          (4,337)           6.0
     Interest income...................                                             23               38          (39.5)
     Other expenses, net...............                                            (43)            (323)         (86.7)
                                                                           -----------      -----------
       Total other expense, net                                                 (4,618)          (4,622)           (.1)
                                                                           -----------      -----------
       Net loss........................                                    $    (4,782)     $    (4,674)           2.3%
                                                                           ===========      ===========



                                                                                                               % CHG
                                                                                                                FROM
                                                                                For the 13 Weeks Ended        1999 TO
                                                                              April 1,2000 April 3,1999         2000
                                                                              ------------ ------------       -------
                                                                                  (Dollars in thousands)
Supplemental Information
------------------------
Continuing stores:
    Net store and food sales...........                                    $    30,964      $    32,601          (5.0)%
                                                                           -----------      -----------
    Operating costs and expenses:
      Selling and store occupancy costs                                         16,302           17,772          (8.3)
      Cost of sales....................                                          7,780            8,311          (6.4)
      Depreciation and amortization....                                          2,031            1,970            3.1
                                                                           -----------      -----------

       Total operating costs and
         expenses......................                                         26,113           28,053          (6.9)
                                                                           -----------      -----------

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

Stores in the process of being closed
  or franchised:
    Net store and food sales...........                                    $     2,832      $     4,528         (37.5)%
                                                                           -----------      -----------

    Operating costs and expenses:
    Selling and store occupancy costs..                                          2,018            3,621          (44.3)
    Cost of sales......................                                            885            1,424          (37.9)
    Depreciation and amortization......                                            152              101           50.5
                                                                           -----------      -----------

       Total operating costs and
        expenses.......................                                          3,055            5,146          (40.6)
                                                                           -----------      -----------

        Stores in the process of being
         closed or franchised                                              $      (223)     $      (618)        (63.9)%
        contribution                                                       ===========      ===========

</TABLE>

                                       23
<PAGE>


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

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

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

<TABLE>
<CAPTION>

    Company-owned and Franchised or Licensed Store Activity         April 1, 2000          April 3, 1999
                                                                    --------------         -------------
                                                                 Company-   Franchised  Company-   Franchised
                                                                  Owned    or Licensed   Owned    or Licensed
                                                                 --------  -----------  --------  -----------

       <S>                                                        <C>         <C>         <C>        <C>
       Stores open as of the beginning of the 13 weeks ended        462         981         566        972
         Stores opened (including relocations)                        3          35           6         31
         Stores closed (including relocations)                      (13)        (41)        (16)       (19)
         Stores sold to franchisees                                  (3)          3          (3)         3
         Non-continuing (exit plan) stores closed (September
         18, 1996 forward)                                           (1)          -         (33)         -
         Non-continuing (exit plan) stores franchised
         (September 18, 1996 forward)                                (3)          3          (6)         6

         Stores acquired from franchisees                             1          (1)          2         (2)
                                                                    ---         ---         ---        ---

       Stores open as of the end of the 13 weeks ended              446         980         516        991
                                                                    ===         ===         ===        ===

</TABLE>

Revenues

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

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

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

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

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

                                       24
<PAGE>


<PAGE>


Operating Costs and Expenses

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

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

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

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

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

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

         General  and  Administrative   Expenses.   General  and  administrative
expenses decreased $203, or 3.8 percent,  from $5,324 to $5,121 for the 13 weeks
ended April 1, 2000  compared to the 13 weeks ended April 3, 1999.  The decrease
in general and  administrative  expenses  was  primarily  attributable  to lower
expenditures on marketing costs.

         Depreciation  and  Amortization.  Total  depreciation  and amortization
expense  increased  by $262,  or 4.9  percent,  from $5,396 to $5,658 for the 13
weeks  ended April 1, 2000  compared  to the 13 weeks  ended April 3, 1999.  The
increase is primarily due to  depreciation  on the newly installed point of sale
and  other  computer  equipment,  depreciation  of new  equipment  installed  in
continuing  stores and the acceleration of depreciation on stores in the process
of being closed.

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

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

         Net Loss. The net loss  increased by $108, or 2.3 percent,  from $4,674
to $4,782 for the 13 weeks  ended  April 1, 2000  compared to the 13 weeks ended
April 3, 1999 due to the combination of factors described above.

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

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


Liquidity and Capital Resources

         General

         Mrs.  Fields'  principal  sources  of  liquidity  are cash  flows  from
operating  activities,  cash on hand and available borrowings under Mrs. Fields'
existing revolving credit facility. As of April 1, 2000, Mrs. Fields had $545 of
cash and cash  equivalents on hand and $8,282  additional  borrowings  available
under its revolving  credit  facility.  Mrs.  Fields expects to use its existing
cash,  cash flows from operating  activities and its credit  facility to provide
working  capital,   finance  capital  expenditures  and  to  meet  debt  service
requirements,  including  the June 1, 2000  interest  payment.  Based on current



                                       25
<PAGE>

operations,  Mrs. Fields believes that its sources of liquidity will be adequate
to meet its anticipated  requirements for working capital, capital expenditures,
scheduled debt service requirements and other general corporate purposes on both
a short and  long-term  basis.  There can be no  assurance,  however,  that Mrs.
Fields'  business  will  continue  to  generate  cash flows at or above  current
levels.

         April 1, 2000 Compared to January 1, 2000

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

         Mrs. Fields' working capital decreased by $1,021, or 27.0 percent, to a
negative $4,807 at April 1, 2000 from a negative $3,786 at January 1,2000.  This
decrease is due primarily to the decrease in cash.

         Long-term assets decreased $5,444 or 2.9 percent to $182,371,  at April
1, 2000 from $187,815 at January 1, 2000. This decrease was primarily the result
of  scheduled  depreciation  and  amortization  of fixed  assets,  goodwill  and
deferred loan costs.

         Mrs. Fields' operating  activities used cash of $1,643 for the 13 weeks
ended April 1, 2000,  primarily for the payment of expenses incurred in December
1999, but not paid until January.

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

         Mrs. Fields utilized $1,539 of cash in financing  activities during the
13 weeks  ended  April 1, 2000,  primarily  for the  payment of debt  related to
acquisitions.  During the current  quarter,  the Preferred stock of Pretzel Time
was redeemed in full.

         The  specialty  cookie  and  pretzel  businesses  do  not  require  the
maintenance of significant  receivables or  inventories;  however,  Mrs.  Fields
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 1, 2000 and April 3,
1999, Mrs. Fields expended $1,192 and $1,282,  respectively,  for capital assets
and  expects  to  expend a total of  approximately  $9,000  in 2000.  Management
anticipates  that these  expenditures  will be funded with cash  generated  from
operating  activities and  short-term  borrowings  under its credit  facility as
needed.


Inflation

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


Forward-looking Information

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

o        Our  ability  to  continue  integrating  the  businesses  of  companies
         acquired with Mrs. Fields and to realize the expected  ongoing benefits
         and cost savings from our acquisitions;

                                       26
<PAGE>

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 and
o        Changes in mall customer traffic

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


                                       27
<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



                                       28
<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 16, 2000
-------------------------------------      ------------
Larry A. Hodges, President & CEO Date


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



                                       29