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<SEC-DOCUMENT>/in/edgar/work/20000921/0000718332-00-000010/0000718332-00-000010.txt : 20000924
<SEC-HEADER>0000718332-00-000010.hdr.sgml : 20000924
ACCESSION NUMBER:		0000718332-00-000010
CONFORMED SUBMISSION TYPE:	10-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20000625
FILED AS OF DATE:		20000921

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PIZZA INN INC /MO/
		CENTRAL INDEX KEY:			0000718332
		STANDARD INDUSTRIAL CLASSIFICATION:	 [5140
]		IRS NUMBER:				470654575
		STATE OF INCORPORATION:			MO
		FISCAL YEAR END:			0626
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10-K
			SEC ACT:		
			SEC FILE NUMBER:	000-12919
			FILM NUMBER:		726271
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		5050 QUORUM DR STE 500
				CITY:			DALLAS
				STATE:			TX
				ZIP:			75240
				BUSINESS PHONE:		2147019955
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		5050 QUORUM DR STE 500
					STREET 2:		5050 QUORUM DR STE 500
					CITY:			DALLAS
					STATE:			TX
					ZIP:			75240
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	PANTERAS CORP
						DATE OF NAME CHANGE:	19901126
</FORMER-COMPANY>

						FORMER COMPANY:	
							FORMER CONFORMED NAME:	CONCEPT DEVELOPMENT INC
							DATE OF NAME CHANGE:	19870212
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>0001.txt
<TEXT>




                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C.  20549

                                    FORM 10-K
(Mark  One)
[X]     ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR  15(D)  OF  THE SECURITIES
EXCHANGE  ACT  OF  1934     FOR  THE  FISCAL  YEAR  ENDED  JUNE  25,  2000.
     Transition  report  pursuant  to  Section  13  or  15(d)  of the Securities
Exchange  Act  of  1934  for     the  transition  period  from  _____  to _____.

                         COMMISSION FILE NUMBER 0-12919

                                 PIZZA INN, INC.
             (Exact name of registrant as specified in its charter)

                             MISSOURI     47-0654575
                     (State  or  jurisdiction  of     (I.R.S.  Employer
                    incorporation  or  organization)     Identification  No.)

                           5050  QUORUM  DRIVE
                               SUITE  500
                        DALLAS,  TEXAS     75240
                (Address  of  principal  executive  offices)     (Zip  Code)

     Registrant's telephone number, including area code:     (972) 701-9955
      Securities Registered Pursuant to Section 12(b) of the Act:     NONE
           Securities Registered Pursuant to Section 12(g) of the Act:
                        COMMON STOCK, PAR VALUE $.01 EACH
                                (Title of Class)

     At  September  11,  2000,  there were 10,740,753 shares of the registrant's
Common Stock outstanding,  and the aggregate market value of registrant's Common
Stock  held by non-affiliates was $20,624,859, based upon the average of the bid
and  ask  prices.

     Indicate  by  check  mark  whether the registrant (1) has filed all reports
required  to  be  filed by Section 13 or 15(d) of the Securities Exchange Act of
1934  during the preceding 12 months (or such shorter period that the registrant
was  required  to  file  such  reports), and (2) has been subject to such filing
requirements  for  the  past  90  days.  Yes[x]  No

     Indicate  by check mark if disclosure of delinquent filers pursuant to Item
405  of  Regulation  S-K  is not contained herein, and will not be contained, to
the  best  of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in  Part  III  of this Form 10-K or any
amendment  to  this  Form  10-K.[x]

              APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Indicate  by  check mark whether the registrant has filed all documents and
reports  required  to  be  filed  by  Section  12, 13 or 15(d) of the Securities
Exchange  Act  of 1934 subsequent to the distribution of securities under a plan
confirmed  by  a  court.   Yes [x]   No
                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions  of  the  registrant's  definitive  Proxy  Statement,  to be filed
pursuant  to  Section 14(a) of the Securities Exchange Act of 1934 in connection
with the registrant's annual meeting of shareholders in December 1999, have been
incorporated  by  reference  in  Part  III  of  this  report.


<PAGE>

                                     PART I

ITEM  1  -  BUSINESS

GENERAL

     Pizza  Inn,  Inc.  (the  "Company"), a Missouri corporation incorporated in
1983,  is  the  successor  to  a  Texas  company  of  the  same  name  which was
incorporated  in  1961.  The  Company  is  the  franchisor  and  food and supply
distributor  to  a  system  of restaurants operating under the trade name "Pizza
Inn"  .

     On  September  11,  2000,  the  Pizza  Inn  system  consisted of 484 units,
including  three  Company operated units (which are used for product testing and
franchisee training, in addition to serving customers) and 481 franchised units.
The  domestic  units  are  comprised  of  261  full  service  units,  52
delivery/carry-out  units  and  94  Express  units.  The international units are
comprised  of 19 full service units, 30 delivery/carry-out units and 28  Express
units.  Pizza  Inn  units  are  currently  located  in  20 states and 13 foreign
countries.  Domestic units are located predominantly in the southern half of the
United  States,  with  Texas,  North  Carolina  and  Arkansas  accounting  for
approximately  30%,  16% and 10% of the total, respectively.  Norco Distributing
Company  ("Norco"),  a  division  of  the  Company,  distributes  food products,
equipment,  and  other supplies to units in the United States and, to the extent
feasible,  in  other  countries.

PIZZA  INN  RESTAURANTS

     Full  service  restaurants  ("Full-Service")  offer  dine-in  and carry-out
service  and,  in  most  cases,  also offer delivery service.  These restaurants
serve  pizza  on  three different crusts (The Original Thin Crust, New York Pan,
and Italian Crust), with standard toppings and special combinations of toppings.
They also offer pasta, salad, sandwiches, desserts and beverages, including beer
and  wine  in  some  locations.  They  are  generally  located  in free standing
buildings in close proximity to offices, shopping centers and residential areas.
The  current standard Full-Service units are between 3,000 and 5,000 square feet
in  size  and  seat  130  to  185  customers.  The interior decor is designed to
promote  a  contemporary,  family  style  atmosphere.

     Restaurants  that  offer delivery and carry-out service only ("Delcos") are
growing  in  popularity  and  number.  Delcos  typically are located in shopping
centers  or  other in-line arrangements, occupy approximately 1,000 square feet,
and  offer  limited  or  no  seating.  Delcos  generally  offer the same menu as
Full-Service units, except for buffet.   The decor of these units is designed to
be  bright  and  highly  visible,  featuring neon, lighted displays and awnings.

     The  Self-Serve Buffet restaurant ("Self-Serve") offers items from the full
dine-in  menu,  and  features  delivery and carryout and a self-serve buffet and
beverage  station.  The  Self-Serve  can  be free-standing or located in a strip
center.  Slightly  larger  than  a  Delco, it ranges in size from 1,500 to 2,000
square  feet  and  seats  between  50  to  60  customers.

     A  fourth version, Pizza Inn Express Serve units ("Express"), are typically
located  in  a  convenience  store,  college  campus,  airport terminal or other
commercial  facility.  They have limited or no seating and offer quick carry-out
service  of  a  limited menu of pizza and other foods and beverages.  An Express
unit  typically occupies approximately 300 to 400 square feet and is operated by
the  same  person  who owns the commercial facility or who is licensed at one or
more  locations  within  the  facility.

<PAGE>

FRANCHISING

     The  Pizza  Inn  concept  was  first  franchised in 1963.  Since that time,
industry  franchising  concepts  and  development strategies have changed,  thus
present franchise relationships are evidenced by a variety of contractual forms.
Common  to  those  forms  are provisions which: (i) provide an initial franchise
term  of  20 years and a renewal term, (ii) require the franchisee to follow the
Pizza  Inn  system  of  restaurant  operation  and management, (iii) require the
franchisee  to  pay  a franchise fee and continuing royalties, and (iv) prohibit
the  development  of  one  unit  within  a  specified  distance  from  another.

     The  Company's  current  form  of  franchise agreement provides for:  (i) a
franchise  fee  of  $20,000  for  a Full-Service unit, $15,000 for a Self-Serve,
$7,500  for  a  Delco  and $3,500 for an Express unit, (ii) an initial franchise
term  of  20 years for a Full- Service or Self-Serve unit, 10 years for a Delco,
plus a renewal term of 10 years in both cases, and an initial term of five years
for an Express unit plus a renewal term of five years, (iii) contributions equal
to  1%  of  gross  sales  to  the  Pizza Inn Advertising Plan or to the Company,
discussed  below,  (iv) royalties equal to 4% of gross sales for a Full-Service,
Self-Serve  or  Delco and 6% of gross sales for an Express unit and (v) required
advertising  expenditures  of  at  least  5%  of gross sales for a Full-Service,
Self-Serve  and  a  Delco  and  2%  for  an  Express  unit.

     The  Company  has  adopted  a  franchising  strategy  which has three major
components:  continued  development  within  existing  Pizza  Inn  market areas,
development  of  new  domestic  territories,  and  continued  growth  in  the
international  arena.  As a cornerstone of this approach, the Company offers, to
certain  experienced restaurant operators, area developer rights in both new and
existing  domestic markets.  An area developer pays a negotiated fee to purchase
the  right  to operate or develop, along with the Company, Pizza Inn restaurants
within  a  defined  territory,  typically  for  a  term of 20 years plus renewal
options  for  10  years.  The  area  developer agrees to a new store development
schedule and assists the Company in local franchise service and quality control.
In  return,  half of the franchise fees and royalties earned on all units within
the  territory  are  retained  by  the  area  developer  during  the term of the
agreement.  Similarly,  the  Company  offers  master franchise rights to develop
Pizza  Inn  restaurants  in  certain  foreign  countries,  with negotiated fees,
development  schedules  and  ongoing  royalties.

     As  with  developers,  a  master  licensee  for  a  foreign  country pays a
negotiated  fee  to  purchase  the  right  to  develop  and  operate  Pizza  Inn
restaurants within a defined foreign territory, typically for a term of 20 years
plus  renewal  options for ten years.  The master licensee agrees to a new store
development  schedule  and the Company trains the master licensee to monitor and
assist  franchisees  in their territory with local franchise service and quality
control,  with  support  from  the  Company.  In  return,  the  master  licensee
typically  retains  half the franchise fees and approximately half the royalties
on  all  units within the territory during the term of the agreement.  While all
Pizza  Inn  restaurants  opened in an area of a developer's territory enter into
franchise  agreements  with  the Company, a master licensee may open restaurants
owned  and  operated  by  the  master  licensee, or they may open sub-franchised
restaurants  owned  and  operated  by  third  parties through agreement with the
master  licensee.

FOOD  AND  SUPPLY  DISTRIBUTION

     The Company's Norco division offers substantially all of the food and paper
products,  equipment  and  other  supplies  necessary  to  operate  a  Pizza Inn
restaurant.  Franchisees  are  required  to  purchase  from  Norco  certain food
products  which  are proprietary to the Pizza Inn system.  In addition, the vast
majority  of  franchisees  also  purchase  other  supplies  from  Norco.

     Norco  operates its central distribution facility six days per week, and it
delivers  to  all  domestic  units  on  a  weekly  basis,  utilizing  a fleet of
refrigerated  tractor-trailer  units operated by Company drivers and independent
owner-operators.  Norco  also  ships products and equipment to its international
franchisees.  The  food,  equipment, and other supplies distributed by Norco are
generally  available  from  several  qualified  sources,  and the Company is not
dependent  upon  any  one  supplier  or limited group of suppliers.  The Company
contracts with established food processors for the production of its proprietary
products.  The  Company does not anticipate any difficulty in obtaining supplies
in  the  foreseeable  future.




ADVERTISING

     The  Pizza  Inn  Advertising Plan ("PIAP") is a non-profit corporation that
creates and produces print advertisements, television and radio commercials, and
in-store  promotional  materials along with related advertising services for use
by  its  members.  Each  operator  of  a Full-Service, Self-Serve or Delco unit,
including  the  Company,  is  entitled to membership in PIAP.  Nearly all of the
Company's  existing  franchise agreements for Full-Service, Self-Serve and Delco
units  require the franchisees to become members of PIAP.  Members contribute 1%
of  their  gross  sales.  PIAP  is  managed by a Board of Trustees, comprised of
franchisee  representatives  who  are  elected  by  the  members each year.  The
Company  does  not  have  any  ownership interest in PIAP.  The Company provides
certain administrative, marketing and other services to PIAP and is paid by PIAP
for  such  services.  On  September  11,  2000,  the Company-operated stores and
substantially all of its franchisees were members of PIAP.  Operators of Express
units  do  not  participate  in PIAP; however, they contribute up to 1% of their
gross  sales  directly  to  the  Company  to  help  fund  Express unit marketing
materials  and  similar  expenditures.

     Groups  of  franchisees in many of the Pizza Inn system's market areas have
formed  local advertising cooperatives.  These cooperatives, which may be formed
voluntarily  or  may  be required by the Company under the franchise agreements,
establish  contributions  to be made by their members and direct the expenditure
of  these  contributions on local media advertising using materials developed by
PIAP  and  the  Company.

     The  Company  and  its franchisees conduct independent marketing efforts in
addition  to  their  participation  in  PIAP  and  local  cooperatives.

TRADEMARKS  AND  QUALITY  CONTROL

     The  Company owns various trademarks, including the name "Pizza Inn", which
are  used  in  connection with the restaurants and have been registered with the
United  States  Patent and Trademark Office.  The duration of such trademarks is
unlimited,  subject  to  continued  use.  In  addition, the Company has obtained
trademark  registrations  in  several  foreign  countries  and  has  applied for
registration in others.  The Company believes that it holds the necessary rights
for  protection  of  the  trademarks  essential  to  its  business.

     The  Company  requires  all  units  to  satisfy  certain  quality standards
governing  the  products  and  services  offered  through  use  of the Company's
trademarks.  The  Company  maintains  a  staff  of  field representatives, whose
primary  responsibilities  include  periodic  visits  to  provide  advice  in
operational and marketing activities and to evaluate and enforce compliance with
the  Company's  quality  standards.

TRAINING

     The  Company  offers  numerous  training  programs  for  the  benefit  of
franchisees  and  their restaurant crew managers.  The training programs, taught
by  experienced  Company  employees,  focus  on  food preparation, service, cost
control,  sanitation,  safety,  local store marketing, personnel management, and
other  aspects  of  restaurant  operation.  The  training programs include group
classes,  supervised work in Company operated units, and special field seminars.
Training  programs  are offered free of charge to franchisees, who pay their own
travel  and  lodging  expenses.  Restaurant  managers  train their staff through
on-the-job training, utilizing video tapes and printed materials produced by the
Company.

WORKING  CAPITAL  PRACTICES

     The  Company's  Norco division maintains a sufficient inventory of food and
other consumable supplies which it distributes to Pizza Inn units typically on a
weekly  basis.  The  Company's  accounts receivable and notes receivable consist
primarily  of  receivables  from  food  and  supply  sales, equipment sales, and
accrued  franchise  royalties.

GOVERNMENT  REGULATION

     The  Company  is  subject  to  registration and disclosure requirements and
other  restrictions under federal and state franchise laws.  The Company's Norco
division  is  subject  to various federal and state regulations, including those
regarding  transportation  of  goods,  food  labeling,  safety,  sanitation,
distribution,  and  vehicle  licensing.

     The  development  and  operation of Pizza Inn units are subject to federal,
state  and  local  regulations,  including  those  pertaining  to zoning, public
health,  and  alcoholic  beverages, where applicable.  Many restaurant employees
are  paid  at rates related to the minimum wage established by federal and state
law.  Increases in the federal minimum wage can result in higher labor costs for
the  Company  operated units, as well as its franchisees, which may be partially
offset  by  price  increases  or  operational  and  equipment  efficiencies.

EMPLOYEES

     On  September  11,  2000,  the  Company  had  approximately  217 employees,
including 57 in the Company's corporate office, 80 at its Norco division, and 35
full-time  and 45 part-time employees at the Company operated restaurants.  None
of  the  Company's  employees  are  currently  covered  by collective bargaining
agreements.  The  Company  believes  that  its employee relations are excellent.

COMPETITION

     The  restaurant  business  is  highly  competitive.  The  Company  and  its
franchisees  compete  with other national and regional pizza chains, independent
pizza  restaurants,  and  other restaurants which serve moderately priced foods.
The  Company believes that Pizza Inn units compete primarily on the basis of the
quality,  value  and  price of their food, the consistency and level of service,
and the location, attractiveness and cleanliness of their restaurant facilities.
Because  of  the  importance  of  brand awareness, the Company has increased its
development  emphasis  on  individual  market  penetration and local cooperative
advertising  by  franchisees.

     The  Company's  Norco  division  competes  with  both  national  and  local
distributors of food, equipment and other restaurant supplies.  The distribution
industry  is  very  competitive.  The  Company  believes  that  the  principal
competitive  factors  in the distribution industry are product quality, customer
service and price.  Norco is the sole authorized supplier of certain proprietary
products  which  are  required  to  be  used  by  all  Pizza  Inn  units.

     In  the  sale of franchises, the Company competes with franchisors of other
restaurant concepts and franchisors of a variety of other products and services.
The  Company  believes that the principal competitive factors affecting the sale
of  franchises  are  product  quality and value, consumer acceptance, franchisor
experience  and  support,  and  the  quality relationship maintained between the
franchisor  and  its  franchisees.

SEASONALITY

     Historically,  sales  at  Pizza  Inn  restaurants have been somewhat higher
during  the  warmer  months  and  somewhat lower during the colder months of the
year.  The  Company  believes that the increasing popularity of delivery service
and  expansion  into  the  high impulse purchase markets of Express units should
lessen  the  seasonal  impact  on  future  chainwide  sales.


<PAGE>
ITEM  2  -  PROPERTIES

     The  Company  leases  20,667 square feet in Dallas, Texas for its corporate
office  and  76,700  square feet in Grand Prairie, Texas for its Norco warehouse
and  office  facilities.  The leases expire in 2003 and 2000, respectively.  The
Company  also  leases  2,736  square  feet  in  Addison,  Texas for its training
facility  and  test  kitchen  with  a  term  expiring  in  2001.

     The  Company's  current  lease  for  its  Distribution  facility expires in
December  2000.  The  Company  is currently in negotiations regarding a possible
extension  of  its lease and is also exploring the possibility of relocating its
distribution  facility.

     All  three  of  the  Company operated Pizza Inn restaurants (all located in
Texas)  are leased.  The Company operated units range in size from approximately
1,500  to  3,600  square  feet  and incur annual minimum rent between $12.50 and
$22.00  per  square foot.  Most of the leases require payment of additional rent
based  upon  a  percentage  of  gross  sales  and require the Company to pay for
repairs,  insurance  and  real  estate taxes.  The leases are renewable and will
expire  in  2004,  2005,  and  2007.

ITEM  3  -  LEGAL  PROCEEDINGS

     On  September  21,  1989,  the  Company,  Pizza  Inn,  Inc.  (a  Delaware
corporation)  and Memphis Pizza Inns, Inc. filed for protection under the United
States  Bankruptcy  Code  in the United States Bankruptcy Court for the Northern
District of Texas, Dallas Division.  The plan of reorganization, as confirmed by
the  court,  became  effective  on  September  5,  1990.  The  court  retained
jurisdiction  to help ensure that the plan of reorganization was carried out and
to  hear  any  disputes that arose during the five year term of the plan. In May
1996,  the  court  issued  its final order finding that the proceedings had been
completed  and  closed  the  bankruptcy  cases.

     Certain other pending legal proceedings exist against the Company which the
Company  believes  are not material or have arisen in the ordinary course of its
business.

 ITEM  4  -  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     No  matters  were submitted to a vote of security holders during the fourth
quarter  of  the  Company's  fiscal  year  2000.


<PAGE>

                                     PART II

ITEM  5  - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     On  September  11,  2000,  there  were  2,397 stockholders of record of the
Company's  Common  Stock.

     The  Company's  Common  Stock  is  listed  on  the  Small-Cap Market of the
National Association of Securities Dealers Automated Quotation ("NASDAQ") system
under the symbol "PZZI". The following table shows the highest and lowest actual
trade  executed price per share of the Common Stock during each quarterly period
within the two most recent fiscal years, as reported by the National Association
of  Securities  Dealers.  Such  prices  reflect inter-dealer quotations, without
adjustment  for  any  retail  markup,  markdown  or  commission.

                                                       Actual Trade
                                                     Executed  Price
                                                       High     Low
                                                       ----     ----
             2000
             First  Quarter  Ended  9/26/99          4         2  5/16
             Second  Quarter  Ended  12/26/99        4  1/4    3  1/4
             Third  Quarter  Ended  3/26/00          4  1/8    2  7/8
             Fourth  Quarter  Ended  6/25/00         3  3/4    3  1/8

             1999
             First  Quarter  Ended  9/27/98          5  13/16 4  3/4
             Second  Quarter  Ended  12/27/98        5  1/4   4  1/4
             Third  Quarter  Ended  3/28/99          4  3/4   3
             Fourth  Quarter  Ended  6/27/99         4  1/8   2  29/32


     During fiscal 2000 the Board of Directors of the Company declared quarterly
cash  dividends  of  $0.06  per  share.  For  the  year ended June 25, 2000 cash
dividends  paid were approximately $2.8 million or $0.24 per share.  On June 26,
2000, the Company's Board of Directors declared a cash dividend of approximately
$0.6 million or $0.06 per share.  Any determination to pay cash dividends in the
future will be at the discretion of the Company's Board of Directors and will be
dependent upon the Company's results of operations, financial condition, capital
requirements,  contractual  restrictions  and  other  factors  deemed  relevant.


<PAGE>
 ITEM  6  -  SELECTED  FINANCIAL  DATA

     The  following  table  contains  certain  selected  financial  data for the
Company for each of the last five fiscal years through June 25, 2000, and should
be  read in conjunction with the financial statements and schedules in Item 8 of
this  report.  Earnings  per  share  data  for  all  periods presented have been
restated  to  reflect  the  computation of earnings per share in accordance with
SFAS  128.

<TABLE>
<CAPTION>


                                          Year Ended
                                          -----------
                                           June 25,     June 27,   June 28,    June 29,   June 30,
                                             2000         1999       1998        1997       1996
                                          -----------  ----------  ---------  ----------  ---------
(In thousands, except per share amounts)
<S>                                       <C>          <C>         <C>        <C>         <C>        <C>  <C>
SELECTED INCOME STATEMENT DATA:
  Total revenues . . . . . . . . . . . .  $    66,304  $  66,294   $  68,640  $  69,123   $  69,441

  Income before taxes. . . . . . . . . .        4,389      4,096       7,023      6,860       5,921
  Net income . . . . . . . . . . . . . .        2,884      2,752       4,880      4,528       3,908
  Basic earnings per common share. . . .          .25        .24         .38        .35         .30
  Diluted earnings per common share. . .          .25        .23         .36        .33         .28
  Dividends declared per common share. .          .24 (2)    .18 (1)     .24          -          -

SELECTED BALANCE SHEET DATA:
  Total assets . . . . . . . . . . . . .       17,434     18,586      21,773     24,310      24,419
  Long-term debt and
       capital lease obligations . . . .       10,655      6,944       5,454      7,789       7,902
<FN>

(1)     On  June  28, 1999 the Company's Board of Directors declared a quarterly dividend of $.06 per share
     on  the  Company's  common  stock,  payable  to  shareholders  of  record  on  July  9,  1999.

(2)     On  June  26, 2000 the Company's Board of Directors declared a quarterly dividend of $.06 per share
     on  the  Company's  common  stock,  payable  to  shareholders  of  record  on  July  7,  2000.
</TABLE>

ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

                              RESULTS OF OPERATIONS

FISCAL  2000  COMPARED  TO  FISCAL  1999

          Diluted  earnings  per  share  increased  9% to $.25 from $0.23 in the
prior  year.  Net income increased 5% to $2,884,000 from $2,752,000 in the prior
year, on revenues of $66.3 million in each year.  Pre-tax income increased 7% to
$4,389,000 from $4,096,000.  The Company considers pre-tax income to be the best
measure  of  its performance due to the significant benefit of its net operating
loss  carryforwards.  These  carryforwards, which total $6.6 million at June 25,
2000, reduce the income taxes paid by the Company from the 34% statutory rate to
the  minimum  tax  rate  of  approximately  2%.

     Food  and  supply  sales  of $58 million for the year decreased slightly as
compared to the same period last year due to higher overall cheese prices in the
prior  year.  Excluding  the  change  in  cheese  prices,  food and supply sales
increased  approximately  $2,000,000  reflecting  greater  chainwide  sales.

     Franchise  revenue,  which includes royalties, license fees and income from
area  development  and foreign master license (collectively, "Territory") sales,
increased 1% or $80,000 in fiscal 2000. Royalty revenue increased $191,000 or 4%
compared  to  last year, mainly resulting from an increase in domestic chainwide
sales.  These  increases  were  offset  by  $106,000  less  of  area development
territory  sales  in  fiscal  2000.

     Restaurant  sales,  which  consist  of  revenue  generated by Company-owned
stores,  for the year increased 3% or $65,000 compared to the same period of the
prior  year.  Comparable store sales growth at Company-owned stores increased 5%
for  the  year,  which  offset  the  closing  of  one Delco unit in August 1998.

     Other  income  consists  of  primarily  interest  income  and non-recurring
revenue  items.  Other  income  decreased  22%  or  $64,000 due to higher vendor
incentives  in  the prior year, partially offset by increased interest income in
the  current  year.

     Cost of sales decreased slightly compared to the same period last year.  As
a  percentage of sales, cost of sales remained the same for both years at 91.5%.
Lower  cheese  prices  in  fiscal 2000 were offset by higher chainwide sales, as
noted  above.   These  higher  chainwide  sales required additional distribution
miles  resulting  in  higher  fuel costs, compounded even further by higher fuel
prices.

     Franchise  expenses  include  selling,  general and administrative expenses
(primarily  wages and travel expenses), directly related to the sale and service
of  franchises  and Territories.  These costs decreased 27% or $738,000 compared
to  last  year.  This  was  primarily  due  to  lower  marketing expenses and an
increase in allocation of corporate services expenses to the distribution center
resulting  in  a  corresponding  decrease  in  franchise  expenses.

     General  and  administrative  expenses  increased  7% or $251,000 in fiscal
2000.  This is a result of higher insurance costs, higher franchise and property
taxes,  and payroll costs that were capitalized as software development costs as
required  by  current  accounting  pronouncements  in  the  prior  year.  These
increases  were  partially offset by lower legal and contract services expenses.

     Interest  expense increased 43% or $226,000 in the current year as a result
of higher debt levels, capital lease interest expense on new computer equipment,
and  higher  interest  rates.

     During fiscal 2000, the Company opened for business a total of 42 new Pizza
Inn  franchise  units,  including  26  domestic  and  16  international  units.
Domestically,  27  units were closed by franchisees or terminated by the Company
typically  because  of  unsatisfactory  standards  of  operation or performance.
Similarly,  34  Kmart  express  units  and  5  international  units were closed.









FISCAL  1999  COMPARED  TO  FISCAL  1998

          Diluted  earnings  per  share  dropped  36%  from $0.36 to $0.23.  Net
income  decreased  44%  to  $2,752,000  from  $4,880,000  in  the prior year, on
revenues  of  $66.3  million versus $68.6 million the previous year.  Net income
and earnings per share decreased because of lower revenues from area development
territory  sales,  fewer vendor incentives, a lower volume of food product sales
from  slightly  lower  chainwide  sales  and  higher  cost  of  sales  due  to
extraordinarily  higher  cheese  prices  from  July  1998  through January 1999.
Restaurant  cost  of  sales,  as a percentage of sales, throughout the Company's
franchise  community  was  up  approximately  3  percentage  points,  due  to
extraordinarily  higher cheese prices during these seven months.  This increased
cost also caused an adverse effect on chainwide sales as the result of decreased
discretionary  franchisee  advertising as well as delayed new store openings and
remodelings.  Foreign  economic  factors  also  continued  to  adversely  affect
international  sales  and  new  store  openings  in  foreign  markets.

     Food and supply sales by the Company's distribution division were down less
than  1%  or  $390,000  as  compared to last year sales.  The slight decrease in
volume  was  offset  by  a significant increase in cheese prices.  International
sales  decreased  $182,000  in  fiscal  1999  due  to  economic  troubles  in
international  markets which resulted in fewer net store openings abroad than in
the  prior  fiscal  year.

     Franchise  revenue,  which  include royalties, license fees and income from
area  development  and foreign master license (collectively, "Territory") sales,
decreased  13%  or  $849,000  in fiscal 1999.  Area development income decreased
$560,000  in  fiscal  1999  primarily  due to economic troubles in international
markets.  Royalty  revenue  was  down  $173,000  compared  to  last year, mainly
resulting  from  a 1.5% decrease in chainwide sales and a slightly lower average
royalty  rate  due  to both more restaurants within area development territories
and  a  lower  ratio of full service units to Delco/Express units.  License fees
decreased  $116,000  in  fiscal  1999.

     Restaurant  sales,  which  consist  of  revenue  generated by Company-owned
stores,  for  the  year decreased 15% or $397,000 compared to the same period of
the  prior  year.  This was due to the lease expiration and closing of one Delco
store  in  August  1998.  Comparable  store sales growth at Company-owned stores
increased  6%  for  the  year.

     Other  income  consists  of  primarily  interest  income  and non-recurring
revenue  items.  Other  income decreased 71% or $710,000 in fiscal 1999.  Fiscal
1998  included  vendor  incentives, the gain on the sale of a Territory, and the
sale  of  a  state  liquor  license.

     Cost  of  sales increased less than 1% or $89,000 during fiscal 1999.  As a
percentage  of  sales,  cost of sales increased to 91.5% in fiscal 1999 from 90%
compared  to  last year.  Cost of sales increased primarily due to significantly
higher  cheese  prices,  offset  by  a  lower  volume  of  food  product  sold.

     Franchise  expenses  include  selling,  general and administrative expenses
(primarily  wages and travel expenses), directly related to the sale and service
of  franchises  and  Territories.  These  costs decreased less than 1% or $4,000
compared  to  the  prior  year.

     General  and  administrative  expenses  increased 16% or $467,000 in fiscal
1999.  This  is  the  result  of an increase in higher legal and tax expenses in
fiscal  1999.

     Interest expense increased 4% or $22,000 in the current year as a result of
slightly  higher  debt levels and capital lease interest expense on new computer
equipment.

     During fiscal 1999, a total of 73 new Pizza Inn franchise units were opened
for  business,  52  domestic, and 21 international.  Domestically, 38 units were
closed  by  franchisees  or  terminated  by  the  Company  typically  because of
unsatisfactory  standards  of  operation  or  performance.  Similarly,  26
international  units  were  closed.







                               FINANCIAL CONDITION

     Cash  and  cash  equivalents  decreased  $25,000 in fiscal 2000.  Cash flow
generated from operations and additional borrowings were used to purchase shares
of  the  Company's  own  stock  and pay cash dividends on its common stock.  The
Company  increased  its  borrowings by $5.4 million in fiscal 2000.  The Company
used  the  proceeds  from these borrowings plus cash from operations to fund the
$6.1  million  used  to  reacquire 1.7 million shares of its own common stock at
prevailing  prices on the open market. The Company also used $2.8 million to pay
cash  dividends  on  its  common  stock  in  fiscal  2000.

     At  June  25, 2000 the net deferred tax asset balance was $4.4 million.  At
June  25,  2000,  the  Company  has a valuation allowance of $22,027 for general
business  tax  credits  due  to expire in 2001.  The Company believes that it is
more  likely  than not that these credits will not be realized.  In fiscal 2000,
the  valuation  allowance and corresponding asset were also decreased due to the
expiration  of  general  business  credits.

     Management believes that future operations will generate sufficient taxable
income,  along  with the reversal of temporary differences, to fully realize the
deferred  tax  asset,  net  of  a  valuation allowance of $22,027 related to the
potential expiration of certain tax credit carryforwards.  Future taxable income
at the same level as fiscal 2000 would be sufficient for full realization of the
net  tax  asset.  Additionally, management believes that taxable income based on
recent  growth  trends  of  the  Company's  franchise  base  should be more than
sufficient  to  enable  the  Company  to  realize its deferred tax asset without
reliance  on  material,  non-routine  income.

     While  the  Company  expects  to  realize  substantial  benefit  from  the
utilization  of its net operating loss carryforwards (which currently total $6.6
million  and  expire  in  2005)  to  reduce  its  federal tax liability, current
accounting  standards  dictate  that  this  benefit  can not be reflected in the
Company's  results  of  operations.  In  accordance  with  SFAS  109,  the
carryforwards,  when  utilized, are reflected as a reduction of the deferred tax
asset  rather  than  a  reduction  of  income  tax expense.  This has caused the
Company to reflect an amount for federal income tax expense on its statements of
operations  at an effective corporate rate of 34%, 32%, and 31% for fiscal years
2000,  1999 and 1998, respectively.  However, the actual amount of taxes paid at
the  alternative minimum tax rate of approximately 2% is significantly less than
the  corporate  rate  reflected  on  the  Company's  statement  of  operations.
Historically,  the  differences between pre-tax earnings for financial reporting
purposes  and  taxable  income  for  tax  purposes  have  consisted of temporary
differences  arising  from  the  timing  of depreciation, deductions for accrued
expenses  and deferred revenues, as well as permanent differences as a result of
the  exercise  of  stock  options  deducted  for income tax purposes but not for
financial  reporting  purposes.

     Under  the  Internal  Revenue Code, the utilization of net operating losses
and credit carryforwards could be limited if certain changes in ownership of the
Company's  Common  Stock were to occur.  The Company's Articles of Incorporation
contain  certain  restrictions  which are intended to reduce the likelihood that
such  changes  in  ownership  would  occur.
                         LIQUIDITY AND CAPITAL RESOURCES

     Cash provided by operations totaled $4,578,000 in fiscal 2000 and was used,
in  conjunction with additional borrowings, primarily to reacquire the Company's
common  stock,  to  pay  dividends  on  its  common  stock,  and to fund capital
expenditures.

     The  Company  increased  its  borrowing by $5.4 million to $11.1 million at
June  25,  2000  from  $5.7  million  at  June  27,  1999.

     During fiscal 2000 the Company purchased 1,710,698 shares of its own common
stock  on  the  open  market for a total price of $6.1 million.  This brings the
total  number  of  shares  in  treasury  to  4,309,409  as  of  June  25,  2000.

     Capital  expenditures  of  $754,000 during fiscal 2000 consist primarily of
modifications and upgrades to the Company's computer system, as well as upgrades
and  replacements  of  desk  top  computers.

     The Company's future requirements for cash relate primarily to the periodic
purchase  of its own common stock, capital expenditures, payment of dividends on
its  common  stock,  and repayment of debt.  The Company currently considers its
common  stock  to be undervalued and plans to continue purchasing its own shares
on  the  open  market  during  fiscal  year  2001.  For the period June 26, 2000
through  September 11, 2000 the Company has purchased 119,687 shares for a total
amount  of $439,326. Anticipated capital expenditures include information system
upgrades  and  miscellaneous  equipment.  During  fiscal  2000,  the  Board  of
Directors  of  the  Company paid cash dividends on the Company's common stock of
approximately  $2.8  million or $0.24 per share.  On June 26, 2000 the Company's
Board of Directors declared a quarterly cash dividend payable to shareholders of
record  on  July  7,  2000  of  approximately  $0.6  million or $0.06 per share.
Declaration  of  future  dividends  will  be  at  the discretion of the Board of
Directors.

     The  Company's  primary  sources  of  cash  are sales from the distribution
division,  royalties,  license  fees  and  Territory  sales.  Existing  area
development  and  master license agreements contain development commitments that
should  result in future chainwide growth.  Related growth in distribution sales
and  royalties  are  expected  to provide adequate working capital to supply the
needs  described  above.  The  signing  of  any  new  area development or master
license agreements, which cannot be predicted with certainty, would also provide
significant  infusions  of  cash.

                                   MARKET RISK

     The  Company  has  market  risk  exposure  arising from changes in interest
rates.  The  Company's  earnings  are affected by changes in short-term interest
rates  as a result of borrowings under its Credit Facilities which bear interest
based  on  floating  rates.

     At  June  25,  2000 the Company had approximately $11.1 million of variable
rate  debt  obligations  outstanding  with  a  weighted average interest rate of
7.26%.   A  hypothetical  10%  change  in  the effective interest rate for these
borrowings,  assuming debt levels at June 25, 2000 would change interest expense
by  approximately  $83,000.

                                ECONOMIC FACTORS

     The  costs  of  operations, including labor, supplies, utilities, financing
and  rental  costs,  to  the  Company  and its franchisees, can be significantly
affected  by  inflation and other economic factors.  Increases in any such costs
would  result  in  higher costs to the Company and its franchisees, which may be
partially  offset  by  price increases and increased efficiencies in operations.
The  Company's  revenues  are also affected by local economic trends where units
are  concentrated.  The  Company  intends to pursue franchise development in new
markets  in  the  United  States  and  other countries, which would mitigate the
impact  of  local  economic  factors.

                            FORWARD-LOOKING STATEMENT

     This  report  contains  certain forward-looking statements (as such term is
defined in the Private Securities Litigation Reform Act of 1995) relating to the
Company  that are based on the beliefs of the management of the Company, as well
as  assumptions and estimates made by and information currently available to the
Company's  management.  When  used  in  the  report,  the  words  "anticipate,"
"believe," "estimate," "expect," "intend" and other similar expressions, as they
relate  to  the  Company  or  the Company's management, identify forward-looking
statements.  Such  statements  reflect  the  current  views  of the Company with
respect  to  future  events  and are subject to certain risks, uncertainties and
assumptions  relating to the operations and results of operations of the Company
as  well  as  its  customers and suppliers, including as a result of competitive
factors  and  pricing  pressures,  shifts  in  market  demand,  general economic
conditions and other factors including but not limited to, changes in demand for
Pizza Inn products or franchises, the impact of competitors' actions, changes in
prices  or supplies of food ingredients, and restrictions on international trade
and  business.  Should  one or more of these risks or uncertainties materialize,
or  should  underlying  assumptions or estimates prove incorrect, actual results
may  vary  materially  from  those  described  herein  as anticipated, believed,
estimated,  expected  or  intended.

<PAGE>

                                 PIZZA INN, INC.



ITEM  8  -  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA


Index  to  Financial  Statements  and  Schedules:



FINANCIAL  STATEMENTS                                           PAGE  NO.


Report  of  Independent  Accountants.                                    14

Consolidated  Statements  of  Operations  for  the  years  ended
     June  25,  2000,  June  27,  1999,  and  June  28,  1998.           15

Consolidated  Balance  Sheets  at  June  25,  2000  and  June  27, 1999. 16

Consolidated  Statements  of  Shareholders'  Equity  for  the  years
     ended  June  25,  2000,  June  27,  1999,  and  June  28,  1998.    17

Consolidated  Statements  of  Cash  Flows  for  the  years  ended June 25, 2000,
     June  27,  1999,  and  June  28,  1998.                            18

Notes  to  Consolidated  Financial  Statements.                         20



     FINANCIAL  STATEMENT  SCHEDULES


     Schedule  II   -  Consolidated  Valuation  and  Qualifying  Accounts     33

     All  other  schedules  are  omitted  because  they  are not applicable, not
     required  or  because  the  required  information  is  included  in  the
     consolidated financial  statements  or  notes  thereto.



<PAGE>




                        REPORT OF INDEPENDENT ACCOUNTANTS

To  the  Board  of  Directors
and  Shareholders  of  Pizza  Inn,  Inc.

In our opinion, the consolidated financial statements listed in the accompanying
index  present fairly, in all material respects, the financial position of Pizza
Inn,  Inc.  and  its  subsidiaries  at  June 25, 2000 and June 27, 1999, and the
results  of their operations and their cash flows for each of the three years in
the  period  ended  June  25,  2000,  in  conformity  with accounting principles
generally  accepted  in  the  United  States  of  America.  In  addition, in our
opinion,  the  financial  statement  schedule  listed  in the accompanying index
presents  fairly,  in  all  material respects, the information set forth therein
when  read  in  conjunction  with the related consolidated financial statements.
These  financial  statements  and  the  financial  statement  schedule  are  the
responsibility  of the Company's management; our responsibility is to express an
opinion on these financial statements and the financial statement schedule based
on  our  audits.  We conducted our audits of these statements in accordance with
auditing  standards  generally  accepted  in the United States of America, which
require  that we plan and perform the audit to obtain reasonable assurance about
whether  the  financial  statements are free of material misstatement.  An audit
includes  examining,  on  a  test  basis,  evidence  supporting  the amounts and
disclosures  in  the  financial  statements, assessing the accounting principles
used  and  significant  estimates made by management, and evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.



PRICEWATERHOUSECOOPERS  LLP


Dallas,  Texas
September  18,  2000



<TABLE>
<CAPTION>

                                                PIZZA INN, INC.
                                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)



                                                                  YEAR ENDED
                                                            ----------------------
                                              JUNE 25,                JUNE 27,                JUNE 28,
REVENUES:                                       2000                    1999                    1998
                                       ----------------------  ----------------------  -----------------------
<S>                                    <C>                     <C>                     <C>
  Food and supply sales . . . . . . .  $               58,030  $               58,101  $                58,491
  Franchise revenue . . . . . . . . .                   5,699                   5,619                    6,468
  Restaurant sales. . . . . . . . . .                   2,352                   2,287                    2,684
  Other income. . . . . . . . . . . .                     223                     287                      997
                                       ----------------------  ----------------------  -----------------------
                                                       66,304                  66,294                   68,640
                                       ----------------------  ----------------------  -----------------------

COSTS AND EXPENSES:
  Cost of sales . . . . . . . . . . .                  55,255                  55,265                   55,176
  Franchise expenses. . . . . . . . .                   2,003                   2,741                    2,745
  General and administrative expenses                   3,682                   3,431                    2,964
  Provision for bad debt. . . . . . .                     225                     237                      230
  Interest expense. . . . . . . . . .                     750                     524                      502
                                       ----------------------  ----------------------  -----------------------
                                                       61,915                  62,198                   61,617
                                       ----------------------  ----------------------  -----------------------

INCOME BEFORE INCOME TAXES. . . . . .                   4,389                   4,096                    7,023

  Provision for income taxes. . . . .                   1,505                   1,344                    2,143
                                       ----------------------  ----------------------  -----------------------

NET INCOME. . . . . . . . . . . . . .  $                2,884  $                2,752  $                 4,880
                                       ======================  ======================  =======================

BASIC EARNINGS PER COMMON SHARE . . .                   0.25                   0.24                    0.38
                                       ======================  ======================  =======================

DILUTED EARNINGS PER COMMON SHARE . .                   0.25                   0.23                    0.36
                                       ======================  ======================  =======================

DIVIDENDS DECLARED PER COMMON SHARE .                   0.24                   0.18                    0.24
                                       ======================  ======================  =======================

WEIGHTED AVERAGE COMMON SHARES. . . .                  11,316                  11,678                   12,692
                                       ======================  ======================  =======================

WEIGHTED AVERAGE COMMON AND
  POTENTIAL DILUTIVE COMMON SHARES. .                  11,441                  12,154                   13,468
                                       ======================  ======================  =======================
<FN>

                         See accompanying Notes to Consolidated Financial Statements.
</TABLE>

<TABLE>
<CAPTION>

                                                 PIZZA INN, INC.
                                           CONSOLIDATED BALANCE SHEETS
                                                  (IN THOUSANDS)


                                                                           JUNE 25,               JUNE 27,
ASSETS                                                                       2000                   1999
                                                                     ---------------------  ---------------------
CURRENT ASSETS
<S>                                                                  <C>                    <C>
  Cash and cash equivalents . . . . . . . . . . . . . . . . . . . .  $                484   $                509
  Accounts receivable, less allowance for doubtful
    accounts of $776 and $808, respectively . . . . . . . . . . . .                 4,681                  4,588
  Notes receivable, current portion, less allowance
    for doubtful accounts of $260 and $144, respectively. . . . . .                   810                    814
  Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . .                 2,910                  2,393
  Deferred taxes, net . . . . . . . . . . . . . . . . . . . . . . .                 1,117                  1,149
  Prepaid expenses and other. . . . . . . . . . . . . . . . . . . .                   566                    591
                                                                     ---------------------  ---------------------
      Total current assets. . . . . . . . . . . . . . . . . . . . .                10,568                 10,044
Property, plant and equipment, net. . . . . . . . . . . . . . . . .                 1,650                  1,754
Property under capital leases, net. . . . . . . . . . . . . . . . .                 1,165                  1,587
Deferred taxes, net . . . . . . . . . . . . . . . . . . . . . . . .                 3,312                  4,407
Long-term notes receivable, less
  allowance for doubtful accounts of $66 and $80, respectively. . .                   262                    380
Deposits and other. . . . . . . . . . . . . . . . . . . . . . . . .                   734                    414
                                                                     ---------------------  ---------------------
                                                                     $             17,691   $             18,586
                                                                     =====================  =====================
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable - trade. . . . . . . . . . . . . . . . . . . . .  $              2,251   $              2,641
  Accrued expenses. . . . . . . . . . . . . . . . . . . . . . . . .                 1,797                  1,795
  Current portion of long-term debt . . . . . . . . . . . . . . . .                 1,250                      -
  Current portion of capital lease obligations. . . . . . . . . . .                   534                    428
                                                                     ---------------------  ---------------------
    Total current liabilities . . . . . . . . . . . . . . . . . . .                 5,832                  4,864

LONG-TERM LIABILITIES
  Long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . .                 9,842                  5,700
  Long-term capital lease obligations . . . . . . . . . . . . . . .                   813                  1,244
  Other long-term liabilities . . . . . . . . . . . . . . . . . . .                   715                    719
                                                                     ---------------------  ---------------------
                                                                                   17,202                 12,527
                                                                     ---------------------  ---------------------

COMMITMENTS AND CONTINGENCIES (See Note I)

SHAREHOLDERS' EQUITY
  Common Stock, $.01 par value; authorized 26,000,000
    shares; issued 14,954,789 and 14,927,176 shares, respectively;
    outstanding 10,645,380 and 11,407,945 shares, respectively. . .                   150                    149
  Additional paid-in capital. . . . . . . . . . . . . . . . . . . .                 7,708                  7,321
  Loans to officers . . . . . . . . . . . . . . . . . . . . . . . .                (2,250)                     -
  Retained earnings . . . . . . . . . . . . . . . . . . . . . . . .                13,163                 14,375
  Treasury stock at cost
    Shares in treasury: 4,309,409 and 3,519,231 respectively. . . .               (18,282)               (15,786)
                                                                     ---------------------  ---------------------
    Total shareholders' equity. . . . . . . . . . . . . . . . . . .                   489                  6,059
                                                                     ---------------------  ---------------------
                                                                     $             17,691   $             18,586
                                                                     =====================  =====================
<FN>

                           See accompanying Notes to Consolidated Financial Statements.
</TABLE>




<TABLE>
<CAPTION>

                                                  PIZZA INN, INC.
                                  CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                                  (IN THOUSANDS)




                                  ADDITIONAL    TREASURY
                                 COMMON STOCK    PAID-IN    LOANS TO    RETAINED     STOCK
                                    SHARES       AMOUNT     CAPITAL     OFFICERS    EARNINGS    AT COST    TOTAL
                                 -------------  ---------  ----------  ----------  ----------  ---------  --------
<S>                              <C>            <C>        <C>         <C>         <C>         <C>        <C>

BALANCE, JUNE 29, 1997. . . . .        12,714   $     145  $   5,968   $       -   $  11,887   $ (6,779)  $11,221

Stock options exercised . . . .           414           4      1,247           -           -          -     1,251
Tax benefits associated
    with stock options. . . . .             -           -       (179)          -           -          -      (179)
Dividends paid. . . . . . . . .             -           -          -           -      (3,052)         -    (3,052)
Acquisition of treasury stock .          (600)          -          -           -           -     (3,204)   (3,204)
Net income. . . . . . . . . . .             -           -          -           -       4,880          -     4,880
                                 -------------  ---------  ----------  ----------  ----------  ---------  --------

BALANCE, JUNE 28, 1998. . . . .        12,528   $     149  $   7,036   $       -   $  13,715   $ (9,983)  $10,917

Stock options exercised . . . .            17           -         52           -           -          -        52
Tax benefits associated
    with stock options. . . . .             -           -        233           -           -          -       233
Dividends paid. . . . . . . . .             -           -          -           -      (2,092)         -    (2,092)
Acquisition of treasury stock
     stock (see Note K) . . . .        (1,137)          -          -           -           -     (5,803)   (5,803)
Net income. . . . . . . . . . .             -           -          -           -       2,752          -     2,752
                                 -------------  ---------  ----------  ----------  ----------  ---------  --------

BALANCE, JUNE 27, 1999. . . . .        11,408   $     149  $   7,321   $       -   $  14,375   $(15,786)  $ 6,059

Stock options exercised . . . .            47           1         83           -          (1)        61       144
Loans to officers for exercise
     of stock options . . . . .           900           -          -      (2,250)     (1,296)     3,546         -
Tax benefits associated
    with stock options. . . . .             -         303          -           -           -        303
Employee incentive options. . .             -           -          1           -           -          -         1
Dividends paid. . . . . . . . .             -           -          -           -      (2,799)         -    (2,799)
Acquisition of treasury stock
     stock (see Note K) . . . .        (1,710)          -          -           -           -     (6,103)   (6,103)
Net income. . . . . . . . . . .             -           -          -           -       2,884          -     2,884
                                 -------------  ---------  ----------  ----------  ----------  ---------  --------

BALANCE, JUNE 25, 2000. . . . .        10,645   $     150  $   7,708   $  (2,250)  $  13,163   $(18,282)  $   489
                                 =============  =========  ==========  ==========  ==========  =========  ========
<FN>

                                                  See  accompanying  Notes  to  Consolidated Financial Statements.
</TABLE>




<TABLE>
<CAPTION>

                                                 PIZZA INN, INC.
                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                 (IN THOUSANDS)


                                                                     YEAR ENDED
                                                                   --------------
                                                                      JUNE 25,        JUNE 27,       JUNE 28,
                                                                        2000            1999           1998
                                                                   --------------  --------------  -------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                <C>             <C>             <C>
  Net income. . . . . . . . . . . . . . . . . . . . . . . . . . .  $       2,884   $       2,752   $      4,880
    Adjustments to reconcile net income to
      cash provided by operating activities:
      Depreciation and amortization . . . . . . . . . . . . . . .          1,210             871            902
      Provision for bad debt. . . . . . . . . . . . . . . . . . .            225             237            230
      Income from transfer of Pizza Inn stock (see Note K). . . .              -             (15)          (602)
      Deferred income taxes . . . . . . . . . . . . . . . . . . .          1,127           1,149          1,787
    Changes in assets and liabilities:
      Notes and accounts receivable . . . . . . . . . . . . . . .           (196)          1,179             25
      Inventories . . . . . . . . . . . . . . . . . . . . . . . .           (517)           (440)           271
      Accounts payable - trade. . . . . . . . . . . . . . . . . .           (390)            627            532
      Accrued expenses. . . . . . . . . . . . . . . . . . . . . .            111            (717)          (782)
      Deferred franchise revenue. . . . . . . . . . . . . . . . .           (109)              5           (388)
      Prepaid expenses and other. . . . . . . . . . . . . . . . .            233             193           (587)
                                                                   --------------  --------------  -------------
      CASH PROVIDED BY OPERATING ACTIVITIES . . . . . . . . . . .          4,578           5,841          6,268
                                                                   --------------  --------------  -------------

CASH FLOWS FROM INVESTING ACTIVITIES:

    Capital expenditures. . . . . . . . . . . . . . . . . . . . .           (754)           (640)          (362)
    Acquisition of area development territory . . . . . . . . . .              -               -           (986)
    Proceeds from sale of re-acquired area development territory.              -               -            986
    Proceeds from sales of assets . . . . . . . . . . . . . . . .              -               -             65
                                                                   --------------  --------------  -------------
      CASH USED FOR INVESTING ACTIVITIES. . . . . . . . . . . . .           (754)           (640)          (297)
                                                                   --------------  --------------  -------------

CASH FLOWS FROM FINANCING ACTIVITIES:

    Repayments of long-term bank debt and
      capital lease obligations . . . . . . . . . . . . . . . . .         (5,391)           (199)        (2,325)
    Borrowings of long-term debt. . . . . . . . . . . . . . . . .         10,300           1,000              -
    Dividends paid. . . . . . . . . . . . . . . . . . . . . . . .         (2,799)         (2,092)        (2,292)
    Proceeds from exercise of stock options . . . . . . . . . . .            144              52          1,251
    Purchases of treasury stock . . . . . . . . . . . . . . . . .         (6,103)         (5,788)        (2,602)
                                                                   --------------  --------------  -------------
      CASH USED FOR FINANCING ACTIVITIES. . . . . . . . . . . . .         (3,849)         (7,027)        (5,968)
                                                                   --------------  --------------  -------------

Net increase (decrease) in cash and cash equivalents. . . . . . .            (25)         (1,826)             3
Cash and cash equivalents, beginning of period. . . . . . . . . .            509           2,335          2,332
                                                                   --------------  --------------  -------------
Cash and cash equivalents, end of period. . . . . . . . . . . . .  $         484   $         509   $      2,335
                                                                   --------------  --------------  -------------
<FN>

                          See accompanying Notes to Consolidated Financial Statements.
</TABLE>




<TABLE>
<CAPTION>

                    SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
                                     (IN THOUSANDS)



                                                  YEAR ENDED
                                                  -----------
                                                   JUNE 25,    JUNE 27,   JUNE 28,
                                                     2000        1999       1998
                                                  -----------  ---------  ---------
<S>                                               <C>          <C>        <C>
CASH PAYMENTS FOR:
  Interest . . . . . . . . . . . . . . . . . . .  $       582  $     551  $     526
  Income taxes . . . . . . . . . . . . . . . . .           75         20        160


NONCASH FINANCING AND INVESTING
ACTIVITIES:
  Capital lease obligations incurred . . . . . .  $       158  $     992  $       -
  Stock issued to officers in exchange for loans        2,507          -          -

</TABLE>




                                 PIZZA INN, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE  A  -  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES:

DESCRIPTION  OF  BUSINESS:

Pizza Inn, Inc. (the "Company"), a Missouri corporation incorporated in 1983, is
the  successor  to  a  Texas  company of the same name which was incorporated in
1961.  The Company is the franchisor and food and supply distributor to a system
of  restaurants  operating  under  the  trade  name  "Pizza  Inn" (R)  .

On  June 25, 2000 the Pizza Inn system consisted of 492 locations, including
three  Company  operated  units  and 489 franchised units.  On June 25, 2000 the
Company  was  franchised  in 22 states and 14 foreign countries.  Domestic units
are located predominantly in the southern half of the United States, with Texas,
North  Carolina  and  Arkansas  accounting  for approximately 30%, 16%, and 10%,
respectively, of the total.  Norco Distributing Company ("Norco"), a division of
the  Company,  distributes food products, equipment, and other supplies to units
in  the  United  States  and,  to  the  extent  feasible,  in  other  countries.

PRINCIPLES  OF  CONSOLIDATION:

The  consolidated  financial  statements include the accounts of the Company and
its  wholly-owned  subsidiaries.  All  appropriate  intercompany  balances  and
transactions  have  been  eliminated.  Certain  prior  year  amounts  have  been
reclassified  to  conform  with  current  year  presentation.

CASH  AND  CASH  EQUIVALENTS:

The  Company  considers all highly liquid investments purchased with an original
maturity  of  three  months  or  less  to  be  cash  equivalents.

INVENTORIES:

Inventories,  which  consist  primarily  of  food,  paper products, supplies and
equipment  located at the Company's distribution center, are stated at the lower
of  FIFO  (first-in,  first-out) cost or market.  Provision is made for obsolete
inventories.

PROPERTY,  PLANT  AND  EQUIPMENT:

Property,  plant  and  equipment,  including  property under capital leases, are
stated  at  cost less accumulated depreciation.  Depreciation is computed on the
straight-line  method  over  the  useful  lives of the assets or, in the case of
leasehold  improvements,  over  the  term  of the lease, if shorter.  The useful
lives of the assets range from three to eight years.  It is the Company's policy
to  periodically  review  the  net realizable value when indicators exist of its
long-lived  assets  through  an  assessment  of  the estimated future cash flows
related  to  such  assets.  In  the event that assets are found to be carried at
amounts  which  are  in  excess  of  estimated gross future cash flows, then the
assets will be adjusted for impairment to a level commensurate with a discounted
cash flow analysis of the underlying assets.  The Company believes no impairment
of  long-lived  assets  exists  at  June  25,  2000.

ACCOUNTS  RECEIVABLE:

Accounts  receivable consist primarily of receivables from food and supply sales
and  franchise  royalties.  The  Company  records  a  provision  for  doubtful
receivables  to allow for any amounts which may be unrecoverable.  For the years
ended  June  25,  2000, June 27, 1999, and June 28, 1998 provisions of $225,000,
$237,000  and  $230,000  were  recorded,  respectively.

NOTES  RECEIVABLE:

Notes receivable primarily consist of notes from franchisees for the purchase of
area  development and master license territories and the refinancing of existing
trade  receivables.  These  notes  generally have terms ranging from one to five
years,  with  interest  rates of 8% to 12%.  The Company records a provision for
doubtful  receivables  to  allow  for  any  amounts  which may be unrecoverable.

INCOME  TAXES:

Income  taxes are accounted for using the asset and liability method pursuant to
Statement  of  Financial  Accounting  Standards  No. 109, "Accounting for Income
Taxes"  ("SFAS 109").  Deferred taxes are recognized for the tax consequences of
"temporary  differences"  by  applying enacted statutory tax rates applicable to
future years to differences between the financial statement and carrying amounts
and  the  tax  bases of existing assets and liabilities.  The effect on deferred
taxes  for  a  change  in  tax  rates is recognized in income in the period that
includes  the  enactment  date.  In  addition, the Company recognizes future tax
benefits  to  the  extent that realization of such benefits are more likely than
not.

SHAREHOLDERS  EQUITY:

On  June 26, 2000 the Company's Board of Directors declared a quarterly dividend
of  $.06  per  share  on  the Company's common stock, payable to shareholders of
record  on  July  7,  2000.

DISTRIBUTION  DIVISION  OPERATIONS:

The  Company's  Norco division sells food, supplies and equipment to franchisees
on  trade  accounts under terms common in the industry.  Revenue from such sales
is  recognized upon shipment.  Norco sales are reflected under the caption "food
and  supply  sales."

FRANCHISE  REVENUE:

Franchise  revenue  consists  of  income  from license fees, royalties, and area
development  and  foreign  master  license  (collectively,  "Territory")  sales.
License  fees  are  recognized  as  income  when  there  has  been  substantial
performance  of  the agreement by both the franchisee and the Company, generally
at the time the unit is opened.  Royalties are recognized as income when earned.
For the years ended June 25, 2000, June 27, 1999 and June 28, 1998, 96%, 93% and
84%,  respectively,  of  franchise revenue was comprised of recurring royalties.

Territory  sales  are the fees paid by selected experienced restaurant operators
to  the  Company  for  the  right  to  develop Pizza Inn restaurants in specific
geographical  territories.  When  the  Company  has  no  continuing  substantive
obligations  of  performance  to the area developer or master licensee regarding
the  fee,  the  Company  recognizes  the fee to the extent of cash received.  If
continuing obligations exist, fees are recognized ratably during the performance
of  those  obligations.  Territory fees recognized as income for the years ended
June  25,  2000,  June 27, 1999 and June 28, 1998 were $0, $106,000 and $666,000
respectively.

DISCLOSURE  ABOUT  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS:

The  carrying  amounts of short-term investments, accounts and notes receivable,
and  debt  approximate  fair  value.

USE  OF  MANAGEMENT  ESTIMATES:

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the reported amounts of assets and liabilities, and related revenues and
expenses  and  disclosure  of  gain  and  loss  contingencies at the date of the
financial  statements.  Actual  results  could  differ  from  those  estimates.

FISCAL  YEAR:

The  Company's  fiscal year ends on the last Sunday in June.  Fiscal years ended
June  25,  2000,  June  27,  1999  and  June  28,  1998  all contained 52 weeks.

NEW  PRONOUNCEMENTS:

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
No.  133,  "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
133")  effective  for  fiscal  years  beginning  after  June 15, 1999, which was
extended  to  June  15,  2000.  SFAS  133  establishes  accounting and reporting
standards for derivative instruments embedded in other contracts and for hedging
activities.

During  June  2000,  the  FASB issued Statement No. 138, "Accounting for Certain
Derivative  Instruments  and  Certain  Hedging  Activities"  ("SFAS  138"),  an
amendment  of  SFAS  133.  SFAS 138 is to be adopted concurrently with SFAS 133.
Management  is  currently  evaluating  the  effects  of  the  adoption  of these
statements.




NOTE  B  -  PROPERTY,  PLANT  AND  EQUIPMENT:

Property,  plant  and equipment and property under capital leases consist of the
following  (in  thousands):

<TABLE>
<CAPTION>


                                          JUNE 25,                JUNE 27,
<S>                                <C>                     <C>
                                                    2000                    1999
                                   ----------------------  ----------------------
Property, plant and equipment:
Equipment, furniture and fixtures  $               4,522   $               4,259
Leasehold improvements. . . . . .                  1,482                   1,336
                                   ----------------------  ----------------------
                                                   6,004                   5,595
Less:  accumulated depreciation .                 (4,354)                 (3,841)
                                   ----------------------  ----------------------
                                                  1,650                  1,754
                                   ======================  ======================
Property under capital leases:
Real Estate . . . . . . . . . . .  $                 118   $                 118
Equipment . . . . . . . . . . . .                  2,421                   2,393
                                   ----------------------  ----------------------
                                                   2,539                   2,511
Less:  accumulated amortization .                 (1,374)                   (924)
                                   ----------------------  ----------------------
                                                  1,165                  1,587
                                   ======================  ======================

</TABLE>





Depreciation and amortization expense was $1,210,000, $871,000, and $902,000 for
the  years  ended June 25, 2000, June 27, 1999, and June 28, 1998, respectively.

NOTE  C  -  ACCRUED  EXPENSES:

Accrued  expenses  consist  of  the  following  (in  thousands):

<TABLE>
<CAPTION>


                                         JUNE 25,               JUNE 27,
<S>                                <C>                    <C>
                                                    2000                   1999
                                   ---------------------  ---------------------
Compensation. . . . . . . . . . .  $               1,018  $                 944
Legal and other professional fees                    100                    116
Deferred franchise revenue. . . .                     71                    242
Other . . . . . . . . . . . . . .                    608                    493
                                   ---------------------  ---------------------

                                                  1,797                 1,795
                                   =====================  =====================


</TABLE>




NOTE  D  -  LONG-TERM  DEBT:

In  August 1997, the Company signed an agreement (the "Loan Agreement") with its
current  lender, Wells Fargo, to refinance its debt under a new revolving credit
facility.  The revolving credit note is collateralized by essentially all of the
Company's  assets.

In  March  2000,  the  Company  amended the agreement with its current lender to
extend the term of its existing $9.5 million revolving credit line through March
2002, to modify certain financial covenants, and to enter into a $5,000,000 term
note (described below). Amounts outstanding under the revolving credit line were
$6.3  million  and  $5.7 million at fiscal year end 2000 and 1999, respectively.

Interest  on the revolving credit line is payable monthly.  Interest is provided
for at a rate equal to prime plus an interest rate margin from -1.0% to 0.0% or,
at  the  Company's  option,  at  the  Eurodollar  rate plus 1.25% to 2.25%.  The
interest  rate  margin  is  based  on  the  Company's  performance under certain
financial  ratio tests.  As of June 25, 2000, the Company was in compliance with
all of its debt covenants.  A 0.375% to 0.5% annual commitment fee is payable on
any  unused  portion  of the revolving credit line. For the year ending June 25,
2000  and  June  27, 1999, the Company's interest rates were 7.625% and 6.1675%,
respectively  (using  a  Eurodollar  rate  basis).
The  $5,000,000 term note had an outstanding balance of $4.8 million at June 25,
2000  and  required  monthly  principal  payments  of  $104,000 with the balance
maturing  on March 31, 2004.  Interest on the term loan is also payable monthly.
Interest  is  provided for at a rate equal to prime less an interest rate margin
of  .75%,  or,  at  the  Company's option, of the Eurodollar rate plus 1.5%.  In
accordance  with  the agreement, the Company is obligated in fiscal year 2001 to
cause  at least 50% of the outstanding principal amount to be subject to a fixed
interest rate.  At June 25, 2000, the Company's interest rate was 7.625 % (using
a  Eurodollar  Rate  Basis).

The  Loan  Agreement  contains  covenants which, among other things, require the
Company  to  satisfy  certain  financial  ratios  and  restrict additional debt.

PIBCO,  Ltd.,  a wholly owned insurance subsidiary of the Company, in the normal
course  of  operations,  arranged  for  the  issuance  of a letter of credit for
$230,000  to  reinsurers  to secure loss reserves. At June 25, 2000 and June 27,
1999  this  letter  of  credit was secured under the Company's revolving line of
credit.  Loss  reserves  for approximately the same amount have been recorded by
PIBCO,  Ltd. and are reflected as current liabilities in the Company's financial
statements.

NOTE  E  -  INCOME  TAXES:

Income  tax  expense  consists  of  the  following  (in  thousands):

<TABLE>
<CAPTION>


                                          JUNE 25,               JUNE 27,               JUNE 28,
<S>                                          <C>                    <C>                    <C>
                                             2000                   1999                   1998
                            ---------------------  ---------------------  ---------------------

Federal:
  Current. . . . . . . . .  $                 378  $                 195  $                 356
  Deferred . . . . . . . .                  1,127                  1,149                  1,787
                            ---------------------  ---------------------  ---------------------
Provision for income taxes                 1,505                 1,344                 2,143
                            =====================  =====================  =====================

</TABLE>





The  effective  federal  income tax rate did not vary from the statutory rate of
34% for the year ended June 25, 2000.  However, the effective federal income tax
rate  varied from the statutory rate for the years ended June 25, 2000, June 27,
1999,  and  June  28,  1998  as  follows:

<TABLE>
<CAPTION>


                                          JUNE 25,                JUNE 27,                JUNE 28,
                                            2000                    1999                    1998
                                   ----------------------  ----------------------  ----------------------
<S>                                <C>                     <C>                     <C>
          (in thousands)

Federal income taxes based on 34%
  of book income. . . . . . . . .  $               1,492   $               1,393   $               2,388
Permanent adjustments . . . . . .                    (46)                   (290)                   (102)
Change in valuation allowance . .                   (182)                   (535)                   (638)
Expired credits . . . . . . . . .                    241                     776                     375
Other . . . . . . . . . . . . . .                      -                       -                     120
                                   ----------------------  ----------------------  ----------------------
                                                  1,505                  1,344                  2,143
                                   ======================  ======================  ======================

</TABLE>






The tax effects of temporary differences which give rise to the net deferred tax
assets  (liabilities)  consisted  of  the  following  (in  thousands):

<TABLE>
<CAPTION>


                                 JUNE 25,                JUNE 27,
                                   2000                    1999
                          ----------------------  ----------------------
<S>                       <C>                     <C>
Reserve for bad debt . .  $                 415   $                 391
Depreciable assets . . .                    631                     610
Deferred fees. . . . . .                     55                      72
Other reserves . . . . .                     94                      88
NOL carryforwards. . . .                  2,246                   3,510
Credit carryforwards . .                  1,010                   1,089
                          ----------------------  ----------------------

Gross deferred tax asset  $               4,451   $               5,760

Valuation allowance. . .                    (22)                   (204)
                          ----------------------  ----------------------

Net deferred tax asset .                 4,429                  5,556
                          ======================  ======================

</TABLE>





As  of  June  25,  2000,  the  Company  had  $6.6  million of net operating loss
carryforwards  that  expire  in  2005.  The  Company also had $22,000 of general
business  credit  carryforwards expiring in 2001, $263,000 of foreign tax credit
carryforwards  expiring  between  2003  and  2005,  and  $725,000 of minimum tax
credits  that  can be carried forward indefinitely.  The valuation allowance was
established  upon  adoption of SFAS 109, since it is more likely than not that a
portion  of  certain  of  the  general business credit carryforwards will expire
before  they  can  be  utilized.  In  fiscal  2000, $241,000 of general business
credits  expired  before  they  could  be  utilized.

Under  the  Internal  Revenue  Code,  the  utilization of net operating loss and
credit  carryforwards  could  be  limited if certain changes in ownership of the
Company's  Common  Stock were to occur.  The Company's Articles of Incorporation
contain  certain  restrictions  which are intended to reduce the likelihood that
such  changes  in  ownership  would  occur.


NOTE  F  -  LEASES:

All  of the real property occupied by the Company operated restaurants is leased
for  initial  terms  ranging from five to twenty-five years with renewal options
ranging  from  three  to  fifteen  years.  Most  of the lease agreements contain
either  provisions  requiring additional rent if sales exceed specified amounts,
or  escalation  clauses  based  on  changes  in  the  Consumer  Price  Index.

The  Company leases 20,677 square feet in Dallas, Texas for its corporate office
and  76,700  square  feet  in  Grand  Prairie, Texas for its Norco warehouse and
office  facilities.  The  leases  expire  in  2003  and 2000, respectively.  The
Company  also  leases  2,736  square  feet  in  Addison,  Texas for its training
facility  with  a  term  expiring  in  2001.

The  Company's  distribution  division currently leases a significant portion of
its  transportation  equipment  under leases with terms from five to seven years
under  operating  and  capital  leases.  Some  of the leases include fair market
value  purchase  options  at  the  end  of  the  term.

Future  minimum  rental  payments  under  non-cancelable  leases with initial or
remaining  terms  of  one  year  or  more  at  June  25, 2000 are as follows (in
thousands):

<TABLE>
<CAPTION>


                                            CAPITAL   OPERATING
<S>                                        <C>        <C>
                                           LEASES     LEASES
                                           ---------  ----------

2001. . . . . . . . . . . . . . . . . . .  $    625   $    1,259
2002. . . . . . . . . . . . . . . . . . .       632        1,145
2003. . . . . . . . . . . . . . . . . . .       107          745
2004. . . . . . . . . . . . . . . . . . .       108          345
2005. . . . . . . . . . . . . . . . . . .        12          166
Thereafter. . . . . . . . . . . . . . . .        26          161
                                           ---------       ------
                                            $ 1,510. . .$  3,821
                                                         =========
Less amount representing interest . . . .      (163)
                                           ---------
Present value of total obligations under
    capital leases. . . . . . . . . . . .     1,347
Less current portion. . . . . . . . . . .      (534)
                                           ---------
Long-term capital lease obligations . . .  $    813
                                           =========


</TABLE>




Rental  expense  consisted  of  the  following  (in  thousands):

<TABLE>
<CAPTION>


                     YEAR ENDED    YEAR ENDED    YEAR ENDED
                      JUNE 25,      JUNE 27,      JUNE 28,
                        2000          1999          1998
                    ------------  ------------  ------------
<S>                 <C>           <C>           <C>
Minimum rentals. .  $     1,438   $     1,339   $     1,193
Contingent rentals           15            13            15
Sublease rentals .          (96)          (99)          (87)
                    ------------  ------------  ------------
                    $     1,357         1,253         1,121
                    ============  ============  ============

</TABLE>






NOTE  G  -  EMPLOYEE  BENEFITS:

The  Company  has  a  tax  advantaged savings plan which is designed to meet the
requirements  of  Section 401(k) of the Internal Revenue Code (the "Code").  The
current plan is a modified continuation of a similar savings plan established by
the Company in 1985.  Employees who have completed six months of service and are
at  least  21  years  of  age are eligible to participate in the plan.  The plan
provides  that  participating  employees may elect to have between 1% and 15% of
their  compensation  deferred and contributed to the plan.  From January 1, 1993
through January 1, 1998, the Company contributed on behalf of each participating
employee  an  amount  equal to 50% of the first 3% and 25% of the next 3% of the
employee's  contribution.  From  January  1,  1998  through January 1, 1999, the
Company  contributed on behalf of each participating employee an amount equal to
100%  of  up  to 6% of the employee's contribution. From January 1, 1999 through
July  31, 2000, the Company contributed on behalf of each participating employee
an amount equal to 100% of the first 3% and 50% of the next 3% of the employee's
contribution.  Effective  August  1,  2000, the Company contributes on behalf of
each participating employee an amount equal to 50% of up to 6% of the employee's
contribution.  Separate  accounts  are  maintained with respect to contributions
made  on  behalf  of  each  participating  employee.  The plan is subject to the
provisions  of  the  Employee  Retirement  Income  Security  Act and is a profit
sharing  plan  as  defined  in  Section  401  of  the  Code.  The Company is the
administrator  of  the  plan.  Participants  may  direct  elective deferrals and
earnings  thereon and employer matching contributions and earnings thereon prior
to  January 1, 1998.  Effective January 1, 1998, employer matching contributions
and  earnings  thereon  are  invested  in  Common  Stock  of  the  Company.

For  the  years  ended  June  25,  2000, June 27, 1999, and June 28, 1998, total
matching  contributions  to  the  tax  advantaged savings plan by the Company on
behalf  of  participating  employees  were  $185,591,  $205,922,  and  $116,862,
respectively.

NOTE  H  -  STOCK  OPTIONS:

On  September  1, 1992, the Company adopted the 1992 Stock Award Plan (the "1992
Plan").  All  officers,  employees and elected outside directors are eligible to
participate.  The  Company's  1992  Plan is a combined nonqualified stock option
and  stock  appreciation  rights  arrangement.  A total of two million shares of
Pizza  Inn, Inc. Common Stock were originally authorized to be awarded under the
1992 Plan.  A total of 973,073 options were actually granted under the 1992 Plan
through  December  1993.  In  January 1994, the 1993 Stock Award Plan ("the 1993
Plan")  was approved by the Company's shareholders with a plan effective date of
October 13, 1993.  Officers and employees of the Company are eligible to receive
stock  options  under the 1993 Plan.  Options are granted at market value of the
stock  on the date of grant, are subject to various vesting periods ranging from
six  months  to  three years with exercise periods up to eight years, and may be
designated  as  incentive options (permitting the participant to defer resulting
federal  income  taxes).  Originally,  a  total  of two million shares of Common
Stock were authorized to be issued under the 1993 Plan.  In December 1996 , 1997
and  1998,  the  Company's  shareholders  approved  amendments  to the 1993 plan
increasing  by  500,000  shares, in each year, the aggregate number of shares of
common  stock  issuable  under  the  plan.

The 1993 Outside Directors Stock Award Plan (the "1993 Directors Plan") was also
adopted  by the Company effective as of October 13, 1993.  Elected Directors who
are  not employed by the Company are eligible to receive stock options under the
1993  Directors  Plan.  Options  for  common  stock equal to twice the number of
shares  of common stock acquired during the previous fiscal year are granted, up
to  20,000  shares  per  year, to each outside director.  Options are granted at
market value of the stock on the first day of the fiscal year, which is also the
date  of  grant, and various vesting periods ranging from one to four years with
exercise  periods up to nine years.  A total of 200,000 shares of Company Common
Stock  are  authorized  to  be  issued  pursuant  to  the  1993  Directors Plan.

A  summary  of stock option transactions under all of the Company's stock option
plans  and  information  about  fixed-price  stock  options  follows:


SUMMARY  OF  STOCK  OPTION  TRANSACTIONS

<TABLE>
<CAPTION>


                                           June 25, 2000                 June 27, 1999         June 28, 1998
                                          ---------------               --------------        ---------------
                                                     Weighted-                     Weighted-          Weighted
                                                      Average                       Average            Average
                                                     Exercise                      Exercise           Exercise
                                      Shares           Price           Shares       Price     Shares    Price
                                  ---------------  --------------  ---------------  ------  ----------  ------
<S>                               <C>              <C>             <C>              <C>     <C>         <C>
Outstanding at beginning of year       3,247,972   $         3.50       2,675,366   $ 3.27  3,143,639   $ 3.08

Granted. . . . . . . . . . . . .          94,000   $         3.57         655,290   $ 4.79    110,000   $ 4.85
Exercised. . . . . . . . . . . .        (947,913)  $         2.53         (17,084)  $ 2.97   (413,773)  $ 2.14
Canceled . . . . . . . . . . . .        (270,753)  $         4.38         (65,600)  $ 4.68   (164,500)  $ 3.58
                                  ---------------  --------------  ---------------  ------  ----------  ------

Outstanding at end of year . . .       2,123,306   $         3.91       3,247,972   $ 3.50  2,675,366   $ 3.27
                                  ===============  ==============  ===============  ======  ==========  ======

Exercisable at end of year . . .       1,872,616   $         3.88       2,745,448   $ 3.42  2,274,916   $ 3.15

Weighted-average fair value of
options granted during the year.                   $         0.75                   $ 1.30              $ 1.25


</TABLE>




FIXED  PRICE  STOCK  OPTIONS

The  following  table  provides  information  on options outstanding and options
exercisable  at  June  25,  2000:

<TABLE>
<CAPTION>



                                            Options Outstanding                     Options Exercisable
                                            -------------------                     --------------------
                                             Weighted-
                                              Average
                        Shares              Remaining           Weighted-          Shares          Weighted-
Range of              Outstanding          Contractual           Average        Exercisable         Average
Exercise Prices    at June 25, 2000        Life (Years)      Exercise Price   at June 25, 2000  Exercise Price
- ----------------  -------------------  --------------------  ---------------  ----------------  ---------------
<S>               <C>                  <C>                   <C>              <C>               <C>
2.25 - 3.25 . .              302,533                  1.05  $          2.63           264,833  $          2.56
3.33 - 4.25 . .            1,279,783                  3.00  $          3.77         1,177,783  $          3.78
4.38 - 5.25 . .              540,990                  4.08  $          4.96           430,000  $          4.94
                  -------------------                                         ----------------
2.25 - 5.25 . .            2,123,306                  2.99  $          3.91         1,872,616  $          3.88
                  ===================                                         ================
</TABLE>






Pro forma information regarding net income and earnings per share is required to
be  determined  as  if  the  Company had accounted for its stock options granted
subsequent to June 25, 1995 under the fair value method of SFAS 123, "Accounting
for  Stock-Based  Compensation".  The  fair  value  of options granted in fiscal
1998,  1999  and  2000  was estimated at the date of grant using a Black-Scholes
option pricing model with the following weighted average assumptions:  risk-free
interest rates ranging from 5.6% to 6.6%, expected volatility of 40.3% to 50.8%,
expected  dividend  yield  of  4.4%  to 8.9% and expected lives of 2 to 6 years.

For  purposes  of  pro  forma disclosures, the estimated fair value of the stock
options  is  amortized over the option vesting periods.  The Company's pro forma
information  follows  (in thousands, except for earnings per share information):

<TABLE>
<CAPTION>


                                      June 25, 2000                 June 27, 1999            June 28, 1998
                                      --------------               --------------            --------------
                             As Reported      Pro Forma      As Reported    Pro Forma   As Reported   Pro Forma
                            --------------  --------------  --------------  ----------  ------------  ----------
<S>                         <C>             <C>             <C>             <C>         <C>           <C>
Net income . . . . . . . .  $        2,884  $        2,872  $        2,752  $    2,291  $      4,880  $    4,460
Basic earnings per share .  $         0.25  $         0.25  $         0.24  $     0.20  $       0.38  $     0.35
Diluted earnings per share  $         0.25  $         0.25  $         0.23  $     0.19  $       0.36  $     0.33


</TABLE>





The effects of applying SFAS 123 in this pro forma disclosure are not indicative
of  future  amounts  as the pro forma amounts above do not include the impact of
additional  awards  anticipated  in  future  years.

NOTE  I  -  COMMITMENTS  AND  CONTINGENCIES:

The Company is subject to various claims and contingencies related to employment
agreements,  lawsuits,  taxes, food product purchase contracts and other matters
arising  out  of  the  normal  course of business.  Management believes that any
liabilities  arising  from  these claims and contingencies are either covered by
insurance  or  would  not have a material adverse effect on the Company's annual
results  of  operations  or  financial  condition.

On  April  30, 1998, Mid-South Pizza Development, Inc., an area developer of the
Company  ("Mid-South")  entered  into  a  promissory  note  whereby, among other
things,  Mid-South  borrowed  $1,330,000 from a third party lender (the "Loan").
The  proceeds  of  the  Loan,  less transaction costs, were used by Mid-South to
purchase area developer rights from the Company for certain counties in Kentucky
and Tennessee.  As part of the terms and conditions of the Loan, the Company was
required  to guaranty the obligations of Mid-South under the Loan.  In the event
such  guaranty  ever  required payment, the Company has personal guarantees from
certain  Mid-South  principals  and  a  security  interest  in  certain personal
property.

 NOTE  J  -  RELATED  PARTIES:

One  of  the  individuals  nominated  by the Company and elected to serve on its
Board  of Directors is a franchisee.  This franchisee currently operates a total
of  14  restaurants located in Arkansas.  Purchases by this franchisee comprised
5%  of the Company's  total food and supply sales in fiscal 2000.  Royalties and
license fees and area development sales from this franchisee comprised 3% of the
Company's  total  franchise  revenues  in fiscal 2000.  As franchised units, his
restaurants  pay  royalties to the Company and purchase a majority of their food
and supplies from the Company's distribution division.  As of June 25, 2000, his
accounts  and  note  payable  to  the  Company  were  $777,575.

The  Company  believes the above transactions were at the same prices and on the
same  terms  available  to  non-related  third  parties.

In  October  1999,  the  Company  loaned  $2,506,754  to certain officers of the
Company  in  the  form  of  promissory notes due in June 2004 to acquire 900,000
shares  of  the  Company's  common  stock  through  the exercise of vested stock
options  previously  granted  to  them  in  1995 by the Company.  The notes bear
interest  at  the  same floating interest rate the Company pays on its revolving
credit  line  with Wells Fargo and are collaterized by certain real property and
existing  Company  stock  owned  by  the officers.  The notes are reflected as a
reduction  to  stockholders'  equity.

In  July  2000,  the Company loaned $302,581 to an officer of the Company in the
form  of  a  promissory  note  due in June 2004 to acquire 200,000 shares of the
Company's  common  stock through the exercise of vested stock options previously
granted  in  1995  by the Company.  The note bears interest at the same floating
interest rate the Company pays on its revolving credit line with Wells Fargo and
is collaterized by certain real property and existing Company stock owned by the
officer.  The  note  will  be  reflected as a reduction to stockholders' equity.

NOTE  K  -  TREASURY  STOCK:

For  the  period  of  September  1995  through  June 2000, the Company purchased
4,440,939 shares of its own Common Stock from time to time on the open market at
a  total cost of $19.5 million. In May 1998, the Company acquired 102,478 shares
in  connection  with  entering into a new contract with a vendor.  This non-cash
treasury  share acquisition was recorded in other income at current market value
in  the amount of $602,000.  In April 1999, the Company received a gift of 4,945
shares from a vendor which was recorded at current market value in the amount of
$15,000. The purchases of common shares described above were funded from working
capital,  and  reduced  the  Company's  outstanding shares by approximately 29%.

In  June  1995,  the  Company  adopted  the  par  value method of accounting for
treasury  share  purchases  with  the intent to retire the shares purchased.  In
December  1999, the Company changed its method of accounting for treasury shares
purchased to the cost method because it is now the Company's intent to reissue a
portion  of  the  shares  held  in treasury.  Accordingly, retained earnings and
additional paid in capital as of June 27, 1999, June 28, 1998, and June 29, 1997
were  adjusted  by  $5,361,115  and  $431,166,  $2,975,817  and  $211,940,  and
$1,787,320  and  $131,516,  respectively.

NOTE  L  -  EARNINGS  PER  SHARE:

Effective December 28, 1997, the Company adopted SFAS 128, "Earnings Per Share",
which  establishes  standards  for  computing  and presenting earnings per share
(EPS).  Basic  EPS  excludes the effect of potentially dilutive securities while
diluted  EPS  reflects  the potential dilution that would occur if securities or
other  contracts  to issue common stock were exercised, converted or resulted in
the  issuance  of  common  stock that then shared in the earnings of the entity.

The  following table show the reconciliation of the numerator and denominator of
the  basic  EPS  calculation to the numerator and denominator of the diluted EPS
calculation  (in  thousands,  except  per  share  amounts).

<TABLE>
<CAPTION>


                                                  INCOME        SHARES      PER SHARE
<S>                                            <C>           <C>            <C>
                                                (NUMERATOR)  (DENOMINATOR)  AMOUNT
                                               ------------  -------------  ----------
YEAR ENDED JUNE 25, 2000
BASIC EPS
Income Available to Common Shareholders . . .  $      2,884         11,316  $     0.25
Effect of Dilutive Securities - Stock Options                          125
                                                                 ------------
DILUTED EPS
Income Available to Common Shareholders
& Assumed Conversions . . . . . . . . . . . .  $      2,884         11,441  $     0.25
                                               ============  =============  ==========

YEAR ENDED JUNE 27, 1999
BASIC EPS
Income Available to Common Shareholders . . .  $      2,752         11,678  $     0.24
Effect of Dilutive Securities - Stock Options                          476
                                                                 ------------
DILUTED EPS
Income Available to Common Shareholders
& Assumed Conversions . . . . . . . . . . . .  $      2,752         12,154  $     0.23
                                               ============  =============  ==========

YEAR ENDED JUNE 28, 1998
BASIC EPS
Income Available to Common Shareholders . . .  $      4,880         12,692  $     0.38
Effect of Dilutive Securities - Stock Options                          776
                                                                ------------
DILUTED EPS
Income Available to Common Shareholders
& Assumed Conversions . . . . . . . . . . . .  $      4,880         13,468  $     0.36
                                               ============  =============  ==========

</TABLE>




Options  to purchase 1,194,773 shares of common stock at exercise prices ranging
from  $3.56  to  $5.50  per share were outstanding at June 25, 2000 but were not
included  in  the computation of diluted EPS because the option's exercise price
was  greater  than  the  average  market  price of the common shares. Options to
purchase  2,002,106 shares of common stock during fiscal year 1999 were excluded
from  the  computation of EPS in 1999 because their inclusion would result in an
anti-dilutive  effect  on EPS.  No options were excluded from the calculation of
diluted  EPS  during  fiscal  year  1998.

NOTE  M  -  SEGMENT  REPORTING:

Effective  June  27,  1999, the Company adopted SFAS No. 131, "Disclosures about
Segments  of  an  Enterprise  and  Related  Information".

The  Company  has  two reportable operating segments as determined by management
using  the  "management"  approach  as  defined  in SFAS No. 131:  (1)  Food and
Equipment  Distribution,  and  (2)  Franchise  and  Other.  These segments are a
result  of  differences  in  the  nature  of  the  products  and  services sold.
Corporate  administration  costs, which include, but are not limited to, general
accounting,  human  resources,  legal  and credit and collections, are partially
allocated to the two operating segments.  Other revenue consists of nonrecurring
items.

The  Food  and  Equipment Distribution segment sells and distributes proprietary
and non-proprietary items to franchisees and to three company-owned and operated
stores.  Inter-segment  revenues  consist  of sales to the company owned stores.
Assets  for  this  segment  include  tractor/trailers,  equipment, furniture and
fixtures.

The Franchise and Other segment includes income from royalties, license fees and
area  development  and  foreign  master  license  sales.  The  Franchise segment
includes  the  three  company-owned  stores,  which  are  used  as prototype and
training  facilities.  Assets  for this segment include equipment, furniture and
fixtures  for  the  company  stores.

Corporate  administration  and  other  assets include primarily the deferred tax
asset,  cash  and  short  term  investments,  as  well as furniture and fixtures
located  at  the  corporate  office.

Summarized  in  the  following  tables  are  net  sales  and operating revenues,
depreciation  and  amortization  expense,  interest  expense,  interest  income,
operating  profit  (loss),  capital  expenditures,  and assets for the Company's
reportable segments   for the years ended June 25, 2000, June 27, 1999, and June
28,  1998:

<TABLE>
<CAPTION>


                                       JUNE 25,    JUNE 27,    JUNE 28,
                                         2000        1999        1998
                                      ----------  ----------  ----------
<S>                                   <C>         <C>         <C>
         (In thousands)
 NET SALES AND OPERATING REVENUES:
 Food and Equipment Distribution . .  $  58,030   $  58,101   $  58,491
 Franchise and Other . . . . . . . .      8,051       7,906       9,152
 Intersegment revenues . . . . . . .        828         847       1,015
                                      ----------  ----------  ----------
   Combined. . . . . . . . . . . . .     66,909      66,854      68,658
 Other revenues. . . . . . . . . . .        223         287         997
 Less intersegment revenues. . . . .       (828)       (847)     (1,015)
                                      ----------  ----------  ----------
   Consolidated revenues . . . . . .  $  66,304   $  66,294   $  68,640
                                      ==========  ==========  ==========

 DEPRECIATION AND AMORTIZATION:
 Food and Equipment Distribution . .  $     874   $     579   $     491
 Franchise and Other . . . . . . . .        120         129         272
                                      ----------  ----------  ----------
   Combined. . . . . . . . . . . . .        994         708         763
 Corporate administration and other.        216         163         139
                                      ----------  ----------  ----------
   Depreciation and amortization . .  $   1,210   $     871   $     902
                                      ==========  ==========  ==========

 INTEREST EXPENSE:
 Food and Equipment Distribution . .  $     495   $     344   $     325
 Franchise and Other . . . . . . . .          6           8           8
                                      ----------  ----------  ----------
   Combined. . . . . . . . . . . . .        501         352         333
 Corporate administration and other.        249         172         169
                                      ----------  ----------  ----------
   Interest Expense. . . . . . . . .  $     750   $     524   $     502
                                      ==========  ==========  ==========

 INTEREST INCOME:
 Food and Equipment Distribution . .  $      66   $      72   $      90
 Franchise and Other . . . . . . . .          -           -           -
                                      ----------  ----------  ----------
   Combined. . . . . . . . . . . . .         66          72          90
 Corporate administration and other.        126          11          38
                                      ----------  ----------  ----------
   Interest Income . . . . . . . . .  $     192   $      83   $     128
                                      ==========  ==========  ==========

 OPERATING PROFIT:
 Food and Equipment Distribution (1)  $   2,709   $   3,071   $   4,597
 Franchise and Other (1) . . . . . .      3,790       2,813       3,442
 Intersegment profit . . . . . . . .        225         216         266
                                      ----------  ----------  ----------
   Combined. . . . . . . . . . . . .      6,724       6,100       8,305
 Other revenue . . . . . . . . . . .        223         287         997
 Less intersegment profit. . . . . .       (225)       (216)       (266)
 Corporate administration and other.     (2,333)     (2,075)     (2,013)
                                      ----------  ----------  ----------
   Income before taxes . . . . . . .  $   4,389   $   4,096   $   7,023
                                      ==========  ==========  ==========
<FN>

 (1)           Does  not  include  full  allocation  of corporate administration
</TABLE>




<TABLE>
<CAPTION>


                                       JUNE 25,   JUNE 27,   JUNE 28,
<S>                                    <C>        <C>        <C>
                                            2000       1999       1998
                                       ---------  ---------  ---------
         (In thousands)
 CAPITAL EXPENDITURES:
 Food and Equipment Distribution. . .  $     413  $     391  $     116
 Franchise and Other. . . . . . . . .        138         66         36
                                       ---------  ---------  ---------
   Combined . . . . . . . . . . . . .        551        457        152
 Corporate administration and other .        203        183        210
                                       ---------  ---------  ---------
   Consolidated capital expenditures.  $     754  $     640  $     362
                                       =========  =========  =========

 ASSETS:
 Food and Equipment Distribution. . .  $  10,022  $  10,402  $   9,963
 Franchise and Other. . . . . . . . .      1,361        999      1,700
                                       ---------  ---------  ---------
 Combined . . . . . . . . . . . . . .     11,383     11,401     11,663
 Corporate administration and other .      6,051      7,185     10,110
                                       ---------  ---------  ---------
 Consolidated assets. . . . . . . . .  $  17,434  $  18,586  $  21,773
                                       =========  =========  =========

 GEOGRAPHIC INFORMATION (REVENUES):
 United States. . . . . . . . . . . .  $  65,047  $  64,990  $  66,692
 Foreign countries. . . . . . . . . .      1,257      1,304      1,948
                                       ---------  ---------  ---------
   Consolidated total . . . . . . . .  $  66,304  $  66,294  $  68,640
                                       =========  =========  =========

</TABLE>





NOTE  N  -  QUARTERLY  RESULTS  OF  OPERATIONS  (UNAUDITED):
The  following  summarizes the unaudited quarterly results of operations for the
fiscal  years  ended  June  25, 2000 and June 27, 1999 (in thousands, except per
share  amounts):

<TABLE>
<CAPTION>


                                                             Quarter Ended
                                                              --------------
<S>                                       <C>             <C>            <C>         <C>
                                          September 26,   December 26,   March 26,   June 25,
                                                    1999           1999        2000       2000
                                          --------------  -------------  ----------  ---------
FISCAL YEAR 2000
Revenues . . . . . . . . . . . . . . . .  $       17,394  $      16,331  $   15,967  $  16,612

Gross Profit . . . . . . . . . . . . . .           1,276          1,308       1,207      1,348

Net Income . . . . . . . . . . . . . . .             747            745         673        719

Basic earnings per share on net income .            0.07           0.06        0.06       0.07

Diluted earnings per share on net income            0.07           0.06        0.06       0.07

                                                           Quarter Ended
                                                   ----------------------------------------
  September 27,. . . . . . . . . . . . .  December 27,    March 28,      June 27,
                                                    1998           1998        1999       1999
                                          --------------  -------------  ----------  ---------
FISCAL YEAR 1999
Revenues . . . . . . . . . . . . . . . .  $       16,584  $      17,363  $   16,017  $  16,330

Gross Profit . . . . . . . . . . . . . .             793          1,162       1,313      1,352

Net Income . . . . . . . . . . . . . . .             470            705         800        777

Basic earnings per share on net income .            0.04           0.06        0.07       0.07

Diluted earnings per share on net income            0.04           0.06        0.07       0.07

</TABLE>





<TABLE>
<CAPTION>


                                                 SCHEDULE II
                                               PIZZA INN, INC.
                                CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
(In thousands)

                                                                      ADDITIONS
                                                                     ------------
                                                  BALANCE AT   CHARGED TO   CHARGED TO                      BALANCE
                                                  BEGINNING     COST AND       OTHER                         AT END
                                                  OF PERIOD      EXPENSE     ACCOUNTS    DEDUCTIONS (1)   OF  PERIOD
                                                 ------------  -----------  -----------  ---------------  -----------
<S>                                              <C>           <C>          <C>          <C>              <C>
YEAR ENDED JUNE 25, 2000
Allowance for doubtful. . . . . . . . . . . . .  $      1,032  $       225  $         -  $         (155)  $     1,102
accounts and notes receivable

YEAR ENDED JUNE 27, 1999
Allowance for doubtful. . . . . . . . . . . . .  $      1,007          237  $         -  $         (212)  $     1,032
accounts and notes receivable

YEAR ENDED JUNE 28, 1998
Allowance for doubtful. . . . . . . . . . . . .  $      1,121  $       230  $         -  $         (344)  $     1,007
accounts and notes receivable
<FN>

(1)  Write-off  of  receivables,  net  of  recoveries.
</TABLE>





ITEM  9  -  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL  DISCLOSURE

     There  are  no  events  to  report  under  this  item.


 PART  III


ITEM  10  -  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

     The  information  required  by  this  Item  is  included  in  the Company's
definitive  Proxy Statement to be filed pursuant to Regulation 14A in connection
with  the  Company's  annual meeting of shareholders to be held in December 2000
(the  "Proxy  Statement"),  and  is  incorporated  herein  by  reference.

ITEM  11  -  EXECUTIVE  COMPENSATION

     The  information  required  by this Item is included in the Proxy Statement
and  is  incorporated  herein  by  reference.

ITEM  12  -  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT

     The  information  required  by this Item is included in the Proxy Statement
and  is  incorporated  herein  by  reference.

ITEM  13  -  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

     The  information  required  by this Item is included in the Proxy Statement
and  is  incorporated  herein  by  reference.


<PAGE>
                                     PART IV

ITEM  14  -  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES  AND  REPORTS  ON  8-K


(a)     1.     The  financial statements filed as part of this report are listed
in  the  Index  to
     Financial  Statements  and  Schedules  under  Part II, Item 8 of this Form
10-K.

     2.     The  financial  statement schedules filed as part of this report are
listed  in  the  Index
     to  Financial  Statements and Schedules under Part II, Item 8 of this Form
10-K.

     3.     Exhibits:

   3.1  Restated  Articles  of  Incorporation  as filed on September 5, 1990 and
amended on February 16,1993 (filed as Exhibit 3.1 to the Company's Annual Report
on  Form 10-K for the fiscal year ended June 27, 1993 and incorporated herein by
reference).

          3.2     Amended  and  Restated  By-Laws  as  adopted  by  the Board of
Directors  on  July  11,  2000.

          4.1     Provisions  regarding  Common  Stock  in  Article  IV  of  the
Restated  Articles  of  Incorporation,  as  amended (filed as Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the fiscal year ended June 28, 1998 and
incorporated  herein  by  reference).

          4.2     Provisions  regarding  Redeemable Preferred Stock in Article V
of  the  Restated Articles of Incorporation, as amended (filed as Exhibit 3.1 to
this  Report  and  incorporated  herein  by  reference).

          10.1     Second  amended  and  Restated  Loan  Agreement  between  the
Company  and  Wells  Fargo  Bank  (Texas),  N.A.  dated March 31, 2000 (filed as
Exhibit  10.1  to  the  Company's  Quarterly  Report on Form 10-Q for the fiscal
quarter  ended  March  26,  2000  and  incorporated  herein  by  reference).

          10.2     Stock  Purchase  Agreement  between the Company and Kleinwort
Benson  Limited  dated  April  28, 1995 (filed as Exhibit 10.14 to the Company's
Quarterly  Report  on  Form 10-Q for the fiscal quarter ended March 26, 1995 and
incorporated  herein  by  reference).

          10.3     Redemption Agreement between the Company and Kleinwort Benson
Limited  dated  June  24,  1994  (filed  as Exhibit 10.4 to the Company's Annual
Report  on  Form  10-K  for the fiscal year ended June 26, 1994 and incorporated
herein  by  reference.)

          10.4     Employment  Agreement  between  the  Company  and  C. Jeffrey
Rogers  dated October 23, 1997 (filed as Exhibit 10.1 to the Company's Quarterly
Report  on  Form  10-Q  for  the  fiscal  quarter  ended  September 28, 1997 and
incorporated  herein  by  reference).*

          10.5     Employment Agreement between the Company and Ronald W. Parker
dated  October 23, 1997 (filed as Exhibit 10.2 to the Company's Quarterly Report
on  Form  10-Q  for the fiscal quarter ended September 28, 1997 and incorporated
herein  by  reference).*

          10.6     1993  Stock  Award Plan of the Company (filed as Exhibit 10.9
to  the  Company's Annual Report on Form 10-K for the fiscal year ended June 26,
1994  and  incorporated  herein  by  reference).*

          10.7     1993 Outside Directors Stock Award Plan of the Company (filed
as Exhibit 10.10 to the Company's Annual Report on Form 10-K for the fiscal year
ended  June  26,  1994  and  incorporated  herein  by  reference).*

          10.8     1992  Stock  Award Plan of the Company (filed as Exhibit 10.6
to  the  Company's Annual Report on Form 10-K for the fiscal year ended June 27,
1993  and  incorporated  herein  by  reference).*

          21.0     List of Subsidiaries of the Company (filed as Exhibit 21.0 to
the Company's Annual Report on Form 10-K for the fiscal year ended June 26, 1994
and  incorporated  herein  by  reference).


          23.0     Consent  of  Independent  Accountants.

          27.0     Financial  Data  Schedule

*     Denotes  a  management  contract or compensatory plan or arrangement filed
pursuant  to  Item  14  (c)  of  this  report.

(b)     No  reports  were  filed  on  Form  8-K during the fourth quarter of the
Company's  fiscal  year  2000.

<PAGE>
                                   SIGNATURES

Pursuant  to  the requirements of Section 13 or 15(d) of the Securities Exchange
Act  of 1934, the Company has duly caused this report to be signed on its behalf
by  the  undersigned,  thereunto  duly  authorized.

Date:   September  21,  2000     By:      /s/  Shawn  Preator
          Shawn  Preator
          Vice  President
          Controller  and  Treasurer
          (Principal  Accounting  Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has  been signed by the following persons on behalf of the Registrant and in the
capacities  and  on  the  dates  indicated.

                         Name and Position          Date


/s/Steve  A.  Ungerman     September  21,  2000
- ----------------------     --------------------
Steve  A.  Ungerman
Director  and  Chairman  of  the  Board

/s/C.  Jeffrey  Rogers     September  21,  2000
- ----------------------     --------------------
C.  Jeffrey  Rogers
Director,  Vice  Chairman
Chief  Executive  Officer
(Principal  Executive  Officer)

/s/Butler  E.  Powell     September  21,  2000
- ---------------------     --------------------
Butler  E.  Powell
Director

/s/Ramon  D.  Phillips     September  21,  2000
- ----------------------     --------------------
Ramon  D.  Phillips
Director

/s/F.  Jay  Taylor     September  21,  2000
- ------------------     --------------------
F.  Jay  Taylor
Director

/s/Bobby  L.  Clairday     September  21,  2000
- ----------------------     --------------------
Bobby  L.  Clairday
Director

/s/Ronald  W.  Parker     September  21,  2000
- ---------------------     --------------------
Ronald  W.  Parker
Director,  President  and
Chief  Operating  Officer
(Principal  Financial  Officer)





<PAGE>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>


07/11/00
                          AMENDED AND RESTATED BY-LAWS
                                       OF
                                 PIZZA INN, INC.

                           (AS AMENDED JULY 11, 2000)

                               ARTICLE I - OFFICE
                               ------------------


     The  principal  office of the Corporation shall be located in the County of
Dallas,  Texas.  The  Corporation  may  have  offices at such other places, both
within  and  without  the  State of Missouri, as the Board of Directors may from
time  to  time  designate.

                                ARTICLE II - SEAL
                                -----------------


     The  corporate  seal  shall  have  inscribed  thereon  the  name  of  the
Corporation.


                       ARTICLE III - SHAREHOLDERS' MEETING
                       -----------------------------------


     Section  1.  Place  of  Meeting.  All meetings of the shareholders shall be
     -------------------------------
held  at  such  location,  either  within  or  without the State of Missouri, as
designated,  from  time  to  time,  by  a  majority  of  the Board of Directors.


     Section  2.  Annual  Meeting.  The  annual  meeting  of  the  shareholders,
     ----------------------------
commencing  with  the  year  1992, shall be held on Wednesday of the second full
     -
calendar  week  of  December  of  each  year  at  10:00  a.m.,  or any other day
determined  by  the Board of Directors within sixty (60) calendar days before or
after  such date, when the shareholders shall conduct business as shall properly
come before the meeting.  It is expressly provided in Article IV hereof that the
Board  of Directors is divided into two classes, Class I Directors consisting of
four  (4) Directors who shall hold office for two (2) years from election at the
annual meeting of the shareholders in 1992, and Class II Directors consisting of
three  (3)  Directors  who  shall  hold  office  until  the  annual  meeting  of
shareholders in 1993.  Commencing with the annual meeting of shareholder in 1992
and  1993,  the  shareholders  shall  elect  members  to  Class  I and Class II,
respectively,  to  serve for their respective two (2) year terms and until their
successors  are  duly elected or chosen and qualify.  Vacancies occurring on the
Board  of Directors shall be filled in accordance with the provision hereinafter
set  forth  in  Section  3  of  Article  IV  hereof.


     Section  3.  Quorum.  The  holders  of  a  majority of the stock issued and
     -------------------
outstanding entitled to vote at any meeting, present in person or represented by
proxy,  shall  be requisite and shall constitute a quorum at all meetings of the
shareholders  for  the  transaction of business, except as otherwise provided by
express  provision  of  the  statutes, the Articles of Incorporation or by these
By-laws.


     Section 4.  Voting.  At each meeting of the shareholders, every shareholder
     ------------------
entitled  to  vote  at  any  meeting  shall be entitled to vote in person, or by
proxy,  appointed by an instrument in writing subscribed by such shareholder, or
by  his  duly  authorized  attorney-in-fact, and he shall have one vote for each
share of stock registered in his name at the time of the closing of the transfer
books  for  said  meeting.  The  vote  of the holders of a majority of the stock
having voting power, present in person or represented by proxy, shall decide any
question  brought  before such meeting, unless the question is one upon which by
express  provision  of  the  statutes,  the  Articles  of Incorporation or these
By-laws,  a  different  vote  is required, in which case, such express provision
shall  govern  and  control  the  decision  of  such  questions.

<PAGE>

<PAGE>
AMENDED  AND  RESTATED  BY-LAWS  OF  PIZZA  INN,  INC.
Page  2



<PAGE>
AMENDED  AND  RESTATED  BY-LAWS  OF  PIZZA  INN,  INC.
Page  3


     Section  5.  Cumulative  Voting.  In  all  elections  for  Directors, every
     -------------------------------
holder of voting shares shall have the right to vote, in person, or by proxy, or
by  his  duly authorized attorney-in-fact, the number of shares owned by him for
as many persons as there are Directors to be elected, or to cumulate said voting
shares,  and  give  one  candidate  as  many  votes  as the number of Directors,
multiplied by the number of his voting shares, shall equal or to distribute them
on  the  same  principle  among  any  number  of candidates as he shall see fit.


     Section  6.  Notice  of  Meeting.  Notice  of any special or annual meeting
     --------------------------------
shall  be  served  personally  on  each  shareholder  or shall be mailed to each
shareholder  at such address as appears on the stock book of the Corporation not
less  than  ten  (10)  days  nor  more than sixty (60) days before such meeting.
Service  or mailing of such notice shall be made by the Secretary.  In addition,
such  published  notice  shall  be  given as required by law.  The notice of any
special  meeting  shall  state  the purpose or purposes of the proposed meeting.


     Section 7.  Special Meetings.  Special meetings of the shareholders for any
     ----------------------------
purpose or purposes may be called by the Chief Executive Officer or by the Board
of  Directors,  or  by  the  Secretary at the request in writing by shareholders
owning  at  least  one-third  (1/3) in amount of the entire capital stock of the
Corporation  issued  and  outstanding.


     Section  8.  Waiver  of  Notice.  Any  shareholder  may waive notice of any
     -------------------------------
meeting  of  the  shareholders,  by  a  writing  signed  by  him, or by his duly
authorized attorney-in-fact, either before or after the time of such meeting.  A
copy  of  such waiver shall be entered in the minutes, and shall be deemed to be
the  notice  required  by  law  or by these By-laws.  Any shareholder present in
person,  represented  by  proxy  or  represented  by  his  duly  authorized
attorney-in-fact,  at  any  meeting of the shareholders, shall be deemed to have
thereby  waived  notice  of  such  meeting, except where a shareholder attends a
meeting  for the express purpose of objecting to the transaction of any business
because  the  meeting  is  not  lawfully  called  or  convened.


     Section  9.  Informal  Action  by  Shareholders.  Whenever  the  vote  of
     -----------------------------------------------
shareholders  at  a  meeting  thereof  is  required  or permitted to be taken in
     ---
connection  with  any  corporate  action  by any provisions of the statutes, the
     -
Articles  of Incorporation or these By-laws, the meeting, any notice thereof and
vote  of  shareholders thereat may be dispensed with if all the shareholders who
would  have  been  entitled  to vote upon the action, if such meeting were held,
shall  consent  in  writing to such corporate action being taken.  Such consents
shall  have the same force and effect as a unanimous vote of the shareholders at
a  meeting  duly held, and may be stated as such  in any certificate or document
filed  under the statutes of Missouri.  Such written consent shall be filed with
the  minutes  of  shareholders'  meetings.


     Section  10.  Shareholders  Entitled  to  Vote.  The Board of Directors may
     ----------------------------------------------
prescribe  a  period  not  exceeding sixty (60) days prior to any meeting of the
shareholders  during  which no transfer of stock on the books of the Corporation
may be made.  The Board of Directors may fix a day not more than sixty (60) days
prior  to  the holding of any meeting of the shareholders as the day as of which
shareholders  are  entitled  to  notice  of  and  to  vote  at  such  meeting.


     Section  11.  Organization.  The Chairman of the Board, and in his absence,
     --------------------------
the  Chief  Executive  Officer,  and  in  his absence, the President, and in the
absence of the Chairman of the Board, the Chief Executive Officer, the President
and  all  the  Vice  Presidents,  a  chairman pro tem chosen by the shareholders
present, shall preside at such meeting of shareholders and shall act as chairman
thereof.  The Secretary, and in his absence the Assistant Secretary, a Secretary
pro  tem  chosen  by  the  shareholders  present,  shall act as secretary of all
meetings  of  the  shareholders.


     Section  12.  Adjournment.  If at any meeting of the shareholders, a quorum
     -------------------------
shall  fail to attend at the time and place for which the meeting was called, or
if the business of such meeting shall not be completed, the shareholders present
in  person,  represented  by  proxy may, by a majority vote, adjourn the meeting
from  day  to day or from time to time, not exceeding ninety (90) days from such
adjournment  without  further notice until a quorum shall attend or the business
thereof  shall be completed.  At any such adjourned meeting, any business may be
transacted which might have been transacted at the meeting as originally called.

<PAGE>
AMENDED  AND  RESTATED  BY-LAWS  OF  PIZZA  INN,  INC.
Page  11




ARTICLE  IV  -  DIRECTORS
- -------------------------


     Section  1.  Number  and  Election.  The  number  of  Directors  of  the
     ----------------------------------
Corporation  to  constitute  the  Board  of  Directors shall be seven (7).  Each
     -----
Director  shall hold office until such Director's successor has been elected and
has  qualified,  or  until  such Director's death, retirement, disqualification,
resignation  or  removal.


     Section  2.  Classes,  Election  and Term.  The Board of Directors shall be
     -----------------------------------------
and  is  divided into two (2) classes, designated Class I and Class II.  Class I
Directors  shall consist of four (4) Directors who shall hold for office two (2)
years from election at the annual meeting of the shareholders in 1992, and Class
II  shall  consist of three (3) Directors who shall hold office until the annual
meeting  of  shareholders  in  1993.  Commencing  with  the  annual  meeting  of
shareholders  in  1992 and 1993, the shareholders shall elect members to Class I
and Class II, respectively, to serve for their respective two (2) year terms and
until  their  successors  are  duly  elected  or chosen and qualified. Vacancies
occurring  on  the  Board  of  Directors  shall be filled in accordance with the
provision  hereinafter  set  forth  in  Section  3  of  Article  IV  hereof.


     Section  3.  Vacancies.  Any vacancy on the Board of Directors arising from
     ----------------------
the  death, resignation, retirement, disqualification, or removal from office of
one  or  more  Directors,  may be filled by a majority of the Board of Directors
then  in  office,  although less than a quorum, or by a sole remaining Director.
Any  Director  elected  to  fill a vacancy shall have the same remaining term as
that  of  his  or  her  predecessor.


     Section  4.  Powers of the Board.  The business of the Corporation shall be
     --------------------------------
managed  by  its  Board  of Directors, which may exercise all such powers of the
Corporation, and do all such lawful acts and things as are not by statute, or by
the  Articles  of Incorporation, or by these By-laws, directed or required to be
exercised  or  done  by  the  shareholders.


     Section  5.  Removal  of Directors.  Except as otherwise expressly provided
     ----------------------------------
in  the  Articles  of  Incorporation, the shareholders shall have the power by a
vote  of the holders of a majority of the seventy-five percent (75%) shares then
entitled to vote at an election of Directors at any meeting expressly called for
that  purpose,  to  remove any Director from office with or without cause.  Such
meeting  shall  be held at the registered office or principal business office of
the  Corporation  in  the  State  of  Texas  or at such other location within or
without  the States of Missouri or Texas, as directed, from time to time, by the
Board  of  Directors.  If less than the entire Board is to be removed, no one of
the  Directors  may  be  removed  if the votes cast against his removal would be
sufficient to elect him, if then cumulatively voted at an election of the entire
Board  of  Directors.


     ARTICLE  V  -  MEETINGS  OF  THE  BOARD
     ---------------------------------------


     Section  1.  Place  of Meetings.  Meetings of the Board of Directors of the
     -------------------------------
Corporation, both regular and special, may be held at any place either within or
without  the  State  of  Missouri.  Members  of the Board of Directors or of any
committee  designated  by the Board of Directors may participate in a meeting of
the  Board  or  committee  by  means  of  conference  telephone  or  similar
communications  equipment,  whereby all persons participating in the meeting can
hear  each other, and participation in a meeting in this manner shall constitute
presence  in  person  at  the  meeting.
Section 2.  Regular Meetings.  Regular meetings of the Board of Directors may be
- ----------------------------
held  at  such  time  and  place as shall from time to time be determined by the
Board.


     Section  3.  Notice  of  Regular  Meetings.  After  the  time  and place of
     ------------------------------------------
regular  meetings  shall have been determined, no notice of any regular meetings
     -
need  be  given.  Notice  of  any  change  in  the  place of holding any regular
meeting,  or  any  adjournment  of  a  regular  meeting, shall be given by mail,
telegram, or telephone not less than forty-eight (48) hours before such meeting,
to  all  Directors  who  were  absent  at  the  time  such  action  was  taken.


     Section  4.  Special  Meetings.  Special  meetings  of  the  Board, for any
     ------------------------------
purpose, may be called by the Chairman of the Board on three (3) days' notice to
each Director, either personally, by mail or by telegram.  Upon like notice, the
Secretary  of  the  Corporation,  upon  the written request of a majority of the
Directors,  shall call a special meeting of the Board.  Such request shall state
the  purpose  or  purposes  of  the  proposed  meeting.  The officer calling the
special  meeting  may  designate  the  place  for  holding  same.


     Section  5.  Quorum.  At  all  meetings  of  the  Board,  a majority of the
     -------------------
Directors  entitled  to  vote  shall  constitute a quorum for the transaction of
     -
business,  and  the  act  of  a  majority  of the Directors so entitled to vote,
present at any meeting at which there is a quorum, shall be the act of the Board
of  Directors,  except  where  otherwise provided by statute, by the Articles of
Incorporation  or  by  these  By-laws.  If  a quorum shall not be present at any
meeting  of  the  Board  of  Directors,  the  Directors entitled to vote present
thereat  may  adjourn  the meeting, from time to time, without notice other than
announcement,  at the meeting that the meeting is adjourned until a quorum shall
be  present.


     Section 6.  Waiver of Notice.  Any Director may waive notice of any meeting
     ----------------------------
of the Board by a writing signed by him, either before or after the time of such
meeting.  A  copy  of  such  waiver shall be entered in the minutes and shall be
deemed  to  be the notice required by statute or by these By-laws.  Any Director
present in person, or by means of conference telephone or similar communications
equipment,  at  any meeting of the Board, shall be deemed to have thereby waived
notice  of  such  meeting,  except  where  a  Director attends a meeting for the
express  purpose  of  objecting  to  the transaction of any business because the
meeting  is  not  lawfully  called  or  convened.


     Section 7.  Informal Meetings.  Whenever the vote of Directors at a meeting
     -----------------------------
thereof  is  required  or permitted to be taken in connection with any corporate
action  by  any  provisions of the statutes or of the Articles of Incorporation,
the meeting, any notice thereof, and vote of Directors thereat, may be dispensed
with  if all the Directors who would have been entitled to vote upon the action,
if  such  meeting  were  held, shall consent in writing to such corporate action
being  taken. Such written consent shall be filed with the minutes of the Board.


     Section  8.  Organization.  The  Chairman of the Board, and in his absence,
     -------------------------
the  Chief  Executive  Officer,  and  in  his absence, the President, and in the
absence of the Chairman of the Board, the Chief Executive Officer, the President
and all the Vice Presidents, a chairman pro tem chosen by the Directors present,
shall  preside  at  each  meeting  of  the  Directors  and shall act as Chairman
thereof.  The Secretary, and in his absence, the Assistant Secretary, and in his
absence  a  secretary  pro  tem  chosen  by  the Directors present, shall act as
Secretary  of  all  meetings  of  the  Directors.


     Section  9.  Minutes and Statements.  The Board of Directors shall cause to
     -----------------------------------
be  kept a complete record of their meetings and acts, and of the proceedings of
the  shareholders.


<PAGE>
     ARTICLE  VI  -  OFFICERS
     ------------------------

     Section 1.  Officers.  The officers of this Corporation shall be a Chairman
     --------------------
of  the  Board,  any number of Vice Chairmen (who may be specifically designated
with  a descriptive title), a President, one or more Vice Presidents (any one of
whom may be specifically designated or Senior Vice President, or some particular
phrase descriptive of a portion of the Corporation's business), a Secretary, one
or  more  assistant Secretaries, and a Treasurer, all of whom shall be chosen by
the  Board  of  Directors.  Any  person may hold two or more offices, except the
offices  of  President  and  Secretary.


     Section  2.  Subordinate  Officers  and Employees.   The Board of Directors
     -------------------------------------------------
may  appoint such other officers and agents, as it may deem necessary, who shall
hold  their  offices  for such terms, and shall exercise such powers and perform
such  duties,  as  shall  be  determined  from  time  to  time  by  the  Board.


     Section 3.  Compensation.  The Board of Directors shall, from time to time,
     ------------------------
in  its  discretion,  fix  or  alter  the  compensation of any officer or agent.


     Section  4.  Tenure of Office and Removal.  The officers of the Corporation
     -----------------------------------------
shall  hold  office until their successors are chosen and qualify.  Any officer,
elected or appointed by the Board of Directors may be removed at any time by the
affirmative vote of the Board of Directors.  Any vacancy occurring in any office
of  the  Corporation  shall  be  filled  by  the  Board  of  Directors.


     Section 5.  Chairman of the Board.  The Chairman of the Board shall preside
     ---------------------------------
at  all  meetings  of the shareholders and the Directors.  He shall perform such
other duties and have such other powers as the Board of Directors may, from time
to  time,  prescribe.


     Section  6.  Vice  Chairman.  The  Vice  Chairman, if any, in such order as
     ---------------------------
designated by the Board of Directors, shall, in the absence or disability of the
Chairman,  perform  the duties and exercise the powers of the Chairman and shall
perform  such  other duties and have such other powers as the Board of Directors
or  the  Chairman  may,  from  time  to  time,  prescribe.



<PAGE>
     Section  7.  Chief Executive Officer.  The Chief Executive Officer shall be
     ------------------------------------
the  ranking  chief  executive  officer  of  the  Company,  shall  have  general
supervision  of  the  affairs  of  the Company and general control of all of its
business  and shall see that all orders and resolutions of the Board are carried
into  effect.  The Chief Executive Officer may delegate all or any of his powers
or  duties  to the president, if and to the extent deemed by the Chief Executive
Officer  to  be  desirable  or  appropriate.

     Section  8.  President.  The President shall be the chief operating officer
     ----------------------
of  the  Company  and  shall,  subject to the supervision of the Chief Executive
Officer  and  the  Board,  have general management and control of the day-to-day
business  operations of the Company.  The President shall put into operation the
business  policies  of  the Company as determined by the Chief Executive Officer
and  the  Board  and  as communicated to him by such officer and bodies.  In the
absence  of  the  Chief  Executive  Officer  or in the event of his inability or
refusal  to  act, the President shall perform the duties and exercise the powers
of  the  Chairman  of  the  Board.

     Section  9.  Vice Presidents.  The Vice Presidents, in the order designated
     ----------------------------
by the Board of Directors, shall, in the absence or disability of the President,
perform  the  duties  and exercise the powers of the President and shall perform
such  other  duties  and have such other powers as the Board of Directors or the
President  may,  from  time  to  time,  prescribe.


     Section  10.  Secretary.  The  Secretary  shall  attend all meetings of the
     -----------------------
shareholders  of the Corporation and of the Board of Directors, and shall record
all  of  the proceedings of such meetings in minute books kept for that purpose.
He  shall  keep  in  safe  custody the corporate seal of the Corporation, and is
authorized  to  affix  the  same  to all instruments requiring the Corporation's
seal.  He  shall have charge of the corporate records, and, except to the extent
authority  may  be conferred upon any transfer agent or registrar duly appointed
by  the  Board of Directors, he shall maintain the Corporation's books and stock
ledgers, and such other books, records and papers as the Board of Directors may,
from  time  to  time, entrust to him.  He shall give or cause to be given proper
notice of all meetings of shareholders and Directors, as required by law and the
By-laws,  and  shall,  with  the  President, or a Vice President, sign the stock
certificates  of  the  Corporation,  and shall perform such other duties as may,
from  time  to  time,  be prescribed by the Board of Directors or the President.


     Section  11.  Assistant  Secretary.  Each  Assistant Secretary shall assist
     ----------------------------------
the Secretary in the performance of his duties, and may at any time, perform any
of  the  duties of the Secretary; in case of the death, resignation, absence, or
disability  of  the Secretary, the duties of the Secretary shall be performed by
an  Assistant  Secretary,  and  each  Assistant  Secretary shall have such other
powers  and  perform such other duties as, from time to time, may be assigned to
him  by  the  Board  of  Directors.


     Section  12.  Treasurer.  The  Treasurer  shall  have  the  custody  of the
     -----------------------
corporate  funds  and  securities,  and shall keep full and accurate accounts of
     -
receipts  and  disbursements  in  books  belonging to the Corporation, and shall
deposit  all  monies and other valuable effects in the name and to the credit of
the  Corporation,  in  such  depositories  as  may be designated by the Board of
Directors.  He  shall  deposit the funds of the Corporation in such depositories
as  may be designated by the Board of Directors.  He shall disburse the funds of
the Corporation, as may be ordered by the Board, taking proper vouchers for such
disbursements,  and  shall  render to the President and Directors at the regular
meetings  of  the  Board, or whenever they may require it, an account of all his
transactions  as  Treasurer,  and of the financial condition of the Corporation.


     ARTICLE  VII  -  RESIGNATIONS
     -----------------------------


     Any Director or officer may resign his office at any time, such resignation
to  be  made  in  writing and to take effect from the time of its receipt by the
Corporation,  unless  some  time be fixed in the resignation, and then from that
time.  The  acceptance  of  a  resignation  shall  not  be  required  to make it
effective.



<PAGE>
               ARTICLE VIII - CERTIFICATES OF STOCK AND TRANSFERS
               --------------------------------------------------


     Section  1.  Form  and  Execution of Certificates.  Each shareholder of the
     -------------------------------------------------
Corporation,  whose stock has been paid for in full, shall be entitled to have a
certificate  or  certificates  certifying  the  number of shares of stock of the
Corporation  owned  by  him.  The  certificates  of  stock shall be numbered and
registered  as  they  are  issued.  They shall exhibit the holder's name and the
number  of  shares,  and shall be signed by the Chairman of the Board, the Chief
Executive Officer, the President or the Vice President, and the Secretary or the
Assistant  Secretary,  and  have  affixed  to  them the seal of the Corporation.


     Section  2.  Restricted  Stock.  The  Corporation shall, at all times, have
     ------------------------------
the  authority  and  discretion to place a restrictive legend on those shares of
stock  which  may  not be transferred pursuant to the various federal, state and
local  securities  laws,  rules  and  regulations.


     Section  3.  Transfer  of  Stock.  Shares  of  nonrestricted  stock  may be
     --------------------------------
transferred  by  endorsement  thereon  of  the  signature of the proprietor, his
     -
agent,  attorney or legal representative, and such guaranties as may be required
by  the  Transfer  Agent and Registrar, and the delivery of the certificate; but
such  transfer  shall  not be valid against the Corporation until the same is so
entered  on  the books of the Corporation and the old certificate is surrendered
for  cancellation.


     Section  4.  Registered Shareholders.  The Corporation shall be entitled to
     ------------------------------------
treat  the registered holder of any share or shares of stock, whose name appears
on  its books as the owner or holder thereof, as the absolute owner of all legal
and equitable interest therein, for all purposes and (except as may be otherwise
provided by law) shall not be bound to recognize any equitable or other claim to
or  interest in such shares of stock on the part of any other person, regardless
of  whether  or  not  it  shall  have  actual or implied notice of such claim or
interest.


     Section 5. Closing of Stock Transfer Books - Fixing Record Date.  The Board
     ---------------------------------------------------------------
of  Directors  shall  have  power  to  close  the  stock  transfer  books of the
Corporation for a period not exceeding sixty (60) days preceding the date of any
meeting  of  shareholders,  or the date for payment of any dividend, or the date
for  the  allotment  of  rights,  or  the  date  when any change, conversion, or
exchange  of capital stock shall go into effect; provided, however, that in lieu
of  closing  the  stock  transfer books as aforesaid, the Board of Directors may
fix,  in advance, a date not exceeding sixty (60) days preceding the date of any
meeting of shareholders, or the date of the payment of any dividend, or the date
for  the  allotment  of  rights,  or  the  date  when any change, conversion, or
exchange  of  capital  stock  shall  go  into  effect,  as a record date for the
determination of the shareholders entitled to notice of, and to vote at any such
meeting  and any adjournment thereof, or entitled to receive payment of any such
dividend,  or  to  any  such  allotment  of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, and in such
case  such  shareholders,  and  only  such  shareholders who are shareholders of
record on the date so fixed, shall be entitled to notice of, and to vote at such
meeting  and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, as the case may
be,  notwithstanding  any  transfer of any stock on the books of the Corporation
after  any  such record date fixed as aforesaid.  If the Board of Directors does
not  close  the transfer books or set a record date for the determination of the
shareholders  entitled  to notice of, and to vote at, a meeting of shareholders,
only the shareholders who are shareholders of record at the close of business on
the  twentieth day preceding the date of the meeting shall be entitled to notice
of,  and  to  vote  at,  the meeting, and any adjournment of the meeting, except
that,  if  prior  to  the  meeting  written waivers of notice of the meeting are
signed  and delivered to the Corporation by all of the shareholders of record at
the  time the meeting is convened, only the shareholders who are shareholders of
record  at  the  time  the  meeting is convened shall be entitled to vote at the
meeting,  and  any  adjournment  of  the  meeting.


<PAGE>
     Section  6.  Lost  Certificates.  The  Board  of Directors may direct a new
     -------------------------------
certificate  or  certificates  to  be  issued  in  place  of  any certificate or
certificates  theretofore issued by the Corporation alleged to have been lost or
destroyed,  upon  the making of an affidavit of that fact by the person claiming
the  certificate  of  stock  to be lost or destroyed and the Board may adopt and
approve  a Comprehensive Bond offered by the Transfer Agent and Registrar.  When
authorizing  such  issue  of  a  new  certificate  or certificates, the Board of
Directors  or  the Transfer Agent and Registrant may, in its discretion and as a
condition  precedent  to the issuance thereof, require the owner of such lost or
destroyed  certificate or certificates or his legal representative, to advertise
the  same  in  such manner as it shall require, and/or to give the Corporation a
bond  in  such  sum  as it may direct as indemnity against any claim that may be
made  against  the  Corporation  with respect to the certificate alleged to have
been  lost  or  destroyed.


                     ARTICLE IX - DEALINGS WITH COMPANIES IN
                     ---------------------------------------
                      WHICH DIRECTORS MAY HAVE AN INTEREST
                      ------------------------------------


     Inasmuch  as  the  Directors  of  this Corporation are or may be persons of
diversified  business  interests,  and  are  likely  to  be connected with other
corporations  with  which  from  time to time this Corporation may have business
dealings,  no  contract  or  other  transaction between this Corporation and any
other  corporation  shall  be  affected  by  the  fact  that  Directors  of this
Corporation  are  interested  in,  or  are  directors  or officers of such other
corporation.

                      ARTICLE X - MISCELLANEOUS PROVISIONS
                      ------------------------------------


     Section  1.  Fiscal  Year.  The  fiscal  year  of  the Corporation shall be
     -------------------------
determined  by  the  Board  of  Directors.


     Section  2.  Inspection of Books.  The Directors shall determine, from time
     --------------------------------
to  time,  whether,  and  if  allowed,  when  and  under  what  conditions  and
regulations,  the  accounts  and books of the Corporation (except such as may by
statute  be  specifically  open  to inspection) or any of them, shall be open to
inspection  of  the shareholders, and shareholders' rights, in this respect, are
and  shall  be  restricted  and  limited  accordingly.


     Section  3.  Checks  and Notes.  All checks and drafts on the Corporation's
     ------------------------------
bank  accounts,  and  all  bills  of  exchange  and  promissory  notes,  and all
acceptances,  obligations  and other instruments for the payment of money, shall
be signed by such officer or officers, or agent or agents, as shall be thereunto
duly  authorized,  from  time to time, by the Board of Directors; provided, that
checks  drawn  on  the Corporation's payroll, dividend and special accounts, may
bear  the  facsimile signatures, affixed thereto by a mechanical devise, of such
officers  or  agents  as  the  Board  of  Directors  may  authorize.


     Section  4.  Dividends.  The  Board  of  Directors  shall  declare  such
     ----------------------
dividends,  as  they  in their discretion see fit, whenever the condition of the
     ----
Corporation,  in  their  opinion, shall warrant the same.  The Board may declare
dividends  in  cash,  in  property  or  in  capital  stock.



<PAGE>
     Section  5.  Notices.  Whenever,  under  the  provisions  of these By-laws,
     --------------------
notice is required to be given to any Director, officer or shareholder, it shall
not  be  construed  to  mean  personal  notice,  but such notice may be given in
writing  by  depositing  the same in the post office or letter box, in a postage
paid  sealed  wrapper addressed to such shareholder, officer or Director at such
address  as  appears on the records of the Corporation, and such notice shall be
deemed  to  be  given  at  the  time  when  the  same  shall  be  thus  mailed.


     Section  6.  Plan  of  Reorganization.  The  term  "Plan of Reorganization"
     -------------------------------------
shall  mean  the  Debtors' Second Amended Joint Plan of Reorganization, together
with  any  modifications  thereto  as  may  be  filed  by  the  debtors  and
debtors-in-possession,  in  the  United States Bankruptcy Court for the Northern
District  of  Texas, Dallas Division, in the following Chapter 11 reorganization
cases:  In  Re:  Pizza  Inn,  Inc.  f/k/a  PZ  Acquico,  Inc.,  Debtor, Case No.
389-35942-HCA-11;  In  Re:  Memphis  Pizza  Inns,  Inc.,  Debtor,  Case  No.
389-35944-HCA-11;  and  In  Re:  Pantera's  Corporation,  Debtor,  Case  No.
389-35943-HCA-11,  as  approved  by  the  Bankruptcy  Court.


             ARTICLE XI - INDEMNIFICATION OF OFFICERS AND DIRECTORS
             ------------------------------------------------------
                   AGAINST LIABILITIES AND EXPENSE IN ACTIONS
                   ------------------------------------------


     1.     Indemnification  with  Respect  to  Third  Party  Actions.  The
            ---------------------------------------------------------
Corporation  shall  indemnify any person who was or is a party, or is threatened
to  be  made  a  party  to  any threatened, pending or completed action, suit or
proceedings,  whether  civil,  criminal,  administrative or investigative (other
than  an  action  by  or in the right of this Corporation) by reason of the fact
that he is or was a director, officer, employee or agent of this Corporation, or
is  or  was  serving  at the request of this Corporation as a director, officer,
employee,  partner,  trustee or agent of another corporation, partnership, joint
venture,  trust  or  other  enterprise,  against  expenses (including attorneys'
fees),  judgments,  fines,  taxes  and  amounts paid in settlement, actually and
reasonably  incurred  by him in connection with such action, suit or proceeding,
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed  to  the  best  interests  of this Corporation, and, with respect to any
criminal  action  or  proceeding, had no reasonable cause to believe his conduct
was  unlawful.  The  termination  of any action, suit or proceeding by judgment,
order,  settlement,  conviction,  or  upon  a  plea  of  nolo  contendere or its
                                                         ----------------
equivalent,  shall  not, of itself, create a presumption that the person did not
act  in  good faith and in a manner which he reasonably believed to be in or not
opposed  to  the  best  interests  of this Corporation, and, with respect to any
criminal  action or proceeding, that he had reasonable cause to believe that his
conduct  was  unlawful.



<PAGE>
     2.     Indemnification  with  Respect  to Actions by or in the Right of the
            --------------------------------------------------------------------
Corporation.  This Corporation shall indemnify any person who was or is a party,
  ---------
or  is  threatened  to  be  made a party to any threatened, pending or completed
action, suit by or in the right of this Corporation to procure a judgment in its
favor  by  reason of the fact that he is or was a director, officer, employee or
agent  of  this  Corporation,  or  is  or  was  serving  at  the request of this
Corporation  as  a  director,  officer,  employee,  partner, trustee or agent of
another  corporation,  partnership,  joint  venture,  trust  or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him  in  connection with the defense or settlement of such action or suit, if he
acted  in  good  faith  and  in  a manner he reasonably believed to be in or not
opposed  to  the  best  interests  of  this  Corporation,  except  that  no
indemnification  shall  be made in respect of any claim, issue or matter if such
person shall have been adjudged to be liable for negligence or misconduct in the
performance  of  his duty to the Corporation, unless and only to the extent that
the  court  in  which  such  action  or  suit  was brought, shall determine upon
application  that, despite the adjudication of liability, but in view of all the
circumstances  of  the  case,  such  person is fairly and reasonably entitled to
indemnity  for  such  expenses  which  the  court  shall  deem  proper.  Any
indemnification  under this Article XI (unless ordered by a court) shall be made
by  this  Corporation  only  as  authorized  in  the  specific  instance  upon a
determination  that indemnification of the director, officer, employee, partner,
trustee  or  agent  is  proper  in  the  circumstances  because  he  has met the
applicable standard of conduct set forth in this Article XI.  Such determination
shall  be  made  (1)  by  the  Board of Directors by a majority vote of a quorum
consisting of Directors who were not parties to such action, suit or proceeding,
or  (2)  if  such  quorum is not obtainable, or, even if obtainable, a quorum of
disinterested  Directors  so  directs, by independent legal counsel in a written
opinion,  or  (3)  by the shareholders.  To the extent that a director, officer,
employee  or  agent  of  the  Corporation  has  been successful on the merits or
otherwise  in  defense  of  any  action, suit, or proceeding referred to in this
Article  XI,  or  in  defense of any claim, issue or matter therein, he shall be
indemnified  against  expenses  (including  attorneys'  fees),  actually  and
reasonably  incurred by him, in connection with the action, suit, or proceeding.


     3.     Payment  of  Expenses in Advance of Disposition of Action.  Expenses
            ---------------------------------------------------------
incurred  in  defending any actual or threatened civil or criminal action, suit,
or  proceeding  may  be  paid  by  this  Corporation  in  advance  of  the final
disposition  of  such action, suit, or proceeding, as authorized by the Board of
Directors  in  the  specific  instance  upon  receipt of an undertaking by or on
behalf  of  the  director, officer, employee, partner, trustee or agent to repay
such  amount, unless it shall be ultimately determined that he is entitled to be
indemnified  by  the  Corporation  as  authorized  in  this  Article  XI.


     4.     Indemnification  Provided  in  this  Article  Non-Exclusive.  The
            -----------------------------------------------------------
indemnification provided in this Article XI shall not be deemed exclusive of any
other  rights  to  which those seeking indemnification may be entitled under any
By-law, agreement, vote of shareholders or disinterested Directors or otherwise,
both  as to action in his official capacity while holding such office, and shall
continue  as  to  a  person  who has ceased to be a director, officer, employee,
partner, trustee or agent and shall inure to the benefit of the heirs, executors
and  administrator  of  such  a  person.


     5.     Definition  of  "Corporation".  For the purposes of this Article XI,
            -----------------------------
references  to  this "Corporation" include all constituent corporations absorbed
in  a consolidation or merger, as well as the resulting or surviving corporation
so that any person who is or was a director, officer, employee, partner, trustee
or  agent  of  such  a constituent corporation as a director, officer, employee,
partner, trustee or agent of another enterprise shall stand in the same position
under  the  provision of this Article XI with respect to the resulting surviving
corporation  in  the  same  capacity.


     6.     Saving  Clause.  In the event any provision of this Article XI shall
            --------------
be  held  invalid by any court of competent jurisdiction, such holding shall not
invalidate  any  other provisions of this Article XI and any other provisions of
this  Article  XI  shall be construed as if such invalid provisions had not been
contained  in  this  Article  XI.


     ARTICLE  XII  -  AMENDMENTS
     ---------------------------


     Subject  to  any  and all restrictions imposed, or prohibitions provided by
the  General  and  Business  Corporation  Law  of Missouri, these By-laws may be
altered,  amended,  suspended,  or repealed and new By-laws may be adopted, from
time  to  time,  by  a  majority  vote  of  the  Board  of  Directors.













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