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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 5, 2005

Rocky Mountain Chocolate Factory, Inc.

(Exact name of registrant as specified in is charter)
         
Colorado   0-14749   84-0910696
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

265 Turner Drive
Durango, Colorado 81303
(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code: (970) 259-0554



 


TABLE OF CONTENTS

Item 2.02 Results of Operations and Financial Condition.
Item 7.01 Regulation FD Disclosure.
Item 9.01 Financial Statements and Exhibits.
SIGNATURE
INDEX TO EXHIBITS
Press Release


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Item 2.02 Results of Operations and Financial Condition.

     The Company has issued a press release concerning its third quarter ended November 30, 2004. The press release includes information regarding its results of operations and financial condition for the quarter, and is filed as an exhibit to this Form 8-K.

Item 7.01 Regulation FD Disclosure.

     The Company has issued a press release giving guidance concerning, among other things, its estimated full-year earnings per share. The Company has elected to furnish the press release as an exhibit to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

  (c)   Exhibits

  Item Exhibit
 
  99.1   Press Release dated January 5, 2005.

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SIGNATURE

     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 thereunto duly authorized.

         
  ROCKY MOUNTAIN CHOCOLATE
FACTORY, INC.
 
 
Date: January 5, 2005  By:   /s/ Bryan J. Merryman    
    Bryan J. Merryman, Chief Operating   
    Officer, Chief Financial Officer, Treasurer and Director   
 

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INDEX TO EXHIBITS

         
Item        
Number   Exhibit    
 
       
99.1
  Press Release, dated January 5, 2005