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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 OR 15(Dd) OFof ~~THE SECURITIES~~the ~~EXCHANGE~~Securities ~~ACT~~Exchange OFAct of 1934

Date of Report (Date of earliest event reported) ~~January~~March 1628, 2003

Mrs. Fields' Original Cookies, Inc. (Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~chapter)

Delaware	333-45179	87-0552899
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2855 East Cottonwood Parkway, Suite 400 Salt Lake City, Utah		84121-7050
(Address of Principal Executive Offices)		(Zip Code)
(Address of principal executive offices)		(Zip Code)

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

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report)

INFORMATION TO BE INCLUDED IN THE REPORT

Item 5. Other Events and ~~Required~~Regulation FD Disclosure.

~~New~~Acquisition ~~Credit~~of ~~Facility~~the Registrant's Parent Company's Senior Notes

OnIn ~~January~~several separate, but related, transactions during the first quarter of 2003, the last of which occurred on March 1628, 2003, Mrs. Fields' ~~Original Cookies~~Famous Brands, Inc., a Delaware corporation ~~(the "Registrant"), entered into a Second Amended~~ and ~~Restated~~the ~~Loan~~Registrant's ~~and~~ultimate ~~Security~~parent ~~Agreement~~company (~~the~~ "~~New Credit Facility~~MFFB"), ~~with~~acquired ~~Foothill~~an ~~Capital~~aggregate ~~Corporation~~of $27,950,000 aprincipal ~~California~~amount of ~~corporation (~~the ~~"Lender"),~~14% ~~pursuant~~Senior toSecured ~~which~~Discount ~~the~~Notes ~~Registrant's~~due ~~former credit~~2005 ~~facility~~ (the "~~Old Credit Facility~~Notes") ~~with~~of ~~LaSalle~~Mrs. Fields' ~~National~~Holding ~~Bank~~Company, Inc., a ~~national~~Delaware ~~banking~~corporation ~~association, was replaced~~ and ~~all amounts outstanding under~~the itRegistrant's ~~were~~sole ~~refinanced~~stockholder ("MFH")..

~~Under~~After ~~the~~giving ~~New~~effect ~~Credit~~to ~~Facility,~~these ~~which~~acquisitions ~~expires~~of ~~on November 1, 2004,~~ the ~~Registrant's~~Notes ~~maximum~~by ~~borrowing capacity~~MFFB, ~~assuming~~other itthan ~~satisfies~~the ~~certain~~Notes ~~borrowing~~held ~~base~~by ~~restrictions~~MFFB, ~~will~~none ~~be increased~~of ~~from~~the ~~$9.0 million~~Notes ~~(the~~issued ~~Registrant's~~by ~~maximum~~MFH ~~borrowing~~remain ~~capacity~~outstanding. ~~under~~MFFB ~~the~~has ~~Old~~pledged ~~Credit~~certain ~~Facility~~of the Notes as ofcollateral ~~January 14,~~for ~~2003)~~borrowings tomade ~~$11.9 million~~by it, ~~$2.0 million~~the proceeds of which ~~is available~~were inused ~~the~~to ~~form~~acquire ofsuch ~~letters~~Notes. ofPursuant ~~credit~~to ~~and~~an ~~$9.9 million~~agreement ofbetween ~~which~~MFFB, isMFH ~~available~~and ~~under~~ the ~~revolving~~lender, ~~credit~~however, ~~facility.~~no ~~The~~interest ~~New~~will ~~Credit~~be ~~Facility,~~payable ~~like~~on such ~~the~~Notes ~~Old~~unless ~~Credit~~MFFB ~~Facility,~~defaults isin ~~fully~~certain ~~secured~~of ~~by substantially~~its ~~all~~obligations ofunder ~~the~~such ~~Registrant's~~borrowing ~~assets~~arrangement.

MFFB has ~~Item~~informed 7.MFH ~~Financial~~that ~~Statements,~~it ~~Pro~~will ~~Forma~~contribute ~~Financial~~the ~~Information~~Notes not pledged as collateral to MFH to be retired and, ~~Exhibits~~upon release of the Notes so pledged, expects to contribute those remaining Notes to be retired as well.

~~Exhibit~~ MFH is ~~10.1~~no ~~Second~~longer ~~Amended~~required ~~and~~to ~~Restated~~file ~~Loan~~periodic ~~and~~reports ~~Security~~with ~~Agreement,~~the ~~dated~~Securities ~~as of January 16, 2003, between Mrs. Fields' Original Cookies, Inc., a Delaware corporation,~~ and ~~Foothill~~Exchange ~~Capital Corporation, a California corporation~~Commission.

SIGNATURES

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

MRS. FIELDS' ORIGINAL COOKIES, INC. By: /s/ ~~LARRY~~MICHAEL AR. ~~HODGES~~WARD Name: ~~Larry~~Michael AR. ~~Hodges~~Ward Title: Senior Vice President

Dated: ~~February~~April 38, 2003

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INFORMATION TO BE INCLUDED IN THE REPORT

Item 5. Other Events and Regulation FD Disclosure.

SIGNATURES

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