EXHIBIT 99.5

                      MRS. FIELDS' ORIGINAL COOKIES, INC.

                           Offer for all Outstanding
                     10 1/8% Series A Senior Notes due 2004
                                      and
                     10 1/8% Series C Senior Notes due 2004
                                in Exchange for
                    10 1/8% Series B Senior Notes due 2004,
                        which Have Been Registered Under
                          the Securities Act of 1933,
                                   As Amended

To: Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

  Mrs. Fields' Original Cookies, Inc. (the "Issuer") is offering, upon and
subject to the terms and conditions set forth in the prospectus dated May 16,
2000 (the "Prospectus"), and the enclosed letter of transmittal (the "Letter of
Transmittal"), to exchange (the "Exchange Offer") their 10 1/8% Series B Senior
Notes due 2004, which have been registered under the Securities Act of 1933, as
amended, for their outstanding 10 1/8% Series A Senior Notes due 2004 (the
"Series A Senior Notes") and their outstanding 10 1/8% Series C Senior Notes
due 2004 (the "Series C Senior Notes" and, together with the Series A Senior
Notes, the "Old Notes"). The Exchange Offer is being made in order to satisfy
certain obligations of the Issuer contained in the registration rights
agreement in respect of the Series C Senior Notes, dated August 24, 1998, by
and among the Issuer and the initial purchasers referred to therein.

  We are requesting that you contact your clients for whom you hold Old Notes
regarding the Exchange Offer. For your information and for forwarding to your
clients for whom you hold Old Notes registered in your name or in the name of
your nominee, or who hold Old Notes registered in their own names, we are
enclosing the following documents:

  1. Prospectus dated May 16, 2000;

  2. The Letter of Transmittal for your use and for the information of your
clients;

  3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if
certificates for Old Notes are not immediately available or time will not
permit all required documents to reach the Exchange Agent prior to the
Expiration Date (as defined below) or if the procedure for book-entry transfer
cannot be completed on a timely basis;

  4. A form of letter which may be sent to your clients for whose account you
hold Old Notes registered in your name or the name of your nominee, with space
provided for obtaining such clients' instructions with regard to the Exchange
Offer;

  5. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and

  6. Return envelopes addressed to The Bank of New York, the Exchange Agent for
the Exchange Offer.

  Your prompt action is requested. The Exchange Offer will expire at midnight,
New York City time, on June 20, 2000, unless extended by the Issuer (the
"Expiration Date"). Old Notes tendered pursuant to the Exchange Offer may be
withdrawn at any time before the Expiration Date.

  To participate in the Exchange Offer, a duly executed and properly completed
Letter of Transmittal (or facsimile thereof or Agent's Message in lieu
thereof), with any required signature guarantees and any other required
documents, should be sent to the Exchange Agent and certificates representing
the Old Notes, or a timely confirmation of a book-entry transfer of such Old
Notes, should be delivered to the Exchange Agent, all in accordance with the
instructions set forth in the Letter of Transmittal and the Prospectus.


  If a registered holder of Old Notes desires to tender, but such Old Notes are
not immediately available, or time will not permit such holder's Old Notes or
other required documents to reach the Exchange Agent before the Expiration
Date, or the procedure for book-entry transfer cannot be completed on a timely
basis, a tender may be effected by following the guaranteed delivery procedures
described in the Prospectus under "The Exchange Offer--Guaranteed Delivery
Procedures."

  The Issuer will, upon request, reimburse brokers, dealers, commercial banks
and trust companies for reasonable and necessary costs and expenses incurred by
them in forwarding the Prospectus and the related documents to the beneficial
owners of Old Notes held by them as nominee or in a fiduciary capacity. The
Issuer will not make any payments to brokers, dealers, or others soliciting
acceptances of the Exchange Offer. The holders will not be obligated to pay or
cause to be paid all stock transfer taxes applicable to the exchange of Old
Notes pursuant to the Exchange Offer.
  Any inquiries you may have with respect to the Exchange Offer, or requests
for additional copies of the enclosed materials, should be directed to The Bank
of New York, the Exchange Agent for the Exchange Offer, at its address and
telephone number set forth on the front of the Letter of Transmittal.

                                          Very truly yours,

                                          Mrs. Fields' Original Cookies, Inc.

  NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY
PERSON AS AN AGENT OF THE ISSUER OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF
THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE
IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

Enclosures

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