<PAGE>
As filed with the Securities and Exchange Commission on October 3, 1995
                                              Registration No. 33-
- -----------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                               ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               ------------------

                     ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
             (Exact name of registrant as specified in its charter)

               COLORADO                                  84-0910696
     (State or other jurisdiction         (I.R.S. Employer Identification No.)
   of incorporation or organization)

          265 TURNER DRIVE
          DURANGO, COLORADO                                 81301
(Address of Principal Executive Offices)                 (Zip Code)

                                 --------------

                        1985 INCENTIVE STOCK OPTION PLAN
                            (Full title of the Plan)

                               -------------------

          Lawrence C. Rezentes                            Copy to:
        Vice President - Finance                        Kenn W. Webb
Rocky Mountain Chocolate Factory, Inc.               Thompson & Knight,
            265 Turner Drive                      A Professional Corporation
        Durango, Colorado  81301                      1700 Pacific Avenue
(Name and address of agent for service)                   Suite 3300
                                                    Dallas, Texas  75201
            (970) 259-0554                              (214) 969-1378
     (Telephone number, including
   area code, of agent for service)

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
 Title of                          Proposed     Proposed maximum      Amount
securities          Amount         maximum          aggregate           of
  to be             to be       offering price      offering       registration
registered        registered     per share(2)       price (2)          fee
- --------------------------------------------------------------------------------

<S>              <C>            <C>             <C>                <C>
Common Stock
par value $.03    146,000
per share         shares(1)      $16.50         $2,409,000.00       $830.69
- --------------------------------------------------------------------------------
</TABLE>

(1)  Pursuant to Rule 416, shares issuable upon any stock split, stock dividend
     or similar transaction with respect to these shares are also being
     registered hereunder.

(2)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) on the basis of the average of the high and low
     prices for the Common Stock ($16.50) on the Nasdaq National Market on
     September 27, 1995, as reported in THE WALL STREET JOURNAL.

<PAGE>

                                 146,000 SHARES

                                     [Logo]

                     ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

                                  COMMON STOCK


This Prospectus relates to the resale by certain individuals (the "Selling
Stockholders") of an aggregate of 146,000 shares of Common Stock, par value $.03
per share (the "Shares"), of Rocky Mountain Chocolate Factory, Inc., a Colorado
corporation (the "Company"), purchased or purchasable by the Selling
Stockholders upon the exercise of options previously granted to them under the
Company's 1985 Incentive Stock Option Plan.  The Shares may be sold from time to
time by the Selling Stockholders on the open market at prevailing market prices,
in negotiated transactions or otherwise.  See "Selling Stockholders" and "Plan
of Distribution."

The Company's Common Stock is traded on the Nasdaq National Market under the
symbol "RMCF."  On September 29, 1995, the last sale price of the Common Stock
as reported by the Nasdaq National Market was $17.25 per share.

SEE "RISK FACTORS," BEGINNING ON PAGE 3 OF THIS PROSPECTUS, FOR A DISCUSSION OF
CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

                                   ___________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

The Company will not receive any of the proceeds of sales of the Shares by the
Selling Stockholders.  The Company will pay all expenses of registering the
offering of the Shares under the Securities Act of 1933.  All other expenses,
including any brokerage fees or commissions and transfer taxes, will be borne by
the Selling Stockholders.

                                   ___________


                 The date of this Prospectus is October 3, 1995.

<PAGE>

                              AVAILABLE INFORMATION

     The Company has filed with the Securities and Exchange Commission (the
"Commission") in Washington, D.C., a Registration Statement on Form S-8 under
the Securities Act of 1933 with respect to the shares of Common Stock offered by
this Prospectus.  This Prospectus does not contain all the information set forth
in the Registration Statement, certain portions of which are omitted as
permitted by the rules and regulations of the Commission.  For further
information with respect to the Company and the shares offered by this
Prospectus, reference is made to the Registration Statement, including the
exhibits and schedules filed therewith.  Statements contained in this Prospectus
regarding the contents of any document referred to herein or therein are not
necessarily complete, and in each instance reference is made to the copy of such
document filed as an exhibit to the Registration Statement, each such statement
being qualified in all respects by such reference.  Copies of the Registration
Statement, of which this Prospectus is a part, together with such exhibits and
schedules, may be obtained from the Commission's principal office in Washington,
D.C., upon payment of the charges prescribed therefor by the Commission.

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, files reports,
proxy statements and other information with the Commission.  Such reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and the Commission's following Regional Offices:  Northwestern
Atrium Center, 500 West Madison Street, 14th Floor, Chicago, Illinois 60604 and
7 World Trade Center, 13th Floor, New York, New York 10048.  Copies of such
material can also be obtained from the Public Reference Section of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates.

     The Company hereby undertakes to provide without charge to each person to
whom this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents incorporated herein by reference
(not including exhibits to such documents unless such exhibits are specifically
incorporated by reference into such documents).  Requests for such copies may be
directed to Loresa McCoy, Secretary, Rocky Mountain Chocolate Factory, Inc., 265
Turner Drive, Durango, Colorado 81301, telephone number (970) 259-0554.


                     INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
          February 28, 1995;

     (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          May 31, 1995; and

     (c)  The description of the Common Stock contained in the Registration
          Statement on Form 8-A of the Company heretofore filed by the Company
          with the Commission, including any amendment or report filed for the
          purpose of updating such description.

     In addition, all documents filed by the Company with the Securities and
Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.

                                        2

<PAGE>

                                  RISK FACTORS

     AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES CERTAIN RISKS. IN
DECIDING WHETHER TO PURCHASE SHARES OF COMMON STOCK OFFERED HEREBY, PROSPECTIVE
INVESTORS SHOULD CAREFULLY CONSIDER ALL OF THE INFORMATION CONTAINED IN THIS
PROSPECTUS, INCLUDING THE FOLLOWING FACTORS THAT MAY AFFECT THE COMPANY'S
CURRENT OPERATIONS AND FUTURE PROSPECTS.

FLUCTUATIONS IN COST AND AVAILABILITY OF INGREDIENTS

     Several of the principal ingredients used in the Company's products,
including chocolate and nuts, are subject to significant price fluctuations.
Although cocoa beans, the primary raw material used in the production of
chocolate, are grown commercially in Africa, Brazil and several other countries
around the world, cocoa beans are traded in the commodities market, and their
supply and price are therefore subject to volatility. The Company believes its
principal chocolate supplier purchases most of its beans at negotiated prices
from African growers, often at a premium to commodity prices. Although the price
of chocolate has been relatively stable in recent years, the supply and price of
cocoa beans, and in turn of chocolate, are affected by many factors, including
monetary fluctuations and economic, political and weather conditions in
countries in which cocoa beans are grown. The Company purchases most of its nut
meats from domestic suppliers who procure their products from growers around the
world. The price and supply of nuts are also affected by many factors, including
weather conditions in the various regions in which the nuts used by the Company
are grown. Although the Company often enters into purchase contracts for these
products, significant or prolonged increases in the prices of chocolate or of
one or more types of nuts, or the unavailability of adequate supplies of
chocolate or nuts of the quality sought by the Company, could have a material
adverse effect on the Company and its results of operations.

LOCATION DEPENDENCY

     The Company's expansion plans are critically dependent on the Company's
ability to obtain suitable sites at reasonable occupancy costs for its
franchised and Company-owned stores in the factory outlet, tourist and regional
mall environments that constitute its primary location targets. There is no
assurance that the Company will be able to obtain suitable locations in these
environments at a cost that will allow stores to be economically viable.

RELIANCE ON FRANCHISEES

     The continued growth and success of the Company is dependent in part upon
its ability to attract, retain and contract with qualified franchisees and the
ability of those franchisees to operate their stores successfully and to promote
and develop the Rocky Mountain Chocolate Factory store concept and its
reputation for an enjoyable in-store experience and product quality. Although
the Company has established criteria to evaluate prospective franchisees and has
been successful in attracting franchisees, there can be no assurance that
franchisees will be able to operate successfully Rocky Mountain Chocolate
Factory stores in their franchise areas in a manner consistent with the
Company's concepts and standards.

RAPID EXPANSION; MANAGEMENT OF GROWTH

     The number of franchised and Company-owned stores has more than doubled
since the end of fiscal 1992. The Company intends to open at least 17
Company-owned stores and between 25 and 30 franchised stores in fiscal 1996. The
Company is subject to a variety of business risks generally associated with
rapidly growing companies, such as the inability to control costs and achieve
continued profitability during a period of aggressive growth. The Company's
future store expansion will also depend upon a number of factors including,
among others, the cost and availability of suitable sites, the implementation of
enhanced operational and financial systems, the employment and training of
additional management, store staff and other personnel, the negotiation of
acceptable lease and financing terms, its ability to attract franchisees and the
cost-effective and timely opening of stores. There can be no assurance that the
Company will be able to manage its expanding operations effectively or that it
will be able to maintain or accelerate its growth. Also, there can be no
assurance that the Company will be able to open its planned stores in a timely
or cost-effective manner, if at all.


                                        3

<PAGE>

GOVERNMENT REGULATION

     The Company is subject to regulation by the Federal Trade Commission and
must comply with certain state laws governing the offer, sale and termination of
franchises and the refusal to renew franchises. Many state laws also regulate
substantive aspects of the franchisor-franchisee relationship by, for example,
requiring the franchisor to deal with its franchisees in good faith, prohibiting
interference with the right of free association among franchisees and regulating
discrimination among franchisees in charges, royalties or fees. Franchise laws
continue to develop and change, and changes in such laws could impose additional
costs and burdens on franchisors. The Company's failure to obtain approvals to
sell franchises and the adoption of new franchise laws, or changes in existing
laws, could have a material adverse effect on the Company and its results of
operations.

     Each of the Company-owned and franchised stores is subject to licensing and
regulation by the health, sanitation, safety, building and fire agencies in the
state or municipality where located. Difficulties or failures in obtaining
required licenses or approvals from such agencies could delay or prevent the
opening of a new store. The Company and its franchisees are also subject to laws
governing their relationships with employees, including minimum wage
requirements, overtime, working and safety conditions and citizenship
requirements. Because a significant number of the Company's employees are paid
at rates related to the federal minimum wage, increases in the minimum wage
would increase the Company's labor costs. The failure to obtain required
licenses or approvals, or an increase in the minimum wage rate, employee
benefits costs (including costs associated with mandated health insurance
coverage) or other costs associated with employees, could have a material
adverse effect on the Company and its results of operations.

     Companies engaged in the manufacturing, packaging and distribution of food
products are subject to extensive regulation by various governmental agencies. A
finding of a failure to comply with one or more regulations could result in the
imposition of sanctions, including the closing of all or a portion of the
Company's facilities for an indeterminate period of time, and could have a
material adverse effect on the Company and its results of operations.

COMPETITION

     The retailing of confectionery products is highly competitive. The Company
and its franchisees compete with numerous businesses that offer confectionery
products. Many of these competitors have greater name recognition and financial,
marketing and other resources than the Company. In addition, there is intense
competition among retailers for real estate sites, store personnel and qualified
franchisees. Competitive market conditions could have a material adverse effect
on the Company and its results of operations and its ability to expand
successfully.

CONSUMER TASTES AND PREFERENCES

     The sale of the Company's products is affected by changes in consumer
tastes and eating habits, including views regarding consumption of chocolate.
Numerous other factors that the Company cannot control, such as economic
conditions, demographic trends, traffic patterns and weather conditions,
influence the sale of the Company's products. Changes in any of these factors
could have a material adverse effect on the Company and its results of
operations.

DEPENDENCE ON SENIOR MANAGEMENT

     The Company's success is highly dependent on the skills, experience and
efforts of its senior management. The loss of the services of one or more
members of its senior management could have a material adverse effect on the
Company and its plans for growth. The Company is the beneficiary of key man life
insurance in the amount of $1,000,000 on the life of Franklin E. Crail, the
Company's Chairman of the Board and President; however, there can be no
assurance that such insurance would be adequate to compensate the Company for
the loss of Mr. Crail's services. The Company has not entered into employment
agreements with any member of its senior management.

                                        4
<PAGE>

CONTROL BY EXISTING STOCKHOLDERS

     Coronet Insurance Company ("Coronet") and Mr. Crail currently own 31.1% and
10.0%, respectively, of the outstanding Common Stock of the Company.  Coronet
and Mr. Crail are likely to have the ability to control the election of the
Company's Board of Directors and, therefore, to control the Company and its
business and affairs, and in some circumstances could prevent the approval of
proposals submitted by other stockholders.

CHANGE IN PRODUCT MIX

     The Company believes that approximately 50% of franchised stores' revenues
are generated by sales of products manufactured by and purchased from the
Company, 30% by sales of products made in the stores with ingredients purchased
from the Company or approved suppliers and 20% by sales of products purchased
from approved suppliers for resale in the stores. Franchisees' sales of products
manufactured by the Company generate higher revenues to the Company than sales
of store-made or other products. A significant decrease in the amount of
products franchisees purchase from the Company, therefore, could adversely
affect the Company's total revenues and results of operations. Such a decrease
could result from franchisees' decisions to sell more store-made products or
products purchased from third party suppliers.

IMPACT OF INFLATION

     Inflationary factors such as increases in the costs of ingredients and
labor directly affect the Company's operations. Most of the Company's leases
provide for cost-of-living adjustments and require it to pay taxes, insurance
and maintenance expenses, all of which are subject to inflation. Additionally,
the Company's future lease costs for new facilities may reflect potentially
escalating costs of real estate and construction. There is no assurance that the
Company will be able to pass on its increased costs to its customers.

FLUCTUATIONS OF QUARTERLY RESULTS

     The Company's sales and earnings are seasonal, with significantly higher
sales and earnings occurring during the Christmas and summer vacation seasons
than at other times of the year, which causes fluctuations in the Company's
quarterly results of operations. In addition, quarterly results have been, and
in the future are likely to be, affected by the timing of new store openings and
the sale of franchises. Because of the seasonality of the Company's business and
the impact of new store openings and sales of franchises, results for any
quarter are not necessarily indicative of the results that may be achieved in
other quarters or for a full fiscal year.

SHARES ELIGIBLE FOR FUTURE SALE

     Sales of substantial amounts of Common Stock of the Company in the public
market could adversely affect the market price for the Common Stock. The Company
has outstanding 2,957,499 shares of Common Stock (not including 263,000 shares
issuable upon the exercise of options under the Company's stock option plans, of
which options covering 173,000 shares are currently exercisable). In connection
with a recently completed public offering of the Company's Common Stock, Coronet
and the executive officers and directors of the Company, who in the aggregate
beneficially own 1,379,622 shares of Common Stock, have agreed not to sell any
Common Stock without the prior written consent of the underwriter for a period
of 180 days beginning September 15, 1995.  Upon expiration of such restrictions,
Coronet and the executive officers and directors of the Company will be free to
sell the shares beneficially owned by them, subject to compliance with Rule 144
under the Securities Act of 1933, as amended (the "Securities Act"). The
underwriter in connection with such public offering has the option, exercisable
within 30 days after September 14, 1995, to purchase an additional 50,625 shares
of Common Stock from the Company and 84,375 shares of Common Stock from Coronet,
solely for the purpose of covering over-allotments in connection with such
offering.  In addition, Coronet, which owns 921,257 shares of Common Stock, has
the right to demand that the Company file further registration statements under
the Securities Act covering the sale of all or any part of its Common Stock
holdings.

                                        5

<PAGE>

                                   THE COMPANY

     Rocky Mountain Chocolate Factory, Inc. is a leading developer, franchisor
and operator of retail chocolate stores. The Company manufactures an extensive
line of premium chocolate candies and other confectionery products from its own
proprietary recipes for sale at its franchised and Company-owned stores. As of
July 31, 1995, there were 165 Rocky Mountain Chocolate Factory stores, including
138 franchised stores and 27 Company-owned stores operating in 34 states, Canada
and Bermuda.

     The Company believes its principal competitive strengths lie in its name
recognition; its reputation for the quality, variety and taste of its products;
the special ambiance of its stores; its knowledge and experience in applying
criteria for selection of new store locations; its expertise in manufacturing,
merchandising and marketing of chocolate candy products; and the control and
training infrastructures it has implemented to assure consistent customer
service and execution of successful practices and techniques at its franchised
and Company-owned stores. In addition, the Company believes it derives a
competitive strength by manufacturing its own products, through which the
Company can better maintain its high product quality standards, offer
proprietary products, manage costs, control production and shipment schedules
and potentially pursue new or under-utilized distribution channels.

     Rocky Mountain Chocolate Factory stores' distinctive country Victorian
decor creates an enjoyable and inviting atmosphere. The average store size is
approximately 1,000 square feet. Each store features over 100 types of premium
chocolates and more than 15 varieties of fudge, as well as brittles, truffles,
caramel apples, chocolate sauces and boxed chocolates. Unlike most other
chocolate stores, Rocky Mountain Chocolate Factory stores prepare many products
on-site daily with fresh ingredients. Customers can observe store personnel make
fudge from start to finish, including the mixing of ingredients in old-fashioned
copper kettles and the cooling of the fudge on large marble tables. Brittles,
truffles, caramel apples and other items are also prepared in the stores. The
Company believes the in-store preparation and aroma of its products enhance the
ambiance of its stores, are fun and entertaining for its customers and convey an
image of freshness and homemade quality.

     The Company opened its first Rocky Mountain Chocolate Factory store in 1981
and at the end of fiscal 1992 had a total of 72 stores, most of which were
franchised. Over the last three years, the Company has more than doubled the
total number of stores. The Company's expansion strategy is to balance growth of
Company-owned and franchised stores by increasing its emphasis on Company-owned
store expansion. Company-owned stores have certain advantages to the Company
over franchised stores, including a greater potential economic return to the
Company. In the fiscal year ending February 29, 1996, the Company expects to
open between 25 and 30 new franchised stores and at least 17 new Company-owned
stores.

     The Company's site selection strategy is to locate its stores in tourist
areas and shopping environments, such as factory outlet and regional malls, with
a high level of foot traffic. A variety of additional factors are analyzed in
the site selection process, including tenant mix, visibility, attractiveness,
accessibility and occupancy costs.

     The Company has developed a new store concept and has recently opened a
prototype store to test the concept.  The Company believes the new concept may
allow it to further expand its presence in its existing market environments,
particularly regional malls. The new store concept will operate under a
different name and offer a different line of candies than the Company's existing
concept.

     The Company was founded in 1981 and was incorporated as a Colorado
corporation in 1982. The Company's principal executive offices are located at
265 Turner Drive, Durango, Colorado 81301, and its telephone number is (970)
259-0554.

                                        6

<PAGE>
                              SELLING STOCKHOLDERS

     The following persons may offer and sell pursuant to this Prospectus the
number of Shares set forth opposite their names below, all of which shares are
purchasable by such persons pursuant to currently exercisable options previously
granted to them under the Company's 1985 Incentive Stock Option Plan (the
"Plan"), except as otherwise indicated below.


          NAME OF SELLING STOCKHOLDER                  NUMBER OF SHARES
          ---------------------------                  ----------------

     Clifton W. Folsom                                           36,000

     Jay B. Haws                                                 36,000

     Donna Martin                                                10,000

     Ralph L. Nafziger                                           36,000

     Lawrence C. Rezentes                                        28,000


     The shares that may be offered and sold by Mr. Folsom, as indicated above,
include 13,000 outstanding shares of Common Stock previously purchased by him
pursuant to the exercise of an option granted under the Plan.  In addition to
the shares of Common Stock set forth opposite his name above, Mr. Folsom owns
5,766 shares of Common Stock.  Other than Mr. Folsom, none of the Selling
Stockholders owns any shares of Common Stock other than those purchasable
pursuant to options under the Plan, in the amounts indicated above.

     Mr. Nafziger has been Vice President-Manufacturing and a director of the
Company since 1990.  Mr. Folsom has been Vice President-Franchise Support of the
Company since 1989.  Mr. Haws has been Vice President-Marketing of the Company
since 1991.  Ms. Martin has been Controller of the Company since 1989.  Mr.
Rezentes has been Vice President-Finance of the Company since 1990.


                              PLAN OF DISTRIBUTION

     The Selling Stockholders may sell the Shares from time to time in
transactions on the open market, in negotiated transactions or otherwise, at
market prices prevailing at the time of sale, at prices related to such market
prices or at negotiated prices.

     Sales of the Shares may be made pursuant to this Prospectus to or through
broker-dealers, who may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders or from the purchasers
of the Shares for whom such broker-dealers may act as agent or to whom they may
sell as principal, or both, which compensation as to any broker-dealer may be in
excess of customary commissions.  The Selling Stockholders and any broker-
dealers or other persons acting on their behalf in connection with the sale of
the Shares may be deemed to be "underwriters" within the meaning of the
Securities Act, and any commissions received by them and any profit realized by
them on the resale of the Shares as principals may be deemed to be underwriting
commissions within the meaning of the Securities Act.

     The Selling Stockholders may sell all or part of the Shares owned by them
from time to time, and no period of time has been specified within which offers
and sales of the Shares must be made.

     The Company will not receive any of the proceeds of any sales of the Shares
by the Selling Stockholders.  The Company will pay all expenses of registering
the offering of the Shares under the Securities Act.  All other expenses
incurred in connection with the offering or sale of the Shares, including any
fees or commissions payable to broker-dealers or other persons and any transfer
taxes, will be borne by the Selling Stockholders.

                                        7

<PAGE>

                                     EXPERTS

     The financial statements of the Company at February 28, 1994 and 1995, and
for each of the years in the three-year period ended February 28, 1995,
incorporated by reference in this Prospectus, have been incorporated herein in
reliance on the reports of Grant Thornton LLP, independent certified public
accountants, upon the authority of said firm as experts in auditing and
accounting.

                                        8

<PAGE>

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH ANY OFFERING MADE HEREBY OTHER THAN THOSE
CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING STOCKHOLDERS.  THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY
SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR AN OFFER TO, OR A
SOLICITATION OF, ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR
SOLICITATION WOULD BE UNLAWFUL.  BROKERS OR DEALERS SHOULD ASCERTAIN THE
EXISTENCE OF AN EXEMPTION FROM REGISTRATION OR SHOULD EFFECTUATE SUCH
REGISTRATION IN CONNECTION WITH THE OFFER AND SALE OF THE SHARES.  NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR SINCE THE DATE OF ANY DOCUMENTS
INCORPORATED HEREIN BY REFERENCE, OR THAT THE INFORMATION CONTAINED HEREIN OR
THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THEREOF.



                                   ___________



                                TABLE OF CONTENTS


Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Documents by Reference. . . . . . . . . . . . . . . . . . . . 2
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                                 146,000 SHARES

                                      [LOGO]

                                 ROCKY MOUNTAIN
                             CHOCOLATE FACTORY, INC.


                                  COMMON STOCK


                         ______________________________

                               P R O S P E C T U S
                         ______________________________





                                 October 3, 1995

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The information required by this item is set forth under the heading
"Incorporation of Documents by Reference" in the Prospectus included as Part I
of this Registration Statement and is incorporated by reference in answer to
this Item 3.


Item 4.   DESCRIPTION OF SECURITIES.

     Not Applicable.


Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.


Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Article XII of the Company's Articles of Incorporation, as amended, provides
as follows:

          The personal liability of a director to the corporation or its
     shareholders for monetary damages for breach of fiduciary duty as a
     director is limited to the full extent provided by Colorado law.

Pursuant to Section 7-108-402 of the Colorado Business Corporation Act, the
Company is prohibited from eliminating or limiting the personal liability of a
director to the Company or to its shareholders for monetary damages for any
breach of the director's duty of loyalty to the Company or to its shareholders,
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law, distributions made in violation of the Company's
Articles of Incorporation or Colorado law, any transaction from which the
director directly or indirectly received an improper personal benefit or any act
occurring before this Article of the Company's Articles of Incorporation became
effective (August 9, 1989).

     Article IX of the Company's Bylaws provides that the Company shall
indemnify directors, officers, employees and agents in accordance with Colorado
law. The Bylaws also authorize the Company to purchase and maintain insurance on
behalf of such persons regardless of whether the Company would have the power to
indemnify for the liability insured against.

     Article 109 of the Colorado Business Corporation Act allows a corporation
to indemnify its officers, directors, employees and agents against liability
incurred because such person is or was an officer, director, employee or agent
if such person, (i) conducted himself or herself in good faith; (ii) reasonably
believed, (x) in the case of conduct in an official capacity with the
corporation, that his or conduct was in the best interests of the corporation
(or employee benefit plan, if applicable), or (y) in all other cases, that his
or her conduct was at least not opposed to the corporation's best interests; and
(iii) in the case of any criminal proceeding, such person had no reasonable
cause to believe the conduct was unlawful.

     A corporation is prohibited from indemnifying an officer, director,
employee of agent if such person was adjudged liable to the corporation or was
adjudged liable on the basis that he or she derived an improper personal
benefit.

                                      II-1

<PAGE>

     A corporation is required to indemnify an officer, director, employee or
agent if such person was wholly successful, on the merits or otherwise, in
defense of any proceeding to which such person was a party, against reasonable
expenses incurred by him or her in connection with the proceeding.

     Article 109 also contains provisions relating to the advancement of
expenses, petitioning the court for indemnification, authorization of
indemnification by disinterested parties and notice to shareholders of
indemnification.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.


Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     The 146,000 shares of Common Stock registered for reoffer and resale
pursuant to this Registration Statement are purchasable or have been purchased
by the Selling Stockholders pursuant to options granted under the Company's 1985
Incentive Stock Option Plan (the "Plan").  The issuance of such shares of Common
Stock by the Company is exempt from registration under the Securities Act of
1933 pursuant to Section 4(2) of such Act and the rules and regulations
promulgated thereunder.  The Plan provides for the grant of options only to
certain key employees of the Company, who have knowledge of and access to
information about the Company.  Each of the certificates representing the
Company's Common Stock issuable as described in this paragraph will contain a
restrictive legend, as appropriate, and no underwriter participated or will
participate in the transactions.


Item 8.   EXHIBITS.

     The following document is filed as an exhibit to this Registration
Statement:

          23.1 Consent of Grant Thornton LLP.


Item 9.   UNDERTAKINGS.

     The Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
          the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of this Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement.  Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective registration
          statement; and

               (iii)     To include any material information with respect to the
          plan of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement;

                                      II-2

<PAGE>

     provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the Registrant
     pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in this Registration Statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

          (4)  That, for purposes of determining any liability under the
     Securities Act of 1933, each filing of the Registrant's annual report
     pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
     of 1934 that is incorporated by reference in this Registration Statement
     shall be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

          (5)  Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the Registrant pursuant to the foregoing provisions,
     or otherwise, the Registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is against public
     policy as expressed in the Act and is, therefore, unenforceable.  In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the Registrant of expenses incurred or paid by a director,
     officer or controlling person of the Registrant in the successful defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.

                                      II-3

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Durango and State of Colorado on the 30th day of
September, 1995.

                         ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.


                         By:  /s/ Franklin E. Crail
                              ------------------------------------------------
                                        Franklin E. Crail
                              CHAIRMAN OF THE BOARD OF DIRECTORS AND PRESIDENT

                                POWER OF ATTORNEY


     KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers
of Rocky Mountain Chocolate Factory, Inc., a Colorado corporation, which is
filing a Registration Statement on Form S-8 with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as amended,
hereby constitute and appoint Franklin E. Crail and Lawrence C. Rezentes, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign such Registration Statement and any or all
amendments to the Registration Statement, including a Prospectus or an amended
Prospectus therein, and all other documents in connection therewith to be filed
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact as agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>

     SIGNATURE                               TITLE                                        DATE

<S>                           <C>                                                 <C>
 /s/  FRANKLIN E. CRAIL       Chairman of the Board of Directors, President,      September 30, 1995
- -----------------------       Treasurer and Director (principal executive
    Franklin E. Crail         officer)


 /s/  LAWRENCE C. REZENTES    Vice President - Finance (principal financial and   September 30, 1995
- -------------------------     accounting officer)
    Lawrence C. Rezentes

 /s/  LEE N. MORTENSON        Director                                            September 30, 1995
- ----------------------
    Lee N. Mortenson

 /s/  RALPH L. NAFZIGER       Vice President - Manufacturing and Director         September 30, 1995
- -----------------------
     Ralph L. Nafziger

 /s/  FRED M. TRAINOR         Director                                            September 30, 1995
- ---------------------
     Fred M. Trainor

 /s/  GERALD A. KIEN          Director                                            September 30, 1995
- --------------------
     Gerald A. Kien

 /s/  EVERETT A. SISSON       Director                                            September 30, 1995
- -----------------------
     Everett A. Sisson
</TABLE>


                                      II-4
<PAGE>
                                    INDEX TO EXHIBITS


EXHIBIT NUMBER                            EXHIBIT


23.1                          Consent of Grant Thornton LLP.


                                      II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 46785}]
{"company-data": {"conformed-name": "ROCKY MOUNTAIN CHOCOLATE FACTORY INC", "cik": "0000785815", "assigned-sic": "2060", "irs-number": "840910696", "state-of-incorporation": "CO", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63177", "film-number": "95578459"}, "business-address": {"street1": "265 TURNER DR", "city": "DURANGO", "state": "CO", "zip": "81301", "phone": "3032590554"}, "mail-address": {"street1": "265 TURNER DRIVE", "city": "DURANGO", "state": "CO", "zip": "81301"}}
As filed with the Securities and Exchange Commission on October 3, 1995
                                              Registration No. 33-
- -----------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                               ------------------

                     ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
             (Exact name of registrant as specified in its charter)

               COLORADO                                  84-0910696
     (State or other jurisdiction         (I.R.S. Employer Identification No.)
   of incorporation or organization)

          265 TURNER DRIVE
          DURANGO, COLORADO                                 81301
(Address of Principal Executive Offices)                 (Zip Code)

                                 --------------

                        1985 INCENTIVE STOCK OPTION PLAN
                            (Full title of the Plan)

                               -------------------

          Lawrence C. Rezentes                            Copy to:
        Vice President - Finance                        Kenn W. Webb
Rocky Mountain Chocolate Factory, Inc.               Thompson & Knight,
            265 Turner Drive                      A Professional Corporation
        Durango, Colorado  81301                      1700 Pacific Avenue
(Name and address of agent for service)                   Suite 3300
                                                    Dallas, Texas  75201
            (970) 259-0554                              (214) 969-1378
     (Telephone number, including
   area code, of agent for service)
CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
 Title of                          Proposed     Proposed maximum      Amount
securities          Amount         maximum          aggregate           of
  to be             to be       offering price      offering       registration
registered        registered     per share(2)       price (2)          fee
- --------------------------------------------------------------------------------
Common Stock
par value $.03    146,000
per share         shares(1)      $16.50         $2,409,000.00       $830.69
- --------------------------------------------------------------------------------
(1)  Pursuant to Rule 416, shares issuable upon any stock split, stock dividend
     or similar transaction with respect to these shares are also being
     registered hereunder.

(2)  Estimated solely for the purpose of determining the registration fee
     pursuant to Rule 457(c) on the basis of the average of the high and low
     prices for the Common Stock ($16.50) on the Nasdaq National Market on
     September 27, 1995, as reported in THE WALL STREET JOURNAL.
146,000 SHARES

                                     [Logo]

                     ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

                                  COMMON STOCK

This Prospectus relates to the resale by certain individuals (the "Selling
Stockholders") of an aggregate of 146,000 shares of Common Stock, par value $.03
per share (the "Shares"), of Rocky Mountain Chocolate Factory, Inc., a Colorado
corporation (the "Company"), purchased or purchasable by the Selling
Stockholders upon the exercise of options previously granted to them under the
Company's 1985 Incentive Stock Option Plan.  The Shares may be sold from time to
time by the Selling Stockholders on the open market at prevailing market prices,
in negotiated transactions or otherwise.  See "Selling Stockholders" and "Plan
of Distribution."

The Company's Common Stock is traded on the Nasdaq National Market under the
symbol "RMCF."  On September 29, 1995, the last sale price of the Common Stock
as reported by the Nasdaq National Market was $17.25 per share.

SEE "RISK FACTORS," BEGINNING ON PAGE 3 OF THIS PROSPECTUS, FOR A DISCUSSION OF
CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

                                   ___________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

The Company will not receive any of the proceeds of sales of the Shares by the
Selling Stockholders.  The Company will pay all expenses of registering the
offering of the Shares under the Securities Act of 1933.  All other expenses,
including any brokerage fees or commissions and transfer taxes, will be borne by
the Selling Stockholders.

                                   ___________

                 The date of this Prospectus is October 3, 1995.
AVAILABLE INFORMATION

     The Company has filed with the Securities and Exchange Commission (the
"Commission") in Washington, D.C., a Registration Statement on Form S-8 under
the Securities Act of 1933 with respect to the shares of Common Stock offered by
this Prospectus.  This Prospectus does not contain all the information set forth
in the Registration Statement, certain portions of which are omitted as
permitted by the rules and regulations of the Commission.  For further
information with respect to the Company and the shares offered by this
Prospectus, reference is made to the Registration Statement, including the
exhibits and schedules filed therewith.  Statements contained in this Prospectus
regarding the contents of any document referred to herein or therein are not
necessarily complete, and in each instance reference is made to the copy of such
document filed as an exhibit to the Registration Statement, each such statement
being qualified in all respects by such reference.  Copies of the Registration
Statement, of which this Prospectus is a part, together with such exhibits and
schedules, may be obtained from the Commission's principal office in Washington,
D.C., upon payment of the charges prescribed therefor by the Commission.

     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and, in accordance therewith, files reports,
proxy statements and other information with the Commission.  Such reports, proxy
statements and other information filed by the Company with the Commission can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, and the Commission's following Regional Offices:  Northwestern
Atrium Center, 500 West Madison Street, 14th Floor, Chicago, Illinois 60604 and
7 World Trade Center, 13th Floor, New York, New York 10048.  Copies of such
material can also be obtained from the Public Reference Section of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates.

     The Company hereby undertakes to provide without charge to each person to
whom this Prospectus is delivered, upon the written or oral request of such
person, a copy of any or all of the documents incorporated herein by reference
(not including exhibits to such documents unless such exhibits are specifically
incorporated by reference into such documents).  Requests for such copies may be
directed to Loresa McCoy, Secretary, Rocky Mountain Chocolate Factory, Inc., 265
Turner Drive, Durango, Colorado 81301, telephone number (970) 259-0554.

                     INCORPORATION OF DOCUMENTS BY REFERENCE

     The following documents filed by the Company with the Securities and
Exchange Commission are incorporated by reference in this Registration
Statement:

     (a)  The Company's Annual Report on Form 10-K for the fiscal year ended
          February 28, 1995;

     (b)  The Company's Quarterly Report on Form 10-Q for the quarter ended
          May 31, 1995; and

     (c)  The description of the Common Stock contained in the Registration
          Statement on Form 8-A of the Company heretofore filed by the Company
          with the Commission, including any amendment or report filed for the
          purpose of updating such description.

     In addition, all documents filed by the Company with the Securities and
Exchange Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.

                                        2
RISK FACTORS

     AN INVESTMENT IN THE COMMON STOCK OFFERED HEREBY INVOLVES CERTAIN RISKS. IN
DECIDING WHETHER TO PURCHASE SHARES OF COMMON STOCK OFFERED HEREBY, PROSPECTIVE
INVESTORS SHOULD CAREFULLY CONSIDER ALL OF THE INFORMATION CONTAINED IN THIS
PROSPECTUS, INCLUDING THE FOLLOWING FACTORS THAT MAY AFFECT THE COMPANY'S
CURRENT OPERATIONS AND FUTURE PROSPECTS.

FLUCTUATIONS IN COST AND AVAILABILITY OF INGREDIENTS

     Several of the principal ingredients used in the Company's products,
including chocolate and nuts, are subject to significant price fluctuations.
Although cocoa beans, the primary raw material used in the production of
chocolate, are grown commercially in Africa, Brazil and several other countries
around the world, cocoa beans are traded in the commodities market, and their
supply and price are therefore subject to volatility. The Company believes its
principal chocolate supplier purchases most of its beans at negotiated prices
from African growers, often at a premium to commodity prices. Although the price
of chocolate has been relatively stable in recent years, the supply and price of
cocoa beans, and in turn of chocolate, are affected by many factors, including
monetary fluctuations and economic, political and weather conditions in
countries in which cocoa beans are grown. The Company purchases most of its nut
meats from domestic suppliers who procure their products from growers around the
world. The price and supply of nuts are also affected by many factors, including
weather conditions in the various regions in which the nuts used by the Company
are grown. Although the Company often enters into purchase contracts for these
products, significant or prolonged increases in the prices of chocolate or of
one or more types of nuts, or the unavailability of adequate supplies of
chocolate or nuts of the quality sought by the Company, could have a material
adverse effect on the Company and its results of operations.

LOCATION DEPENDENCY

     The Company's expansion plans are critically dependent on the Company's
ability to obtain suitable sites at reasonable occupancy costs for its
franchised and Company-owned stores in the factory outlet, tourist and regional
mall environments that constitute its primary location targets. There is no
assurance that the Company will be able to obtain suitable locations in these
environments at a cost that will allow stores to be economically viable.

RELIANCE ON FRANCHISEES

     The continued growth and success of the Company is dependent in part upon
its ability to attract, retain and contract with qualified franchisees and the
ability of those franchisees to operate their stores successfully and to promote
and develop the Rocky Mountain Chocolate Factory store concept and its
reputation for an enjoyable in-store experience and product quality. Although
the Company has established criteria to evaluate prospective franchisees and has
been successful in attracting franchisees, there can be no assurance that
franchisees will be able to operate successfully Rocky Mountain Chocolate
Factory stores in their franchise areas in a manner consistent with the
Company's concepts and standards.

RAPID EXPANSION; MANAGEMENT OF GROWTH

     The number of franchised and Company-owned stores has more than doubled
since the end of fiscal 1992. The Company intends to open at least 17
Company-owned stores and between 25 and 30 franchised stores in fiscal 1996. The
Company is subject to a variety of business risks generally associated with
rapidly growing companies, such as the inability to control costs and achieve
continued profitability during a period of aggressive growth. The Company's
future store expansion will also depend upon a number of factors including,
among others, the cost and availability of suitable sites, the implementation of
enhanced operational and financial systems, the employment and training of
additional management, store staff and other personnel, the negotiation of
acceptable lease and financing terms, its ability to attract franchisees and the
cost-effective and timely opening of stores. There can be no assurance that the
Company will be able to manage its expanding operations effectively or that it
will be able to maintain or accelerate its growth. Also, there can be no
assurance that the Company will be able to open its planned stores in a timely
or cost-effective manner, if at all.

                                        3
GOVERNMENT REGULATION

     The Company is subject to regulation by the Federal Trade Commission and
must comply with certain state laws governing the offer, sale and termination of
franchises and the refusal to renew franchises. Many state laws also regulate
substantive aspects of the franchisor-franchisee relationship by, for example,
requiring the franchisor to deal with its franchisees in good faith, prohibiting
interference with the right of free association among franchisees and regulating
discrimination among franchisees in charges, royalties or fees. Franchise laws
continue to develop and change, and changes in such laws could impose additional
costs and burdens on franchisors. The Company's failure to obtain approvals to
sell franchises and the adoption of new franchise laws, or changes in existing
laws, could have a material adverse effect on the Company and its results of
operations.

     Each of the Company-owned and franchised stores is subject to licensing and
regulation by the health, sanitation, safety, building and fire agencies in the
state or municipality where located. Difficulties or failures in obtaining
required licenses or approvals from such agencies could delay or prevent the
opening of a new store. The Company and its franchisees are also subject to laws
governing their relationships with employees, including minimum wage
requirements, overtime, working and safety conditions and citizenship
requirements. Because a significant number of the Company's employees are paid
at rates related to the federal minimum wage, increases in the minimum wage
would increase the Company's labor costs. The failure to obtain required
licenses or approvals, or an increase in the minimum wage rate, employee
benefits costs (including costs associated with mandated health insurance
coverage) or other costs associated with employees, could have a material
adverse effect on the Company and its results of operations.

     Companies engaged in the manufacturing, packaging and distribution of food
products are subject to extensive regulation by various governmental agencies. A
finding of a failure to comply with one or more regulations could result in the
imposition of sanctions, including the closing of all or a portion of the
Company's facilities for an indeterminate period of time, and could have a
material adverse effect on the Company and its results of operations.

COMPETITION

     The retailing of confectionery products is highly competitive. The Company
and its franchisees compete with numerous businesses that offer confectionery
products. Many of these competitors have greater name recognition and financial,
marketing and other resources than the Company. In addition, there is intense
competition among retailers for real estate sites, store personnel and qualified
franchisees. Competitive market conditions could have a material adverse effect
on the Company and its results of operations and its ability to expand
successfully.

CONSUMER TASTES AND PREFERENCES

     The sale of the Company's products is affected by changes in consumer
tastes and eating habits, including views regarding consumption of chocolate.
Numerous other factors that the Company cannot control, such as economic
conditions, demographic trends, traffic patterns and weather conditions,
influence the sale of the Company's products. Changes in any of these factors
could have a material adverse effect on the Company and its results of
operations.

DEPENDENCE ON SENIOR MANAGEMENT

     The Company's success is highly dependent on the skills, experience and
efforts of its senior management. The loss of the services of one or more
members of its senior management could have a material adverse effect on the
Company and its plans for growth. The Company is the beneficiary of key man life
insurance in the amount of $1,000,000 on the life of Franklin E. Crail, the
Company's Chairman of the Board and President; however, there can be no
assurance that such insurance would be adequate to compensate the Company for
the loss of Mr. Crail's services. The Company has not entered into employment
agreements with any member of its senior management.

                                        4
CONTROL BY EXISTING STOCKHOLDERS

     Coronet Insurance Company ("Coronet") and Mr. Crail currently own 31.1% and
10.0%, respectively, of the outstanding Common Stock of the Company.  Coronet
and Mr. Crail are likely to have the ability to control the election of the
Company's Board of Directors and, therefore, to control the Company and its
business and affairs, and in some circumstances could prevent the approval of
proposals submitted by other stockholders.

CHANGE IN PRODUCT MIX

     The Company believes that approximately 50% of franchised stores' revenues
are generated by sales of products manufactured by and purchased from the
Company, 30% by sales of products made in the stores with ingredients purchased
from the Company or approved suppliers and 20% by sales of products purchased
from approved suppliers for resale in the stores. Franchisees' sales of products
manufactured by the Company generate higher revenues to the Company than sales
of store-made or other products. A significant decrease in the amount of
products franchisees purchase from the Company, therefore, could adversely
affect the Company's total revenues and results of operations. Such a decrease
could result from franchisees' decisions to sell more store-made products or
products purchased from third party suppliers.

IMPACT OF INFLATION

     Inflationary factors such as increases in the costs of ingredients and
labor directly affect the Company's operations. Most of the Company's leases
provide for cost-of-living adjustments and require it to pay taxes, insurance
and maintenance expenses, all of which are subject to inflation. Additionally,
the Company's future lease costs for new facilities may reflect potentially
escalating costs of real estate and construction. There is no assurance that the
Company will be able to pass on its increased costs to its customers.

FLUCTUATIONS OF QUARTERLY RESULTS

     The Company's sales and earnings are seasonal, with significantly higher
sales and earnings occurring during the Christmas and summer vacation seasons
than at other times of the year, which causes fluctuations in the Company's
quarterly results of operations. In addition, quarterly results have been, and
in the future are likely to be, affected by the timing of new store openings and
the sale of franchises. Because of the seasonality of the Company's business and
the impact of new store openings and sales of franchises, results for any
quarter are not necessarily indicative of the results that may be achieved in
other quarters or for a full fiscal year.

SHARES ELIGIBLE FOR FUTURE SALE

     Sales of substantial amounts of Common Stock of the Company in the public
market could adversely affect the market price for the Common Stock. The Company
has outstanding 2,957,499 shares of Common Stock (not including 263,000 shares
issuable upon the exercise of options under the Company's stock option plans, of
which options covering 173,000 shares are currently exercisable). In connection
with a recently completed public offering of the Company's Common Stock, Coronet
and the executive officers and directors of the Company, who in the aggregate
beneficially own 1,379,622 shares of Common Stock, have agreed not to sell any
Common Stock without the prior written consent of the underwriter for a period
of 180 days beginning September 15, 1995.  Upon expiration of such restrictions,
Coronet and the executive officers and directors of the Company will be free to
sell the shares beneficially owned by them, subject to compliance with Rule 144
under the Securities Act of 1933, as amended (the "Securities Act"). The
underwriter in connection with such public offering has the option, exercisable
within 30 days after September 14, 1995, to purchase an additional 50,625 shares
of Common Stock from the Company and 84,375 shares of Common Stock from Coronet,
solely for the purpose of covering over-allotments in connection with such
offering.  In addition, Coronet, which owns 921,257 shares of Common Stock, has
the right to demand that the Company file further registration statements under
the Securities Act covering the sale of all or any part of its Common Stock
holdings.

                                        5
THE COMPANY

     Rocky Mountain Chocolate Factory, Inc. is a leading developer, franchisor
and operator of retail chocolate stores. The Company manufactures an extensive
line of premium chocolate candies and other confectionery products from its own
proprietary recipes for sale at its franchised and Company-owned stores. As of
July 31, 1995, there were 165 Rocky Mountain Chocolate Factory stores, including
138 franchised stores and 27 Company-owned stores operating in 34 states, Canada
and Bermuda.

     The Company believes its principal competitive strengths lie in its name
recognition; its reputation for the quality, variety and taste of its products;
the special ambiance of its stores; its knowledge and experience in applying
criteria for selection of new store locations; its expertise in manufacturing,
merchandising and marketing of chocolate candy products; and the control and
training infrastructures it has implemented to assure consistent customer
service and execution of successful practices and techniques at its franchised
and Company-owned stores. In addition, the Company believes it derives a
competitive strength by manufacturing its own products, through which the
Company can better maintain its high product quality standards, offer
proprietary products, manage costs, control production and shipment schedules
and potentially pursue new or under-utilized distribution channels.

     Rocky Mountain Chocolate Factory stores' distinctive country Victorian
decor creates an enjoyable and inviting atmosphere. The average store size is
approximately 1,000 square feet. Each store features over 100 types of premium
chocolates and more than 15 varieties of fudge, as well as brittles, truffles,
caramel apples, chocolate sauces and boxed chocolates. Unlike most other
chocolate stores, Rocky Mountain Chocolate Factory stores prepare many products
on-site daily with fresh ingredients. Customers can observe store personnel make
fudge from start to finish, including the mixing of ingredients in old-fashioned
copper kettles and the cooling of the fudge on large marble tables. Brittles,
truffles, caramel apples and other items are also prepared in the stores. The
Company believes the in-store preparation and aroma of its products enhance the
ambiance of its stores, are fun and entertaining for its customers and convey an
image of freshness and homemade quality.

     The Company opened its first Rocky Mountain Chocolate Factory store in 1981
and at the end of fiscal 1992 had a total of 72 stores, most of which were
franchised. Over the last three years, the Company has more than doubled the
total number of stores. The Company's expansion strategy is to balance growth of
Company-owned and franchised stores by increasing its emphasis on Company-owned
store expansion. Company-owned stores have certain advantages to the Company
over franchised stores, including a greater potential economic return to the
Company. In the fiscal year ending February 29, 1996, the Company expects to
open between 25 and 30 new franchised stores and at least 17 new Company-owned
stores.

     The Company's site selection strategy is to locate its stores in tourist
areas and shopping environments, such as factory outlet and regional malls, with
a high level of foot traffic. A variety of additional factors are analyzed in
the site selection process, including tenant mix, visibility, attractiveness,
accessibility and occupancy costs.

     The Company has developed a new store concept and has recently opened a
prototype store to test the concept.  The Company believes the new concept may
allow it to further expand its presence in its existing market environments,
particularly regional malls. The new store concept will operate under a
different name and offer a different line of candies than the Company's existing
concept.

     The Company was founded in 1981 and was incorporated as a Colorado
corporation in 1982. The Company's principal executive offices are located at
265 Turner Drive, Durango, Colorado 81301, and its telephone number is (970)
259-0554.

                                        6
SELLING STOCKHOLDERS

     The following persons may offer and sell pursuant to this Prospectus the
number of Shares set forth opposite their names below, all of which shares are
purchasable by such persons pursuant to currently exercisable options previously
granted to them under the Company's 1985 Incentive Stock Option Plan (the
"Plan"), except as otherwise indicated below.

          NAME OF SELLING STOCKHOLDER                  NUMBER OF SHARES
          ---------------------------                  ----------------

     Clifton W. Folsom                                           36,000

     Jay B. Haws                                                 36,000

     Donna Martin                                                10,000

     Ralph L. Nafziger                                           36,000

     Lawrence C. Rezentes                                        28,000

     The shares that may be offered and sold by Mr. Folsom, as indicated above,
include 13,000 outstanding shares of Common Stock previously purchased by him
pursuant to the exercise of an option granted under the Plan.  In addition to
the shares of Common Stock set forth opposite his name above, Mr. Folsom owns
5,766 shares of Common Stock.  Other than Mr. Folsom, none of the Selling
Stockholders owns any shares of Common Stock other than those purchasable
pursuant to options under the Plan, in the amounts indicated above.

     Mr. Nafziger has been Vice President-Manufacturing and a director of the
Company since 1990.  Mr. Folsom has been Vice President-Franchise Support of the
Company since 1989.  Mr. Haws has been Vice President-Marketing of the Company
since 1991.  Ms. Martin has been Controller of the Company since 1989.  Mr.
Rezentes has been Vice President-Finance of the Company since 1990.

                              PLAN OF DISTRIBUTION

     The Selling Stockholders may sell the Shares from time to time in
transactions on the open market, in negotiated transactions or otherwise, at
market prices prevailing at the time of sale, at prices related to such market
prices or at negotiated prices.

     Sales of the Shares may be made pursuant to this Prospectus to or through
broker-dealers, who may receive compensation in the form of discounts,
concessions or commissions from the Selling Stockholders or from the purchasers
of the Shares for whom such broker-dealers may act as agent or to whom they may
sell as principal, or both, which compensation as to any broker-dealer may be in
excess of customary commissions.  The Selling Stockholders and any broker-
dealers or other persons acting on their behalf in connection with the sale of
the Shares may be deemed to be "underwriters" within the meaning of the
Securities Act, and any commissions received by them and any profit realized by
them on the resale of the Shares as principals may be deemed to be underwriting
commissions within the meaning of the Securities Act.

     The Selling Stockholders may sell all or part of the Shares owned by them
from time to time, and no period of time has been specified within which offers
and sales of the Shares must be made.

     The Company will not receive any of the proceeds of any sales of the Shares
by the Selling Stockholders.  The Company will pay all expenses of registering
the offering of the Shares under the Securities Act.  All other expenses
incurred in connection with the offering or sale of the Shares, including any
fees or commissions payable to broker-dealers or other persons and any transfer
taxes, will be borne by the Selling Stockholders.

                                        7
EXPERTS

     The financial statements of the Company at February 28, 1994 and 1995, and
for each of the years in the three-year period ended February 28, 1995,
incorporated by reference in this Prospectus, have been incorporated herein in
reliance on the reports of Grant Thornton LLP, independent certified public
accountants, upon the authority of said firm as experts in auditing and
accounting.

                                        8
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH ANY OFFERING MADE HEREBY OTHER THAN THOSE
CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE,
SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING STOCKHOLDERS.  THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO PURCHASE, ANY
SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR AN OFFER TO, OR A
SOLICITATION OF, ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR
SOLICITATION WOULD BE UNLAWFUL.  BROKERS OR DEALERS SHOULD ASCERTAIN THE
EXISTENCE OF AN EXEMPTION FROM REGISTRATION OR SHOULD EFFECTUATE SUCH
REGISTRATION IN CONNECTION WITH THE OFFER AND SALE OF THE SHARES.  NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR SINCE THE DATE OF ANY DOCUMENTS
INCORPORATED HEREIN BY REFERENCE, OR THAT THE INFORMATION CONTAINED HEREIN OR
THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THEREOF.

                                   ___________

                                TABLE OF CONTENTS

Available Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Incorporation of Documents by Reference. . . . . . . . . . . . . . . . . . . . 2
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
The Company. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Selling Stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                                 146,000 SHARES

                                      [LOGO]

                                 ROCKY MOUNTAIN
                             CHOCOLATE FACTORY, INC.

                                  COMMON STOCK

                         ______________________________

                               P R O S P E C T U S
                         ______________________________

                                 October 3, 1995

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The information required by this item is set forth under the heading
"Incorporation of Documents by Reference" in the Prospectus included as Part I
of this Registration Statement and is incorporated by reference in answer to
this Item 3.

Item 4.   DESCRIPTION OF SECURITIES.

     Not Applicable.

Item 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not Applicable.

Item 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Article XII of the Company's Articles of Incorporation, as amended, provides
as follows:

          The personal liability of a director to the corporation or its
     shareholders for monetary damages for breach of fiduciary duty as a
     director is limited to the full extent provided by Colorado law.

Pursuant to Section 7-108-402 of the Colorado Business Corporation Act, the
Company is prohibited from eliminating or limiting the personal liability of a
director to the Company or to its shareholders for monetary damages for any
breach of the director's duty of loyalty to the Company or to its shareholders,
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of the law, distributions made in violation of the Company's
Articles of Incorporation or Colorado law, any transaction from which the
director directly or indirectly received an improper personal benefit or any act
occurring before this Article of the Company's Articles of Incorporation became
effective (August 9, 1989).

     Article IX of the Company's Bylaws provides that the Company shall
indemnify directors, officers, employees and agents in accordance with Colorado
law. The Bylaws also authorize the Company to purchase and maintain insurance on
behalf of such persons regardless of whether the Company would have the power to
indemnify for the liability insured against.

     Article 109 of the Colorado Business Corporation Act allows a corporation
to indemnify its officers, directors, employees and agents against liability
incurred because such person is or was an officer, director, employee or agent
if such person, (i) conducted himself or herself in good faith; (ii) reasonably
believed, (x) in the case of conduct in an official capacity with the
corporation, that his or conduct was in the best interests of the corporation
(or employee benefit plan, if applicable), or (y) in all other cases, that his
or her conduct was at least not opposed to the corporation's best interests; and
(iii) in the case of any criminal proceeding, such person had no reasonable
cause to believe the conduct was unlawful.

     A corporation is prohibited from indemnifying an officer, director,
employee of agent if such person was adjudged liable to the corporation or was
adjudged liable on the basis that he or she derived an improper personal
benefit.

                                      II-1
A corporation is required to indemnify an officer, director, employee or
agent if such person was wholly successful, on the merits or otherwise, in
defense of any proceeding to which such person was a party, against reasonable
expenses incurred by him or her in connection with the proceeding.

     Article 109 also contains provisions relating to the advancement of
expenses, petitioning the court for indemnification, authorization of
indemnification by disinterested parties and notice to shareholders of
indemnification.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been advised that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.

Item 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     The 146,000 shares of Common Stock registered for reoffer and resale
pursuant to this Registration Statement are purchasable or have been purchased
by the Selling Stockholders pursuant to options granted under the Company's 1985
Incentive Stock Option Plan (the "Plan").  The issuance of such shares of Common
Stock by the Company is exempt from registration under the Securities Act of
1933 pursuant to Section 4(2) of such Act and the rules and regulations
promulgated thereunder.  The Plan provides for the grant of options only to
certain key employees of the Company, who have knowledge of and access to
information about the Company.  Each of the certificates representing the
Company's Common Stock issuable as described in this paragraph will contain a
restrictive legend, as appropriate, and no underwriter participated or will
participate in the transactions.

Item 8.   EXHIBITS.

     The following document is filed as an exhibit to this Registration
Statement:

          23.1 Consent of Grant Thornton LLP.

Item 9.   UNDERTAKINGS.

     The Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i)  To include any prospectus required by Section 10(a)(3) of
          the Securities Act of 1933;

               (ii) To reflect in the prospectus any facts or events arising
          after the effective date of this Registration Statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in this Registration Statement.  Notwithstanding the foregoing, any
          increase or decrease in volume of securities offered (if the total
          dollar value of securities offered would not exceed that which was
          registered) and any deviation from the low or high end of the
          estimated maximum offering range may be reflected in the form of
          prospectus filed with the Commission pursuant to Rule 424(b) if, in
          the aggregate, the changes in volume and price represent no more than
          a 20% change in the maximum aggregate offering price set forth in the
          "Calculation of Registration Fee" table in the effective registration
          statement; and

               (iii)     To include any material information with respect to the
          plan of distribution not previously disclosed in this Registration
          Statement or any material change to such information in this
          Registration Statement;

                                      II-2
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed by the Registrant
     pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
     1934 that are incorporated by reference in this Registration Statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

          (4)  That, for purposes of determining any liability under the
     Securities Act of 1933, each filing of the Registrant's annual report
     pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
     of 1934 that is incorporated by reference in this Registration Statement
     shall be deemed to be a new registration statement relating to the
     securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.

          (5)  Insofar as indemnification for liabilities arising under the
     Securities Act of 1933 may be permitted to directors, officers and
     controlling persons of the Registrant pursuant to the foregoing provisions,
     or otherwise, the Registrant has been advised that in the opinion of the
     Securities and Exchange Commission such indemnification is against public
     policy as expressed in the Act and is, therefore, unenforceable.  In the
     event that a claim for indemnification against such liabilities (other than
     the payment by the Registrant of expenses incurred or paid by a director,
     officer or controlling person of the Registrant in the successful defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     Registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.

                                      II-3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Durango and State of Colorado on the 30th day of
September, 1995.

                         ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

                         By:  /s/ Franklin E. Crail
                              ------------------------------------------------
                                        Franklin E. Crail
                              CHAIRMAN OF THE BOARD OF DIRECTORS AND PRESIDENT

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers
of Rocky Mountain Chocolate Factory, Inc., a Colorado corporation, which is
filing a Registration Statement on Form S-8 with the Securities and Exchange
Commission under the provisions of the Securities Act of 1933, as amended,
hereby constitute and appoint Franklin E. Crail and Lawrence C. Rezentes, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign such Registration Statement and any or all
amendments to the Registration Statement, including a Prospectus or an amended
Prospectus therein, and all other documents in connection therewith to be filed
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact as agents or any of them, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE                               TITLE                                        DATE
/s/  FRANKLIN E. CRAIL       Chairman of the Board of Directors, President,      September 30, 1995
- -----------------------       Treasurer and Director (principal executive
    Franklin E. Crail         officer)

 /s/  LAWRENCE C. REZENTES    Vice President - Finance (principal financial and   September 30, 1995
- -------------------------     accounting officer)
    Lawrence C. Rezentes

 /s/  LEE N. MORTENSON        Director                                            September 30, 1995
- ----------------------
    Lee N. Mortenson

 /s/  RALPH L. NAFZIGER       Vice President - Manufacturing and Director         September 30, 1995
- -----------------------
     Ralph L. Nafziger

 /s/  FRED M. TRAINOR         Director                                            September 30, 1995
- ---------------------
     Fred M. Trainor

 /s/  GERALD A. KIEN          Director                                            September 30, 1995
- --------------------
     Gerald A. Kien

 /s/  EVERETT A. SISSON       Director                                            September 30, 1995
- -----------------------
     Everett A. Sisson
II-4
INDEX TO EXHIBITS

EXHIBIT NUMBER                            EXHIBIT

23.1                          Consent of Grant Thornton LLP.

                                      II-5