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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~~February 171, 2002

ARCHIBALD CANDY CORPORATION
(Exact name of registrant as specified in its charter)

Illinois
(State or other jurisdiction
of incorporation)

333-33751
(Commission
File No.)

36-0743280
(I.R.S. Employer
Identification No.)

1137 West Jackson Boulevard,
Chicago, Illinois 60607
(Address, including Zip Code,
of Principal Executive Offices)

Registrant's Telephone Number, Including Area Code: (312) 243-2700

No Change

(Former name or former address, if changed since last report)

Item 95. ~~Regulation~~Other ~~FD Disclosure~~Events

InOn ~~connection~~January 3, ~~with~~2002, ~~restructuring discussions with certain holders of~~ Archibald Candy Corporation's ~~101/4%~~filed ~~senior~~a ~~secured~~Current ~~notes,~~Report ~~Archibald's management~~on ~~has~~Form 8-K ~~prepared~~pursuant ~~for~~to ~~such~~which ~~holders~~it ~~and~~reported, ~~Archibald's~~among ~~directors~~other ~~and their affiliates forecasts which indicate~~ things, that ifit ~~Archibald~~had isfailed ~~able~~ to ~~effect~~make athe ~~restructuring~~approximately of$8.7 million ~~its~~interest ~~senior~~payment ~~notes~~due ~~and~~on ~~increase its~~January 2, ~~capital~~2002 ~~expenditures~~on ~~from~~its ~~approximately~~ $~~4.4~~170 million ~~spent~~of in101/4% ~~fiscal~~senior ~~2001~~secured tonotes andue ~~average~~2004 of(the "Senior ~~approximately $12~~Notes").~~0 million~~ inArchibald ~~each~~hereby ofconfirms ~~the~~that, ~~next~~as ~~five~~expected, ~~fiscal~~with ~~years,~~the ~~Archibald's~~30-day ~~EBITDA (excluding~~grace ~~EBITDA~~period ~~attributable~~applicable to Archibald's ~~Sweet~~making ~~Factory~~of ~~subsidiaries)~~such ~~would~~interest ~~increase~~payment ~~from~~having ~~approximately~~expired, ~~$20.1 million~~an ~~for~~event ~~fiscal~~of ~~2001~~default ~~to approximately $40.0 million for fiscal 2006.~~has ~~These~~occurred ~~forecasts~~and ~~are~~is ~~updates~~continuing ofunder the ~~forecasts~~indenture ~~included~~pursuant into which the ~~Current~~Senior ~~Report~~Notes onhave ~~Form 8-K~~been ~~filed~~issued by(the ~~Archibald on January 3, 2002~~"Indenture").

~~The~~Further, ~~foregoing~~on ~~expectations~~January 14, of2002, Archibald's ~~management~~filed ~~are~~a ~~based~~Quarterly ~~upon~~Report ~~certain~~on ~~internally~~Form 10-Q ~~prepared~~for ~~preliminary~~its ~~financial~~fiscal ~~forecasts~~quarter ~~and~~ended ~~models~~November 24, ~~and~~2001 ~~are~~pursuant noto ~~guaranty~~which ~~of future results~~Archibald reported, ~~and~~among ~~are subject~~other tothings, athat ~~number~~it ofwould ~~contingencies,~~be ~~many~~unable ofto ~~which~~dividend ~~are~~or ~~beyond~~otherwise ~~Archibald's~~make ~~control,~~available ~~including~~to aFannie ~~restructuring~~May ofHoldings, Inc., the ~~senior~~sole ~~notes~~shareholder onof aArchibald, ~~satisfactory~~funds ~~and~~sufficient ~~timely~~to ~~basis~~allow ~~which~~Holdings to ~~frees~~make upthe ~~sufficient~~$3.0 million ~~cash~~redemption ~~for capital~~payment ~~expenditure~~required ~~purposes, Archibald's ability~~ to ~~continue~~be ~~dealing~~made ~~with~~by ~~its~~it ~~vendors~~on January 15, ~~suppliers~~2002 ~~and~~to ~~landlords~~the onholders ~~substantially~~of ~~the~~Holdings' ~~same~~senior ~~terms~~preferred ~~and~~stock. ~~conditions,~~Archibald ~~including~~hereby ~~payment~~confirms ~~terms~~that, as ~~presently maintained~~expected, Holdings adid ~~moderate~~not ~~economic~~make ~~recovery~~such ~~and~~redemption ~~the~~payment ~~successful implementation of several product development, sales~~ and ~~cost~~will ~~savings~~not ~~initiatives.~~be ~~Statements~~able into ~~this~~do ~~report~~so ofby ~~management's~~the ~~intentions, expectations,~~expiration ~~representations,~~on ~~projections~~February 14, ~~plans~~2002 ~~or predictions~~ of the ~~future~~applicable ~~are forward~~30-~~looking~~day ~~statements~~grace ~~within~~period. ~~the~~Therefore, ~~meaning~~as ofpreviously reported, ~~the~~all ~~Private~~remaining ~~Securities~~redemption ~~Litigation~~payments ~~Reform~~on ~~Act~~Holdings' ofsenior ~~1995~~preferred ~~and~~stock, ~~are~~which ~~subject to~~equal ~~the~~$10.5 million ~~specific~~in ~~contingencies~~aggregate, ~~described~~will ~~above~~be ~~and~~accelerated ~~the~~on ~~risk~~February 14, ~~factors~~2002. ~~and~~As ~~other~~also ~~information~~previously reported, ~~set~~upon ~~forth in Archibald~~Holdings's ~~other~~failure ~~filings~~to ~~with~~make ~~the~~a ~~Securities~~redemption ~~and~~payment ~~Exchange~~when ~~Commission.~~due ~~Actual~~to ~~results~~the ~~could~~holders ~~differ materially~~of ~~from~~its ~~any~~senior ~~forward-looking~~preferred ~~statements~~stock, ~~and~~such holders may ~~vary~~elect ~~from~~a ~~management~~director to Holdings's ~~expectations~~Board ~~and~~of ~~cannot~~Directors bewho ~~guaranteed.~~will ~~Archibald~~have ~~does~~51% of ~~not~~the ~~intend~~total tovoting ~~provide~~power ~~further~~of ~~updates~~the asBoard. toAny ~~these~~exercise ~~forecasts.~~of ~~In addition,~~such ~~EBITDA~~right iswould constitute a ~~financial~~change ~~measure~~of ~~used~~control inunder the ~~financial~~Indenture ~~community.~~and Itwould isterminate ~~not,~~the ~~however,~~forbearance aagreement ~~measure~~that ofThe ~~financial~~CIT ~~performance~~Group/Business Credit, Inc. ~~under~~("CIT") ~~the~~has ~~generally~~provided ~~accepted~~with ~~accounting~~respect ~~principles~~to ofArchibald's ~~the~~revolving ~~United~~credit ~~States~~facility.

Archibald is continuing to work with holders of the Senior Notes, CIT, Holdings' significant stockholders and investment advisors on an overall financial restructuring, including default waivers or forbearances, payment extensions, debt for equity exchanges or conversions, repurchases or acquisitions of the Senior Notes or combinations of the foregoing; however, there can be no assurance that Archibald will succeed in a restructuring on a timely basis or that the terms and conditions of a restructuring would be favorable to Archibald. Archibald's management continues to expect that it will have sufficient availability under its revolving credit facility with CIT to meet its working capital needs as they become due; however, there can be no assurance that this will be the case. Archibald does not intend to provide updates as to the status of the restructuring discussions.

SIGNATURES

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 hereunto duly authorized.

ARCHIBALD CANDY CORPORATION (Registrant) Dated: ~~January~~February 175, 2002 /s/ TED A. SHEPHERD Name: Ted A. Shepherd Title: President and Chief Operating Officer

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Item 5. Other Events

SIGNATURES

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