SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            -------------------------

                               AMENDMENT NO. 3 TO
                                 SCHEDULE 14D-1
                             TENDER OFFER STATEMENT
      PURSUANT TO SECTION 14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

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

                             WHITMAN'S CANDIES, INC.
                                  WC-RMA CORP.
                                    (Bidders)

                     COMMON STOCK, PAR VALUE $.03 PER SHARE
                         (Title of Class of Securities)

                                    774678403
                      (CUSIP Number of Class of Securities)
                           --------------------------

                               MR. THOMAS S. WARD
                                  CO-PRESIDENT
                             WHITMAN'S CANDIES, INC.
                               1000 WALNUT STREET
                                    SUITE 900
                           KANSAS CITY, MISSOURI 64106
                            TELEPHONE: (816) 842-9240
            (Name, Address and Telephone Number of Person Authorized
           to Receive Notices and Communications on Behalf of Bidders)

                                 with a copy to:

                             DAVID W. PRESTON, ESQ.
                               LATHROP & GAGE L.C.
                              2345 GRAND BOULEVARD
                                   SUITE 2300
                           KANSAS CITY, MISSOURI 64108
                            TELEPHONE: (816) 292-2000





   WC-RMA  Corp.,  a  Delaware  corporation  ("Purchaser")  and  a  wholly-owned
subsidiary of Whitman's Candies,  Inc., a Missouri corporation  ("Parent"),  and
Parent  hereby amend and  supplement  their  Tender Offer  Statement on Schedule
14D-1, as amended (the "Schedule  14D-1") filed with the Securities and Exchange
Commission  on May 10, 1999  relating to the Offer by  Purchaser to purchase all
Shares of Rocky Mountain  Chocolate Factory,  Inc., a Colorado  corporation (the
"Company").  Capitalized  terms not defined herein have the meaning  ascribed to
them in the Schedule 14D-1 or in the Offer to Purchase described therein.

ITEM 4.    Source and Amount of Funds or Other Consideration.

   The following paragraph is added as the third to last paragraph of Section 10
of the Offer to Purchase:

   "Parent and  Purchaser do not  currently  have any plans or  arrangements  to
repay  the  borrowings  under  the  Irrevocable  Letter of  Credit,  other  than
repayment from the working capital of Parent."

ITEM 10.  Additional Information.

   The  information  set  forth in Item  10(f) of the  Schedule  14D-1 is hereby
amended and supplemented by the following information:

   The first  sentence of Section 2 of the Offer to  Purchase is hereby  deleted
and replaced with the following sentence:

   "Upon the terms and subject to the conditions of the Offer (including, if the
Offer is extended or amended,  the terms and conditions of any such extension or
amendment),  the Purchaser will purchase, by accepting for payment, and will pay
for any and all Shares validly  tendered  prior to the Expiration  Date (and not
properly  withdrawn in accordance  with Section 4) promptly after the Expiration
Date if,  prior to the  Expiration  Date,  all the  conditions  set forth in the
Introduction and Section 14 have been satisfied or waived."

   The following sentence is hereby added to the last paragraph of Section 13 of
the Offer to Purchase:

   "Only  stockholders  receiving a dividend or distribution will be required to
remit such dividend or  distribution to the Purchaser in order to participate in
the Offer.  All  stockholders  receiving  a  dividend  or  distribution  will be
required to remit the dividend or distribution to the Purchaser."

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   The first  paragraph of Section 14 of the Offer to Purchase is hereby amended
to replace the phrase "in the sole  judgment of the  Purchaser"  with the phrase
"in the reasonable judgment of the Purchaser."

   Paragraphs  (a),  (b),  (c),  (d),  (f) and (g) of Section 14 of the Offer to
Purchase  are hereby  amended to replace  the phrase  "sole  judgment"  with the
phrase "reasonable judgment." Paragraph (h) of such Section is hereby amended to
replace the phrase "sole discretion" with the phrase "reasonable discretion."

   The first  sentence  of the first  paragraph  of  Section  16 of the Offer to
Purchase is hereby deleted and replaced with the following sentence:

   "The  Purchaser  has  engaged  Nesbitt  Burns  Securities  Inc. to act as its
exclusive  financial advisor in connection with the proposed  acquisition of the
Company and as Dealer Manager with respect to the Offer.  The Dealer Manager has
agreed to use its best efforts to obtain  tenders of the Shares  pursuant to the
Offer and to  communicate  with  brokers,  dealers,  commercial  banks and trust
companies with respect to the Offer."

   Section  14(d)(v)  of the  Offer  to  Purchase  provides  that  the  Offer is
conditioned  upon  the  commencement  of  a  war,  armed  hostilities  or  other
international or national calamity  directly or indirectly  involving the United
States. Because the NATO military campaign against Serbia had commenced prior to
the date of the Offer,  the Purchaser  hereby waives this condition with respect
to NATO's military campaign against Serbia.

                                    SIGNATURE

        After due  inquiry  and to the best of its  knowledge  and  belief,  the
undersigned  certifies that the information set forth in this statement is true,
complete and correct.

Dated: May 26, 1999                     WHITMAN'S CANDIES, INC.


                                        By:   /s/ Thomas S. Ward
                                        Name: Thomas S. Ward
                                        Title:  Co-President

                                        WC-RMA CORP.


                                        By:   /s/ Thomas S. Ward
                                        Name: Thomas S. Ward
                                        Title:  Co-President


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