As filed with the Securities and Exchange Commission on May 12, 2000

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1)
or Section 13(e)(1) of the Securities Exchange Act
of 1934
(Amendment No. 3)

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
(Name of Subject Company (issuer))

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.-- ISSUER
Names of Filing Persons (identifying status as offeror, issuer or other person)

COMMON STOCK, $0.03 PAR VALUE PER SHARE
(Title of Class of Securities)

774678403
(CUSIP Number of Class of Securities)

FRANKLIN E. CRAIL
CHAIRMAN OF THE BOARD AND PRESIDENT
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
265 TURNER DRIVE
DURANGO, COLORADO 81301
(970) 259-0554

(Name, address, and telephone numbers of person
authorized to receive notices and communications on
behalf of filing persons)

Copy to:

STEVEN K. COCHRAN, ESQ.
THOMPSON & KNIGHT L.L.P.
1700 PACIFIC AVENUE, SUITE 3300
DALLAS, TEXAS 75201
(214) 969-1387

MARCH 21, 2000
(Date Tender Offer First Published, Sent or Given to Security Holders)

CALCULATION OF FILING FEE*

Transaction valuation Amount of filing fee
$2,797,468.75 $559.49

* Filing fee is one-50th of one percent of the aggregate dollar amount of
cash being offered by the Company to purchase 400,000 shares of its
common stock, based on a price of $6.25 per share.

[X] Check the box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.

Amount previously Paid: $500 Filing Party: Rocky Mountain Chocolate Factory, Inc.

Form or Registration No.: Schedule TO Date Filed: March 21, 2000
5-38695

[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[ ] third-party tender offer subject to Rule 14d-1.

[X] issuer tender offer subject to Rule 13e-4.

[ ] going-private transaction subject to Rule 13e-3.

[ ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [X]

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INTRODUCTORY STATEMENT

This Amendment No. 3 to Tender Offer Statement on Schedule TO relates to
the tender offer by Rocky Mountain Chocolate Factory, Inc., a Colorado
corporation (the "Company"), to purchase up to 400,000 shares of its common
stock, par value $.03 per share (such shares, together with the associated
common stock purchase rights issued pursuant to the Rights Agreement, dated as
of May 18, 1999, between the Company and American Securities Transfer & Trust,
Inc. as Rights Agent, are hereinafter referred to as the "Shares"), at a price
of $6.25 per share, net to the seller in cash, on the terms and subject to the
conditions set forth in the Offer to Purchase dated March 21, 2000, as amended,
and the related Letter of Transmittal.

This Amendment No. 3 to Schedule TO is intended to satisfy the reporting
requirements of Rule 13e-4(c)(4) of the Securities Exchange Act of 1934, as
amended.

Item 4. Terms of the Transaction

Item 4 is hereby amended and supplemented as follows:

The Tender Offer expired at 5:00 P.M., New York City time, on May 1, 2000.
The Company accepted for payment a total of 447,595 Shares at a purchase price
of $6.25 per Share. The Company increased number of Shares accepted for payment,
as permitted by Rule 13e-4(f)(1)(ii) of the Securities Exchange Act of 1934, to
accept 47,595 additional Shares for purchase from tendering shareholders. The
final proration factor for the tender offer was 69.69%. As of March 21, 2000,
the Company had 2,386,879 Shares outstanding. Following the purchase of Shares
in the tender offer, the Company will have 1,939,284 Shares outstanding.

Item 11. Additional Information.

Item 11 of Schedule TO is hereby supplemented by adding the following:

On May 3, 2000, the Company issued a news release announcing the
preliminary results of the tender offer, a copy of which is filed as Exhibit
(a)(4) hereto and is incorporated herein by reference. On May 8, 2000, the
Company issued a news release announcing the final results of the tender offer,
a copy of which is filed as Exhibit (a)(5) hereto and is incorporated herein by
reference.

Item 12. Exhibits

Item 12 of Schedule TO is hereby amended and supplemented by adding
Exhibit (a)(4) and Exhibit (a)(5).

(A)(4) Press Release, dated May 3, 2000.

(A)(5) Press Release, dated May 8, 2000.

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule TO is true, complete and
correct.

May 12, 2000 ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

By: /s/ FRANKLIN E. CRAIL
Franklin E. Crail
Chairman of the Board and President

INDEX TO EXHIBITS

EXHIBIT
NUMBER DESCRIPTION
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99(A)(4) Press Release, dated May 3, 2000

99(A)(5) Press Release, dated May 8, 2000