SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 8-K
                               CURRENT REPORT

                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934


                              August 31, 2001
                              ---------------
                     (Date of earliest event reported)


                     Mrs. Fields' Holding Company, Inc.
                     ----------------------------------
           (Exact name of Registrant as specified in its charter)


  Delaware                     333-67393                87-0563475
(State of                 (Commission File No.)       (IRS Employer
Incorporation)                                        Identification No.)


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


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


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






                  INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 5. OTHER EVENTS.

Mrs. Fields Reorganization

         On September 29, 2001, Mrs. Fields' Holding Company, Inc. (the
"Company") completed a reorganization (the "Mrs. Fields Reorganization"),
pursuant to which the stockholders and optionholders of the Company
contributed their shares of common stock, preferred stock and options to
Mrs. Fields Famous Brands, Inc., a Delaware corporation ("Holdco"), in
exchange for the same number of shares of common stock of Holdco, preferred
stock of Holdco and Holdco options with essentially the same terms, except
that the holders of the Holdco preferred stock have the right to vote
together with the holders of the Holdco common stock on matters submitted
to the vote of the common stockholders, with each preferred share having
five votes and each common share having one vote. In connection with the
Mrs. Fields Reorganization, provision also was made for the Company's
warrantholders to receive Holdco warrants and the Holdco common shares
issuable under the warrants in exchange for their current warrants with
"stapled" Company common stock, on the basis that the warrants and shares
may only be traded together as "stapled" units and no additional shares
will be issuable when the warrants are exercised.

         Immediately following and as part of the same integrated
transaction as the Mrs. Fields Reorganization and pursuant to an Agreement
and Plan of Merger, dated as of August 31, 2001, a wholly owned subsidiary
of Holdco merged (the "Merger") with and into TCBY Holding Company, Inc.
("TCBYH"). In the Merger, each share of common stock of TCBYH was converted
into the right to receive 0.369 of a share of Holdco common stock and each
share of preferred stock of TCBYH was converted into the right to receive
46.79 shares of Holdco common stock. Holdco also issued approximately
53,000 shares of its common stock (valued on a per share basis at the
implied value of one share of Holdco common stock at the effective time of
the Merger) to Capricorn Investors II, L.P. in consideration of its cash
investment of $1.2 million in Holdco, the proceeds of which were used to
pay the costs of the transactions described above to the extent such costs
were not paid by TCBYH or its subsidiaries because of limitations contained
under agreements governing its existing indebtedness.

         As a result of the Mrs. Fields Reorganization and the Merger, the
Company and TCBYH have become first tier subsidiaries of Holdco. Giving
effect to the Mrs. Fields Reorganization and the Merger, Capricorn
Investors II, L.P., the former majority stockholder of the Company, holds
approximately 48% of the fully diluted common stock of Holdco, and
Capricorn Investors III, L.P., the former majority stockholder of TCBYH and
an affiliate of Capricorn Investors II, L.P., holds approximately 28% of
the fully diluted common stock of Holdco.

         The Board of Directors of Holdco consists of all of the members of
the Board of Directors of the Company and all of the former members of the
Board of Directors of TCBYH until such time as each such member's
respective successors are elected and qualified or until such member's
earlier death, disqualification, resignation or removal and unless and
until the number of members of the Holdco Board of Directors shall be duly
increased or decreased.

         No "change of control" of the Company or its subsidiaries occurred
under the Indenture governing its 14% Senior Secured Discount Notes due
2005, the Indenture governing the 10 1/8% Senior Notes due 2004 of Mrs.
Fields' Original Cookies, Inc., the Company's direct wholly owned
subsidiary ("MFOC"), or agreements governing the Company's other
indebtedness.

Tax Allocation Agreements

         On the closing date of the Mrs. Fields Reorganization, the Company
and its subsidiaries entered into an Amended and Restated Tax Allocation
Agreement and a Supplement thereto, in order, among other things, (i) to
reflect the fact that Holdco will replace the Company as the common parent
of the consolidated tax group, which includes the Company, TCBYH and each
of their respective subsidiaries (the "Group"), and (ii) to provide for the
equitable compensation of the Company or its subsidiaries for the expected
utilization of all or a part of certain consolidated net operating loss
carryforward, which existed at the Company prior to the Mrs. Fields
Reorganization and the Merger, by TCBYH and its subsidiaries to offset
certain consolidated taxable income of the Group.

Management Agreement and Subordination Agreement

         MFOC entered into a Management Agreement, dated as of May 31,
2000, as amended by Amendment No. 1 to Management Agreement, dated as of
December 22, 2000(as so amended, the "Management Agreement"), by and among
MFOC, TCBYH, TCBY Systems, LLC, a Delaware limited liability company, which
is an indirect wholly owned subsidiary of TCBYH ("Systems" and, together
with TCBYH, "TCBY") pursuant to which corporate and administrative
functions of TCBY were transferred to MFOC and MFOC manages and operates
TCBY's business in exchange for a management fee and certain other amounts.

         In connection with the amendment and restatement of certain
agreements governing TCBY's indebtedness, MFOC, TCBY, and, for certain
purposes, Americana Foods Limited Partnership, a Texas limited partnership
("Americana"), entered into Amendment No. 2 to Management Agreement, dated
as of August 31, 2001 (the "Management Agreement Amendment"), pursuant to
which certain terms of the Management Agreement were amended. The
Management Agreement Amendment, among other things, provides for the
retention of certain amounts payable under the Management Agreement and to
the release of such amounts based on compliance with a ratio test under
TCBY's credit agreement. The Management Agreement Amendment also reflects
changes to the Management Agreement relating to (i) the allocation of
certain manufacturing savings among MFOC, TCBY and Americana, and (ii) the
payment of a special management fee to which MFOC would be entitled under
certain circumstances.

         In connection with the Amendment, MFOC entered into an Amended and
Restated Subordination Agreement, dated as of August 31, 2001 (the
"Subordination Agreement"), under which it agreed that the payment of
management fees and certain other amounts to be received by MFOC under the
Management Agreement would under certain circumstances be subordinated to
certain indebtedness of TCBY.


ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.


Exhibit 10.1                Amended and Restated Tax Allocation Agreement,
                            dated as of September 29, 2001, by and between
                            Mrs. Fields' Holding Company, Inc., TCBY Holding
                            Company, Inc., Mrs. Fields Famous Brands, Inc.
                            and direct and indirect subsidiaries of Mrs.
                            Fields Famous Brands, Inc. as set forth therein.

Exhibit 10.2                Supplement to Tax Allocation Agreement, dated as
                            of September 29, 2001, by and among Mrs. Fields'
                            Holding Company, Inc., all "MFH Subsidiaries"
                            (as defined therein), TCBY Holding Company,
                            Inc., all "TCBY Subsidiaries" (as defined
                            therein), and Mrs. Fields Famous Brands, Inc.

Exhibit 10.3                Amendment No. 2 to Management Agreement, dated
                            as of August 31, 2001, by and among Mrs. Fields'
                            Original Cookies, Inc., TCBY Holding Company,
                            Inc. and TCBY Systems, LLC., and, for certain
                            purposes, Americana Foods Limited Partnership.

Exhibit 10.4                Amended and Restated Subordination Agreement,
                            dated as of August 31, 2001, by and among Mrs.
                            Fields Original Cookies, Inc., TCBY Systems,
                            LLC, TCBY Enterprises, Inc., TCBY Holding Company,
                            Inc. and Wells Fargo Bank, National Association.



                                 SIGNATURES

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


                                         MRS. FIELDS' HOLDING COMPANY, INC.


                                         By:  /s/ LARRY A. HODGES
                                             ----------------------------
                                         Name: Larry A. Hodges
                                               Title: President


Date:  October 10, 2001
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SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 8-K
                               CURRENT REPORT

                   Pursuant to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

                              August 31, 2001
                              ---------------
                     (Date of earliest event reported)

                     Mrs. Fields' Holding Company, Inc.
                     ----------------------------------
           (Exact name of Registrant as specified in its charter)

  Delaware                     333-67393                87-0563475
(State of                 (Commission File No.)       (IRS Employer
Incorporation)                                        Identification No.)

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

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

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

                  INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 5. OTHER EVENTS.

Mrs. Fields Reorganization

         On September 29, 2001, Mrs. Fields' Holding Company, Inc. (the
"Company") completed a reorganization (the "Mrs. Fields Reorganization"),
pursuant to which the stockholders and optionholders of the Company
contributed their shares of common stock, preferred stock and options to
Mrs. Fields Famous Brands, Inc., a Delaware corporation ("Holdco"), in
exchange for the same number of shares of common stock of Holdco, preferred
stock of Holdco and Holdco options with essentially the same terms, except
that the holders of the Holdco preferred stock have the right to vote
together with the holders of the Holdco common stock on matters submitted
to the vote of the common stockholders, with each preferred share having
five votes and each common share having one vote. In connection with the
Mrs. Fields Reorganization, provision also was made for the Company's
warrantholders to receive Holdco warrants and the Holdco common shares
issuable under the warrants in exchange for their current warrants with
"stapled" Company common stock, on the basis that the warrants and shares
may only be traded together as "stapled" units and no additional shares
will be issuable when the warrants are exercised.

         Immediately following and as part of the same integrated
transaction as the Mrs. Fields Reorganization and pursuant to an Agreement
and Plan of Merger, dated as of August 31, 2001, a wholly owned subsidiary
of Holdco merged (the "Merger") with and into TCBY Holding Company, Inc.
("TCBYH"). In the Merger, each share of common stock of TCBYH was converted
into the right to receive 0.369 of a share of Holdco common stock and each
share of preferred stock of TCBYH was converted into the right to receive
46.79 shares of Holdco common stock. Holdco also issued approximately
53,000 shares of its common stock (valued on a per share basis at the
implied value of one share of Holdco common stock at the effective time of
the Merger) to Capricorn Investors II, L.P. in consideration of its cash
investment of $1.2 million in Holdco, the proceeds of which were used to
pay the costs of the transactions described above to the extent such costs
were not paid by TCBYH or its subsidiaries because of limitations contained
under agreements governing its existing indebtedness.

         As a result of the Mrs. Fields Reorganization and the Merger, the
Company and TCBYH have become first tier subsidiaries of Holdco. Giving
effect to the Mrs. Fields Reorganization and the Merger, Capricorn
Investors II, L.P., the former majority stockholder of the Company, holds
approximately 48% of the fully diluted common stock of Holdco, and
Capricorn Investors III, L.P., the former majority stockholder of TCBYH and
an affiliate of Capricorn Investors II, L.P., holds approximately 28% of
the fully diluted common stock of Holdco.

         The Board of Directors of Holdco consists of all of the members of
the Board of Directors of the Company and all of the former members of the
Board of Directors of TCBYH until such time as each such member's
respective successors are elected and qualified or until such member's
earlier death, disqualification, resignation or removal and unless and
until the number of members of the Holdco Board of Directors shall be duly
increased or decreased.

         No "change of control" of the Company or its subsidiaries occurred
under the Indenture governing its 14% Senior Secured Discount Notes due
2005, the Indenture governing the 10 1/8% Senior Notes due 2004 of Mrs.
Fields' Original Cookies, Inc., the Company's direct wholly owned
subsidiary ("MFOC"), or agreements governing the Company's other
indebtedness.

Tax Allocation Agreements

         On the closing date of the Mrs. Fields Reorganization, the Company
and its subsidiaries entered into an Amended and Restated Tax Allocation
Agreement and a Supplement thereto, in order, among other things, (i) to
reflect the fact that Holdco will replace the Company as the common parent
of the consolidated tax group, which includes the Company, TCBYH and each
of their respective subsidiaries (the "Group"), and (ii) to provide for the
equitable compensation of the Company or its subsidiaries for the expected
utilization of all or a part of certain consolidated net operating loss
carryforward, which existed at the Company prior to the Mrs. Fields
Reorganization and the Merger, by TCBYH and its subsidiaries to offset
certain consolidated taxable income of the Group.

Management Agreement and Subordination Agreement

         MFOC entered into a Management Agreement, dated as of May 31,
2000, as amended by Amendment No. 1 to Management Agreement, dated as of
December 22, 2000(as so amended, the "Management Agreement"), by and among
MFOC, TCBYH, TCBY Systems, LLC, a Delaware limited liability company, which
is an indirect wholly owned subsidiary of TCBYH ("Systems" and, together
with TCBYH, "TCBY") pursuant to which corporate and administrative
functions of TCBY were transferred to MFOC and MFOC manages and operates
TCBY's business in exchange for a management fee and certain other amounts.

         In connection with the amendment and restatement of certain
agreements governing TCBY's indebtedness, MFOC, TCBY, and, for certain
purposes, Americana Foods Limited Partnership, a Texas limited partnership
("Americana"), entered into Amendment No. 2 to Management Agreement, dated
as of August 31, 2001 (the "Management Agreement Amendment"), pursuant to
which certain terms of the Management Agreement were amended. The
Management Agreement Amendment, among other things, provides for the
retention of certain amounts payable under the Management Agreement and to
the release of such amounts based on compliance with a ratio test under
TCBY's credit agreement. The Management Agreement Amendment also reflects
changes to the Management Agreement relating to (i) the allocation of
certain manufacturing savings among MFOC, TCBY and Americana, and (ii) the
payment of a special management fee to which MFOC would be entitled under
certain circumstances.

         In connection with the Amendment, MFOC entered into an Amended and
Restated Subordination Agreement, dated as of August 31, 2001 (the
"Subordination Agreement"), under which it agreed that the payment of
management fees and certain other amounts to be received by MFOC under the
Management Agreement would under certain circumstances be subordinated to
certain indebtedness of TCBY.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

Exhibit 10.1                Amended and Restated Tax Allocation Agreement,
                            dated as of September 29, 2001, by and between
                            Mrs. Fields' Holding Company, Inc., TCBY Holding
                            Company, Inc., Mrs. Fields Famous Brands, Inc.
                            and direct and indirect subsidiaries of Mrs.
                            Fields Famous Brands, Inc. as set forth therein.

Exhibit 10.2                Supplement to Tax Allocation Agreement, dated as
                            of September 29, 2001, by and among Mrs. Fields'
                            Holding Company, Inc., all "MFH Subsidiaries"
                            (as defined therein), TCBY Holding Company,
                            Inc., all "TCBY Subsidiaries" (as defined
                            therein), and Mrs. Fields Famous Brands, Inc.

Exhibit 10.3                Amendment No. 2 to Management Agreement, dated
                            as of August 31, 2001, by and among Mrs. Fields'
                            Original Cookies, Inc., TCBY Holding Company,
                            Inc. and TCBY Systems, LLC., and, for certain
                            purposes, Americana Foods Limited Partnership.

Exhibit 10.4                Amended and Restated Subordination Agreement,
                            dated as of August 31, 2001, by and among Mrs.
                            Fields Original Cookies, Inc., TCBY Systems,
                            LLC, TCBY Enterprises, Inc., TCBY Holding Company,
                            Inc. and Wells Fargo Bank, National Association.

                                 SIGNATURES

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

                                         MRS. FIELDS' HOLDING COMPANY, INC.

                                         By:  /s/ LARRY A. HODGES
                                             ----------------------------
                                         Name: Larry A. Hodges
                                               Title: President

Date:  October 10, 2001