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                                                                      Exhibit 99

                           May 24, 1999 Press Release

               ROCKY MOUNTAIN CHOCOLATE FACTORY BOARD OF DIRECTORS
               REJECTS WHITMAN'S CANDIES, INC. OFFER AS INADEQUATE
                       AND ADOPTS SHAREHOLDER RIGHTS PLAN


DURANGO, CO - MAY 24, 1999 - Rocky Mountain Chocolate Factory [NASDAQ: RMCF]
today announced that its Board of Directors has determined that the unsolicited
cash tender offer by Whitman's Candies, Inc. for all of the outstanding shares
of Rocky Mountain at a price of $5.75 per share is inadequate and not in the
best interests of Rocky Mountain or its shareholders, and therefore recommends
that Rocky Mountain's shareholders reject the tender offer and not tender their
shares to Whitman's.

The Board's recommendation to reject the tender offer results from its
determination that the consideration being offered is inadequate to Rocky
Mountain's shareholders from a financial point of view.

The Board's recommendation is based on the following factors:

     o    A presentation by George K. Baum & Company ("GKB"), financial advisor
          to the Company, concerning the Company and the financial aspects of
          the offer, as well as the oral opinion of GKB stating that the offer
          is inadequate, from a financial point of view, to the Rocky Mountain
          shareholders.

     o    The historical trading prices of the Company's shares, including the
          Board's belief, that the trading price for the shares immediately
          prior to the announcement of the offer did not fully reflect the
          long-term value inherent in the Company. The offer represents a
          discount to Rocky Mountain's historic trading prices and multiples.

     o    The Board's belief that the market price of the Company's shares has
          been adversely affected in the near-term primarily by nonrecurring
          events. Specifically, the market price for the Shares was adversely
          affected by the Company's announcement in March 1999 that its earnings
          per share for the fiscal year ended February 28, 1999 will be
          significantly lower than previously anticipated primarily because of
          nonrecurring events.

     o    The fact that the Company is continuing to take steps to improve its
          near-term operating efficiency and profitability and is in the process
          of evaluating further distribution and marketing programs as part of a
          strategic plan to enhance shareholder value. As announced in March
          1999, the Company is in the process of implementing a restructuring
          program to improve profitability.
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Rocky Mountain also announced that it is filing with the Securities and Exchange
Commission, and will mail to its shareholders, a Solicitation/Recommendation
Statement on Schedule 14D-9 setting forth the Board's formal recommendation to
reject the offer. Additional information with respect to the Board's decision to
recommend that shareholders reject the offer and the matters considered by the
Board in reaching such decision is contained in the Schedule 14D-9.

Rocky Mountain also announced that the Board of Directors has adopted a
shareholder rights plan pursuant to which the Board had declared a dividend
distribution of one Preferred Share Purchase Right on each outstanding share of
Rocky Mountain common stock. The rights plan is designed to assure that all
shareholders receive fair and equal treatment in the event of an attempted
takeover of the company.



Contact:
Rocky Mountain Chocolate Factory, Inc.
Bryan Merryman, 970/259-0554