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

                                   FORM 10-K/A

                                 AMENDMENT NO. 1

|X|     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
        OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: DECEMBER 30, 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                                 (IRS employer
of incorporation or organization)                            identification no.)

 2855 EAST COTTONWOOD PARKWAY, SUITE 400
         SALT LAKE CITY, UTAH                               84121-7050
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(Address of principal executive offices)                    (Zip code)

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

Securities registered pursuant to Section 12(b) of the Act:
NONE

Securities registered pursuant to Section 12(g) of the Act:
NONE

      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

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|

      The Company had 400 shares of common stock outstanding at MARCH 30, 2001.

      Documents incorporated by reference: Certain of the Registrant's prior
registration statements and reports are incorporated herein by reference thereto
in Part IV of this report.

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                                EXPLANATORY NOTE

      The purpose of this amendment is to amend and restate Part IV, Item 14
solely to add exhibits, which were excluded from the Registrant's Annual Report
on Form 10-K filed with the Securities and Exchange Commission on March 30,
2001. Other than such additions of exhibits and the indication on the cover page
to this report that certain documents are incorporated by reference in Part IV
of this report, no other changes are made by this amendment and all other
information included in the initial filing is unchanged.

                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K

      (a)   FINANCIAL STATEMENTS

            (1)   See Item 8 "Financial Statements and Supplementary Data" for a
                  list of the financial statements filed as part of this report.

            (2)   The following financial statement schedule for Mrs. Fields'
                  Original Cookies, Inc. is filed as a part of this report

                                                                            PAGE

                  Schedule II - Valuation and Qualifying Accounts.........   78

            (3)   Exhibits Index

                  The exhibits filed with or incorporated by reference in this
                  report are listed in the Exhibit Index beginning on page 71.

      (b)   REPORTS FILED ON FORM 8-K DURING THE FOURTH QUARTER

            None

                                  EXHIBIT INDEX

Exhibit
Number                                 Description
------                                 -----------

   2.1   Securities Purchase Agreement by and among Cookies USA, Inc., the
         Individuals and Entities Identified Therein as The Sellers and Mrs.
         Fields' Original Cookies, Inc., dated as of August 13, 1998, filed
         as Exhibit 2.3 to the Company's Registration Statement on Form S-4
         (No. 333-67389) and incorporated by reference herein.

   2.2   Stock Purchase Agreement among Mrs. Fields' Original Cookies, Inc.,
         as Buyer, and Jake Tortorice of Chocolate Chip Cookies of Texas,
         Inc. as Seller, filed as Exhibit 2.3 to the 8-K dated September 3,
         1998, filed as Exhibit 2.4 to the Company's Registration Statement
         on Form S-4 (No. 333-67389) and incorporated by reference herein.

   2.3   Stock Purchase Agreement among Mrs. Fields' Original Cookies, Inc.,
         as Buyer, and Lawrence J. Cohen, Mildred S. Cohen, Jerome E. Mouton,
         Steven J. Bryan and Jason A. Piltzmaker, holders of all outstanding
         capital stock of Deblan Corporation, as Sellers, filed as Exhibit
         2.2 to the 8-K dated September 3, 1998, filed as Exhibit 2.5 to the
         Company's Registration Statement on Form S-4 (No. 333-67389) and
         incorporated by reference herein.

   2.4   Asset Purchase Agreement between Mrs. Fields' Original Cookies, Inc.
         and ASK & MSK Family Limited Partnership-II(B), Ltd., filed as
         Exhibit


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         2.4 to the 8-K dated September 3, 1998, filed as Exhibit 2.6 to the
         Company's Registration Statement on Form S-4 (No. 333-67389) and
         incorporated by reference herein.

   2.5   Asset Purchase Agreement between Mrs. Fields' Original Cookies, Inc.
         and Crossroads Cookies, Inc., filed as Exhibit 2.5 to the 8-K dated
         September 3, 1998, filed as Exhibit 2.7 to the Company's
         Registration Statement on Form S-4 (No. 333-67389) and incorporated
         by reference herein.

   2.6   Asset Purchase Agreement between Mrs. Fields' Original Cookies, Inc.
         and Hot Barton and Northpark Cookies, Inc., filed as Exhibit 2.6 to
         the 8-K dated September 3, 1998, filed as Exhibit 2.8 to the
         Company's Registration Statement on Form S-4 (No. 333-67389) and
         incorporated by reference herein.

   2.7   Asset Purchase Agreement between Mrs. Fields' Original Cookies, Inc.
         and Northpark Cookies, Inc., filed as Exhibit 2.7 to the 8-K dated
         September 3, 1998, filed as Exhibit 2.9 to the Company's
         Registration Statement on Form S-4 (No. 333-67389) and incorporated
         by reference herein.

   2.8   Asset Purchase Agreement between Mrs. Fields' Original Cookies, Inc.
         and Quail Springs Cookies, Inc., filed as Exhibit 2.8 to the 8-K
         dated September 3, 1998, filed as Exhibit 2.10 to the Company's
         Registration Statement on Form S-4 (No. 333-67389) and incorporated
         by reference herein.

   2.9   Asset Purchase Agreement between Mrs. Fields' Original Cookies, Inc.
         and Westgate Cookies, Inc., filed as Exhibit 2.9 to the 8-K dated
         September 3, 1998, filed as Exhibit 2.11 to the Company's
         Registration Statement on Form S-4 (No. 333-67389) and incorporated
         by reference herein.

   3.1   Restated Certificate of Incorporation of Mrs. Fields' Original
         Cookies, Inc., filed as Exhibit 3.1 to the Company's Registration
         Statement on Form S-4 (No. 333-45179) and incorporated by reference
         herein.

   3.2   By-Laws of Mrs. Fields' Original Cookies, Inc., filed as Exhibit 3.4
         to the Company's Registration Statement on Form S-4 (No. 333-45179)
         and incorporated by reference herein.

   4.1   Indenture, dated as of November 26, 1997, among Mrs. Fields'
         Original Cookies, Inc., The Mrs. Fields' Brand, Inc., and The Bank
         of New York, as Trustee, filed as Exhibit 4.1 to the Company's
         Registration Statement on Form S-4 (No. 333-45179) and incorporated
         by reference herein.

   4.2   Form of Notation of Guarantee (included as Exhibit E to Exhibit 4.1)

   4.3   Form of Certificate of Senior Note (included as Exhibit A to Exhibit
         4.1)

   4.4   First Supplemental Indenture, dated as of August 24, 1998, among
         Mrs. Fields' Original Cookies, Inc., The Mrs. Fields' Brand, Inc.,
         and The Bank of New York, as Trustee, filed as Exhibit 4.4 to the
         Company's Registration Statement on Form S-4 (No. 333-67389) and
         incorporated by reference herein.

   4.5   Second Supplemental Indenture, dated as of August 24, 1998, among
         Mrs. Fields' Original Cookies, Inc., The Mrs. Fields' Brand, Inc.,
         Great American Cookie Company, Inc., and The Bank of New York, as
         trustee, filed as Exhibit 4.5 to the Company's Registration
         Statement on Form S-4 (No. 333-67389) and incorporated by reference
         herein.

   4.6   Third Supplemental Indenture, dated as of November 20, 1998, among


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         Mrs. Fields' Original Cookies, Inc., Great American Cookie Company,
         Inc., The Mrs. Fields' Brand, Inc., Pretzelmaker Holdings, Inc., and
         The Bank of New York, as a Trustee, filed as Exhibit 4.6 to the
         Company's Registration Statement on Form S-4 (No. 333-67389) and
         incorporated by reference herein.

   4.7   Fourth Supplemental Indenture, dated as of December 30, 1998, among
         Mrs. Fields' Original Cookies, Inc., Great American Cookie Company,
         Inc., The Mrs. Fields' Brand, Inc., Pretzelmaker Holdings, Inc.,
         Pretzel Time, Inc. and The Bank of New York, as a Trustee, filed as
         Exhibit 4.7 to the Company's Registration Statement on Form S-4 (No.
         333-67389) and incorporated by reference herein.

   4.8   Fifth Supplemental Indenture, dated as of January 27, 2000, among
         Mrs. Fields' Original Cookies, Inc., Great American Cookie Company,
         Inc., The Mrs. Fields' Brand, Inc., Pretzelmaker Holdings, Inc., and
         The Bank of New York, as a Trustee, filed as Exhibit 4.8 to the
         Company's Registration Statement on Form S-4 (No. 333-67389) and
         incorporated by reference herein.

   4.9   Registration Rights Agreement, dated as of August 24, 1998, among
         Mrs. Fields' Original Cookies, Inc., The Mrs. Fields' Brand, Inc.,
         Great American Cookie Company, Inc., Jefferies & Company, Inc. and
         BT Alex. Brown Incorporated, filed as Exhibit 4.9 to the Company's
         Registration Statement on Form S-4 (No. 333-67389) and incorporated
         by reference herein.

   10.1  Amended and Restated Marketing Agreement, dated as of January 9,
         1997, between Mrs. Fields' Original Cookies, Inc. and Coca-Cola USA
         Fountain, filed as Exhibit 10.27 to the Company's Registration
         Statement on Form S-4 (No. 333-45179) and incorporated by reference
         herein.

   10.2  Amendment, dated December 1, 1997, to Amended and Restated Marketing
         Agreement between Mrs. Fields' Original Cookies, Inc. and Coca-Cola
         USA Fountain, filed as Exhibit 10.4 to the Company's Registration
         Statement on Form S-4 (No. 333-67389) and incorporated by reference
         herein.

   10.3  Corollary Agreement, dated September 21, 1998, to existing marketing
         agreement, dated as of January 9, 1997 and amended on November 13,
         1997 and December 1, 1997 between Mrs. Fields' Original Cookies,
         Inc. and Coca-Cola USA Fountain, filed as Exhibit 10.5 to the
         Company's Registration Statement on Form S-4 (No. 333-67389) and
         incorporated by reference herein.

   10.4  Employment Agreement, dated as of October 1, 1997, between Michael
         R. Ward and Mrs. Fields' Original Cookies, Inc., filed as Exhibit
         10.28 to the Company's Registration Statement on Form S-4 (No.
         333-45179) and incorporated by reference herein.

   10.5  Employment Agreement, dated as of October 1, 1997, between Pat
         Knotts and Mrs. Fields' Original Cookies, Inc., filed as Exhibit
         10.29 to the Company's Registration Statement on S-4 (No. 333-45179)
         and incorporated by reference herein.

   10.6  Employment Agreement, dated as of July 1, 1996, between Lawrence
         Hodges and Mrs. Fields' Original Cookies, Inc., filed as Exhibit
         10.31 the Company's Registration Statement on Form S-4 (No.
         333-45179) and incorporated by reference herein.

   10.7  Employment Agreement, dated as of July 10, 1997, between Garry
         Remington and Mrs. Fields' Original Cookies, Inc. , filed as Exhibit
         10.10 to the Company's Registration Statement on Form S-4 (No.
         333-67389) and incorporated by reference herein.

   10.8  Lease Agreement, dated as of February 23, 1993, between The
         Equitable


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         Life Assurance Society of the United States and Mrs. Fields Cookies,
         filed as Exhibit 10.32 the Company's Registration Statement on
         Form S-4 (No. 333-45179) and incorporated by reference herein.

   10.9  Lease Agreement, dated as of October 10, 1995, between The Equitable
         Life Assurance Society of the United States and Mrs. Fields Cookies,
         filed as Exhibit 10.33 the Company's Registration Statement on Form
         S-4 (No. 333-45179) and incorporated by reference herein.

   10.10 Letter of Agreement, dated as of October 1, 1992, between United
         Airlines, Inc. and Mrs. Fields Development Corporation, filed as
         Exhibit 10.34 to the Company's Registration Statement on Form S-4
         (No. 333-45179) and incorporated by reference herein.

   10.11 Lease Agreement, dated as of January 18, 1998, between 2855 E.
         Cottonwood Parkway, L.C. and Mrs. Fields' Original Cookies, Inc.,
         filed as Exhibit 10.35 to the Company's Registration Statement on
         Form S-4 (No. 333-45179) and incorporated by reference herein.

   10.12 Amendment to Supply Agreement, dated as of June 19, 1995 between Van
         Den Bergh Foods Company and Mrs. Fields Inc., filed as Exhibit 10.37
         to the Company's Registration Statement on Form S-4 (No. 333-45179)
         and incorporated by reference herein.

   10.13 License Agreement, dated as of March 1, 1992, between Mrs. Fields
         Development Corporation and Marriott Corporation, filed as Exhibit
         10.40 to the Company's Registration Statement on Form S-4 (No.
         333-45179) and incorporated by reference herein.

   10.14 License Agreement, dated as of October 28, 1993 between Mrs. Fields
         Development Corporation and Marriott Management Services, Corp.,
         filed as Exhibit 10.41 to the Company's Registration Statement on
         Form S-4 (No. 333-45179) and incorporated by reference herein.

   10.15 Uniform Franchise Offering Circular of Pretzel Time, Inc., filed as
         Exhibit 10.32 to the Company's registration Statement on Form S-4
         (No. 333-67389), and incorporated by reference herein.

   10.16 Uniform Franchise Offering Circular of Great American Cookie
         Company, Inc. as amended on November 24, 1998, filed as Exhibit
         10.33 to the Company's registration Statement on Form S-4 (No.
         333-67389), and incorporated by reference herein.

   10.17 Assignment of Assets and Assumption of Liabilities Agreement, dated
         July 25, 1997, between H&M Concepts Ltd., Co., and Mrs. Fields'
         Pretzel Concepts, Inc., filed as Exhibit 10.62 to the Company's
         Registration Statement on Form S-4 (No. 333-45179) and incorporated
         by reference herein.

   10.18 First Amendment to Operating Agreement for UVEST, LLC, dated July
         25, 1997, between Mrs. Fields' Pretzel Concepts, Inc. and NVEST
         Limited, filed as Exhibit 10.64 to the Company's Registration
         Statement on Form S-4 (No. 333-45179) and incorporated by reference
         herein.

   10.19 First Amendment to Operating Agreement for LV-H&M, L.L.C., Dated
         July 25, 1997, between Mrs. Fields' Pretzel Concepts, Inc. and Jean
         Jensen, filed as Exhibit 10.65 to the Company's Registration
         Statement on Form S-4 (No. 333-45179) and incorporated by reference
         herein.

   10.20 Lease Agreement, dated March 2, 1995, between Price Development
         Company, Limited Partnership and Mrs. Fields Cookies, filed as
         Exhibit 10.69 to the Company's Registration Statement on Form S-4
         (No. 333-45179) and incorporated by reference herein.

   10.21 Mrs. Fields' Holding Company, Inc. Director Stock Option Plan, filed
         as Exhibit 10.40 to the Company's Registration Statement on Form S-4
         (No. 333-67389) and incorporated by reference herein.


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   10.22 Mrs. Fields' Holding Company, Inc. Employee Stock Option Plan, filed
         as Exhibit 10.41 to the Company's Registration Statement on Form S-4
         (No. 333-67389) and incorporated by reference herein.

   10.23 Mrs. Fields' Holding Company, Inc. Director Stock Purchase Plan,
         filed as Exhibit 10.42 to the Company's Registration Statement on
         Form S-4 (No. 333-67389) and incorporated by reference herein.

   10.24 Amended and Restated Loan Agreement, dated as of February 28, 1998,
         between Mrs. Fields' Original Cookies, Inc. and LaSalle National
         Bank, filed as Exhibit 10.73 to the Company's Registration Statement
         on Form S-4 (No. 333-45179) and incorporated by reference herein.

   10.25 Intellectual Property Security Agreement, dated as of February 28,
         1998, between Mrs. Fields' Original Cookies, Inc. and LaSalle
         National Bank, filed as Exhibit 10.44 to the Company's Registration
         Statement on Form S-4 (No. 333-67389) and incorporated by reference
         herein.

   10.26 Pledge and Security Agreement, dated as of February 28, 1998,
         between Mrs. Fields' Original Cookies, Inc. and LaSalle National
         Bank, filed as Exhibit 10.45 to the Company's Registration Statement
         on Form S-4 (No. 333-67389) and incorporated by reference herein.

   10.27 Stockholders' Agreement, dated as of July 17, 1998, between Mrs.
         Fields' Holding Company, Inc. and its Stockholders, filed as Exhibit
         10.46 to the Company's Registration Statement on Form S-4 (No.
         333-67389) and incorporated by reference herein.

   10.28 Form of Settlement Agreement and Release, by and among Mrs. Fields'
         Original Cookies, Inc., Capricorn Investors II, L.P., a Delaware
         limited partnership, Great American Cookie Company, Inc., Cookies
         USA, Inc., The Jordan Company, and the Franchisees parties thereto,
         filed as Exhibit 10.47 to the Company's Registration Statement on
         Form S-4 (No. 333-67389) and incorporated by reference herein.

   10.29 Supply Agreement, dated as of March 30, 1998 between Mrs. Fields'
         Original Cookies, Inc. and LBI Acquisition Corp. d/b/a Pennant
         Foods, filed as Exhibit 10.48 to the Company's Registration
         Statement on Form S-4 (No. 333-67389) and incorporated by reference
         herein.

   10.30 Trademark License Agreement, dated as of January 3, 2000, between
         The Mrs. Fields' Brand, Inc. and Nonni's Food Company, Inc., filed
         as Exhibit 10.30 to the Company's Annual Report on Form 10-K filed
         on March 30, 2000 and incorporated by reference herein.

   10.31 Purchase Agreement, dated December 1, 1999, between The Mrs. Fields'
         Brand, Inc. and Nonni's Food Company, Inc., filed as Exhibit 10.31
         to the Company's Annual Report on Form 10-K filed on March 30, 2000
         and incorporated by reference herein.

   10.32 First Amendment to Amended and Restated Loan Agreement, dated as of
         July 31, 1998, by and between Mrs. Fields' Original Cookies Inc. and
         LaSalle National Bank, filed as Exhibit 10.51 to the Company's
         Registration Statement on Form S-4 (No. 333-67389) and incorporated
         by reference herein.

   10.33 Second Amendment to Amended and Restated Loan Agreement, dated as of
         April 1, 1999, by and between Mrs. Fields' Original Cookies Inc. and
         LaSalle National Bank, filed as Exhibit 10.52 to the Company's
         Registration Statement on Form S-4 (No. 333-67389) and incorporated
         by reference herein.

   10.34 Third Amendment to Amended and Restated Loan Agreement, dated as of
         February 1, 2000, by and between Mrs. Fields' Original Cookies Inc.
         and LaSalle National Bank, filed as Exhibit 10.53 to the Company's
         Registration Statement on Form S-4 (No. 333-67389) and incorporated
         by


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         reference herein.

   10.35 Management Agreement, dated as of May 31, 2000, by and among Mrs.
         Fields' Original Cookies Inc., TCBY Holding Company, Inc. and TCBY
         Systems, LLC, filed as Exhibit 10.56 to Post-Effective Amendment No.
         1 to the Company's Registration Statement on Form S-4 (No.
         333-67389) and incorporated by reference herein.

   10.36 Amendment No. 1 to Management Agreement, dated as of December 22,
         2000, by and among Mrs. Fields' Original Cookies Inc., TCBY Holding
         Company, Inc. and TCBY Systems, LLC.

   10.37 Fourth Amendment to Amended and Restated Loan Agreement, dated as of
         April 3, 2000, by and between Mrs. Fields' Original Cookies Inc. and
         LaSalle National Bank.

   10.38 Fifth Amendment to Amended and Restated Loan Agreement, dated as of
         March 30, 2001, by and between Mrs. Fields' Original Cookies Inc.
         and LaSalle National Bank.

   10.39 Tax Allocation Agreement, dated as of September 28, 1998 by and
         between Mrs. Fields' Holding Company, Inc. and all of its direct and
         indirect subsidiaries

   10.40 Trademark License Agreement, dated as of February 21, 2001, between
         The Mrs. Fields' Brand, Inc. and Nonni's Food Company, Inc.

   10.41 Amendment Number One, dated as of December 28, 2000, to Purchase
         Agreement, dated December 1, 1999, between The Mrs. Fields' Brand,
         Inc. and Nonni's Food Company, Inc.

   12.1  Computation of ratio of earnings to fixed charges of Mrs. Fields'
         Original Cookies, Inc.

   21.1  Subsidiaries of Mrs. Fields' Original Cookies, Inc.

   99.3  Schedule II - Valuation and Qualifying Accounts.

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

MRS. FIELDS' ORIGINAL COOKIES, INC.


/s/ Larry A. Hodges                                 May 15, 2001
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Larry A. Hodges, President & CEO                       Date


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