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                                                  |OMB APPROVAL             |
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                                                  |OMB Number: 3235-0060    |
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                                                  |Expires: October 31, 2005|
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

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

       Date of Report (Date of earliest event reported) February 6, 2004


                       Mrs. Fields' Original Cookies, Inc.
------------------------------------------------------------------------------
             (Exact name of registrant as specified in its chapter)


          Delaware                   333-45179                  87-0552899
(State or other jurisdiction        (Commission               (IRS Employer
     of incorporation)              File Number)           Identification No.)


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


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


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

<PAGE>


                    INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.  Other Events and Regulation FD Disclosure.

Commencement of Tender and Exchange Offers

                  On February 6, 2004, Mrs. Fields Famous Brands, LLC, a
wholly-owned subsidiary of the Registrant ("MFFB"), commenced tender and
exchange offers for all of the Registrant's outstanding $140 million principal
amount of 10?% Senior Notes due 2004 (the "Notes"). MFFB is offering to purchase
the Notes at a price of $850 in cash per $1,000 principal amount. Holders of
Notes that are "qualified institutional buyers" and "institutional investors,"
as defined in the rules under the Securities Act of 1933, as amended, also may
elect to exchange any $1,000 principal amount of Notes for $1,000 principal
amount of MFFB's 9% Senior Secured Notes due 2011. Whether tendering for
exchange or purchase, holders also will receive a cash payment in respect of all
accrued and unpaid interest on the Notes.

                  In connection with the tender and exchange offers, MFFB also
is soliciting consents from the holders of the Notes to approve certain
amendments to the indenture under which the Notes were issued to reduce
substantially all negative covenants. The tender and exchange offers are subject
to various conditions including the tenders for purchase or exchange by at least
95% of the holders of the Notes, the execution of a supplemental indenture
containing the amendments for which consents were solicited, and the completion
of MFFB's proposed offering of senior secured notes.

                  The tender and exchange offers commenced on February 6, 2004
and will expire at midnight, New York City time, on March 5, 2004, unless
extended.


Related Transactions

                  In connection with the completion of the tender and exchange
offers, the Registrant will contribute to MFFB all of its interests in TCBY
Systems, LLC ("TCBY") and Mrs. Fields Gifts, Inc. (which operates our gifts
business) and will contribute to MFFB or newly-formed brand-specific
subsidiaries of MFFB the intellectual property and licensing and franchising
assets and liabilities of each of the Mrs. Fields, Great American Cookie
Company, Hot Sam, Original Cookie Company, Pretzel Time and Pretzelmaker brands
as well as the Great American batter facility. In connection with this
contribution, MFFB and these subsidiaries will enter into franchise agreements
with MFOC and certain of its subsidiaries under which they would be permitted to
act as our franchisees to sell and distribute our products in their owned stores
upon payment of franchise fees and other amounts required under the franchise
agreements.

                  In connection with and conditioned on the completion of the
tender and exchange offers and related transactions, MFFB's parent companies
intend to issue a combination of debt and equity for aggregate gross proceeds of
$22.5 million in cash, of which $5.0 million will be retained by MFOC to fund
operations and $17.5 million will be contributed as common equity to MFFB. This
contribution from MFFB's parent companies, together with the net proceeds from a
planned private placement under Rule 144A and the issuance of MFFB's 9% Senior
Secured Notes in the exchange offer, will be used to retire substantially all of
the Registrant's and TCBY's indebtedness, to pay the fees and expenses
associated with the tender and exchange offers and for general corporate
purposes.

                  In connection with and conditioned upon completion of the
tender and exchange offers, MFFB intends to enter into a management agreement
with the Registrant, pursuant to which MFFB will provide certain management
services to the Registrant and its subsidiaries (other than MFFB and its
subsidiaries) upon the terms and subject to the conditions set forth in the
management agreement, which will include payments to MFFB from the Registrant
intended to reflect the actual costs of providing these services.

                  A copy of the press release relating to the tender and
exchange offers is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits.

Exhibit 99.1 Press Release of the Registrant, dated February 6, 2004.


                                   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, hereunto duly authorized.

                                            MRS. FIELDS' ORIGINAL COOKIES, INC.


                                            By: /s/ MICHAEL R. WARD
                                               ----------------------------
                                            Name:  Michael R. Ward
                                            Title: Senior Vice President

Dated: February 6, 2004
[{"type": "8-K", "sequence": "1", "filename": "ny855106.txt", "description": "8-K", "secsgml_size_bytes": 7062}]
{"company-data": {"conformed-name": "MRS FIELDS ORIGINAL COOKIES INC", "cik": "0001043482", "assigned-sic": "2052", "irs-number": "870552899", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-45179", "film-number": "04572737"}, "business-address": {"street1": "2855 EAST COTTONWOOD PARKWAY", "street2": "SUITE 400", "city": "SALT LAKE CITY", "state": "UT", "zip": "84121-7050", "phone": "8017365600"}, "mail-address": {"street1": "2855 EAST COTTONWOOD PARKWAY", "street2": "SUITE 400", "city": "SALT LAKE CITY", "state": "UT", "zip": "84121-7050"}, "former-company": {"former-conformed-name": "FIELDS MRS ORIGINAL COOKIES INC", "date-changed": "19970806"}}
-------------------------
                                                  |OMB APPROVAL             |
                                                  |-------------------------|
                                                  |OMB Number: 3235-0060    |
                                                  |-------------------------|
                                                  |Expires: October 31, 2005|
                                                  |-------------------------|
                                                  |Estimated average burden |
                                                  |hours per response: 1.25 |
                                                   -------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 8-K

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

       Date of Report (Date of earliest event reported) February 6, 2004

                       Mrs. Fields' Original Cookies, Inc.
------------------------------------------------------------------------------
             (Exact name of registrant as specified in its chapter)

          Delaware                   333-45179                  87-0552899
(State or other jurisdiction        (Commission               (IRS Employer
     of incorporation)              File Number)           Identification No.)

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

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

-------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)
INFORMATION TO BE INCLUDED IN THE REPORT

Item 5.  Other Events and Regulation FD Disclosure.

Commencement of Tender and Exchange Offers

                  On February 6, 2004, Mrs. Fields Famous Brands, LLC, a
wholly-owned subsidiary of the Registrant ("MFFB"), commenced tender and
exchange offers for all of the Registrant's outstanding $140 million principal
amount of 10?% Senior Notes due 2004 (the "Notes"). MFFB is offering to purchase
the Notes at a price of $850 in cash per $1,000 principal amount. Holders of
Notes that are "qualified institutional buyers" and "institutional investors,"
as defined in the rules under the Securities Act of 1933, as amended, also may
elect to exchange any $1,000 principal amount of Notes for $1,000 principal
amount of MFFB's 9% Senior Secured Notes due 2011. Whether tendering for
exchange or purchase, holders also will receive a cash payment in respect of all
accrued and unpaid interest on the Notes.

                  In connection with the tender and exchange offers, MFFB also
is soliciting consents from the holders of the Notes to approve certain
amendments to the indenture under which the Notes were issued to reduce
substantially all negative covenants. The tender and exchange offers are subject
to various conditions including the tenders for purchase or exchange by at least
95% of the holders of the Notes, the execution of a supplemental indenture
containing the amendments for which consents were solicited, and the completion
of MFFB's proposed offering of senior secured notes.

                  The tender and exchange offers commenced on February 6, 2004
and will expire at midnight, New York City time, on March 5, 2004, unless
extended.

Related Transactions

                  In connection with the completion of the tender and exchange
offers, the Registrant will contribute to MFFB all of its interests in TCBY
Systems, LLC ("TCBY") and Mrs. Fields Gifts, Inc. (which operates our gifts
business) and will contribute to MFFB or newly-formed brand-specific
subsidiaries of MFFB the intellectual property and licensing and franchising
assets and liabilities of each of the Mrs. Fields, Great American Cookie
Company, Hot Sam, Original Cookie Company, Pretzel Time and Pretzelmaker brands
as well as the Great American batter facility. In connection with this
contribution, MFFB and these subsidiaries will enter into franchise agreements
with MFOC and certain of its subsidiaries under which they would be permitted to
act as our franchisees to sell and distribute our products in their owned stores
upon payment of franchise fees and other amounts required under the franchise
agreements.

                  In connection with and conditioned on the completion of the
tender and exchange offers and related transactions, MFFB's parent companies
intend to issue a combination of debt and equity for aggregate gross proceeds of
$22.5 million in cash, of which $5.0 million will be retained by MFOC to fund
operations and $17.5 million will be contributed as common equity to MFFB. This
contribution from MFFB's parent companies, together with the net proceeds from a
planned private placement under Rule 144A and the issuance of MFFB's 9% Senior
Secured Notes in the exchange offer, will be used to retire substantially all of
the Registrant's and TCBY's indebtedness, to pay the fees and expenses
associated with the tender and exchange offers and for general corporate
purposes.

                  In connection with and conditioned upon completion of the
tender and exchange offers, MFFB intends to enter into a management agreement
with the Registrant, pursuant to which MFFB will provide certain management
services to the Registrant and its subsidiaries (other than MFFB and its
subsidiaries) upon the terms and subject to the conditions set forth in the
management agreement, which will include payments to MFFB from the Registrant
intended to reflect the actual costs of providing these services.

                  A copy of the press release relating to the tender and
exchange offers is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits.

Exhibit 99.1 Press Release of the Registrant, dated February 6, 2004.

                                   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, hereunto duly authorized.

                                            MRS. FIELDS' ORIGINAL COOKIES, INC.

                                            By: /s/ MICHAEL R. WARD
                                               ----------------------------
                                            Name:  Michael R. Ward
                                            Title: Senior Vice President

Dated: February 6, 2004