<DOCUMENT>
<TYPE>DEF 14A
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>
19



                            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.
[  ]  CHECKBOX 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  16,  2003

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  Tuesday, December 16, 2003, at 11:00 am, 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 17, 2003 are
entitled  to  notice  of,  and  to  vote  at,  this meeting and any adjournments
thereof.

                                By  Order  of  the  Board  of  Directors,



                                B.  Keith  Clark
                                Secretary

November  4,  2003

     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  16,  2003

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 Tuesday, December 16,
2003,  11:00  am  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  4,  2003.
     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  17,  2003.  At the close of business on that date,
there  were  outstanding  10,068,674  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. Cumulative voting for the election of
directors  is not permitted. Thus, a Shareholder is not entitled to cumulate his
votes  and  cast  them  all  for  any  single nominee or to spread his votes, so
cumulated,  among  more  than  one  nominee.  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.  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. The Board believes that all the nominees will be available to serve as
directors.  If any nominee is unable to serve, the Board may decide to do one of
two  things. The Board may recommend a substitute nominee, or the Board may fill
the  vacancy later. The shares represented by all valid proxies may be voted for
the  election  of  a  substitute  if  one  is  nominated.


                                  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.  Currently, a former
Board  member holds one additional Board seat in a non-voting advisory capacity.
The  advisory position is not elected, but may be appointed from time to time by
vote  of  the  Board of Directors for a period of time as approved by the Board.
The  terms  of  the  three Class II directors expire at the Annual Meeting.  The
Board  has  nominated  for  election  at the Annual Meeting all of the incumbent
Class  II directors. Each nominated director will 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.  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, 2003, of the
three  nominee  directors, the four Class I directors whose terms of office will
continue  after  the  Annual  Meeting, the advisory director, 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
------------------                          ---     -----      -----    -------
Steve A. Ungerman                            59       II        1990       2003
F. Jay Taylor                                80       II        1994       2003
Steven J. Pully                              43       II        2002       2003

Continuing  Directors
---------------------
Bobby L. Clairday                            60        I        1990       2004
Ronald W. Parker                             53        I        1993       2004
Butler E. Powell                             64        I        1998       2004
Mark E. Schwarz                              42        I        2002       2004

Advisory  Director
------------------
Ramon D. Phillips (a)                        70       n/a       2002        n/a

(a)        Mr.  Phillips  previously  served  as  a  Class  I Director from 1990
through 2002. The position  of Advisory Director is subject to Board discretion.


                               EXECUTIVE OFFICERS

     The  following table sets forth certain information, as of October 1, 2003,
regarding  the  Company's  executive  officers:
                                                                    Executive
                                                                      Officer
Name                 Age     Position                                   Since
----                 ---     --------                                   -----
Ronald W. Parker      53     President and Chief Executive Officer       1992

B.  Keith  Clark      40     Senior  Vice President-  Corporate  Development,
                             Secretary,  and  General  Counsel           1997

Ward  T.  Olgreen     44     Senior Vice President of Franchise Operations
                             and Concept Development                     1995

Shawn  M.  Preator    34     Chief Financial Officer and Vice President of
                              Distribution                               1999

Danny K. Meisenheimer 43     Vice President of Marketing                 2003

Michael  L.  Iglesias 42     Vice  President  of Franchise Development   2001

James D. Shoemake     36     Vice President of Franchise Services        2002

Barry L. Hill         42     Vice President of Training                  2002

Brian  L.  Waters     52     Vice President of Purchasing -  Norco
                             Division                                    2000

Susan  A. Milliman    38     Vice President of Recruiting and Employee
                             Services                                    2001




  BIOGRAPHIES OF NOMINEE DIRECTORS, CONTINUING DIRECTORS, AND ADVISORY DIRECTOR

     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 and associations affiliated with the Pizza Inn restaurant
system.  Mr. Clairday has been a franchisee of the Company for over twenty years
and  a  member  of  the  Board  for  over  nine  years.

Ronald  W.  Parker  was  appointed  President and Chief Executive Officer of the
Company  in  August  2002. Mr. Parker joined the Company in October 1992 and was
elected  Executive  Vice  President,  Chief Operating Officer, and a Director in
January  1993.  He  was  appointed  President in July 2000. 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. From 1974 to 1983,
Mr.  Parker  served  in  several  executive  positions with Chart House, Inc., a
restaurant  company  with  more  than 600 units of various brands. He previously
worked  with  a  national  accounting  firm  from  1972 to 1974. Mr. Parker also
currently  serves  on  the  Board  of  Directors  of  the  Cotton  Bowl Athletic
Association,  the  Mississippi  State University Foundation, and the Mississippi
State University Bulldog Club, Inc. Foundation. Mr. Parker was previously on the
Board  of  Directors  of  the  Mississippi  State University Alumni Association.

     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
the  Company  in  January  1998.

Steven  J.  Pully  is  the  President  of  Newcastle Capital Management, L.P., a
private  investment  management  firm  that  is the general partner of Newcastle
Partners, L.P. Mr. Pully is also a director and officer of Geoworks Corporation,
a  director of Max-Worldwide, Inc. and a director and Chief Executive Officer of
privately-held  Pinnacle  Frames  and  Accents,  Inc. Prior to joining Newcastle
Capital  Management, L.P. in late 2001, from May 2000 to December 2001, he was a
managing  director in the mergers and acquisitions department of Banc of America
Securities  and  from January 1997 to May 2000 he was a senior managing director
at  Bear  Stearns.  Prior  to becoming an investment banker, Mr. Pully practiced
securities  and  corporate law at the law firm Baker & Botts. Mr. Pully is a CPA
and  a  member  of the Texas Bar. Mr. Pully was appointed a Director in December
2002  to  fill  a  vacant  Class  II  Board  seat.

Mark  E.  Schwarz is the Chairman, Chief Executive Officer and Portfolio Manager
of  Newcastle  Capital Management, L.P., a private investment management firm he
founded  in  1992  that  is  the general partner of Newcastle Partners, L.P. Mr.
Schwarz  is  Chairman  of  the  Board  and  Chief  Executive Officer of Hallmark
Financial  Services,  Inc.,  a  director and Chief Executive Officer of Geoworks
Corporation  and  a  director  of Bell Industries, Inc., Nashua Corporation, S L
Industries  and Web Financial Corporation. From 1995 through 1999, he was also a
Vice  President  of  Sandera  Capital  Management  and in 1998 and 1999 he was a
director  of Aydin Corporation. Mr. Schwarz was appointed a Director in December
2002  to  fill  a  vacant  Class  I  Board  seat.

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.

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 the Company in
September  1990.

     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  Chairman,  President,  and  Chief Executive Officer of
Hallmark  from  1989 through 2000, and as Chairman through August 2001. 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). He was elected a Director
of the Company in 1990 and served through 2002. He was appointed to the position
of  advisory  director  in  December  2002.


                      BIOGRAPHIES OF NON-DIRECTOR OFFICERS

     B.  Keith  Clark was appointed Senior Vice President- Corporate Development
in  October 2002. 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.  Mr.  Clark served on the Company's Board of Directors
from  September  2002  through  December  2002.  Since 1999 Mr. Clark has been a
member  of  the Board of Directors of the Visiting Nurse Association of Texas, a
non-profit  corporation  providing a variety of home health care services, where
he  currently  serves  as  Vice-Chairman  of  the  Board  and  Chairman  elect.

Ward  T. Olgreen was appointed Senior Vice President of Franchise Operations and
Concept Development in December 2002. He was appointed Vice President of Concept
Development  in  February 1999, and Senior Vice President of Concept Development
in  July  2000.  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.

Shawn  M.  Preator  was  appointed Chief Financial Officer and Vice President of
Distribution  in  October 2002.  He 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.

Danny  K. Meisenheimer was appointed Vice President of Marketing in January 2003
after  joining  the  Company in December 2002. Prior to joining the Company, Mr.
Meisenheimer  served  as Vice President of Marketing for Furr's Restaurant Group
since  1995. Mr. Meisenheimer joined the Marketing Department of Furr's in 1991.

Michael L. Iglesias was appointed 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.

James  D.  Shoemake  was  appointed  Vice President of Franchise Services in May
2002.  Mr.  Shoemake  had been Division Vice President of Traditional Operations
since  2000. He joined the Company in 1997 as a Franchise Operations Consultant.
Prior  to  joining  the  Company,  Mr.  Shoemake  was  an International Business
Consultant  for  European  and  Asian  Markets  for  Brice  Group,  Inc.

     Barry  L.  Hill  was  appointed Vice President of Training in May 2002. Mr.
Hill  had  been Director of Field Training and New Store Opening for the Company
since  1999. He joined the Company in 1998 as Training Manager. Prior to joining
the  Company,  Mr.  Hill  was Director of Training for Whataburger for 15 years.

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, 2003,
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 (17 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)
5529  St.  Andrews  Ct
Plano, Texas 75093                      (a)                                 (a)

Newcastle  Partners,  L.P.
Newcastle  Capital  Management,  L.P.
Newcastle  Capital  Group,  L.L.C.  (b)
300  Crescent  Court,  Ste.  1110
Dallas,  TX  75201                   3,568,100                          35.440%

Ronald  W.  Parker  (c)
3551  Plano  Parkway
The Colony, TX 75056                 1,018,173                           9.987%

Steve  A.  Ungerman  (d)                30,566                     Less than 1%
Butler  E.  Powell  (c)                 35,000                     Less than 1%
Bobby  L.  Clairday  (e)                48,900                     Less than 1%
Steven  J.  Pully                          -0-                              -0-
Mark  E.  Schwarz  (b)               3,578,100                          35.580%
F.  Jay  Taylor  (c)                    20,000                     Less than 1%
B.  Keith  Clark  (c)(f)               168,486                           1.660%
Ward  T.  Olgreen  (c)                 167,739                           1.650%
Shawn M. Preator                        54,019                     Less than 1%
Danny  K. Meisenheimer                     210                     Less than 1%

All  Directors  and
Executive  Officers  as  a
Group  (g)                           5,272,661                        52.091  %

(a)     Mr.  Rogers  was  a  Director  and the Company's Chief Executive Officer
until  August  21,  2002. For additional information, see "Severance Agreement".
On  August  21,  2002,  Mr.  Rogers  beneficially  owned approximately 3,650,000
shares, or approximately 35% of the total shares then outstanding. On January 3,
2003,  Mr.  Rogers  filed  with  the  Securities  Exchange  Commission  a Form 4
Statement  of  Changes  in  Beneficial  Ownership  showing  ownership of 205,000
shares,  or  approximately  2% of the total shares then outstanding. The Company
cannot  confirm  subsequent  changes, if any, in Mr. Rogers' ownership position.

(b)     Newcastle  Capital  Management, L.P. is the general partner of Newcastle
Partners,  L.P.,  Newcastle  Capital  Group,  L.L.C.  is  the general partner of
Newcastle  Management,  L.P.,  and  Mark  E.  Schwarz is the managing partner of
Newcastle  Partners,  L.P.  Accordingly,  each  of  Newcastle  Management, L.P.,
Newcastle  Group,  L.L.C., and Mark E. Schwarz may be deemed to beneficially own
the  shares  of  Common  Stock  beneficially  owned  by Newcastle Partners, L.P.

(c)  Includes  vested  options  and options vesting within 60 days of October 1,
2003  under the Company's stock option plans, as follows: 242,500 shares for Mr.
Parker;  12,500  shares  for  Mr.  Powell; 10,000 shares for Mr. Taylor; 106,500
shares  for  Mr. Clark; 76,500 shares for Mr. Olgreen; and 44,500 shares for Mr.
Preator.

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

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

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

(g)     Excludes  shares owned by Mr. Rogers who was a Director and an executive
officer  until  August  21,  2002.


                COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

     The  Board  currently  consists  of  seven  authorized  directors  and  one
non-voting  advisory  director  as  described  in  "Proposal  One:  Election  of
Directors"  on  page  2.

The  Board  has  established Audit, Compensation, Executive, Finance, Nominating
and  Governance,  and  Stock  Award Plan Committees. 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 Nominating and Governance Committee considers recommendations
for  and qualifications of nominees for Director, and provides senior management
guidance  in  matters  of  the  Company's  governance.     The  Nominating  and
Governance  Committee  will  consider nominees recommended by shareholders.  See
"Shareholder Proposals" for the procedures required to be followed in submitting
such  recommendations. The Stock Award Plan Committee administers the 1993 Stock
Award  Plan  and  the  1993  Outside  Directors  Stock  Award  Plan

     As of October 1, 2003, Messrs. Taylor, Powell, Pully, and Ungerman serve on
the  Audit  Committee;  Messrs.  Powell,  Taylor,  and  Ungerman  serve  on  the
Compensation  Committee;  Messrs.  Clairday  and Powell serve on the Stock Award
Plan  Committee;  Messrs.  Ungerman,  Parker, and Schwarz serve on the Executive
Committee;  Messrs.  Schwarz,  Parker,  Powell, and Taylor, serve on the Finance
Committee;  and Messrs. Taylor and Powell serve on the Nominating and Governance
Committee.

During  fiscal  year 2003, the Board of Directors held four meetings.  The Audit
Committee  met  four  times,  the  Compensation  Committee  met three times, the
Executive  Committee met twelve 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.

                         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 2003, stock options were granted to
outside  directors pursuant to such plan as follows: on July 1, 2002 options for
10,000  shares  were  granted  to  Mr. Powell at an exercise price of $1.280 per
share.

                             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 April 15,
2003.  Each  of  the members of the Audit Committee is independent as defined by
the  National  Association  of  Securities  Dealers'  listing  standards  and as
required  by  the  Sarbanes-Oxley  Act  of 2002 ("Act"). After a full review and
analysis,  the  Board  of  Directors  reaffirmed  that  each member of the Audit
Committee  is independent within the meaning of Rule 4200(a)(14) of the National
Association  of  Securities  Dealers'  listing  standards  and  the  rules  and
regulations  of  the  Securities  and  Exchange  Commission (the "SEC"), as such
requirements  are  defined  as  of the mailing date of this proxy statement. The
Board  of  Directors  has  also determined that at least one member of the Audit
Committee,  Mr.  Pully, is an "audit committee financial expert" (as defined by
SEC  rules  and regulations). For an overview of Mr. Pully's qualifications, see
the  section  entitled  "Biographies of Nominee Directors, Continuing Directors,
and  Advisory  Director"  above.

     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's systems of internal controls
regarding  finance,  accounting, legal compliance and ethics that management and
the  Board  have  established;  and  the  Company's  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  Committee  has  been  established  to:  (a)  assist  the  Board in its
oversight  responsibilities  regarding:  (1)  the  integrity  of  the  Company's
financial  statements,  (2)  the  Company's compliance with legal and regulatory
requirements,  and  (3)  the  independent  accountant's  qualifications  and
independence;  (b)  prepare  the report required by the United States Securities
and  Exchange Commission (the "SEC") for inclusion in the Company's annual proxy
statement;  (c)  retain  and terminate the Company's independent accountant; (d)
approve  audit  and  non-audit  services  to  be  performed  by  the independent
accountant;  and  (e) perform such other functions as the Board may from time to
time  assign  to  the  Committee.  In performing its duties, the Committee shall
seek  to  maintain  an  effective  working  relationship  with  the  Board,  the
independent  accountant,  and  management  of  the  Company.

     The  Audit Committee reviewed and discussed the Company's audited financial
statements  with  management.  The  Audit  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  Audit  Committee  the written
disclosures and the letter required by Independence Standards Board Standard No.
1  (Independence  Discussions  with  Audit  Committees), and the Audit 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 29, 2003 audited financial statements be included in the Company's
2003  Annual  Report  on  Form  10-K.

     In accordance with the rules of the Securities and Exchange Commission, the
foregoing information, which is required by Item 7 of Schedule 14A, shall not be
deemed  to  be  "soliciting  material",  or to be "filed" with the Commission or
subject to the Commission's Regulation 14A, other than as provided in that Item,
or  to  the liabilities of Section 18 of the Securities Exchange Act of 1934, as
amended,  except  to  the extent that the Company specifically requests that the
information be treated as soliciting material or specifically incorporates it by
reference into a document filed under the Securities Act of 1933, as amended, or
the  Securities  Exchange  Act  of  1934,  as  amended.

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

               Dr.  F.  Jay  Taylor,  Chairman
               Butler  E.  Powell
               Steven  J.  Pully
               Steve  A.  Ungerman


                           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 29, 2003, June 30, 2002, and June
24,  2001  (designated  as  years  2003,  2002,  and  2001).

<TABLE>
<CAPTION>



                                                   Annual Compensation
                                            -------------------------------
                                                                             Long-Term
                                                                            Compensation
                                                                                 Awards
                                                                         ------------------
                                                                                                       All
                                                                                Securities -           Other
Name                                                              Other Annual  Underlying Options  Compensation
                                                                  Compensation  Options                 (d)
(and Principal Position)       Year       Salary ($)    Bonus ($)   ($) (b)   (# of shares)
                             ------    -------------  ---------  -------------  ----------         -------------
<S>                          <C>            <C>              <C>       <C>           <C>                    <C>
C. Jeffrey Rogers . . . . . .  2003(a)$    126,308  $         0  $     15,772          0           $    422,000
(Former Chief . . . . . . . .  2002   $    663,523  $   361,000  $    242,702          0                      0
Executive Officer). . . . . .  2001   $    619,424  $   475,000  $    263,233     62,500                      0


Ronald W. Parker. . . . . . .  2003   $    537,755  $   275,000  $    179,050          0                      0
(President and Chief) . . . .  2002   $    507,885  $   277,300  $    287,863          0                      0
Executive Officer). . . . .  . 2001   $    473,892  $   275,000  $    203,945     62,500                      0


B. Keith Clark (Senior. . .  . 2003   $    186,035  $    53,325  $      2,993          0                      0
Vice President, Secretary,.  . 2002   $    161,884  $    42,500  $          0          0                      0
and General Counsel). .  . . . 2001   $    148,538  $    22,000  $          0     40,000                      0


Ward T. Olgreen . . .  . . . . 2003   $    160,904  $    34,700  $      3,769          0                      0
(Senior Vice President. . . .  2002   $    147,596  $    32,250  $          0          0                      0
of Franchise Operations and .  2001   $    134,615  $    17,250  $          0     37,500                      0
Concept Development)

Shawn M. Preator. . . . . . .  2003   $    139,650  $    42,750  $      3,042          0                      0
(Chief Financial Officer and.  2002   $    107,923  $    21,000  $          0          0                      0
Vice President of Distribution)2001   $     92,737  $    22,500  $          0     36,000                      0

Danny K. Meisenheimer . . . . .2003   $     65,244  $    13,000  $          0          0                      0
Vice President of
Marketing (c )

</TABLE>


<PAGE>

     (a)     Mr. Rogers was a Director and the Company's Chief Executive Officer
until  August  21,  2002.  Figures shown are for the period July 1, 2002 through
August  21,  2002.  For  additional  information,  see  "Severance  Agreement".

(b)     Includes:  for  Mr.  Rogers, life insurance benefits (which includes the
payment  of  related taxes) of $86,489 in 2002 and 2001, supplemental retirement
benefits  (which  includes  the payment of related taxes) of $43,860 in 2002 and
2001,  and life and disability insurance benefits (which includes the payment of
related taxes) of $11,050 in 2003, and $43,860 in 2002 and 2001; for Mr. Parker,
in 2003 a $150,000 allowance for life and disability benefits, secondary medical
benefits,  and  supplemental  retirement benefits, a car allowance of $17,330 in
2003,  and life insurance benefits (which includes the payment of related taxes)
of  $10,879  in  2003,  and  $77,546  in  2002 and 2001, supplemental retirement
benefits  (which  includes  the payment of related taxes) of $43,860 in 2002 and
2001,  and life and disability insurance benefits (which includes the payment of
related  taxes)  of  $43,860 in 2002 and 2001; in 2003 a car allowance of $2,993
for  Mr.  Clark,  $3,769  for  Mr.  Olgreen,  and  $3,042  for  Mr.  Preator.

(c)     Includes  compensation  for Mr. Meisenheimer from his employment date of
December  31,  2002.

(d)     Amounts  paid  pursuant to Severance Agreement dated August 21, 2002, as
follows:  severance  payments  of  $195,000 and $120,000; $50,000 for continuing
insurance  coverage;  $25,000 for executive recruiting services; and $32,000 for
legal  expenses.  For  additional  information,  see  "Severance  Agreement".

                 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 2003 and unexercised stock options held at the end
of  fiscal  year  2003  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 $2.15 on June 27, 2003, the
last  trading  day  of  the  Company's  fiscal  year.




                                                                      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)
---------      -------------    --------------  ----------------- --------------

Ronald W. Parker     --          --               242,500     (e)     $     -0-
                                                      -0-     (u)     $     -0-

B.  Keith  Clark     --          --               106,500     (e)     $   4,500
                                                      -0-     (u)     $     -0-

Ward  T.  Olgreen     --          --               76,500     (e)     $   4,500
                                                      -0-     (u)     $     -0-

Shawn  M.  Preator     --          --              44,500     (e)     $   4,500
                                                      -0-     (u)     $     -0-

Danny  K.  Meisenheimer     --          --            -0-     (e)     $     -0-
                                                      -0-     (u)     $     -0-

C.  Jeffrey  Rogers  (a)     --          --           -0-     (e)     $     -0-
                                                      -0-     (u)     $     -0-

(a)     Mr.  Rogers  was  a  Director  and the Company's Chief Executive Officer
until  August  21,  2002.  For additional information, see "Severance Agreement"
below.

(e)     Denotes  exercisable  options.
(u)     Denotes  unexercisable  options.


                        OPTION GRANTS IN LAST FISCAL YEAR

     During  fiscal year 2003 the Company did not grant any stock options to the
Chief  Executive  Officer  or  any  of  the  other  four most highly compensated
executive  officers  of  the  Company.

<TABLE>
<CAPTION>



         Individual Grants                                                             Potential Realizable Value at
                                                                                       Assumed Annual Rates of Stock
                                                                                       Price Appreciation for Option
                                                                                              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>

Ronald W. Parker           0             -            $ -              -                            $ -           $-


B. Keith Clark             0             -            $ -              -                            $ -           $-

Ward T. Olgreen            0             -            $ -               -                           $ -           $-

Shawn M. Preator           0             -            $ -               -                           $ -           $-

Danny K. Meisenheimer      0             -            $ -               -                           $ -           $-

C. Jeffrey Rogers (a)      0             -            $ -               -                           $ -           $-

</TABLE>
(a)   Mr.  Rogers  was  a  Director  and the Company's Chief Executive
Officer  until  August  21,  2001.  For  additional  information,  see
"Severance  Agreement"  below.


                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  non-employee  directors.

The  Compensation  Committee  and  the  Board  have  adopted  a  charter for the
Compensation  Committee  to  conform  to the Committee's responsibilities to the
revised  standards  of  Nasdaq, new rules adopted by the Securities and Exchange
Commission,  and  the  provisions  of  the  Sarbanes-Oxley  Act  of  2002.

     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.

     The Company intends for all compensation paid to its executives to be fully
deductible  under  federal  income  tax  laws. The Internal Revenue Code imposes
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 Ronald W. Parker, Chief Executive Officer of the Company
from  August  21,  2002,  is  determined  by  the  Compensation  Committee.

In  reviewing  Mr.  Parker's  agreement,  the  Compensation  Committee found his
compensation  terms  to be in line with compensation packages of chief executive
officers  at  similar  companies.  The bonus program established in Mr. Parker's
agreement  was  based on Company performance related to revenue, net income, new
store  openings,  store  sales, Company stock price, store closings, and Company
expenses.  Termination  provisions  were found to be industry competitive and in
line  with historical performance and expected future contributions, and help to
ensure  his  continued  leadership.  See  section entitled "Executive Employment
Contracts".

FORMER  CHIEF  EXECUTIVE  OFFICER

     The  salary  and bonus of C. Jeffrey Rogers, Chief Executive Officer of the
Company through August 21, 2002, was paid pursuant to his most recent Employment
Agreement,  effective  as  of  July  1,  1999,  as  amended  on  April 20, 2001.

EXECUTIVE  OFFICERS

     Salaries  of  the  executive  officers,  excluding Mr. Parker, are reviewed
annually  and  adjusted  based  on  competitive  practices,  changes in level of
responsibilities  and  individual  performance  measured  versus  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 highly skilled in the industry.

     Bonus  targets for the four most highly paid executive officers, other than
the  Chief  Executive Officer, are set annually. The 2003 bonuses for Mr. Clark,
Mr.  Olgreen,  Mr.  Preator,  and  Mr.  Meisenheimer  were  based  on individual
performance,  the  performance  of  departments within their responsibility, and
certain  goals  related  to  Company  operations  for  the  fiscal  year.

STOCK  OPTIONS

     The  Company  established  the  1993  Stock  Award  Plan for the purpose of
aligning employee and shareholder interests.  Under this plan, stock options are
granted  from  time  to  time  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. During fiscal year
2003,  the  Company  did  not  grant  stock  options  to  employees.

     Submitted  by  the:


                 COMPENSATION  COMMITTEE            STOCK AWARD PLAN COMMITTEE

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


                         EXECUTIVE EMPLOYMENT CONTRACTS

     Ronald W. Parker, B. Keith Clark, Ward T. Olgreen and Shawn M. Preator each
entered into an Employment Agreement with the Company on December 16, 2002 which
contained  the  following  provisions: (i) a term that currently extends through
December  31,  2007  for  Mr.  Parker  and  December 31, 2005 for Messrs. Clark,
Olgreen  and  Preator;  (ii)  the  respective  executive's  compensation will be
determined  each year by the Compensation Committee; (iii) each executive may be
terminated  with  or  without  cause,  with cause including, but not limited to,
breach  of  monetary  obligation  to  the  Company,  violation of the employment
agreement,  fraud  against  the  Company  and  failure  to substantially perform
required  duties, each as described in such agreement; (iv) each executive shall
receive  an  annual  salary not less than his current salary and a bonus for Mr.
Parker  of  not  less  than  fifty percent of his annual salary based on Company
performance  related  to  revenue,  net income, new store openings, store sales,
Company  stock price, store closings, and Company expenses, and a bonus for each
of  Messrs. Clark, Olgreen and Preator of not less than twenty percent  of their
respective  annual  salary  based  on individual performance, the performance of
departments  within  their  responsibility, and certain goals related to Company
operations  for  the  fiscal year; (v) each executive is bound by obligations to
the  Company  related  to  the  protection  of  the  Company's trade secrets and
confidential information; and (vi) each executive is bound to arbitrate disputes
related  to  their  employment  agreement.


     Mr.  Parker,  Mr.  Clark,  Mr.  Olgreen, or Mr. Preator 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. 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 four 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,  Mr.  Olgreen's,  or  Mr. Preator's employment without
cause,  or  if  Mr. Clark, Mr. Olgreen, or Mr. Preator terminates his employment
upon  a  "change of control", he will be entitled to a lump sum payment equal to
two and one-half 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 equal to the number of years by which the respective executive's compensation
is  multiplied  pursuant  to  any  severance  payments  made  to such executive.

     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 to extend through
June  30, 2004. Mr. Rogers' employment agreement terminated upon his resignation
from  the  Company  on  August  21,  2002.  Certain benefits and payments to Mr.
Rogers' provided for in the agreement ceased at that time. See the section below
entitled  "Severance  Agreement".



                               SEVERANCE AGREEMENT

     On  August  21,  2002,  Mr. Rogers and the Company entered into a Severance
Agreement and Release (the "Severance Agreement") in connection with Mr. Rogers'
resignation  of  this  position as a Director and Chief Executive Officer of the
Company.  Pursuant  to  the terms of the Severance Agreement, Mr. Rogers agreed,
among  other  things,  to (1) resign from all positions with the Company and its
affiliates,  (2)  generally  release  the  Company from potential claims that he
might have against the Company, including any claims for severance payment under
his  employment  agreement,  (3)  not  disclose  the  Company's  confidential
information,  and  (4)  enter  into  a  covenant  not  to  sue  the Company, its
affiliates,  officers,  or  employees.  In return, the Company agreed to pay Mr.
Rogers  approximately  $415,000,  consisting of accrued vacation, severance pay,
life  insurance  premiums, executive recruiting assistance, and legal fees, plus
the  amount  of  any  unpaid  salary  through  August  21,  2002.


                 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 was 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  agreed  to  subordinate  its  loan to an
existing  personal loan made by Wells Fargo to Mr. Rogers.  The Wells Fargo loan
was  secured  by  a  first  lien  on  the collateral pledged to the Company. The
principal  amount  outstanding  at  all  times  during  fiscal  year  2002  was
approximately  $1,949,000.  In  August  2002,  the Board, based upon a review of
certain  financial  information  provided  by  Mr.  Rogers,  determined that the
collection of the promissory note was doubtful. The Company recorded a charge in
the  fourth quarter of fiscal 2002 to fully reserve for the possible nonpayment.
On  August  21, 2002, Mr. Rogers resigned from the Company. On December 9, 2002,
Mr.  Rogers  repaid  the  loan  to  the  Company, including all accrued interest
expense  and  related  costs.  The  Company  reversed the pre-tax reserve in the
second  quarter  of  fiscal  2003.

On October 6, 1999, the Company loaned Ronald W. Parker, the Company's President
and Chief Operating Officer, approximately $557,000 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 $859,000. Mr. Parker paid
the  Company  approximately  $170,000 of the principal amount, leaving a current
principal loan balance at fiscal year end of approximately $689,000. All amounts
are  due  and  payable  on  each  loan  on  June  30,  2004.

     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 12 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  2003,
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  4%  of  the  Company's  franchise  revenues.


                              INDEPENDENT AUDITORS

     For  the Company's fiscal year beginning June 30, 2003, the Audit Committee
has  selected  BDO  Seidman  LLP certified public accountants as the independent
auditors  of  the Company for fiscal year 2004.  A representative of BDO Seidman
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.

For  fiscal 2004, BDO Seidman replaces PricewaterhouseCoopers LLP, which was the
Company's  independent  auditor  for  the  fiscal year ending June 29, 2003. The
Company does not anticipate that a representative of PricewaterhouseCoopers will
be  present  at the Annual Meeting, nor does it anticipate that a representative
will  be  available  to make a statement or to answer questions. The decision to
change  accountants  was  made  by  vote of the Board's Audit Committee, and the
dismissal  of PricewaterhouseCoopers became effective on October 8, 2003. During
fiscal  years  2002  and 2003, there were no disagreements between the Company's
senior  management  and  PricewaterhouseCoopers'  senior  audit personnel on any
matter of accounting principles or practices, financial statement disclosure, or
auditing  scope  or procedure such that would have caused PricewaterhouseCoopers
to have made reference to the subject matter of such disagreements in connection
with  its  audit  report.

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 29, 2003 and the reviews of the financial
statements  included in the Company's Forms 10-Q for that year were $129,540.

FINANCIAL  INFORMATION SYSTEM DESIGN AND IMPLEMENTATION FEES. During fiscal year
2003,  PricewaterhouseCoopers  LLP did not bill the Company for any professional
services  for  financial  information  systems  design  and  implementation.

ALL  OTHER  FEES. All other fees billed by PricewaterhouseCoopers LLP for fiscal
year  2003  totaled  $62,580,  including  audit-related  services of $13,656 and
non-audit  services  of $48,924. Non-audit services generally include fees for a
change  in a tax accounting method, tax return preparation, foreign tax analysis
and  calculation,  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 change in tax accounting
method  services,  tax return preparation, foreign tax analysis and calculation,
and  review  of  the  Company's  franchise  offering  circular  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.

                     SECTION  16(A)  BENEFICIAL  OWNERSHIP
                              REPORTING COMPLIANCE

     Section  16(a)  of the Securities Exchange Act of 1934 ("Act") 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 timely filed all
reports  required  by  Section  16(a)  of  the  Exchange  Act.

                              SHAREHOLDER PROPOSALS

     If  a  shareholder  wishes  to  present a proposal at the Annual Meeting of
Shareholders  tentatively  scheduled for December 14, 2004, the shareholder must
deliver his or her proposal to the Company at its principal executive offices no
later  than  July  7,  2004,  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  intends  to  submit  a matter for consideration at next
year's  meeting,  other  than  by  submitting  a  proposal to be included in the
Company's  proxy statement, the shareholder must give timely notice according to
the  Company's  bylaws. Those bylaws provide that, to be timely, a shareholder's
notice  must  be  received  by  the  Company's Corporate Secretary at 3551 Plano
Parkway,  The  Colony, Texas 75056, by October 25, 2004 but not before September
30,  2004.  For each matter the shareholder intends to bring before the meeting,
the  notice  must  specify:  (a) the name and address of the shareholder as they
appear  on  the  books of the Company; (b) the class and number of shares of the
Company's stock that are beneficially owned by the shareholder; (c) any material
interest  of  the  shareholder in the proposed business described in the notice;
(d)  if such business is a nomination for director, each nomination sought to be
made,  together  with  the  reasons  for  each  nomination, a description of the
qualifications  and business or professional experience of each proposed nominee
and  a  statement  signed  by  each nominee indicating his or her willingness to
serve  if  elected,  and  disclosing  the  information  about him or her that is
required  by  the Securities and Exchange Act of 1934, as amended (the "Exchange
Act"),  and  the rules and regulations promulgated thereunder to be disclosed in
the  proxy materials for the meeting involved if he or she were a nominee of the
Company for election as one of its directors; (e) if such business is other than
a  nomination  for  director,  the nature of the business, the reasons why it is
sought  to be raised and submitted for a vote of the shareholders and if and why
it  is  deemed by the shareholder to be beneficial to the Company; and (f) if so
requested  by  the  Company,  all other information that would be required to be
filed  with  the Securities and Exchange Commission (the "SEC") if, with respect
to  the business proposed to be brought before the meeting, the person proposing
such  business  was a participant in a solicitation subject to Section 14 of the
Exchange  Act.

                             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, 1998.   Prior to the first quarter of fiscal year 1998 and subsequent to the
second  quarter  of  fiscal year 2001, 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>


                                          Cumulative Total Return
                              6/28/1998    6/27/1999  6/25/2000  6/24/2001  6/30/2002  6/29/2003

<S>                        <C>                      <C>        <C>        <C>        <C>        <C>

PIZZA INN, INC. . . . . .          100.00      69.93      75.45      48.48      28.60      48.03
DOW JONES US TOTAL MARKET          100.00     115.99     131.10     111.93      92.17      93.20
DOW JONES US RESTAURANTS.          100.00     111.42      88.09      90.35     107.16      96.08

</TABLE>











                                  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  25,  2003,  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.    [X]




THE  BOARD  OF  DIRECTORS  RECOMMENDS  A  VOTE  FOR  ITEM  1.
Item  1.     ELECTION  OF  CLASS II DIRECTORS.
                                           Nominees: Steven J. Pully,
                                                     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:          ,  2003

                                   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 16, 2003



<PAGE>
     The  undersigned, revoking all proxies heretofore given, hereby appoints B.
Keith  Clark  and  Shawn  M.  Preator,  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  11:00  a.m.,  Dallas  time,  on Tuesday, December 16, 2003, 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>
