<SEC-DOCUMENT>0000718332-01-500015.txt : 20011026
<SEC-HEADER>0000718332-01-500015.hdr.sgml : 20011026
ACCESSION NUMBER:		0000718332-01-500015
CONFORMED SUBMISSION TYPE:	DEF 14A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20011219
FILED AS OF DATE:		20011022

FILER:

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

	FILING VALUES:
		FORM TYPE:		DEF 14A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-12919
		FILM NUMBER:		1763571

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

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

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CONCEPT DEVELOPMENT INC
		DATE OF NAME CHANGE:	19870212

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	PANTERAS CORP
		DATE OF NAME CHANGE:	19901126
</SEC-HEADER>
<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>
20

                            SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934


FILED  BY  REGISTRANT     [X]
FILED  BY  A  PARTY  OTHER  THAN  THE  REGISTRANT     [  ]
CHECK  THE  APPROPRIATE  BOX:
     [  ]     PRELIMINARY  PROXY  STATEMENT
     [  ]     CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE
              14A-B(E)(2))
     [X]     DEFINITIVE  PROXY  STATEMENT
     [  ]     DEFINITIVE  ADDITIONAL  MATERIALS
     [  ]     SOLICITING  MATERIAL  PURSUANT  TO  240.14A-11(C)  OR  240.14A-12


<PAGE>


                                 PIZZA INN, INC.
                 (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

PAYMENT  OF  FILING  FEE  (CHECK  THE  APPROPRIATE  BOX):
[X]     NO  FEE  REQUIRED.

[ ]     FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14A-6(I)(1) AND 0-11.
     1)  TITLE  OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES:     2)
AGGREGATE  NUMBER  OF  SECURITIES  TO  WHICH  TRANSACTION  APPLIES:
3)  PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED PURSUANT TO
EXCHANGE ACT RULE 0-11 (SET FOR THE AMOUNT ON WHICH THE FILING FEE IS CALCULATED
AND  STATE  HOW  IT  WAS  DETERMINED):
          4)  PROPOSED  MAXIMUM  AGGREGATE  VALUE  OF  TRANSACTION:
          5)  TOTAL  FEE  PAID:

[  ]     FEE  PAID PREVIOUSLY WITH PRELIMINARY MATERIALS.          [ ]     CHECK
BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY EXCHANGE ACT RULE 0-11(A)(2)
AND  IDENTIFY  THE  FILING  FOR  WHICH  THE  OFFSETTING FEE WAS PAID PREVIOUSLY.
IDENTIFY  THE  PREVIOUS  FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM OR
SCHEDULE  AND  THE  DATE  OF  ITS  FILING.
     1)  AMOUNT PREVIOUSLY PAID:     2) FORM, SCHEDULE OR REGISTRATION STATEMENT
NO:
     3)  FILING  PARTY:     4)  DATE  FILED:

<PAGE>

<PAGE>
                                 PIZZA INN, INC.
                             3551  PLANO  PARKWAY
                          THE  COLONY,  TEXAS  75056
                                (469)  384-5000

                  NOTICE  OF  ANNUAL  MEETING  OF  SHAREHOLDERS

                       TO  BE  HELD  DECEMBER  19,  2001

To  our  Shareholders:

     The  Annual Meeting of Shareholders of Pizza Inn, Inc. (the "Company") will
be  held  at  the  Company's  corporate offices, 3551 Plano Parkway, The Colony,
Texas  75056,  on  Wednesday, December 19, 2001, at 10:00 a.m., Dallas time, for
the  following  purposes:

1.     To  elect  three  Class  II  directors;  and

2.     To  transact  such other business as may properly come before the meeting
or  any  adjournments  thereof.

Only  shareholders  of  record  at the close of business on October 21, 2001 are
entitled  to  notice  of,  and  to  vote  at,  this meeting and any adjournments
thereof.

     Sincerely,



     Jeff  Rogers
Chief  Executive  Officer

November  9,  2001

     WHETHER  OR  NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE COMPLETE,
DATE,  AND SIGN THE ENCLOSED PROXY, AND MAIL IT IN THE STAMPED ENVELOPE ENCLOSED
FOR  YOUR  CONVENIENCE. THE ENCLOSED PROXY IS REVOCABLE AT ANY TIME PRIOR TO ITS
USE.



                             YOUR VOTE IS IMPORTANT.

<PAGE>
                                 PIZZA INN, INC.
                              3551  PLANO  PARKWAY
                          THE  COLONY,  TEXAS  75056
                              (469)  384-5000

                          PROXY  STATEMENT  FOR  THE
                      ANNUAL  MEETING  OF  SHAREHOLDERS

                     TO  BE  HELD  DECEMBER  19,  2001

     The  Board  of  Directors  of  Pizza Inn, Inc., a Missouri corporation (the
"Company"),  is  soliciting  proxies  to  be  voted  at  the  Annual  Meeting of
Shareholders  (the  "Annual  Meeting")  to  be  held  at the Company's corporate
offices, 3551 Plano Parkway, The Colony, Texas 75056, on Wednesday, December 19,
2001,  10:00  a.m.,  Dallas  time,  and at any adjournments thereof.  This Proxy
Statement  and  the  enclosed  form  of proxy were first mailed to the Company's
shareholders  on  or  about  November  9,  2001.

     If  the  proxy is signed and returned before the Annual Meeting, it will be
voted  in accordance with the directions on the proxy. A proxy may be revoked at
any  time  before  it  is  voted  by  execution of a subsequent proxy, by signed
written  notice to Pizza Inn, Inc., c/o American Stock Transfer, 59 Maiden Lane,
New  York,  NY  10007,  or  by  voting  in  person  at  the  Annual  Meeting.

                            OUTSTANDING  CAPITAL  STOCK

     The record date for shareholders entitled to notice of, and to vote at, the
Annual  Meeting  is  October  21,  2001.  At the close of business on that date,
there  were  outstanding  10,061,238  shares  of  Common  Stock,  $.01 par value
("Common  Stock").  No  other  class of securities of the Company is entitled to
notice  of,  or  to  vote  at,  the  Annual  Meeting.

                      ACTION  TO  BE  TAKEN  AT  THE  MEETING

     The  accompanying  proxy, unless the shareholder otherwise specifies in the
proxy,  will  be  voted:

1.     FOR  the  election  of the three Class II director nominees named herein,
to  serve  for a term of two years each or until their respective successors are
elected  and  qualified;  and

2.     In  the  discretion  of  the proxy holders, as to the transaction of such
other  business  as  may  properly  come  before the meeting or any adjournments
thereof.

     The  Board  of Directors is not presently aware of any other business to be
brought  before  the  Annual  Meeting.









                                QUORUM AND VOTING

     The  presence,  in  person or by proxy, of the holders of a majority of the
outstanding  shares  of  Common Stock is necessary to constitute a quorum at the
Annual  Meeting.  In  deciding  all  questions,  a  holder  of  Common  Stock (a
"Shareholder")  is  entitled  to one vote, in person or by proxy, for each share
held  in  his  name  on the record date.  Solely with respect to the election of
directors,  a Shareholder has that number of votes equal to the number of shares
held  by  him  on  the  record  date multiplied by the number of directors being
elected  and  he  is  entitled  to  cumulate his votes and cast them all for any
single  nominee or to spread his votes, so cumulated, among as many nominees and
in  such manner as he sees fit.  Directors must be elected by a plurality of the
votes  cast.  To  be elected as a director, a candidate must be one of the three
candidates  who  receive  the  most  votes  out  of all votes cast at the Annual
Meeting.

     A  Shareholder who is present, in person or by proxy, and who withholds his
vote  in  the election of directors, will be counted for purposes of determining
whether  a  quorum  exists,  but the withholding of his vote will not affect the
election of directors.  A Shareholder who is present, in person or by proxy, and
who  abstains  from voting on other proposals, will be counted for purposes of a
quorum,  and  the  abstention  will  have  the same effect as a vote against the
proposals.  Broker  non-votes  will be considered shares present and counted for
purposes of determining whether a quorum exists if voting instructions are given
as  to at least one of the matters to be voted on; however, the presence of such
shares  will  have  no  effect  on  the  outcome of the vote. If a quorum is not
present,  in person or by proxy, the meeting may adjourn from time to time until
a  quorum  is  obtained.

     The  enclosed proxy, if executed and returned, will be voted as directed on
the proxy or, in the absence of such direction, FOR the election of the nominees
as  directors.  The  proxy holders will not cumulate votes. If any other matters
properly  come before the meeting, the enclosed proxy will be voted by the proxy
holders  in  accordance  with  their  best  judgment.


                                  PROPOSAL ONE:

                              ELECTION OF DIRECTORS

     The  Company's  Restated Articles of Incorporation and By-laws provide that
the  Board  of  Directors  shall  be divided into two Classes.  The terms of the
three  Class II directors expire at the Annual Meeting.  The Board has nominated
for  election at the Annual Meeting all three incumbent Class II directors, each
to  serve  for a term of two years.  Each nominee of the Board has expressed his
intention to serve the entire term for which election is sought.  Directors will
be  elected  by cumulative voting.  THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
EACH  OF  THE  THREE  NOMINEE  DIRECTORS.

The  following  table  lists  the  names and ages, as of October 1, 2001, of the
three  nominee  directors  and  the  four  directors  whose terms of office will
continue  after the Annual Meeting, the class to which each director has been or
will  be  elected,  the  year  in which each director was first elected, and the
annual  meeting (assuming that it is held in December) at which the term of each
director  will  expire.


                                                Director    Term
       Nominee  Directors     Age     Class     Since     Expires
       ------------------     ---     -----     -----     -------
       C. Jeffrey Rogers      54       II       1990       2001
       F. Jay Taylor          78       II       1994       2001
       Steve A. Ungerman      57       II       1990       2001



       Continuing  Directors
       ---------------------
       Bobby L. Clairday     58        I       1990        2002
       Ronald W. Parker      51        I       1993        2002
       Ramon D. Phillips     68        I       1990        2002
       Butler E. Powell      62        I       1998        2002

                               EXECUTIVE OFFICERS

     The  following table sets forth certain information, as of October 1, 2001,
regarding  the  Company's  executive  officers:
                                                                       Executive
                                                                         Officer
      Name                  Age        Position                            Since
      ----                  ---        --------                            -----
 C. Jeffrey Rogers          54  Vice Chairman and Chief Executive Officer   1990
 Ronald W. Parker           51  President and Chief Operating Officer       1992

 B.  Keith  Clark           38  Senior Vice President, General Counsel
                                and Secretary                               1997
 Ward T. Olgreen            42  Senior Vice President of Concept
                                Development                                 1995
 Shawn  M.  Preator         32  Vice President of Finance, Treasurer
                                and Assistant Secretary                     1999
 William  R.  Miniat        44  Vice  President  of  Customer Sales
                                and Service-Norco Division                  2000
 Brian L. Waters            50  Vice President of Purchasing -  Norco
                                Division                                    2000
 Michael L. Iglesias        40  Vice President of Franchise Development     2001

Susan  A. Milliman          36  Vice President of Recruiting and Employee
                                Services                                    2001


            BIOGRAPHIES OF NOMINEE DIRECTORS AND CONTINUING DIRECTORS

     Steve  A.  Ungerman is a practicing attorney in Dallas, Texas. From January
1, 1998 through December 31, 2000 he was Of Counsel to the law firm of Boswell &
Kober, P.C.  From August 1997 to December 1997, he was employed by MedSynergies,
Inc.,  a  physician  practice  management  company,  in  the capacity of Special
Projects.  From September 1996 to August 1997, he was President of MedSynergies,
Inc.  From September 1996 to December 1997, he was Of Counsel to the law firm of
Ungerman,  Sweet  &  Brousseau.  Prior  to September 1996, he practiced law as a
shareholder  of  Ungerman  & Ungerman, P.C. and its predecessors for 28 years in
the  areas  of business matters, commercial finance and mediation.  Mr. Ungerman
received  his  Juris  Doctor  degree from Southern Methodist University.  He was
elected  a  Director  and  Chairman  of  the  Board of Directors of Pizza Inn in
September  1990.

Bobby  L.  Clairday  is  an  Area  Developer  of Pizza Inn restaurants and he is
President,  a  Director  and sole shareholder of Clairday Food Services, Inc., a
Pizza  Inn franchisee operating Pizza Inn restaurants in Arkansas.  Mr. Clairday
is  also sole shareholder of Advance Food Services, Inc., a franchisee operating
Pizza  Inn  restaurants in Arkansas.  From 1990 until his election as a Director
of  the  Company  in  January 1993, Mr. Clairday was an ex-officio member of the
Board  of  Directors,  serving  as  a  representative of our franchisees. He has
served  as the President of the Pizza Inn Franchisee Association and as a member
of  various  committees
<PAGE>
and  associations affiliated with the Pizza Inn restaurant system.  Mr. Clairday
has  been  a  franchisee  of  the  Company  for  over  twenty  years.

     Ronald  W.  Parker  was  elected President of the Company in July 2000. Mr.
Parker  joined  the  Company  in  October  1992  and  was elected Executive Vice
President, Chief Operating Officer and a Director in January 1993.  From October
1989  to  September 1992, he was Executive Vice President and General Manager of
the  Bonanza  restaurant  division  of  Metromedia  Steakhouses,  Inc.  and  its
predecessor  Metsa,  Inc.  From  1983  to  1989,  Mr.  Parker  served in several
executive  positions  for  USACafes,  the  franchisor  of the Bonanza restaurant
chain.

     Ramon  D. Phillips is the former Chairman of the Board, President and Chief
Executive  Officer  of  Hallmark  Financial Services, Inc., a financial services
company.  He  served  as  President and Chief Executive Officer of Hallmark from
1989  through 2000, and as Chairman from 1989 through August 2001.  He continues
to  serve  as  a  Board member. Prior to Hallmark, Mr. Phillips had over fifteen
years  experience  in the franchise restaurant industry, serving in an executive
position  with  Kentucky  Fried  Chicken  (1969-1974)  and  Pizza  Inn,  Inc.
(1974-1989).

     Butler  E.  Powell  is  Vice  President  of  Business Banking with Hibernia
National  Bank in Metairie, Louisiana.  He has served in various capacities with
the  bank  and its predecessors since 1983.  He graduated from Loyola University
in New  Orleans with BBA and MBA degrees and spent 3 1/2 years with the national
accounting  firm,  Ernst  and  Ernst,  before entering the banking industry. Mr.
Powell  was former President and a Director of the New Orleans Athletic Club and
served  on  the  Foundation  Board  of East Jefferson Hospital. He was elected a
Director  of  Pizza  Inn  in  January  1998.

     C.  Jeffrey  Rogers  is  Chief  Executive  Officer  of the Company.  He was
appointed  President of the Company's predecessor in February 1990 and he became
President,  Chief  Executive  Officer and a Director of the Company in September
1990 pursuant to the terms of the Company's recapitalization plan.  From 1983 to
1989,  Mr.  Rogers  was  President,  Chief  Executive  Officer and a Director of
USACafes  General  Partner, Inc., the general partner of the limited partnership
that owned the Bonanza family restaurant system and franchised approximately 650
Bonanza  restaurants, and its predecessor USACafes.  Mr. Rogers was elected Vice
Chairman  of  the  Board  of  Directors  of  the  Company  in  January  1994.

     F.  Jay Taylor is an arbitrator in Ruston, Louisiana who is affiliated with
the  American Arbitration Association and the Federal Mediation and Conciliation
Service.  He  formerly served as a Director of USACafes, Earth Resources and Mid
South  Railroad.  He  was elected a director of First Guaranty Bank in 2001. Dr.
Taylor,  who  received  his Ph.D. from Tulane University, served as President of
Louisiana  Tech  University  from  1962  to  1987  and  currently  serves as its
President  Emeritus.  Mr.  Taylor was elected a Director of the Company in 1994.

                      BIOGRAPHIES OF NON-DIRECTOR OFFICERS

     B.  Keith  Clark was elected Senior Vice President in June 2000.  He joined
the  Company  in  February 1997 and was elected General Counsel and Secretary of
the  Company  in  March  1997.  From  June  1994  through  February 1997, he was
Assistant General Counsel and Assistant Secretary of American Eagle Group, Inc.,
a property and casualty insurance holding company. From January 1990 through May
1994,  Mr.  Clark  was a corporate associate in the Dallas office of Akin, Gump,
Strauss,  Hauer  &  Feld,  L.L.P.,  a  diversified  international  law  firm.

Michael  L.  Iglesias was elected Vice President of Franchise Development in May
2001.  From  May 1996 through May 2001, he was Director of Franchise Development
for  the  Company.  Prior to joining the Company, Mr. Iglesias was an Area Sales
Representative  for  TCBY  Systems,  Inc.

Ward T. Olgreen was elected Senior Vice President of Concept Development in July
2000.  He  was appointed Vice President of Concept Development in February 1999.
He  joined  the Company in September 1991 and served in a variety of operational
positions  until  his  appointment  in  January  1995  as  Vice  President  of
International  Operations  and Brand R& D.  Mr. Olgreen was a Branch Manager for
GCS  Service,  Inc.,  a  restaurant  equipment  service provider, from June 1986
through  July  1991.

     William  R.  Miniat  was  appointed  Vice  President  of Customer Sales and
Service  -  Norco  Division  in February 2000.  He joined the Company in January
1995  and  in September 1996 he was appointed Director of Sales for Norco. Prior
to  joining the Company, he was a National Sales Manager for Western Merchandise
from  1992  to  1995.

     Shawn  M.  Preator was elected Vice President in June 2000.  He was elected
Controller,  Treasurer  and  Assistant Secretary in April 1999.  Mr. Preator had
been  Assistant Controller for the Company since July 1998. Prior to joining the
Company,  Mr.  Preator  was  a  Senior  Financial  Analyst  at LSG/Sky Chefs, an
international  airline  caterer,  from  September  1996  to July 1998.  Prior to
September  1996, Mr. Preator worked for the accounting firm Ernst & Young LLP in
its  audit  department.

Brian  L.  Waters was appointed Vice President of Purchasing - Norco Division in
September  2000. He joined the Company in August 1996 as Director of Purchasing.
Prior  to joining the Company, Mr. Waters was Senior Purchasing Manager for Fast
Food  Merchandisers  from  1993  to  1996.

Susan  A.  Milliman  was  appointed  Vice  President  of Recruiting and Employee
Services in July 2001. Ms. Milliman had been Director of Human Resources for the
Company  since  1996.  Prior to  joining  the  Company, Ms. Milliman was a Human
Resources  Generalist  for  Claim  Services  Resource  Group.

             SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

     The  following table sets forth certain information, as of October 1, 2001,
with  respect  to  the  beneficial ownership of Common Stock by: (a) each person
known  to  be  a  beneficial  owner of more than five percent of the outstanding
Common  Stock;  (b) each director, nominee director, and executive officer named
in  the section entitled "Summary Compensation Table"; and (c) all directors and
executive officers as a group (14 persons).  Except as otherwise indicated, each
of  the  persons  named in the table below is believed by the Company to possess
sole  voting  and  investment  power  with respect to the shares of Common Stock
beneficially  owned  by such person.  Information as to the beneficial ownership
of  Common  Stock  by  directors  and executive officers of the Company has been
furnished  by  the  respective  directors  and  executive  officers.


    Name                               Shares                            Percent
 and Address of                     Beneficially                        Of Class
5% Beneficial Owner                    Owned
-------------------                 ---------                            -------

 C.  Jeffrey  Rogers  (a)
 3551  Plano  Parkway
 The Colony, Texas  75056            3,981,790                            36.50%

 Ronald  W.  Parker  (a)
 3551  Plano  Parkway
 The  Colony,  TX  75056             1,449,049                            13.45%

 Butler E. Powell                       16,000                      less than 1%
 Bobby L. Clairday (a) (b)              68,300                      less than 1%
 Ramon D. Phillips (a) (c)              60,543                      less than 1%
 Steven A. Ungerman (a) (d)             45,849                      less than 1%
 F. Jay Taylor                          20,000                      less than 1%
 B. Keith Clark (a)(e)                  93,479                      less than 1%
 Ward  T.  Olgreen  (a)                129,468                             1.28%
 Shawn M. Preator (a)                   16,822                      less than 1%

 All Directors and                   5,997,550                            55.55%
  Executive Officers as a Group

(a)     Includes vested options and options vesting within 60 days of October 1,
2001  under the Company's stock option plans, as follows: 822,500 shares for Mr.
Rogers;  686,000  shares  for Mr. Parker; 20,000 shares for Mr. Clairday; 22,650
shares  for  Mr.  Phillips;  8,500  shares for Mr. Powell; 10,000 shares for Mr.
Taylor;  15,283  shares  for  Mr.  Ungerman; 76,500 shares for Mr. Clark; 61,500
shares  for  Mr.  Olgreen;  and  14,500  shares  for  Mr.  Preator.

(b)     Mr.  Clairday  shares voting and investment power for 18,200 shares with
his  wife.

(c)     Mr.  Phillips  shares  voting and investment power for 5,333 shares with
the  other  shareholders  of  Wholesale  Software  International,  Inc.

(d)     Mr.  Ungerman  shares voting and investment power for 12,283 shares with
his  wife.

(e)     Includes  4,000  shares  held  by  K&A  Clark  Family  Partnership, L.P.


                COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

     The Board has established Audit, Compensation, Executive, Finance and Stock
Award  Plan  Committees.  The  Company does not have a Nominating Committee. The
Audit  Committee  selects  independent  auditors  and reviews audit results. The
Compensation  Committee  reviews  and  approves remuneration for officers of the
Company.  The  Finance  Committee  reviews  and  oversees  the Company's capital
structure  and operating results.  The Executive Committee considers business as
directed  by  the  Chairman  of  the  Board.  The  Stock  Award  Plan  Committee
administers the 1993 Stock Award Plan and the 1993 Outside Directors Stock Award
Plan.

     As  of October 1, 2001, Messrs. Phillips, Powell, Taylor and Ungerman serve
on  the  Audit  Committee;  Messrs.  Powell,  Taylor  and  Ungerman serve on the
Compensation Committee; Messrs. Powell, Ungerman and Clairday serve on the Stock
Award  Plan  Committee;  Messrs.  Phillips,  Rogers  and  Ungerman  serve on the
Executive  Committee;  and  Messrs. Parker, Phillips, Powell and Taylor serve on
the  Finance  Committee.

During  fiscal  year 2001, the Board of Directors held four meetings.  The Audit
Committee  met  three  times, the Compensation Committee met once, the Executive
Committee met nine times and the Finance Committee met four times.  In addition,
the Board of Directors and the Compensation and Stock Award Plan Committees took
several  actions  by unanimous written consent in lieu of meetings.  Each of the
directors  attended  at least three-fourths of the total number of meetings held
by  the  Board  and  the  committees  on  which  he  served.


                             AUDIT COMMITTEE REPORT
The  Audit  Committee  of  the  Board  is  responsible for providing independent
objective oversight of the Company's accounting functions and internal controls.
The  Audit  Committee is composed of four independent directors and acts under a
written  charter adopted and approved by the Board of Directors on May 23, 2000.
Each  of  the  members  of  the Audit Committee is independent as defined by the
National  Association  of Securities Dealters' listing standards.  A copy of the
Audit  Committee  Charter  has  been  previously  filed.



     The responsibilities of the Audit Committee include reviewing the financial
reports  and  other  financial  information  provided  by  the  Company  to  any
governmental  body  or  the  public;  the  Company  systems of internal controls
regarding  finance,  accounting, legal compliance and ethics that management and
the  Board  have established; and the Company auditing, accounting and financial
reporting  processes  generally.  Consistent  with  this  function,  the  Audit
Committee  encourages continuous improvement of, and adherence to, the Company's
policies,  procedures and practices at all levels. The Audit Committee's primary
duties  and  responsibilities  are  to:

-     serve  as  an  independent  and  objective  party  to  monitor the Company
financial  reporting  process  and  internal  control  system,

-     review  and  appraise  the  audit  efforts  of  the  Company's independent
accountants,  and

-     provide an open avenue of communication among the independent accountants,
financial  and  senior  management,  and  the  Board  of  Directors.

     The  Committee  reviewed  and  discussed  the  Company's  audited financial
statements  with  management.  The Committee also discussed with the independent
accountants  the  matters  required  to  be  discussed  by Statement on Auditing
Standards  No.  61  (Communications  with  Audit  Committees).  The  Company's
independent  accountants  also provided to the Committee the written disclosures
and  the  letter  required  by  Independence  Standards  Board  Standard  No.  1
(Independence  Discussions  with  Audit Committees), and the Committee discussed
with  the  independent  accountants  that  firm's  independence.

     The  Audit  Committee is responsible for recommending to the Board that the
Company's  financial  statements  be  included  in  the Company's annual report.
Based  on the discussions with the independent accountants concerning the audit,
the  financial  statement  review,  and  other  such matters deemed relevant and
appropriate by the Audit Committee, the Audit Committee recommended to the Board
that  the  June  24, 2001 financial statements be included in the Company's 2001
Annual  Report  on  Form  10-K.


          SUBMITTED  BY  THE  AUDIT  COMMITTEE
          OF  THE  COMPANY'S  BOARD  OF  DIRECTORS

          Dr.  F.  Jay  Taylor,  Chairman
          Ramon  D.  Phillips
          Steve  Ungerman
          Butler  Powell


<PAGE>
                           SUMMARY COMPENSATION TABLE

     The  following  table  sets  forth  the  annual  compensation  of the Chief
Executive  Officer and the other four most highly compensated executive officers
of  the Company for the fiscal years ended June 24, 2001, June 25, 2000 and June
27,  1999  (designated  as  years  2001,  2000  and  1999).



<PAGE>
<TABLE>
<CAPTION>

                                              Annual Compensation
                                              -------------------

                                                                                                     Long-Term
                                                                                                  Compensation
                                                                                                        Awards
                                                                                             -----------------

                                                                                             Securities Under-
Name                                                                           Other Annual      lying Options
(and Principal Position)        Year           Salary ($)     Bonus ($)   Compensation ($) (a)   (# of shares)
------------------------  -----------------  ---------------  ----------  ---------------------  -------------
<S>                       <C>                <C>              <C>         <C>                    <C>
C. Jeffrey Rogers. . . .               2001  $       619,424  $  475,000  $             263,233         62,500
(Chief Executive . . . .               2000  $       590,144  $  550,000  $             262,882              0
Officer) . . . . . . . .               1999  $       562,333  $  600,000  $             252,670        180,000


Ronald W. Parker . . . .               2001  $       473,892  $  275,000  $             203,945         62,500
(President). . . . . . .               2000  $       445,379  $  262,500  $             210,584              0
                                       1999  $       424,871  $  235,000  $             231,658        180,000


B. Keith Clark (Senior .               2001  $       148,538  $   22,000  $                   0         40,000
Vice President and . . .               2000  $       129,615  $   17,000  $                   0          5,000
General Counsel) . . . .               1999  $       120,000  $    5,000  $                   0         16,500


Ward T. Olgreen. . . . .               2001  $       134,615  $   17,250  $                   0         37,500
(Senior Vice President .               2000  $       119,250  $    8,000  $                   0          2,500
of Concept . . . . . . .               1999  $        98,077  $    5,000  $                   0         16,500
Development)

Shawn M. Preator . . . .               2001  $        92,737  $   22,500  $                   0         36,000
(Vice President of . . .               2000  $        75,153  $    5,000  $                   0          5,000
Finance and Treasurer)(b)              1999  $        49,827  $        0  $                   0          3,500

</TABLE>

(a)     Includes:  for  Mr.  Rogers, life insurance benefits (which includes the
payment  of  related  taxes)  of  $86,489 in 2001 and 2000, and $76,702 in 1999,
supplemental  retirement  benefits (which includes the payment of related taxes)
of  $43,860  in 2001, 2000, and 1999, and life and disability insurance benefits
(which includes the payment of related taxes) of $43,860 in 2001, 2000 and 1999;
for  Mr.  Parker, life insurance benefits (which includes the payment of related
taxes)  of  $77,546  in  2001, $74,037 in 2000 and $72,139 in 1999, supplemental
retirement  benefits (which includes the payment of related taxes) of $43,860 in
2001, 2000, and 1999, and life and disability insurance benefits (which includes
the  payment  of  related  taxes)  of  $43,860  in  2001,  2000,  and  1999.

(b)     Includes  compensation  for Mr. Preator from his employment date of July
27,  1998.
<PAGE>
     AGGREGATED  OPTION  EXERCISES  IN  LAST  FISCAL  YEAR
     AND  FISCAL  YEAR-END  OPTION  VALUES

     The  following  table  sets  forth  information  regarding  stock  options
exercised  during fiscal year 2001 and unexercised stock options held at the end
of  fiscal  year  2001  by  the  Chief Executive Officer and the other four most
highly  compensated executive officers of the Company. The closing bid price for
the  Company's  Common  Stock,  as  reported  by  the  National  Association  of
Securities  Dealers  Automated Quotation System, was $2.17 on June 22, 2001, the
last  trading  day  of  the  Company's  fiscal  year.

<TABLE>
<CAPTION>



                                                                                    Value  of
                                                                 Number of        Unexercised
                                                               Unexercised       In-the-Money
                                                                 Options at        Options at
                    Shares                                 Fiscal Year End        Fiscal Year
                   Acquired on    Value Realized             (Exercisable/  End (Exercisable/
Name               Exercise (#)        ($)                Unexercisable) (#)   Unexercisable)
-----------------  ------------  ----------------  ------------------  -------------------
<S>                <C>           <C>               <C>                 <C>                  <C>
C. Jeffrey Rogers            --         --                       760,000 (e)            $0
                                                                  62,500 (u)  $          0

Ronald W. Parker.       200,000      212,500                     623,500 (e)            $0
                                                                  62,500 (u)  $          0

B. Keith Clark. .            --         --                        55,500 (e)            $0
                                                                  51,000 (u)  $      5,100

Ward. T. Olgreen.            --         --                        45,500 (e)  $          0
                                                                  46,000 (u)  $      5,100

Shawn M. Preator.            --         --                         3,500 (e)  $          0
                                                                  41,000 (u)  $      5,100

</TABLE>
(e)     Denotes  exercisable  options.
(u)     Denotes  unexercisable  options.


                        OPTION GRANTS IN LAST FISCAL YEAR


The  following  table  sets  forth  information  regarding stock options granted
during fiscal year 2001, pursuant to the Company's 1993 Stock Award Plan, to the
Chief  Executive  Officer  and  the other four most highly compensated executive
officer

<TABLE>
<CAPTION>



                                                                                             Potential Realizable Value at
                                                                                             Assumed Annual Rates of Stock
                                                                                             Price Appreciation for Option
                         Individual Grants                                                                            Term
                         -----------------                                                   -----------------------------
                                              % of Total Options
                                                    Granted to              Exercise
                              Options             Employees in               Price   Expiration
Name                          Granted             Fiscal Year             ($/Share)     Date          5%           10%
-----------------  -----------------------------  ------------            ---------   -----------   ----------    --------
<S>                <C>                            <C>           <C>        <C>          <C>         <C>       <C>     <C>
C. Jeffrey Rogers              62,500 (a)            14.43                   $3.5625   7/3/06      $90,643        $211,238


Ronald W. Parker               62,500 (a)            14.43                   $3.5625   7/3/06      $90,643        $211,238


B. Keith Clark                 10,000 (a)             9.24                   $3.5625   7/3/06      $14,503        $ 33,798
                               30,000 (b)                                     2.0000   5/3/07      $24,426        $ 56,923

Ward T. Olgreen                 7,500 (a)             8.66                   $3.5625   7/3/06      $10,877         $25,349
                               30,000 (b)                                     2.0000   5/3/07      $24,426         $56,923

Shawn M. Preator                6,000 (a)             8.31                   $3.5625   7/3/06      $ 8,702        $ 20,279
                               30,000 (b)                                     2.0000   5/3/07      $24,426         $56,923

</TABLE>
(a)     All  of such options were granted on July 3, 2000 and become exercisable
on  July  3,  2001.
(b)     All  of  such options were granted on May 3, 2001 and become exercisable
on  May  3,  2002.


              COMPENSATION COMMITTEE AND STOCK AWARD PLAN COMMITTEE
                        REPORT ON EXECUTIVE COMPENSATION

     The  Compensation Committee of the Board of Directors is comprised of three
independent,  non-employee directors.  The Compensation Committee is responsible
for  establishing  the  level  of  compensation of the executive officers of the
Company.  The Stock Award Plan Committee, which administers the 1993 Stock Award
Plan,  is  also  composed  of  three  independent,  non-employee  directors.

     In  its  administration  and periodic review of executive compensation, the
Compensation  Committee  believes  in  aligning  the  interests of the executive
officers  with  those  of  the  Company's shareholders.  To accomplish this, the
Compensation  Committee  seeks  to structure and maintain a compensation program
that  is directly and materially linked to operating performance and enhancement
of  shareholder  value.  This  has  been effectively accomplished in the past by
weighting  the  compensation  of  most  executive  officers  in  favor of equity
ownership  incentives  and  bonuses  paid  on  the  basis  of  performance.

     The Company intends for all compensation paid to its executives to be fully
deductible  under  federal  income  tax  laws.  Recently  adopted changes to the
Internal Revenue Code impose certain limitations on compensation in excess of $1
million  per  year paid to executives.  The Compensation Committee believes that
performance  based  bonuses  and stock options granted to its executive officers
will  continue  to  be  fully  deductible.


CHIEF  EXECUTIVE  OFFICER

     The  salary  and bonus of C. Jeffrey Rogers, Chief Executive Officer of the
Company,  is  set forth in his most recent Employment Agreement, effective as of
July  1,  1999,  as  amended  on  April 20, 2001.  The agreement provides for an
annual base salary (on a cash basis) in fiscal year 2002 of $650,395, increasing
by  5%  on  each  anniversary  date  of  the  agreement.

     In  reviewing  Mr.  Rogers' agreement, the Compensation Committee found his
base  salary and bonus to be in line with the overall leadership he has provided
to  the employees and to the franchise community.  The bonus program established
in  Mr.  Rogers'  agreement  is  based on new store openings, pre-tax net income
growth,  and  pre-tax operating cash flow.  Termination provisions were found to
be  industry  competitive  and  in line with historical performance and expected
future contributions as well as helping to ensure his continued leadership.  See
the  section  entitled  "Executive  Employment  Contracts."

EXECUTIVE  OFFICERS

     Salaries  of  the  executive  officers,  excluding Mr. Rogers, are reviewed
annually  and  adjusted  based  on  competitive  practices,  changes in level of
responsibilities  and, in certain cases, individual performance measured against
goals.  The  Compensation  Committee  strongly  believes  that  maintaining  a
competitive  salary  structure  is  in  the  best  interest of shareholders.  It
believes  the  Company's  long-term  success in its marketplace is best achieved
through  recruitment  and retention of high caliber executives who are among the
most  skilled  and  talented  in  the  industry.

     Bonus  targets for the four most highly paid executive officers, other than
the  Chief  Executive  Officer,  are  set annually.  Mr. Parker's 2001 bonus was
based  on  individual  performance  and  targets  related  to  the  Company's
profitability,  cash  flow and debt repayments.  The 2001 bonuses for Mr. Clark,
Mr.  Olgreen,  and  Mr. Preator were based on individual performance and targets
related  to  profitability  of  the  Company  for  the  fiscal  year.

STOCK  OPTIONS

     The  Compensation  Committee  and  Stock  Award Plan Committee believe that
equity  ownership  motivates  officers  and  employees  to  provide  effective
leadership  that  contributes  to  the  Company's long-term financial success as
measured  by  appreciation in its stock price.  The Company established the 1993
Stock Award Plan for the purpose of aligning employee and shareholder interests.
Under  this plan, stock options have been granted in fiscal year 2001 to certain
executive  officers,  as  well  as  other  employees,  based upon their relative
positions and responsibilities, as well as historical and expected contributions
to  Company  growth.

     Submitted  by  the:

                COMPENSATION  COMMITTEE         STOCK  AWARD  PLAN  COMMITTEE

                    F. Jay  Taylor               Bobby  L.  Clairday
                    Steve  A.  Ungerman          Butler  E.  Powell
                    Butler  E.  Powell           Steve  A.  Ungerman




                         EXECUTIVE EMPLOYMENT CONTRACTS

     C.  Jeffrey  Rogers  and  the Company entered into an Employment Agreement,
executed  October  1, 1999 and effective as of July 1, 1999, and an Amendment to
the  Employment  Agreement  executed  April  20, 2001, for a term that currently
extends through June 30, 2004.  The agreement provides for an annual base salary
(on a cash basis) in fiscal year 2002 of $650,395, increasing by five percent on
each  anniversary  date  of  the  agreement.

     Under  the  agreement,  Mr.  Rogers  is also entitled to the following cash
bonuses,  based  on performance: (a)  $100,000 payable at the end of each fiscal
year,  if  the  Company's  operating  results  report  pre-tax  income growth or
earnings  per  share growth of at least 10% more than the preceding fiscal year;
(b)  $25,000 for each quarter in which the Company's distribution division meets
certain  sales  targets;  (c)  $25,000  for  each quarter in which the Company's
general  and  administrative  expenses do not exceed 8.5% of total revenues; (d)
$3,000  per new restaurant opened in each half of the Company's fiscal year, but
only  if  18  new  restaurants  are  opened  in  that half of the year or 36 new
restaurants  are  opened  during  the  entire  year;  and (e) a bonus of between
$120,000  and  $200,000  payable  at  the  end  of each fiscal year based on the
Company's  EBITDA  cash  flow  for  the  fiscal  year.

     Under the agreement, Mr. Rogers also receives a $50,000 annual allowance to
purchase  life  and  disability  insurance  and  a  $10,000  annual allowance to
maintain  secondary  health, dental and other insurance. As compensation for the
use  of  his  personal  automobile  on  Company  business, Mr. Rogers received a
monthly  automobile  allowance,  plus  reimbursement of gasoline and maintenance
expenses  for  the  first  seven  months  of the fiscal year.  For the last five
months,  the  Company provided Mr. Rogers with a leased vehicle. The payments by
the Company related to this vehicle expense totaled $20,995 for the fiscal year.


     Ronald  W.  Parker  and  the  Company entered into an Employment Agreement,
executed  October  1,  1999  and  effective  as of July 1, 1999, for a term that
currently extends through June 30, 2004. B. Keith Clark and Ward T. Olgreen each
entered  into an Employment Agreement with the Company on October 17, 2001, with
each  such  agreement  having a term that currently extends through December 31,
2002.  Each of the agreements provides that the executive's compensation will be
determined  each  year  by  the  Compensation  Committee.

     Mr.  Rogers,  Mr.  Parker,  Mr.  Clark  or  Mr. Olgreen may terminate their
respective  agreements at any time within six months after a "change in control"
of  the Company occurs or within twelve months under certain circumstances after
a change in control of the Company occurs.  Change in control is defined as: (a)
a  transfer  of  substantially  all  of the assets of the Company to any person,
group  or  entity other than a person, group or entity that is controlled by the
executive;  (b)  the  Company is merged with or into another corporation and the
stockholders of the Company prior to such merger own less than 50% of the voting
stock  of  the  Company  or other surviving corporation after the merger; (c) an
unapproved  change in the majority of the Company's Board of Directors; or (d) a
person,  entity or group (other than (i) the Company or (ii) an employee benefit
plan  sponsored  by the Company) acquires 50% or more of the voting stock of the
Company.  If  the Company terminates Mr. Rogers' employment without cause, or if
Mr.  Rogers  terminates  his  employment  upon a "change in control," he will be
entitled to a lump sum payment equal to his base salary for the remainder of the
term  of  the  agreement  plus  two  times the maximum amounts of certain annual
bonuses  as  provided  in the agreement.  If the Company terminates Mr. Parker's
employment  without  cause,  or  if  Mr. Parker terminates his employment upon a
"change  in  control,"  he will be entitled to a lump sum payment equal to three
times  (i)  his  highest  annual  salary over the last three years plus (ii) the
highest bonus and other cash compensation received by Mr. Parker during the last
three  years. If the Company terminates Mr. Clark's employment without cause, or
if  Mr.  Clark  terminates his employment upon a "change of control", he will be
entitled  to a lump sum payment equal to two times the base amount of his annual
compensation,  as  calculated  according to Section 280G of the Internal Revenue
Code.  If  the  Company terminates Mr. Olgreen's employment without cause, or if
Mr.  Olgreen  terminates  his  employment upon a "change of control", he will be
entitled  to a lump sum payment equal to two times the base amount of his annual
compensation,  as  calculated  according to Section 280G of the Internal Revenue
Code.  Each  agreement includes a noncompetition covenant that would apply for a
stated  number of years after termination of employment. The number of years for
the  non-competition  covenant  is three years for Mr. Rogers and Mr. Parker and
two  years  for  Mr.  Clark  and  Mr.  Olgreen.

                            COMPENSATION OF DIRECTORS

     A director who is an employee of the Company is not compensated for service
as  a  member  of the Board of Directors or any Committee of the Board.  Outside
directors receive an annual fee of $17,000 plus meeting fees equal to $1,000 per
Board  meeting  and  $250  per  Committee meeting attended.  The Chairman of the
Board  receives  an  additional  $6,000 annual fee for serving in that capacity.
Directors  are  also  reimbursed  for  Board  related  expenses.

     Under  the  1993  Outside  Directors  Stock Award Plan each elected outside
director  is  eligible  to  receive, as of the first day of the Company's fiscal
year,  options  for  Common  Stock equal to twice the number of shares of Common
Stock  purchased  during  the  preceding fiscal year or purchases by exercise of
previously granted options during the first ten days of the current fiscal year.
On the first day of the first fiscal year immediately following the day on which
an  outside  director  first  becomes eligible to participate in this plan, that
outside  director  shall  receive an option to acquire one share of Common Stock
for  each  share of Common Stock owned by such director on this first day of the
fiscal  year.  No  outside  director  shall be entitled to options for more than
20,000  shares  per  fiscal  year.  Stock options granted under the plan have an
exercise  price  equal  to  the  market price of the Common Stock on the date of
grant  and  are  first  exercisable  one  year  after  grant.

     Since  the  beginning  of  fiscal  year 2001, stock options were granted to
outside  directors  pursuant to such plan as follows:  on June 26, 2000, options
for  17,160 shares (at $3.500) to Mr. Phillips, and 4,000 shares (at $3.500) for
Mr.  Powell.


                             COMPENSATION COMMITTEE
                      INTERLOCKS AND INSIDER PARTICIPATION

       For  fiscal  year  2001,  through  April  19,  2001,  the  members of the
Compensation  Committee  were Messrs. Powell, Phillips, and Ungerman. After that
date,  the  Compensation  Committee  is  composed of Messrs. Powell, Taylor, and
Ungerman. During fiscal year 2001, through May 2001, C. Jeffrey Rogers served on
the  Board  of  Directors  and  the Compensation Committee of Hallmark Financial
Services,  Inc.,  of  which  Mr. Phillips was Chairman of the Board of Directors
through  August  2001.  Mr.  Rogers  did not stand for re-election at Hallmark's
annual meeting in May 2001. Prior to 1990, Mr. Phillips served as a director and
officer  of  two  predecessors  of  the  Company.  See  "Biographies  of Nominee
Directors  and  Continuing  Directors."


                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On  October  6,  1999, the Company loaned C. Jeffrey Rogers, the Company's Chief
Executive  Officer, approximately $1.95 million to acquire 700,000 shares of the
Company's  Common  Stock through the exercise of vested stock options previously
granted  to  him  by  the  Company.  The  interest  rate on the loan is the same
floating  interest rate the Company pays on its credit facility with Wells Fargo
(Texas),  N.  A. ("Wells Fargo"). As collateral for the loan, Mr. Rogers granted
the  Company a second lien on 2,749,000 shares of the Company's Common Stock and
certain  real  property.  The  Company  has agreed to subordinate its loan to an
existing  personal loan made by Wells Fargo to Mr. Rogers.  The Wells Fargo loan
is  secured  by  a  first  lien  on  the  collateral pledged to the Company. The
principal  amount  outstanding  at  all  times  during  the  fiscal  year  was
approximately  $1,949,000.

On October 6, 1999, the Company loaned Ronald W. Parker, the Company's President
and Chief Operating Officer, approximately $560,000 to acquire 200,000 shares of
the  Company's  Common  Stock  through  the  exercise  of  vested  stock options
previously  granted  to him by the Company.  On July 7, 2000, the Company loaned
Mr. Parker approximately $302,000 to acquire an additional 200,000 shares of the
Company's  Common  Stock through the exercise of vested stock options previously
granted  to  him  by  the  Company.  The  interest rate on the loans is the same
floating interest rate the Company pays on its credit facility with Wells Fargo.
As collateral for the loans, Mr. Parker granted the Company  (i) a first lien on
100,000  previously  purchased  shares of the Company's Common Stock and certain
real property, and (ii) a second lien in certain additional real property. After
the  July  7 loan, the principal amount outstanding was $862,000. On October 30,
2000, Mr. Parker paid the Company approximately $165,000 of the principal amount
of  the  loans,  leaving  a current principal loan balance at fiscal year end of
approximately  $696,000.

     The  Board  of  Directors  approved  each loan, with the specific terms and
collateral  being  approved  by  the  Compensation  Committee.

     Bobby  L.  Clairday  is  President  and  sole  shareholder of Clairday Food
Services,  Inc.  and is sole shareholder of Advance Food Services, Inc., both of
which  are franchisees of the Company.  Mr. Clairday also holds area development
rights  in  his  own  name.  Mr.  Clairday  currently operates 13 restaurants in
Arkansas,  either  individually  or  through  the  corporations noted above.  As
franchisees,  the  two  corporations purchase a majority of their food and other
supplies  from  the  Company's  distribution  division.  In  fiscal  year  2001,
purchases  by  these  franchisees  made  up  6% of the Company's food and supply
sales,  and  royalties, license fees and area development fees from Mr. Clairday
and  such  franchisees  made  up  3%  of  the  Company's  franchise  revenues.

     Ramon  D.  Phillips  is  a  Vice President, board member and shareholder of
Wholesale  Software  International,  Inc.,  which  is a franchisee operating one
Pizza  Inn  restaurant.

                      COMPLIANCE WITH SECTION 16(A) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

     Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive  officers  and directors and the persons who own more than ten percent
of  the  Company's  Common  Stock to file initial reports of ownership of Common
Stock  and  reports  of  changes  of  ownership with the Securities and Exchange
Commission  and  the  National  Association  of  Securities Dealers, Inc. and to
furnish  the  Company  with  copies of such reports.  The Company believes that,
during  the  preceding  fiscal  year,  all  of the Company's executive officers,
directors  and  holders  of  more than 10% of its Common Stock complied with all
Section  16(a)  filing  requirements.

                              INDEPENDENT AUDITORS

     The  Audit  Committee  has  selected  PricewaterhouseCoopers  LLP certified
public  accountants  as  the independent auditors of the Company for fiscal year
2002.  A  representative  of  PricewaterhouseCoopers  LLP will be present at the
Annual  Meeting, will be available to respond to appropriate questions, and will
have  an  opportunity  to  make  a  statement.

AUDIT  FEES.  The  aggregate  fees  billed  by  PricewaterhouseCoopers  LLP  for
professional  services  rendered for the audit of the Company's annual financial
statements  for  the  year  ended June 24, 2001 and the reviews of the financial
statements  included  in  the  Company's Forms 10-Q for that year were  $88,750.

ALL  OTHER  FEES. All other fees billed by PricewaterhouseCoopers LLP for fiscal
year  2001  totaled  $17,850,  including  audit-related  services of $14,250 and
non-audit services of $3,600. Non-audit services generally include fees for cost
segregation analysis services in connection with the relocation of the Company's
corporate  office, warehouse and training facilities and review of the Company's
Franchise  Offering  Circular.

In  considering and authorizing these payments to PricewaterhouseCoopers LLP for
services  unrelated  to  performance  of  the  audit  of the Company's financial
statements,  the  Audit  Committee  has  determined  that  the  cost segregation
analysis  services undertaken by PricewaterhouseCoopers LLP are not inconsistent
with  its  performance of the audit and financial statement review functions and
are  compatible  with  maintaining  its  independence.

                             STOCK PERFORMANCE GRAPH

     The following graph compares the cumulative annual total shareholder return
(change  in  share  price  plus  reinvestment of any dividends) on the Company's
Common  Stock  versus  two  indexes  for  the past five fiscal years.  The graph
assumes $100 was invested on the last trading day of the fiscal year ending June
28, 1996.   Prior to the first quarter of fiscal year 1998 and subsequent to the
second  quarter  of  fiscal year 2000, the Company did not pay cash dividends on
its  Common  Stock  during  the  applicable period.  The Dow Jones Equity Market
Index is a published broad equity market index.  The Dow Jones Entertainment and
Leisure  Restaurant  Index  is  compiled  by Dow Jones and Company, Inc., and is
comprised  of  seven public companies, weighted for the market capitalization of
each  company,  engaged  in  restaurant  or related businesses (CKE Restaurants,
Inc.,  Brinker  International,  Inc.,  Cracker  Barrel  Old Country Store, Inc.,
Darden  Restaurants,  Inc.,  McDonald's  Corporation, Tricon Global Restaurants,
Inc.,  and  Wendy's  International,  Inc.).

<TABLE>
<CAPTION>

PIZZA  INN  INC  NEW


                                                    Cumulative Total Return
                                6/28/96          6/29/97  6/28/98  6/27/99  6/25/00  6/24/01


<S>                     <C>                      <C>      <C>      <C>      <C>      <C>
PIZZA INN, INC.. . . .                   100.00    88.24   127.70    89.30    96.35    61.91
DOW JONES TOTAL MARKET                   100.00   131.22   168.27   195.18   220.60   188.35
DOW JONES RESTAURANTS.                   100.00    99.30   128.04   142.66   112.78   115.68

</TABLE>





<PAGE>
                              SHAREHOLDER PROPOSALS

     If  a  shareholder  wishes  to  present a proposal at the Annual Meeting of
Shareholders  tentatively  scheduled for December 11, 2002, the shareholder must
deliver his or her proposal to the Company at its principal executive offices no
later  than  July  8,  2002,  in such form as required under rules issued by the
Securities  and  Exchange Commission, in order to have that proposal included in
the  proxy  materials  of  the  Company for such Annual Meeting of Shareholders.

     If a shareholder wishes to present a proposal at the 2002 Annual Meeting of
Shareholders,  but  does not wish to include the proposal in the proxy materials
of  the  Company  for  such Annual Meeting of Shareholders, the shareholder must
notify  the Company in writing of his or her intent to make such presentation no
later  than  September  24, 2002 or the Company shall have the right to exercise
its discretionary voting authority when such proposal is presented at the Annual
Meeting  of  Shareholders,  without including any discussion of that proposal in
the  proxy  materials  for  the  Annual  Meeting.

                                  MISCELLANEOUS

     The  accompanying  proxy  is  being  solicited  on  behalf  of the Board of
Directors  of  the  Company.  The expense of preparing, printing and mailing the
proxy  and  the  material  used in the solicitation thereof will be borne by the
Company.  In  addition  to  the  use  of  the mails, proxies may be solicited by
directors,  officers  and  employees  of  the  Company  by  personal  interview,
telephone  or  telefax.  Arrangements may also be made with brokerage houses and
other  custodians,  nominees  and fiduciaries for the forwarding of solicitation
materials  to the beneficial owners of stock held of record by such persons, and
the  Company  may  reimburse  them for reasonable out-of-pocket expenses of such
solicitation.

     A  COPY  OF  THE  COMPANY'S  ANNUAL REPORT ON FORM 10-K EXCLUDING EXHIBITS,
DATED  SEPTEMBER  19,  2001,  IS BEING FURNISHED TO SHAREHOLDERS WITH THIS PROXY
STATEMENT.  COPIES  OF  SUCH EXHIBITS WILL BE FURNISHED UPON WRITTEN REQUEST AND
UPON  REIMBURSEMENT  OF  THE  COMPANY'S  REASONABLE EXPENSES FOR FURNISHING SUCH
EXHIBITS.  REQUESTS  SHOULD BE ADDRESSED TO PIZZA INN, INC., 3551 PLANO PARKWAY,
THE  COLONY,  TEXAS  75056,  ATTENTION:  CORPORATE  SECRETARY.

<PAGE>


<PAGE>

This  Proxy,  when properly executed, will be voted by the Proxies in the manner
designated  below.  If  this Proxy is returned signed but without a clear voting
designation,  the  Proxies  will  vote  FOR  Item  1.

                                        Please  mark  Your  votes  as  indicated

                                                              IN  THIS  EXAMPLE.

THE  BOARD  OF  DIRECTORS  RECOMMENDS  A  VOTE  FOR  ITEM  1.
Item 1.     ELECTION OF CLASS II DIRECTORS.     Nominees:  C. Jeffrey Rogers, F.
                                               Jay  Taylor,  Steve  A.  Ungerman
            WITHHELD
     FOR     FOR  ALL     WITHHELD  FOR: (Write that nominee's name in the space
                                             provided  below).
   [   ]      [   ]


                                          If  you  plan  to  attend  the  Annual
                                               Meeting,  please  mark  the  WILL
                                                                  ATTEND  block.


                                                                   WILL
                                                                 ATTEND

                                                                   [   ]

                                                      Date:          ,  2001

                                                      Signature

                                                    Signature  if  held  jointly

                                   NOTE:  Please  sign  as  name appears hereon.
                                        Joint  owners  should  each  sign.  When
                                   signing as attorney, executor, administrator,
                                             trustee  or  guardian,  please give
                                                       full  title  as     such.



                              FOLD AND DETACH HERE

PROXY

     (1)     THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
                                 PIZZA INN, INC.

                               3551 PLANO PARKWAY
                             THE COLONY, TEXAS 75056

               ANNUAL MEETING OF SHAREHOLDERS ON DECEMBER 19, 2001



<PAGE>
     The  undersigned, revoking all proxies heretofore given, hereby appoints C.
Jeffrey  Rogers  and  B.  Keith  Clark,  or  either  of  them, as proxies of the
undersigned,  with  full  power  of  substitution and resubstitution, to vote on
behalf of the undersigned the shares of Pizza Inn, Inc. (the "Company") that the
undersigned is entitled to vote at the Annual Meeting of Shareholders to be held
at  10:00  a.m.,  Dallas time, on Wednesday, December 19, 2001, at the Company's
corporate  offices,  3551  Plano  Parkway,  The  Colony, Texas 75056, and at all
adjournments  thereof,  as fully as the undersigned would be entitled to vote if
personally  present,  as  specified on the reverse side of this card and on such
other  matters  as  may  properly  come  before  the meeting or any adjournments
thereof. In their discretion, the Proxies are authorized to vote upon such other
business  as  may  properly  come  before  the  meeting.

<PAGE>






















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