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<SEC-DOCUMENT>0000718332-03-000009.txt : 20030630
<SEC-HEADER>0000718332-03-000009.hdr.sgml : 20030630
<ACCEPTANCE-DATETIME>20030630161046
ACCESSION NUMBER:		0000718332-03-000009
CONFORMED SUBMISSION TYPE:	11-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20021231
FILED AS OF DATE:		20030630

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:		11-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-12919
		FILM NUMBER:		03764547

	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:	PANTERAS CORP
		DATE OF NAME CHANGE:	19901126

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CONCEPT DEVELOPMENT INC
		DATE OF NAME CHANGE:	19870212
</SEC-HEADER>
<DOCUMENT>
<TYPE>11-K
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>
                                PIZZA  INN,  INC.
                             401(K)  SAVINGS  PLAN

                           FINANCIAL  STATEMENTS  AND
                            SUPPLEMENTAL  SCHEDULES
                   WITH  REPORT  OF  INDEPENDENT  AUDITORS

                        DECEMBER  31,  2002  AND  2001

<PAGE>



                         REPORT OF INDEPENDENT AUDITORS

To  the  Participants  and  Administrator  of  the
  Pizza  Inn,  Inc.  401(k)  Savings  Plan:


In our opinion, the accompanying statements of net assets available for benefits
and  the  related  statement  of  changes  in  net assets available for benefits
present  fairly, in all material respects, the net assets available for benefits
of  Pizza  Inn,  Inc.  401(k) Savings Plan (the "Plan") at December 31, 2002 and
2001,  and  the  changes in net assets available for benefits for the year ended
December 31, 2002 in conformity with accounting principles generally accepted in
the  United States of America. These financial statements are the responsibility
of  the  Plan's management; our responsibility is to express an opinion on these
financial  statements  based  on  our  audits.  We conducted our audits of these
statements  in  accordance  with  auditing  standards  generally accepted in the
United  States  of  America, which require that we plan and perform the audit to
obtain  reasonable  assurance about whether the financial statements are free of
material  misstatement.  An  audit includes examining, on a test basis, evidence
supporting  the  amounts  and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and
evaluating  the  overall  financial statement presentation.  We believe that our
audits  provide  a  reasonable  basis  for  our  opinion.

Our  audits  were  conducted  for the purpose of forming an opinion on the basic
financial  statements  taken  as  a whole.  The supplemental schedules of assets
(held  at end of year) and reportable transactions are presented for the purpose
of  additional  analysis  and  are  not  a  required part of the basic financial
statements  but  are  supplementary  information  required  by the Department of
Labor's  Rules  and  Regulations for Reporting and Disclosure under the Employee
Retirement  Income  Security  Act of 1974.  These supplemental schedules are the
responsibility  of  the Plan's management.  The supplemental schedules have been
subjected  to  the  auditing  procedures  applied  in  the  audits  of the basic
financial  statements,  and,  in  our opinion, are fairly stated in all material
respects  in  relation  to  the  basic  financial  statements  taken as a whole.




PRICEWATERHOUSECOOPERS LLP
Dallas,  Texas
May  30,  2003


<PAGE>
PIZZA  INN,  INC.  401(K)  SAVINGS  PLAN
TABLE  OF  CONTENTS
- -------------------





                                                                           Page
                                                                           ----

Report  of  Independent  Auditors                                             1

Financial  Statements:

     Statements  of  Net  Assets  Available  for  Benefits                    2

     Statement  of  Changes  in  Net  Assets  Available  for  Benefits        3

     Notes  to  Financial  Statements                                      4-10

Supplemental  Schedules:

     Schedule  of  Assets  (Held  at  End  of  Year)  (Schedule  I)          11

     Schedule  of  Reportable  Transactions  (Schedule  II)                  12





Note:  Other  schedules  required  by Section 2520.103 - 10 of the Department of
Labor's  Rules  and  Regulations for Reporting and Disclosure under the Employee
Retirement  Income Security Act ("ERISA") of 1974 have been omitted because they
are  not  applicable.



Exhibits  (filed  herewith)

23.1     Consent  of  Independent  Auditors

99.1     Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.2     Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



PIZZA  INN,  INC.  401(K)  SAVINGS  PLAN
STATEMENTS  OF  NET  ASSETS  AVAILABLE  FOR  BENEFITS
- -----------------------------------------------------
DECEMBER  31,  2002  AND  2001
- ------------------------------

<TABLE>
<CAPTION>

                                                                    2002         2001
                                                                 -----------  -----------
<S>                                                              <C>          <C>
Investments, at fair value:
  Mutual funds, at fair value . . . . . . . . . . . . . . . . .  $1,020,573   $1,260,624
  Pizza Inn, Inc. common stock, at market value (434,088 and
    304,422 shares at December 31, 2002 and 2001, respectively)   1,001,181      468,414
  Participant loans . . . . . . . . . . . . . . . . . . . . . .     124,466      136,829
                                                                 -----------  -----------

  Total investments . . . . . . . . . . . . . . . . . . . . . .   2,146,220    1,865,867

Liabilities:
  Excess contributions payable. . . . . . . . . . . . . . . . .      (9,315)      (1,418)
                                                                 -----------  -----------

  Net assets available for benefits . . . . . . . . . . . . . .  $2,136,905   $1,864,449
                                                                 -----------  -----------

</TABLE>

   The accompanying notes are an integral part of these financial statements.


PIZZA  INN,  INC.  401(K)  SAVINGS  PLAN
STATEMENT  OF  CHANGES  IN  NET  ASSETS AVAILABLE  FOR  BENEFITS
- ------------------------
DECEMBER  31,  2002  AND  2001
- ------------------------------



<TABLE>
<CAPTION>



<S>                                                    <C>
                                                             2002
                                                       ----------
Additions to net assets attributed to:
  Investment income:
    Net appreciation in the fair value of
      investments (see Note 4). . . . . . . . . . . .  $   69,977
    Interest and dividends. . . . . . . . . . . . . .      23,708

  Contributions:
    Participant . . . . . . . . . . . . . . . . . . .     325,836
    Employer. . . . . . . . . . . . . . . . . . . . .      89,883
    Participant rollover. . . . . . . . . . . . . . .       8,092
                                                       ----------

      Total additions . . . . . . . . . . . . . . . .     517,496
                                                       ----------

Deductions from net assets attributed to:
  Benefits paid to participants and other deductions.     245,040
                                                       ----------

      Total deductions. . . . . . . . . . . . . . . .     245,040
                                                       ----------

        Net increase. . . . . . . . . . . . . . . . .     272,456

Net assets available for benefits:
  Beginning of year . . . . . . . . . . . . . . . . .   1,864,449
                                                       ----------

  End of year . . . . . . . . . . . . . . . . . . . .  $2,136,905
                                                       ----------


</TABLE>

   The accompanying notes are an integral part of these financial statements.


PIZZA  INN,  INC.  401(K)  SAVINGS  PLAN
NOTES  TO  FINANCIAL  STATEMENTS
- --------------------------------

1.     DESCRIPTION  OF  THE  PLAN

     Pizza  Inn,  Inc.  401(k) Savings Plan ("Plan") was approved and adopted by
the  board  of  directors of Pizza Inn, Inc. ("Company") on May 30, 1985 and was
implemented  on  July  1,  1985.  The  Plan  is qualified under sections 401(a),
401(k)  and  501(a)  of  the Internal Revenue Code ("Code") and, accordingly, is
exempt  from  federal income taxes.  On January 1, 2002, the Plan was amended to
comply  with  the  Economic Growth and Tax Relief Reconciliation Act signed into
law  on June 8, 2001.  The financial statements are prepared with the assumption
that  the  Plan  has  maintained  its  exemption  under  the  Code (see Note 3).

     The  following  description  of the Plan's provisions provides only general
information.  Participants  should refer to the Plan agreement for more complete
information  regarding  the  Plan's definitions, benefits, eligibility and other
matters.  The  Plan  agreement  is  controlling  at  all  times.


          INVESTMENT  ALTERNATIVES

     A  participant may direct contributions in any combination of the following
investment  alternatives:

- -     FIDELITY  ADVISORS  HIGH  YIELD  FUND

     This  fund seeks a high level of income and the potential for capital gains
by  investing  primarily in high-yield, fixed income and zero coupon securities,
such  as  bonds,  debentures  and  notes,  convertible securities, and preferred
stocks.

- -     FRANKLIN  SMALL-CAP  GROWTH  FUND

     This  fund  seeks  long-term  capital  appreciation  by investing in equity
securities  of  companies  with a market capitalization of less than $1 billion.

- -     JANUS  FUND

     This  fund  seeks  capital  appreciation  consistent  with  preservation of
capital  by  investing in common stocks of companies and industries experiencing
favorable  demand  for  their  products  and  services.

- -     SCUDDER  GROWTH  &  INCOME  FUND

     This  fund seeks growth of capital, current income, and growth of income by
investing  in  dividend-paying  common stocks, preferred stocks, and convertible
securities  with  growth  potential.

- -     WELLS  FARGO  STABLE  RETURN  FUND

     This  fund  seeks  safety of principal while providing low-volatility total
return  by  investing  primarily  in guaranteed investment contracts, guaranteed
investment  contract  alternatives,  marketable  securities,  and  money  market
instruments.

- -     WELLS  FARGO  DIVERSIFIED  BOND  FUND

     This  fund  seeks  to  provide total return by diversifying its investments
among  three  different  fixed-income  investment  styles.  The  fund  follows a
multi-style  approach  seeking  to reduce the price and return volatility of the
fund  and  to  provide  the  potential  for  more  consistent  returns.

- -     WELLS  FARGO  INDEX  FUND

     This  fund  seeks  to  replicate  the  return  of the Standard & Poor's 500
Composite  Stock Price Index by investing in substantially all the stocks of the
index  in  substantially  the  same  weightings  as  the  Index.

- -     DREYFUS  SMALL  COMPANY  VALUE  FUND

     This  fund  seeks  capital appreciation by investing in stocks of companies
with  relatively  low  price  to  book  ratios, low price to earnings ratios, or
higher  than  average  dividend  payments.

- -     MFS  MID-CAP  GROWTH  FUND

     This  fund  seeks long-term growth of capital by investing in common stocks
and  related  securities  of medium-sized companies, which the fund's investment
advisor  believes  have  above-average  growth  potential.

- -     AMERICAN  CENTURY  INTERNATIONAL  GROWTH  FUND

     This  fund  seeks capital growth by investing primarily in common stocks of
foreign  companies  with  the  potential  for  capital  appreciation.

- -     AMERICAN  CENTURY  EQUITY  INCOME  FUND

     This  fund  seeks  to provide current income with capital appreciation as a
secondary  objective.  The fund pursues this objective by looking for securities
with  a  favorable income-paying history that have prospects for income payments
to  continue or increase as well as looking for undervalued securities that have
the  potential  for  an  increase  in  price.

- -     PIZZA  INN,  INC.  COMMON  STOCK  ACCOUNT

     This  fund  invests solely in the common stock of Pizza Inn, Inc.  The cost
of  the  common  stock at December 31, 2002 and 2001 was $1,059,290 and $987,721
respectively.

     PARTICIPATION

     The  Plan participation requirements allow employees who have six months of
service  with the Company and who are 21 years of age or older to participate in
the  Plan.  At  December  31, 2002 and 2001, employees participating in the Plan
approximated  102  and  90,  respectively.

     Participants  can  defer  up  to  15%  of  their  salary  toward  Plan
contribu-tions.  Matching  contributions  can  be  made at the discretion of the
Company.  Company  matching  contributions  for the plan year ended December 31,
2002  equaled  50%  up  to the first 4% of the participants' contributions.  The
matching  Company  contribution  is  invested directly in Pizza Inn, Inc. common
stock.  Participants  are  not  able to move the employer matching contributions
out  of  the Pizza Inn, Inc. common stock and into other investment options.  In
addition,  at  the  election  of  the  board  of directors, the Company may make
discretionary contributions.  There were no discretionary contributions made for
the  year  ended December 31, 2002.  Rollover contributions from other qualified
plans  can  be  added  to  the  plan  by  eligible  participants.

     For  the  plan  year  ended  December 31, 2002, the Plan failed the average
deferral percentage discrimination testing.  In order to continue as a qualified
plan,  the  excess  participant  contributions  must be refunded to participants
during  the  following  Plan  year.  Such  amounts  refunded to participants are
reflected  as  excess  contributions payable to participants on the statement of
net  assets  available  for  benefits.

     PARTICIPANT  ACCOUNTS

     Each  participant's account is credited with the participant's contribution
and  an allocation of the Company's contribution and plan earnings.  The benefit
to  which a participant is entitled is the benefit that can be provided from the
participant's  vested  accounts.

          VESTING

Participant  contributions,  and the earnings thereon, are fully and immediately
vested.  Company  contributions vest at the rate of 25% per year over four years
of  service.

     FORFEITURES

     There  were  no  unallocated  forfeited,  nonvested  account balances as of
December  31,  2002  and  2001.  Forfeitures  of  unvested  Company  matching
contributions  by  terminated employees are accumulated and periodically applied
to  reduce  the  Company's  matching contributions for the applicable plan year.
Employer contributions were reduced by $4,223 from forfeited, nonvested accounts
during  the  year  ended  December  31,  2002.

     PARTICIPANT  LOANS

     Participants may obtain a loan from the Plan in an amount not to exceed 50%
of  their vested balance up to a maximum of $50,000.  The minimum loan available
is  $1,000.  Loans  bear interest at a rate of 2% over prime, are collateralized
by  the  participant's  vested  account  balance  and  are repaid over a maximum
repayment  term  of up to fifteen years.  Principal and interest is paid ratably
through  monthly  payroll  deductions.








     PAYMENT  OF  BENEFITS

Terminating  participants are entitled to receive 100% of their contributions to
the  Plan and any income or loss thereon, as well as their vested portion of the
Company  contributions  and  any  income  or  loss thereon.  Generally, benefits
attributable  to  employer  contributions  are not payable prior to termination.
However,  hardship distributions of a portion of the employee's contribution and
employer's contribution, to the extent vested, may be made to the participant in
certain  situations,  as  defined  in  the  Plan.

     Terminated  employees  may  continue  to  participate  in the Plan, and the
expenses  related  to  their  participation  are  paid  by  the  Company.

     PLAN  TERMINATION

     Although  it  has  not expressed any intent to do so, the Company maintains
the  right  to  terminate  the  Plan at any time.  In the event that the Plan is
terminated,  the  participants  become  100%  vested  in  their  accounts.

2.     SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES

     BASIS  OF  PRESENTATION

     The  Plan's  financial statements are presented using the accrual method of
accounting  in  conformity  with  generally  accepted  accounting  principles.

     INVESTMENTS  AND  INVESTMENT  INCOME

     The Plan's investments are exposed to various risks, such as interest rate,
market  and  credit risks.  Due to the level of risk associated with investments
in  mutual  funds and stocks, it is at least reasonably possible that changes in
the values of such investments will occur in the near term and that such changes
could  materially affect participants' account balances and the amounts reported
in  the  statements  of  net  assets  available  for  benefits.

     The  investments  are valued at fair value or the ending net asset value on
the  last  business  day  of the Plan year.  Investments in the Company's common
stock  are  valued  at the fair value as determined by the closing quoted market
price  on  December  31,  2002  and 2001.  Purchases and sales of securities are
recorded  on  a  trade-date  basis.

     Investment  income  and  dividends  are  recognized  when  earned.

     DETERMINATION  OF  UNREALIZED APPRECIATION/DEPRECIATION AND GAIN OR LOSS ON
INVESTMENTS

     The  Plan  presents in the Statement of Changes in Net Assets Available for
Benefits  the  net  appreciation  (depreciation)  in  the  fair  value  of  its
investments,  which consists of the realized gains or losses, and the unrealized
appreciation  (depreciation)  on  those  investments.

     Unrealized  appreciation  or  depreciation in the fair value of investments
held  at  year-end  and  gain or loss on sale of investments during the year are
determined  using  the fair value at the beginning of the year or purchase price
if  acquired  during  the  year.

     PLAN  EXPENSES

     Audit  fees,  other  miscellaneous  expenses  and  all  other  costs  of
administering  the  Plan are paid by the Company and therefore are not reflected
in  the  Plan's financial statements.  Certain transaction costs, although borne
by  the  Plan,  are  specifically  charged  to  the  individual  participant who
initiated  the  transaction  by  reducing  their  balance  in  Plan  assets.

     PARTICIPANT  LOANS

     Participant loans are valued at original loan value, plus accrued interest,
less principal repayments, which approximates fair value.  Interest rates on the
loans  range  from 6.25% to 11.5% and 7% to 11.5% at December 31, 2002 and 2001,
respectively,  with  maturity  dates  of  fifteen  years  or  less.

     PAYMENT  OF  BENEFITS

     Benefits  are  recorded  when  paid.

     USE  OF  ESTIMATES

     The  preparation  of  financial  statements  in  conformity  with generally
accepted  accounting  principles   requires  Plan management to make significant
estimates  and  assumptions  that  affect  the  reported  amounts  of  assets,
liabilities,  and  changes  therein,  and  disclosure  of  contingent assets and
liabilities.  Actual  results  could  differ significantly from those estimates.

3.     TAX  STATUS  OF  THE  PLAN

     Management  believes that the Plan is qualified under section 401(a) of the
Internal  Revenue  Code  and  therefore,  the Plan is exempt from taxation under
section 501(a).  The Internal Revenue Service ("IRS") granted a favorable letter
of  determination  to  the  Plan  in  1986.  During  1997  and 2001, the Company
received  favorable  letters of determination from the IRS for amendments to the
Plan.  Generally,  contri-butions  to  a  qual-ified  plan are deductible by the
Company  when  made.  Earnings of the Plan are tax deferred and participants are
not  taxed  on  their  benefits  until  withdrawn  from  the  Plan.

     Management  is  unaware of any variations in the operation of the Plan from
the  terms  of  the Plan documents, as amended.  Management believes the Plan is
qualified  under the applicable sections of the Code and the Employee Retirement
Income  Security  Act  of  1974  ("ERISA").












4.     INVESTMENTS

     The  following presents investments that represent 5% or more of the Plan's
net  assets:


<TABLE>
<CAPTION>

                                         DECEMBER 31,
                                        -------------
  INVESTMENT                          2002         2001
- --------------------------------  -------------  --------
<S>                               <C>            <C>
  Pizza Inn, Inc. common stock*.  $   1,001,181  $468,414
  Janus Fund . . . . . . . . . .        270,322   376,015
  Scudder Growth & Income Fund .        111,694   129,788
  Franklin Small-Cap Growth Fund        180,266   263,263
  Wells Fargo Stable Return Fund        115,713   141,023
  Participant loans. . . . . . .        124,466   136,829
</TABLE>

*Nonparticipant-directed  (Note  5)

     During  2002,  the  Plan's  investments  (including  gains  and  losses  on
investments  bought  and  sold,  as  well  as  held during the year) appreciated
(depreciated)  in  value  by  $69,977  as  follows:

<TABLE>
<CAPTION>



<S>                                                  <C>
Mutual funds. . . . . . . . . . . . . . . . . . . .  $(321,290)
Common/collective funds . . . . . . . . . . . . . .      7,056
Pizza Inn, Inc. common stock. . . . . . . . . . . .    384,211
                                                     ----------

  Net appreciation in the fair value of investments  $  69,977
                                                     ----------

</TABLE>



5.     NONPARTICIPANT-DIRECTED  INVESTMENTS

     Employer contributions are automatically invested in Pizza Inn, Inc. common
stock.  Employees  also  have  the  option of investing their contribution, or a
portion  thereof,  in  Pizza  Inn, Inc. common stock.  Since the activity of the
nonparticipant-directed  and  participant-directed investments are combined, the
entire  investment  option is considered nonparticipant-directed for purposes of
this  disclosure.  Information  about  the  net  assets  and  the  significant
components  of  the  changes  in  net assets relating to nonparticipant-directed
investments  is  as  follows:


<TABLE>
<CAPTION>

                                       DECEMBER 31,
                                    -------------
                                    2002         2001
                                -------------  --------
<S>                             <C>            <C>
Investments, at fair value
  Pizza Inn, Inc. common stock  $   1,001,181  $468,414
                                -------------  --------
</TABLE>

<TABLE>
<CAPTION>



<S>                                                <C>
                                                   YEAR ENDED
                                                   DECEMBER 31,
                                                            2002
                                                   --------------

Changes in Net Assets:
  Employer contributions. . . . . . . . . . . . .  $      94,106
  Participant contributions . . . . . . . . . . .         45,506
  Net appreciation. . . . . . . . . . . . . . . .        384,211
  Benefits paid to participants . . . . . . . . .       (119,523)
  Transfers from participant-directed investments        128,467
                                                   --------------

    Net Increase. . . . . . . . . . . . . . . . .  $     532,767
                                                   --------------
</TABLE>





     1.       PARTY-IN-INTEREST  TRANSACTIONS

Certain plan investments are shares of Pizza Inn, Inc. Common Stock.  Pizza Inn,
Inc.  sponsors  the  plan;  therefore,  this  investment  is  considered  a
party-in-interest  transaction.  The  Plan  recorded  purchases of  $289,485 and
sales  of  $140,929  of  the  Company's stock during the year ended December 31,
2002.

Certain  Plan  investments  are shares of mutual funds managed by Wells Fargo or
its  affiliates.  This institution serves as trustee to the Plan and, therefore,
these  investments  qualify as party-in-interest transactions.  In addition, the
Plan  has  a  program  to provide loans to participants and therefore these also
qualify  as  party-in-interest  transactions.




<PAGE>





                             SUPPLEMENTAL SCHEDULES


<PAGE>

<TABLE>
<CAPTION>
PIZZA  INN,  INC.  401(K)  SAVINGS  PLAN     SCHEDULE  I
SCHEDULE  H,  LINE  4I  -  SCHEDULE  OF  ASSETS  (HELD  AT  END  OF  YEAR)
- --------------------------------------------------------------------------
AS  OF  DECEMBER  31,  2002

                                                          DESCRIPTION OF INVESTMENT
                                                          INCLUDING MATURITY DATE,
     IDENTITY OF ISSUE, BORROWER,                      RATE OF INTEREST, COLLATERAL,                         CURRENT
       LESSOR OR SIMILAR PARTY                               PAR OR MATURITY VALUE          COST               VALUE
     ---------------------------------                ------------------------------        -----             ------
<S>                                                   <C>                                <C>
* Pizza Inn, Inc.                                     Common Stock                        1,059,290           1,001,181
* Wells Fargo Stable Return Fund                      Common/Collective fund                                    115.713
  Fidelity Advisors High Yield Fund. . . . . . . . .  Mutual Fund                                                56,288
  MFS Mid-Cap Growth Fund. . . . . . . . . . . . . .  Mutual Fund                                                49,413
  Dreyfus Small Company Value Fund . . . . . . . . .  Mutual Fund                                                58,720
  Franklin Small-Cap Growth Fund . . . . . . . . . .  Mutual Fund                                               180,266
  American Century International
    Growth Fund. . . . . . . . . . . . . . . . . . .  Mutual Fund                                                12,144
* Wells Fargo Diversified Bond Fund  Mutual Fund      Mutual Fund                                                42,669
  Janus Fund . . . . . . . . . . . . . . . . . . . .  Mutual Fund                                               270,322
  Scudder Growth and Income Fund . . . . . . . . . .  Mutual Fund                                               111,694
  American Century Equity Income Fund. . . . . . . .  Mutual Fund                                                78,570
* Wells Fargo Index Fund                              Mutual Fund                                                44,774
* Participant loans                                   General purpose loans,
                                                      maturing from 2003-2007
                                                      bearing interest at 6.25%
                                                      to 11.5%                                                  124,466
                                                                                                          -------------

          Total assets held for investment purposes                                                       $   2,146,220
                                                                                                          -------------
<FN>

*     Party-in  interest
**     Cost  not  required  for  participant-directed  investments.


</TABLE>


PIZZA  INN,  INC.  401(K)  SAVINGS  PLAN     SCHEDULE  II
SCHEDULE  H,  LINE  4J  -  SCHEDULE  OF  REPORTABLE  TRANSACTIONS
- -----------------------------------------------------------------
FOR  THE  YEAR  ENDED  DECEMBER  31,  2002
- ------------------------------------------

<TABLE>
<CAPTION>





                                                     TOTAL             TOTAL          TOTAL          TOTAL
                                                  NUMBER OF        DOLLAR VALUE    NUMBER OF    DOLLAR VALUE    NET GAIN
IDENTITY OF PARTY       DESCRIPTION OF ASSET      PURCHASES        OF PURCHASES       SALES        OF SALES    OR (LOSS)
- --------------------    ---------------------- --------  ------------  -------------  -------------  --------  ---------


Series of transactions within the plan year with respect to securities of the same issue that, when aggregated, involve
 more than 5% of the current value of plan assets:
<S>                               <C>                   <C>                <C>            <C>            <C>       <C>
Pizza Inn, Inc.. . . . . .  Common Stock             37  $            289,485
Pizza Inn, Inc. . .  . . .  Common Stock                                               30     $     140,929   (77,179)
</TABLE>



















</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>doc2.txt
<TEXT>
                         CONSENT OF INDEPENDENT AUDITORS



We  hereby  consent  to  the  incorporation  by  reference  in  the Registration
Statement  on Form S-8 (No. 33-56590) of Pizza Inn, Inc. of our report dated May
30,  2003  relating  to  the  financial statements of the Pizza Inn, Inc. 401(k)
Savings  Plan,  which  appears  in  this  Form  11-K.






PricewaterhouseCoopers  LLP
Dallas,  Texas
June  27,  2003






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>doc3.txt
<TEXT>
                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANCES-OXLEY ACT OF 2002


In connection with the Annual Report of Pizza Inn, Inc. 401(k) Savings Plan (the
"Plan")  on  Form 11-K for the period ending December 31, 2002 as filed with the
Securities  and Exchange Commission on the date hereof (the "Report"), I, Ronald
Parker,  President  and  Chief  Executive  Officer of Pizza Inn, Inc. (issuer of
securities  held  pursuant  to the Plan), certify, pursuant to 18 U.S.C. Section
1350,  as  adopted  pursuant  to  Section 906 pf the Sarbanes-Oxley Act of 2002,
that:

1.     The Report fully complies with the requirements of Section 13(a) or 15(d)
of  the  Securities  Exchange  Act  of  1934;  and

2.     The  information contained in the Report fairly presents, in all material
respects,  the  financial  condition  and  results  of  operations  of the Plan.

A  signed  original  of  this written statement required by Section 906 has been
provided  to  the administrator of the Plan and will be retained by the Plan and
furnished  to  the Securities and Exchange Commission or its staff upon request.

                                /s/ RONALD PARKER

                                  Ronald Parker
                      President and Chief Executive Officer
                                  June 27, 2003






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>5
<FILENAME>doc4.txt
<TEXT>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Annual Report of Pizza Inn, Inc. 401(k) Savings Plan (the
"Plan")  on  Form 11-K for the period ending December 31, 2002 as filed with the
Securities and  Exchange  Commission on the date hereof (the "Report"), I, Shawn
Preator,  Chief  Financial Officer of Pizza Inn, Inc. (Issuer of securities held
pursuant  to  the Plan), certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant  to  Section  906  of  the  Sarbannes-Oxley  Act  of  2002,  that:

1.     The Report fully complies with the requirements of Section 13(a) or 15(d)
of  the
Securities  Exchange  Act  of  1934;  and

2.     The  information contained in the Report fairly presents, in all material
respects,  the
Financial  condition  and  results  of  operations  of  the  Plan.

A  signed  original  of  this written statement required by Section 906 has been
provided  to  the administrator of the Plan and will be retained by the Plan and
furnished  to  the Securities and Exchange Commission or its staff upon request.

                                /s/ Shawn Preator

                                  Shawn Preator
                             Chief Financial Officer
                                  June 27, 2003






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