<SEC-DOCUMENT>0001483885-15-000015.txt : 20150213
<SEC-HEADER>0001483885-15-000015.hdr.sgml : 20150213
<ACCEPTANCE-DATETIME>20150213113902
ACCESSION NUMBER:		0001483885-15-000015
CONFORMED SUBMISSION TYPE:	SC 13G/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20150213
DATE AS OF CHANGE:		20150213

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ROCKY MOUNTAIN CHOCOLATE FACTORY INC
		CENTRAL INDEX KEY:			0000785815
		STANDARD INDUSTRIAL CLASSIFICATION:	SUGAR & CONFECTIONERY PRODUCTS [2060]
		IRS NUMBER:				840910696
		STATE OF INCORPORATION:			CO
		FISCAL YEAR END:			0228

	FILING VALUES:
		FORM TYPE:		SC 13G/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-38695
		FILM NUMBER:		15611245

	BUSINESS ADDRESS:	
		STREET 1:		265 TURNER DR
		CITY:			DURANGO
		STATE:			CO
		ZIP:			81301
		BUSINESS PHONE:		3032590554

	MAIL ADDRESS:	
		STREET 1:		265 TURNER DRIVE
		CITY:			DURANGO
		STATE:			CO
		ZIP:			81301

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FIRST DALLAS HOLDINGS INC
		CENTRAL INDEX KEY:			0001483885
		IRS NUMBER:				752278916
		STATE OF INCORPORATION:			TX
		FISCAL YEAR END:			0731

	FILING VALUES:
		FORM TYPE:		SC 13G/A

	BUSINESS ADDRESS:	
		STREET 1:		2905 MAPLE AVENE
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75201
		BUSINESS PHONE:		214-954-1177

	MAIL ADDRESS:	
		STREET 1:		2905 MAPLE AVENE
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75201
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13G/A
<SEQUENCE>1
<FILENAME>rmcf2014dec31.txt
<DESCRIPTION>RMCF 13G/A
<TEXT>

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.

Common Stock, $0.03 par value

774678403

December 31, 2014

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

X   Rule 13d-1(b)

    Rule 13d-1(c)

    Rule 13d-1(d)

NOTE:The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act.

Persons who respond to the collection of information contained in this form
are not required to respond unless the form displays a currently valid OMB
control number.


CUSIP No.  774678403

1.  Names of Reporting Persons.

	FIRST DALLAS HOLDINGS, INC.

2.  Check the Appropriate Box if a Member of a Group

(a)

(b)

3. SEC Use Only

4. Citizenship or Place of Organization

        Texas

5. Sole Voting Power:  0

6. Shared Voting Power:  275,452

7. Sole Dispositive Power:  0

8. Shared Dispositive Power:  373,854

9. Aggregate Amount Beneficially Owned by Each Reporting Person:  373,854

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares

11. Percent of Class Represented by Amount in Row (9):  6.1%

12. Type of Reporting Person:  HC


CUSIP No. 774678403

1. Names of Reporting Persons.

	CRAIG D. HODGES

2. Check the Appropriate Box if a Member of a Group

(a)

(b)

3. SEC Use Only

4. Citizenship or Place of Organization

	MR. HODGES IS A UNITED STATES CITIZEN

5. Sole Voting Power:  0

6. Shared Voting Power:  275,452

7. Sole Dispositive Power:  0

8. Shared Dispositive Power:  373,854

9. Aggregate Amount Beneficially Owned by Each Reporting Person:  373,854

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares

11. Percent of Class Represented by Amount in Row (9):  6.1%

12. Type of Reporting Person (See Instructions):  IN


CUSIP No. 774678403

1. Names of Reporting Persons.

	First Dallas Securities, Inc.

2. Check the Appropriate Box if a Member of a Group

(a)

(b)

3. SEC Use Only

4. Citizenship or Place of Organization

	Texas

5. Sole Voting Power:  0

6. Shared Voting Power:  0

7. Sole Dispositive Power:  0

8. Shared Dispositive Power:  56,632

9. Aggregate Amount Beneficially Owned by Each Reporting Person:  56,632

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares

11. Percent of Class Represented by Amount in Row (9):  0.9%

12. Type of Reporting Person (See Instructions):  IA, BD


CUSIP No.  774678403

1. Names of Reporting Persons.

	Hodges Capital Management, Inc.

2. Check the Appropriate Box if a Member of a Group

(a)

(b)

3. SEC Use Only

4. Citizenship or Place of Organization

	Texas

5. Sole Voting Power:  0

6. Shared Voting Power:  270,000

7. Sole Dispositive Power:  0

8. Shared Dispositive Power:  311,770

9. Aggregate Amount Beneficially Owned by Each Reporting Person: 311,770

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares

11. Percent of Class Represented by Amount in Row (9):  5.1%

12. Type of Reporting Person (See Instructions):  IA


CUSIP No.  774678403

1.Names of Reporting Persons.

	Hodges Fund, A Series of professionally Managed Portfolios

2. Check the Appropriate Box if a Member of a Group

(a)

(b)

3. SEC Use Only

4. Citizenship or Place of Organization

	Massachusetts

5. Sole Voting Power:  0

6. Shared Voting Power:  255,000

7. Sole Dispositive Power:  0

8. Shared Dispositive Power:  255,000

9. Aggregate Amount Beneficially Owned by Each Reporting Person:  255,000

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares

11. Percent of Class Represented by Amount in Row (9):  4.1%

12. Type of Reporting Person (See Instructions):  IV


CUSIP No. 774678403

1. Names of Reporting Persons.

	Hodges Small Intrinsic Value Fund, A Series of professionally
	Managed Portfolios

2. Check the Appropriate Box if a Member of a Group

(a)

(b)

3. SEC Use Only

4. Citizenship or Place of Organization

	Massachusetts

5. Sole Voting Power:  0

6. Shared Voting Power:  15,000

7. Sole Dispositive Power:  0

8. Shared Dispositive Power: 15,000

9. Aggregate Amount Beneficially Owned by Each Reporting Person:  15,000

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares

11. Percent of Class Represented by Amount in Row 9:  0.2%

12. Type of Reporting Person :  IV


Item 1.

(a) Name of Issuer:
	Rocky Mountain Chocolate Factory, Inc.

(b) Address of Issuer's Principal Executive Offices:
	25 Turner Drive
	Durango, CO 81303
Item 2.

(a) Name of Person Filing:

	First Dallas Holdings, Inc.("FDHI")
	Craig D. Hodges
	First Dallas Securities, Inc.("FDSI")
	Hodges Capital Management, Inc.("HCM")
	Hodges Fund
	Hodges Small Intrinsic Value Fund


(b) Address of Principal Business Office or, if none, Residence:
	2905 Maple Ave.
	Dallas, Texas 75201

(b) Citizenship:
	First Dallas Holdings, Inc. is a Texas corporation.
	Craig D. Hodges	 is a citizen of the United States.
	First Dallas Securities, Inc. is a Texas corporation.
	Hodges Capital Management is a Texas corporation.
	Hodges Fund is a series of a Massachusetts business trust.
	Hodges Small Intrinsic Value Fund is a series of a
		Massachusetts business trust.

(d) Title of Class of Securities:
	Common Stock, Par Value $0.03

(e) CUSIP Number:
	774678403

Item 3.  If this statement is filed pursuant to SS240.13d-1(b) or 240.13d-2(b)
or (c), check whether the person filing is a:


(g)  X A parent holding company or control person in accordance with
			S 240.13d-1(b)(1)(ii)(G).


Item 4.    Ownership.

Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.

(a) Amount beneficially owned:

	First Dallas Holdings, Inc.	373,854
	Craig D. Hodges			373,854
	First Dallas Securities, Inc.	56,632
	Hodges Capital Management, Inc.	311,770
	Hodges Fund			255,000
	Hodges Small Intrnsc Val Fund	15,000


(b) Percent of class:

	First Dallas Holdings, Inc.	6.1%
	Craig D. Hodges			6.1%
	First Dallas Securities, Inc.	0.9%
	Hodges Capital Management, Inc.	5.1%
	Hodges Fund			4.1%
	Hodges Small Intrnsc Val Fund	0.2%

The calculation of the percentage of beneficial ownership of the Company's
common stock is based upon 6,092,626 shares outstanding on January 14, 2015,
as disclosed by the Company in its Quarterly Report on Form 10-Q for the
quarter ended November 30, 2014.

(c) Number of shares as to which the person has:

	(i) Sole power to vote or to direct the vote:

	First Dallas Holdings, Inc	0
	Craig D. Hodges			0
	First Dallas Securities, Inc.	0
	Hodges Capital Management, Inc.	0
	Hodges Fund			0
	Hodges Small Intrnsc Val Fund	0

	(ii) Shared power to vote or to direct the vote:

	First Dallas Holdings, Inc.	275,452
	Craig D. Hodges			275,452
	First Dallas Securities, Inc.	0
	Hodges Capital Management, Inc.	270,000
	Hodges Fund			255,000
	Hodges Small Intrnsc Val Fund	15,000

	(iii) Sole power to dispose or to direct the disposition of:

	First Dallas Holdings, Inc.	0
	Craig D. Hodges			0
	First Dallas Securities, Inc.	0
	Hodges Capital Management, Inc.	0
	Hodges Fund			0
	Hodges Small Intrnsc Val Fund	0

	(iv) Shared power to dispose or to direct the disposition of:

	First Dallas Holdings, Inc.	373,854
	Craig D. Hodges			373,854
	First Dallas Securities, Inc.	56,632
	Hodges Capital Management, Inc.	311,770
	Hodges Fund			255,000
	Hodges Small Intrnsc Val Fund	15,000

The reported shares are shares of common stock of the Issuer, par value $0.03.

All 373,854 of the reported shares collectively, the ("reported Shares") may
be deemed as beneficially owned by FDHI, which is the owner of FDSI and HCM,
and Craig D. Hodges, who is the controlling shareholder of FDHI.

	56,632 of the Reported Shares are held in seperate accounts managed
	by FDSI, each of which, individually, owns less than 1% of the common
	stock of the Issuer(each a "Separate Account"). FDSI is a registered
	broker-dealer and an investment adviser registered with the SEC.
	41,770 of the Reported Shares are held in Separate Accounts managed
	by HCM, which is also an investment adviser registered with the SEC.

	255,000 of the Reported Shares are held by the Hodges Fund and 15,000
	of the Reported Shares are held by the Hodges Small Intrinsic Value
	Fund, both of which are series of Professionally Managed Portfolios,
	an investment company registered under the Investment Company Act of
	1940. The investment adviser to both of these funds is HCM, which may
	be deemed to be a beneficial owner of the funds' Reported Shares.

Item 5.     Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following.

Item 6.    Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

Item 7.	Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on By the Parent Holding Company or Control Person

First Dallas Securities, Inc. is wholly-owned by First Dallas Holdings, Inc.,
and is a registered investment adviser in accordance with
S 240.13d-1(b)(1)(ii)(E)

Hodges Capital Management, Inc. is wholly-owned by First Dallas Holdings, Inc.,
and is a registered investment adviser in accordance with
S 240.13d-1(b)(1)(ii)(E)


Item 8.	Identification and Classification of Members of the Group

Not Applicable.

Item 9.	Notice of Dissolution of Group

Not Applicable.

Item 10.	Certification

By signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.

Exhibits

Exhibit 1:
	Joint Filing Agreement dated February 11, 2015 among FDHI, Craig D.
Hodges, FDSI, HCM, Hodges Fund and Hodges Small Intrinsic Value Fund.

SIGNATURE

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

Date: February 11, 2015


	Craig D. Hodges
	Chairman

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>rmcfexhibit2014dec31.txt
<DESCRIPTION>RMCF EXHIBIT
<TEXT>
JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934
as amended, the undersigned agree to the joint filing on behalf of each of
them of a Statement on Schedule 13G (including any and all amendments thereto)
with respect to the common stock of Rocky Mountain Chocolate Factory, inc.
and further agree that this Joint Filing Agreement shall be included as an
Exhibit to such joint filings. The undersigned further agree that each party
hereto is responsiblefor the timely filing of such Statement on Schedule 13G
and any amendments thereto, and for the accuracy and completenessof the
information concerning such party contained therein; provided, however,that
no party is responsible for the accuracy or completeness of the information
concerning any other party,unless such party knows or has reason to believe
that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the same effect
as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, each of the undersigned has executed this Agreement
as of FEBRUARY 11, 2015.

FIRST DALLAS HOLDINGS, INC.

By:	/s/ Craig D. Hodges
Name: Craig D. Hodges
Title:	Chairman

/s/ Craig D. Hodges
	Craig D. Hodges

FIRST DALLAS SECURITIES, INC.

By: 	/s/_Craig D. Hodges
Name: Craig D. Hodges
Title:  Chairman

HODGES CAPITAL MANAGEMENT, INC.

By: 	/s/_Craig D. Hodges
Name: Craig D. Hodges
Title:  Chairman

HODGES FUND, A SERIES OF PROFESSIONALLY MANAGED PORTFOLIOS

By:  HODGES CAPITAL MANAGEMENT, INC., ADVISER TO HODGES FUND

By: 	/s/_Craig D. Hodges
Name: Craig D. Hodges
Title: 	Chairman

HODGES SMALL INTRINSIC VALUE FUND, A SERIES OF PROFESSIONALLY
	MANAGED PORTFOLIOS

By:  HODGES CAPITAL MANAGEMENT, INC., ADVISER TO HODGES SMALL INTRINSIC
VALUE FUND

By: 	/s/_Craig D. Hodges
Name: Craig D. Hodges
Title: 	Chairman

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>