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<SEC-DOCUMENT>0000718332-04-000059.txt : 20041110
<SEC-HEADER>0000718332-04-000059.hdr.sgml : 20041110
<ACCEPTANCE-DATETIME>20041109165016
ACCESSION NUMBER:		0000718332-04-000059
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		7
CONFORMED PERIOD OF REPORT:	20040926
FILED AS OF DATE:		20041109
DATE AS OF CHANGE:		20041109

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:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-12919
		FILM NUMBER:		041130230

	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>10-Q
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>



                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C.  20549

                                    FORM 10-Q
(MARK  ONE)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT  OF  1934  FOR  THE  QUARTERLY  PERIOD  ENDED  SEPTEMBER  26,  2004.
                                                   --------------------

[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(D)  OF THE SECURITIES
EXCHANGE  ACT  OF  1934.

                        COMMISSION FILE NUMBER   0-12919

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


               MISSOURI                          47-0654575
     (STATE  OR  OTHER  JURISDICTION  OF     (I.R.S.  EMPLOYER
     INCORPORATION  OR  ORGANIZATION)     IDENTIFICATION  NO.)


                               3551 PLANO PARKWAY
                             THE COLONY, TEXAS 75056
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES,
                               INCLUDING ZIP CODE)

                                 (469) 384-5000
                         (REGISTRANT'S TELEPHONE NUMBER,
                              INCLUDING AREA CODE)

     INDICATE  BY  CHECK  MARK  WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED  TO  BE  FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934  DURING THE PRECEDING 12 MONTHS (OR SUCH SHORTER PERIOD THAT THE REGISTRANT
WAS  REQUIRED  TO  FILE  SUCH  REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING
REQUIREMENTS  FOR  THE  PAST  90  DAYS.  YES [X]  NO [ ]

     INDICATE  BY  CHECK MARK WHETHER THE REGISTRANT IS AN ACCELERATED FILER (AS
DEFINED  IN  RULE  12  B-2  OF  THE  EXCHANGE  ACT).  YES [ ]     NO [X]

     AT  NOVEMBER 5, 2004, AN AGGREGATE OF 10,108,639 SHARES OF THE REGISTRANT'S
COMMON  STOCK,  PAR  VALUE  OF  $.01  EACH (BEING THE REGISTRANT'S ONLY CLASS OF
COMMON  STOCK),  WERE  OUTSTANDING.






<PAGE>


                                 PIZZA INN, INC.

                                      Index
                                      -----


PART  I.    FINANCIAL  INFORMATION

Item  1.     Financial  Statements                                          Page
- --------     ---------------------                                          ----

Condensed  Consolidated Statements of Operations for the three months ended
     September  26,  2004  and  September  28,  2003  (unaudited)              3


Condensed  Consolidated  Statements  of  Comprehensive Income for the three
months  ended  September  26,  2004  and  September  28,  2003 (unaudited)     3

Condensed  Consolidated  Balance  Sheets  at September 26, 2004 (unaudited)
     and  June  27,  2004                                                      4

Condensed  Consolidated Statements of Cash Flows for the three months ended
     September  26,  2004  and  September  28,  2003  (unaudited)              5

Notes  to  Condensed  Consolidated  Financial  Statements (unaudited)          7

 Item 2.
 -------
     Management's  Discussion  and  Analysis  of
     -------------------------------------------
    Financial Condition and Results of Operations                             11
    ---------------------------------------------
Item 3.
- -------
     Quantitative  and  Qualitative  Disclosures  about  Market  Risk         14

     ----------------------------------------------------------------

Item  4.     Controls  and  Procedures                                        14
- --------     -------------------------



PART  II.   OTHER  INFORMATION

Item  1.     Legal  Proceedings                                               15
- --------     ------------------

Item  4.     Submission  of  Matters  to  a  Vote  of  Security  Holders      16
- --------     -----------------------------------------------------------

Item  5.     Other  Information                                               16
- --------     ------------------

Item  6.     Exhibits  and  Reports  on  Form  8-K                            16
- --------     -------------------------------------

     Signatures                                                               17


<TABLE>
<CAPTION>

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


                                                                      THREE MONTHS ENDED
                                                                  --------------------
                                                               SEPTEMBER 26,      SEPTEMBER 28,
REVENUES:                                                           2004               2003
                                                            --------------------  --------------
<S>                                                         <C>                   <C>
  Food and supply sales. . . . . . . . . . . . . . . . . .  $            12,822   $       13,498
  Franchise revenue. . . . . . . . . . . . . . . . . . . .                1,340            1,451
  Restaurant sales . . . . . . . . . . . . . . . . . . . .                  255              406
  Other income . . . . . . . . . . . . . . . . . . . . . .                    4               21
                                                            --------------------  --------------
                                                                         14,421           15,376
                                                            --------------------  --------------

COSTS AND EXPENSES:
  Cost of sales. . . . . . . . . . . . . . . . . . . . . .               12,193           12,597
  Franchise expenses . . . . . . . . . . . . . . . . . . .                  629              814
  General and administrative expenses. . . . . . . . . . .                1,022            1,041
  Interest expense . . . . . . . . . . . . . . . . . . . .                  136              160
                                                            --------------------  --------------
                                                                         13,980           14,612
                                                            --------------------  --------------

INCOME BEFORE INCOME TAXES . . . . . . . . . . . . . . . .                  441              764

  Provision for income taxes . . . . . . . . . . . . . . .                  156              260
                                                            --------------------  --------------

NET INCOME . . . . . . . . . . . . . . . . . . . . . . . .  $               285   $          504
                                                            ====================  ==============

BASIC EARNINGS PER COMMON SHARE. . . . . . . . . . . . . .  $              0.03   $         0.05
                                                            ====================  ==============

DILUTED EARNINGS PER COMMON SHARE. . . . . . . . . . . . .  $              0.03   $         0.05
                                                            ====================  ==============

WEIGHTED AVERAGE COMMON SHARES . . . . . . . . . . . . . .               10,134           10,059
                                                            ====================  ==============

WEIGHTED AVERAGE COMMON AND
  POTENTIAL DILUTIVE COMMON SHARES . . . . . . . . . . . .               10,169           10,086
                                                            ====================  ==============

                   CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                            (IN THOUSANDS)

                                                                        THREE MONTHS ENDED
                                                                     ------------------------
                                                                   SEPTEMBER 26,.  SEPTEMBER 28,
                                                                           2004             2003
                                                            --------------------  --------------

  Net Income . . . . . . . . . . . . . . . . . . . . . . .  $               285   $          504
  Interest rate swap gain (loss) - (net of tax (expense)
  benefit of $20 and ($63), respectively). . . . . . . . .                  (39)             122
                                                            --------------------  --------------
  Comprehensive Income . . . . . . . . . . . . . . . . . .  $               246   $          626
                                                            ====================  ==============

<FN>

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

<TABLE>
<CAPTION>

                                       PIZZA INN, INC.
                            CONDENSED CONSOLIDATED BALANCE SHEETS
                             (IN THOUSANDS, EXCEPT SHARE AMOUNTS)


                                                                   SEPTEMBER 26,    JUNE 27,
ASSETS                                                                 2004           2004
                                                                  ---------------  ----------
<S>                                                               <C>              <C>
                                                                    (UNAUDITED)
CURRENT ASSETS
  Cash and cash equivalents. . . . . . . . . . . . . . . . . . .  $          231   $     617
  Accounts receivable, less allowance for doubtful
    accounts of $298 and $310, respectively. . . . . . . . . . .           3,160       3,113
  Accounts receivable - related parties. . . . . . . . . . . . .             890         912
  Notes receivable, current portion, less allowance
    for doubtful accounts of $62 and $59, respectively . . . . .              60          50
  Notes receivable - related parties . . . . . . . . . . . . . .              54          54
  Inventories. . . . . . . . . . . . . . . . . . . . . . . . . .           1,912       1,713
  Deferred taxes, net. . . . . . . . . . . . . . . . . . . . . .             203         183
  Prepaid expenses and other . . . . . . . . . . . . . . . . . .             384         415
                                                                  ---------------  ----------
      Total current assets . . . . . . . . . . . . . . . . . . .           6,894       7,057

Property, plant and equipment, net . . . . . . . . . . . . . . .          12,823      12,756
Property under capital leases, net . . . . . . . . . . . . . . .              17          18
Deferred taxes, net. . . . . . . . . . . . . . . . . . . . . . .             157         105
Long-term notes receivable, less allowance
    for doubtful accounts of $0 and $3, respectively . . . . . .               -           -
Re-acquired development territory. . . . . . . . . . . . . . . .             768         866
Deposits and other . . . . . . . . . . . . . . . . . . . . . . .              95         104
                                                                  ---------------  ----------
                                                                  $       20,754   $  20,906
                                                                  ===============  ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable - trade . . . . . . . . . . . . . . . . . . .  $        2,138   $   1,246
  Accrued expenses . . . . . . . . . . . . . . . . . . . . . . .           1,988       2,109
  Current portion of long-term debt. . . . . . . . . . . . . . .             406         406
  Current portion of capital lease obligations . . . . . . . . .              10          10
                                                                  ---------------  ----------
    Total current liabilities. . . . . . . . . . . . . . . . . .           4,542       3,771

LONG-TERM LIABILITIES
  Long-term debt . . . . . . . . . . . . . . . . . . . . . . . .           6,734       7,937
  Long-term capital lease obligations. . . . . . . . . . . . . .              21          23
  Other long-term liabilities. . . . . . . . . . . . . . . . . .             494         458
                                                                  ---------------  ----------
                                                                          11,791      12,189
                                                                  ---------------  ----------

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY
  Common Stock, $.01 par value; authorized 26,000,000 shares;
    issued 15,031,319 and 15,031,319 shares, respectively;
    outstanding  10,133,674 and 10,133,674 shares, respectively.             150         150
  Additional paid-in capital . . . . . . . . . . . . . . . . . .           7,975       7,975
  Retained earnings. . . . . . . . . . . . . . . . . . . . . . .          20,663      20,378
  Accumulated other comprehensive loss . . . . . . . . . . . . .            (341)       (302)
  Treasury stock at cost,
    Shares in treasury: 4,897,645 and 4,897,645, respectively. .         (19,484)    (19,484)
                                                                  ---------------  ----------
    Total shareholders' equity . . . . . . . . . . . . . . . . .           8,963       8,717
                                                                  ---------------  ----------
                                                                  $       20,754   $  20,906
                                                                  ===============  ==========

<FN>

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


<TABLE>
<CAPTION>

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


                                                                               THREE MONTHS ENDED
                                                                              --------------------
                                                                           SEPTEMBER 26,       SEPTEMBER 28,
                                                                                2004               2003
                                                                        --------------------  ---------------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                     <C>                   <C>
  Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $               285   $          504
  Adjustments to reconcile net income to
    cash provided by operating activities:
    Depreciation and amortization. . . . . . . . . . . . . . . . . . .                  287              266
    Provision for bad debt . . . . . . . . . . . . . . . . . . . . . .                   15               15
    Utilization of deferred taxes. . . . . . . . . . . . . . . . . . .                  (52)             323
  Changes in assets and liabilities:
    Notes and accounts receivable. . . . . . . . . . . . . . . . . . .                  (50)            (565)
    Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . .                 (199)             (56)
    Accounts payable - trade . . . . . . . . . . . . . . . . . . . . .                  892              449
    Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . .                 (121)             171
    Prepaid expenses and other . . . . . . . . . . . . . . . . . . . .                   69              (52)
                                                                        --------------------  ---------------
    CASH PROVIDED BY OPERATING ACTIVITIES. . . . . . . . . . . . . . .                1,126            1,055
                                                                        --------------------  ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:

  Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . .                 (307)            (146)
                                                                        --------------------  ---------------
    CASH USED FOR INVESTING ACTIVITIES . . . . . . . . . . . . . . . .                 (307)            (146)
                                                                        --------------------  ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Repayments of long-term bank debt and capital lease obligations, net               (1,205)          (1,143)
  Officer loan payment . . . . . . . . . . . . . . . . . . . . . . . .                    -                2
  Proceeds from exercise of stock options. . . . . . . . . . . . . . .                    -               20
                                                                        --------------------  ---------------
    CASH USED FOR FINANCING ACTIVITIES . . . . . . . . . . . . . . . .               (1,205)          (1,121)
                                                                        --------------------  ---------------

Net decrease in cash and cash equivalents. . . . . . . . . . . . . . .                 (386)            (212)
Cash and cash equivalents, beginning of period . . . . . . . . . . . .                  617              399
                                                                        --------------------  ---------------
Cash and cash equivalents, end of period . . . . . . . . . . . . . . .  $               231   $          187
                                                                        ====================  ===============

<FN>

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


<TABLE>
<CAPTION>

                SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
                                 (IN THOUSANDS)
                                   (UNAUDITED)


                                                THREE MONTHS ENDED
                                              -------------------
                                         SEPTEMBER 26,     SEPTEMBER 28,
                                             2004               2003
                                      -------------------  --------------

CASH PAYMENTS FOR:
<S>                                   <C>                  <C>
  Interest . . . . . . . . . . . . .  $               137  $          166
  Income taxes . . . . . . . . . . .                   50               -

<FN>

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

                                 PIZZA INN, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

(1)     The  accompanying  condensed  consolidated financial statements of Pizza
Inn, Inc. (the "Company") have been prepared without audit pursuant to the rules
and  regulations of the Securities and Exchange Commission.  Certain information
and footnote disclosures normally included in the financial statements have been
omitted  pursuant  to  such  rules  and regulations.  The condensed consolidated
financial  statements  should  be  read  in  conjunction  with  the notes to the
Company's  audited  condensed consolidated financial statements in its Form 10-K
for  the  fiscal  year ended June 27, 2004. Certain prior year amounts have been
reclassified  to  conform  with  current  year  presentation.

In  the opinion of management, the accompanying unaudited condensed consolidated
financial  statements  contain  all  adjustments necessary to fairly present the
Company's  financial position and results of operations for the interim periods.
All  adjustments  contained  herein  are  of  a  normal  recurring  nature.

     The  Company  elected  to follow APB No. 25, and related Interpretations in
accounting  for  employee  stock  options  because  the  alternative  fair value
accounting  provided  for  under  SFAS  No.  123,  "Accounting  for  Stock Based
Compensation,"  requires  use of option valuation models that were not developed
for  use  in  valuing  employee  stock  options.  Under  APB No. 25, because the
exercise price of our employee stock options equals or exceeds the fair value of
the  underlying  stock  on  the  date  of  grant,  no  compensation  expense  is
recognized.

Pro forma information regarding net income and earnings per share is required to
be  determined  as  if  the  Company had accounted for its stock options granted
subsequent to June 25, 1995 under the fair value method of SFAS No. 123.     For
purposes of pro forma disclosures, the estimated fair value of the stock options
is  amortized  over  the  option  vesting  periods.  The  Company's  pro  forma
information  follows  (in thousands, except for earnings per share information):

<TABLE>
<CAPTION>




                                                      THREE MONTHS ENDED
                                                     -------------------
                                                 SEPTEMBER 26,     SEPTEMBER 28,
                                                     2004               2003
                                              -------------------  --------------
<S>                                           <C>                  <C>
Net income, as reported. . . . . . . . . . .  $               285  $          504
Deduct:  Total stock-based employee
  compensation expense determined under fair
  value based method for all awards, net of
  related tax effects. . . . . . . . . . . .                    -               -
                                              -------------------  --------------

Pro forma net income . . . . . . . . . . . .  $               285  $          504

Earnings per share
  Basic-as reported. . . . . . . . . . . . .  $              0.03  $         0.05
  Basic-pro forma. . . . . . . . . . . . . .  $              0.03  $         0.05

  Diluted-as reported. . . . . . . . . . . .  $              0.03  $         0.05
  Diluted-pro forma. . . . . . . . . . . . .  $              0.03  $         0.05


</TABLE>



The  effects  of  applying  SFAS  No.  123  in this pro forma disclosure are not
indicative  of  future amounts as the pro forma amounts above do not include the
impact  of  additional  awards  anticipated  in  future  years.

(2)  The  Company  entered  into  an agreement effective March 28, 2004 with its
current  lender to provide a $4.0 million revolving credit line that will expire
October  1,  2005, replacing a $7.0 million line that was due to expire December
31,  2004. Interest on the revolving credit line is payable monthly. Interest is
provided  for at a rate equal to prime less an interest rate margin from 1.0% to
0.5%  or,  at  the  Company's option, at the LIBOR rate plus 1.25% to 1.75%. The
interest  rate  margin  is  based  on  the  Company's  performance under certain
financial  ratio tests. A 0.375% to 0.5% annual commitment fee is payable on any
unused  portion  of  the  revolving  credit  line.  As of September 26, 2004 and
September  28,  2003,  the  variable interest rates were 4.5% and 2.62%, using a
prime  and  LIBOR  rate  basis,  respectively.  Amounts  outstanding  under  the
revolving  credit  line  as  of  September  26, 2004 and September 28, 2003 were
$99,000  and  $1.8  million,  respectively.

The  Company  entered into an agreement effective December 28, 2000, as amended,
with  Wells  Fargo  to  provide  up  to  $8.125  million  of  financing  for the
construction of the Company's new headquarters, training center and distribution
facility.  The  construction loan converted to a term loan effective January 31,
2002  with  the  unpaid  principal balance to mature on December 28, 2007.  This
term  loan will amortize over a term of twenty years, with principal payments of
$34,000  due  monthly.  Interest  on  this  term  loan  is also payable monthly.
Interest  is  provided for at a rate equal to prime less an interest rate margin
of  0.75%  or,  at  the  Company's  option,  to  the LIBOR rate plus 1.5%. As of
September  26,  2004  and  September 28, 2003, the LIBOR variable interest rates
used  were  3.31  %  and  2.61%,  respectively.  The  Company,  to  fulfill bank
requirements,  has  caused  the  outstanding principal amount to be subject to a
fixed  interest  rate  by utilizing an interest rate swap agreement as discussed
below.  The  $8.125 million term loan had an outstanding balance of $7.0 million
at  September  26,  2004  and  $7.4  million  at  September  28,  2003.

(3)     The  Company  entered  into an interest rate swap effective February 27,
2001,  as amended, designated as a cash flow hedge, to manage interest rate risk
relating  to the financing of the construction of the Company's headquarters and
to  fulfill  bank  requirements.  The  swap  agreement  has a notional principal
amount  of $8.125 million with a fixed pay rate of 5.84% which began November 1,
2001  and will end November 19, 2007.  The swap's notional amount amortizes over
a  term  of  twenty  years to parallel the terms of the term loan. SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" requires that for
cash flow hedges, which hedge the exposure to variable cash flow of a forecasted
transaction, the effective portion of the derivative's gain or loss be initially
reported  as  a component of other comprehensive income in the equity section of
the  balance  sheet  and  subsequently  reclassified  into  earnings  when  the
forecasted  transaction  affects  earnings.  Any  ineffective  portion  of  the
derivative's gain or loss is reported in earnings immediately.  At September 26,
2004  there  was no hedge ineffectiveness. The Company's expectation is that the
hedging  relationship  will  continue  to  be  highly  effective  at  achieving
offsetting  changes  in  cash  flows.

(4)     On  January  18,  2002,  the  Company was served with a lawsuit filed by
Blakely-Witt  &  Associates, Inc. alleging that the Company sent or caused to be
sent  unsolicited facsimile advertisements.  The Company has vigorously defended
its  position in this litigation.  In July 2004 the court preliminarily approved
a  settlement  agreement  among  all parties and certified the matter as a class
action for settlement purposes only.  Under the settlement agreement the Company
would  pay  an  amount  that  will not materially affect the Company's financial
performance.  At  a  hearing  on  September 13, 2004 the court entered its final
order  and  judgment  approving  the  settlement  agreement  and  certifying the
settlement  class. Pursuant to the settlement agreement the Company paid $90,000
in  full  and final settlement of all actual and potential claims of the members
and  potential  members  of  the  certified  settlement  class.  The final order
dismissed  with  prejudice all pending and potential claims against the Company.

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


<TABLE>
<CAPTION>


                                                          INCOME               SHARES      PER SHARE
                                                        (NUMERATOR)         (DENOMINATOR)    AMOUNT
                                                 -------------------------  -------------  ----------
<S>                                                   <C>                        <C>            <C>
THREE MONTHS ENDED SEPTEMBER 26, 2004
BASIC EPS
  Income Available to Common Shareholders . . .  $           285                  10,134  $     0.03
  Effect of Dilutive Securities - Stock Options                                       35
                                                                           --------------
  DILUTED EPS
  Income Available to Common Shareholders
  & Assumed Conversions . . . . . . . . . . . .  $           285                   10,169  $     0.03
                                                 =================           =============  ==========

  THREE MONTHS ENDED SEPTEMBER 28, 2003
  BASIC EPS
  Income Available to Common Shareholders . . .  $           504                   10,059  $     0.05
  Effect of Dilutive Securities - Stock Options                                        27
                                                                            --------------
  DILUTED EPS
  Income Available to Common Shareholders
  & Assumed Conversions . . . . . . . . . . . .  $           504                   10,086  $     0.05
                                                 ================            =============  ==========

</TABLE>

(6)  Summarized  in  the  following tables are net sales and operating revenues,
operating  profit,  and  geographic  information  (revenues)  for  the Company's
reportable  segments  for  the  three months period ended September 26, 2004 and
September  28,  2003  (in  thousands).


<TABLE>
<CAPTION>


                                           SEPTEMBER 26,              SEPTEMBER 28,
                                               2004                        2003
                                     -------------------------  --------------------------
<S>                                              <C>                     <C>

NET SALES AND OPERATING REVENUES:
Food and Equipment Distribution               $12,822                    $13,498
Franchise and Other                             1,595                      1,857
Intersegment revenues                              85                        147
                                     -------------------------  --------------------------
Combined                                       14,502                     15,502
Other revenues                                      4                         21
Less intersegment revenues                        (85)                      (147)
                                     -------------------------  --------------------------
Consolidated revenues                 $        14,421     $               15,376
                                     =========================  ==========================

OPERATING PROFIT:
Food and Equipment Distribution (1)              $306                       $694
Franchise and Other (1)                           690                        657
Intersegment profit                                22                         41
                                     -------------------------  --------------------------
Combined                                        1,018                      1,392
Other profit                                        4                         21
Less intersegment profit                          (22)                       (41)
Corporate administration and other               (559)                      (608)
                                     -------------------------  --------------------------
Income before taxes                  $            441   $                    764
                                     =========================  ==========================

GEOGRAPHIC INFORMATION (REVENUES):
United States                                 $13,964                    $14,941
Foreign countries                                 457                        435
                                     -------------------------  --------------------------
Consolidated total                    $        14,421     $               15,376
                                     =========================  ==========================
<FN>

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

ITEM  2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION AND
- --------------------------------------------------------------------------------
RESULTS  OF  OPERATIONS
- -----------------------

                   CRITICAL ACCOUNTING POLICIES AND ESTIMATES

          Management's  discussion  and  analysis  is  based  on  the Company's
condensed  consolidated  financial  statements  and  related footnotes contained
within  this  report.  The  Company's  critical  accounting policies used in the
preparation  of  those condensed consolidated financial statements are discussed
below.

     The  preparation  of  financial  statements  in  conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect  the  amounts reported in the financial statements and
accompanying  notes.  Significant  estimates  made  by  management  include  the
allowance  for  doubtful  accounts,  inventory  valuation,  deferred  tax  asset
valuation  allowances,  and  legal  accruals.   Actual results could differ from
those  estimates.

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

     Franchise  revenue  consists  of  income  from license fees, royalties, and
Territory  sales.  License  fees  are  recognized  as income when there has been
substantial performance of the agreement by both the franchisee and the Company,
generally  at  the  time the unit is opened.  Royalties are recognized as income
when  earned.

     Territory  sales  are  the  fees  paid  by  selected experienced restaurant
operators  to  the  Company  for  the  right to develop Pizza Inn restaurants in
specific geographical territories.  The Company recognizes the fee to the extent
its  obligations  are  fulfilled  and  of  cash  received.

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

     Accounts  receivable  consist primarily of receivables from food and supply
sales  and  franchise  royalties.  The  Company records a provision for doubtful
receivables  to  allow  for  any amounts which may be unrecoverable and is based
upon  an  analysis  of  the  Company's  prior  collection  experience,  customer
creditworthiness,  and  current  economic  trends.

     Notes  receivable  primarily  consist  of  notes  from  franchisees for the
purchase  of  area development and master license territories, trade receivables
and  equipment  purchases.  These notes generally have terms ranging from one to
five  years and interest rates of 6% to 12%. The Company records a provision for
doubtful  receivables to allow for any amounts which may be unrecoverable and is
based  upon  an  analysis of the Company's prior collection experience, customer
creditworthiness,  and  current  economic  trends.

     The  Company  has  recorded  a valuation allowance to reflect the estimated
amount  of deferred tax assets that may not be realized based upon the Company's
analysis  of  existing  tax  credits  by  jurisdiction  and  expectations of the
Company's  ability to utilize these tax attributes through a review of estimated
future  taxable  income  and  establishment  of tax strategies.  These estimates
could  be  impacted  by  changes in future taxable income and the results of tax
strategies.

     The  Company  assesses  its exposures to loss contingencies including legal
and  income  tax  matters  based  upon factors such as the current status of the
cases and consultations with external counsel and provides for an exposure if it
is  judged  to  be probable and estimable. If the actual loss from a contingency
differs  from  management's  estimate,  operating  results  could  be  impacted.

                              RESULTS OF OPERATIONS

   QUARTER ENDED SEPTEMBER 26, 2004 COMPARED TO THE QUARTER ENDED SEPTEMBER 28,
                                      2003.

     Diluted  earnings per share for the quarter were $0.03 versus $0.05 for the
same  period  last  year.  Net  income for the quarter decreased 43% to $285,000
from  $504,000  for  the  same  quarter  last  year.

     Food  and  supply  sales  by  the Company's Norco division include food and
paper  products, equipment, marketing material, and other distribution revenues.
Food  and  supply  sales for the quarter decreased 5% or $676,000 to $12,822,000
from  $13,498,000  compared  to the same period last year primarily due to lower
sales  prices  on  certain  key  ingredients.

     Franchise  revenue,  which includes income from royalties, license fees and
area  development  and foreign master license (collectively, "Territory") sales,
decreased  8% or $111,000 for the quarter compared to the same period last year.
This  decrease is primarily due to lower international royalties, resulting from
the  collection  of  previously unrecorded past due royalties in the prior year.

     Restaurant  sales,  which  consist  of  revenue  generated by Company-owned
training  stores decreased 37% or $151,000 for the quarter, compared to the same
period of the prior year.   Last year included the operations of a Company-owned
buffet  unit  which was sold in February 2004. Additionally, comparable sales at
the  other  Company-owned  buffet  unit  were  lower.

     Other  income  consists  primarily  of  interest  income,  third  party
commissions,  and  non-recurring  revenue  items.  Other income decreased 81% or
$17,000  primarily  due  to  lower  interest  income.

     Cost  of  sales  decreased  3% or $404,000 for the quarter primarily due to
staff reductions. Cost of sales, as a percentage of sales, increased to 93% from
91%  for  the same quarter last year.  The percentage increase is due to overall
lower  sales  prices  of  certain  key  ingredients  as  described  above.

     Franchise  expenses  include  selling,  general and administrative expenses
directly  related  to  the  sale  and  continuing  service  of  franchises  and
Territories.  These  costs decreased 23% or $185,000 for the quarter compared to
the  same  period  last  year  primarily  due  staff  reductions.

     General and administrative expenses decreased 2% or $19,000 for the quarter
compared  to  the  same period last year.  This is primarily the result of staff
reductions  offset  by  higher  legal  and  consulting  fees.

     Interest  expense  decreased 15% or $24,000 for the quarter compared to the
same  period  of  the  prior  year  due  to  lower  debt  balances.

     Provision  for  income  taxes decreased 40% or $104,000 in the current year
due to lower income as described above.  The effective tax rate was 35% compared
to  34%  in  the  prior  year.


<PAGE>
                         LIQUIDITY AND CAPITAL RESOURCES

     Cash  flows  from  operating  activities  are  generally  the result of net
income,  deferred  taxes,  depreciation and amortization, and changes in working
capital.  In  the first quarter of fiscal 2005, the company generated cash flows
of  $1,126,000  from  operating  activities  as compared to $1,055,000 in fiscal
2004.  Cash  provided  by operations was utilized primarily to pay down debt and
acquire  land  for  a  new  Company  store.

     Cash  flows  used  in  investing activities primarily reflect the Company's
capital  expenditure  strategy. In the first quarter of fiscal 2005, the Company
used cash of $307,000 for investing activities as compared to $146,000 in fiscal
2004.  The  cash flow used during fiscal 2005 was primarily used to acquire land
for  a  new  Company  store.

     Cash  flows  used for financing activities generally reflect changes in the
Company's  borrowings  during  the  period,  treasury  stock  transactions,  and
exercise  of  stock  options.  Net  cash  used  for  financing  activities  was
$1,205,000  in  the  first  quarter  of fiscal 2005 as compared to cash used for
financing  activities  of  $1,121,000  in  fiscal  2004.

     Management believes that future operations will generate sufficient taxable
income,  along  with the reversal of temporary differences, to fully realize the
deferred  tax  asset, net of a valuation allowance of $137,000 primarily related
to  the  potential  expiration  of  certain  foreign  tax  credit carryforwards.
Additionally,  management  believes  that  taxable income based on the Company's
existing  franchise base should be more than sufficient to enable the Company to
realize  its  net  deferred  tax asset without reliance on material, non-routine
income.

     The  Company  entered  into  an agreement effective March 28, 2004 with its
current  lender to provide a $4.0 million revolving credit line that will expire
October  1,  2005, replacing a $7.0 million line that was due to expire December
31,  2004.  Interest  on the revolving credit line is payable monthly.  Interest
is  provided for at a rate equal to prime less an interest rate margin from 1.0%
to 0.5% or, at the Company's option, at the LIBOR rate plus 1.25% to 1.75%.  The
interest  rate  margin  is  based  on  the  Company's  performance under certain
financial  ratio tests. A 0.375% to 0.5% annual commitment fee is payable on any
unused  portion  of  the  revolving  credit  line.  As of September 26, 2004 and
September  28,  2003,  the  variable  interest  rates  were  4.5%  and  2.62%,
respectively,  using  a  prime  and  LIBOR  rate  basis,  respectively.  Amounts
outstanding  under  the  revolving  credit  line  as  of  September 26, 2004 and
September  28,  2003  were  $99,000  and  $1.8  million,  respectively.

     On July 7, 2004, B. Keith Clark resigned as Senior Vice President-Corporate
Development,  Secretary  and  General  Counsel  of  the  Company.  Mr. Clark has
notified  the Company that he has reserved his right to assert that the election
of Ramon D. Phillips and Robert B. Page to the board of directors of the Company
at  the  February  2004  annual meeting of shareholders constituted a "change of
control" under his employment agreement and/or that he was entitled to terminate
his  contract  for  "good  reason".  Pursuant  to  the  terms  of the employment
agreement,  the  Company has initiated an arbitration proceeding to resolve this
dispute.  The  arbitration  proceeding  is  in  the  preliminary  stages and the
Company  is unable to predict the outcome of the proceeding at this time. In the
event  the  Company  is  unsuccessful  in  this proceeding, the Company could be
liable  to  Mr.  Clark  for up to $762,000. The employment agreements of each of
Ronald  W.  Parker,  Ward  T.  Olgreen  and  Shawn  M.  Preator  contain similar
provisions  and  the  potential  amounts payable to each of them are as follows:
$5.4 million to Mr. Parker, $630,000 to Mr. Olgreen and $597,000 to Mr. Preator.
The  aggregate  of  these  payments  for which the Company would be obligated is
approximately $7.4 million.  The Company disagrees with Mr. Clark's claim that a
"change  of  control"  has occurred under his employment agreement or that he is
entitled  to  terminate  his  contract  for "good reason".  The Board obtained a
written  legal  opinion that the "change of control" provision was not triggered
by  the  results  of  its  February  2004  annual meeting.  The Company plans to
vigorously  defend our position in the matter; however, we cannot assure that we
will prevail in this matter and our defense could be costly and consume the time
of  our management.  We are unable to predict the outcome of this matter, and no
accrual  has  been  made as of September 26, 2004.  An adverse resolution of the
matter could materially affect our financial position and results of operations.

                     CONTRACTUAL OBLIGATIONS AND COMMITMENTS

     The  following  chart  summarizes all of the Company's material obligations
and  commitments  to make future payments under contracts such as debt and lease
agreements  as  of  September  26,  2004  (in  thousands):

<TABLE>
<CAPTION>



                                                 Fiscal Year   Fiscal Years   Fiscal Years   After Fiscal
<S>                                  <C>           <C>            <C>            <C>            <C>
                                           Total . .    2005        2006 - 2007  2008 - 2009    Year 2009
- -----------------------------------  ------------  -------------  -------------  -------------  ---------
Long-term debt. . . . . . . . . . .  $      7,140  $         406  $         911  $       5,823        $ -
Operating lease obligations . . . .         2,553          1,013          1,217            266         57
Capital lease obligations (1) . . .            31             10             21              -          -
                                     ------------  -------------  -------------  -------------        ---
Total contractual cash obligations.  $      9,724  $       1,429  $       2,149  $       6,089        $57
                                     ============  =============  =============  =============        ===
</TABLE>

(1)  Does  not  include  amount  representing  interest.

                            FORWARD-LOOKING STATEMENT

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

ITEM  3.  QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT  MARKET  RISK
- --------------------------------------------------------------------------

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

     At  September 26, 2004 the Company has approximately $7 million of variable
rate  debt  obligations  outstanding  with  a  weighted average interest rate of
3.03%.  A  hypothetical  10%  change  in  the  effective interest rate for these
borrowings,  assuming  debt  levels at September 26, 2004, would change interest
expense  by  approximately $5,000 for the three months ended September 26, 2004.
As  discussed  previously,  the  Company  has entered into an interest rate swap
designed  to manage the interest rate risk relating to $7million of the variable
rate  debt.

ITEM  4.   CONTROLS  AND  PROCEDURES
- ------------------------------------

a)     Evaluation  of  disclosure  controls  and  procedures.  Based  on  their
evaluation  as  of  a  date  within 90 days of the filing date of this Quarterly
Report  on  Form  10-Q,  the Company's principal executive officer and principal
financial  officer  have  concluded  that  the Company's disclosure controls and
procedures  (as  defined  in  Rules 13a-14(c) and 15d-14(c) under the Securities
Exchange  Act  of  1934  (the  "Exchange  Act"))  are  effective  to ensure that
information  required to be disclosed by the Company in reports that it files or
submits  under  the Exchange Act is recorded, processed, summarized and reported
within  the  time  periods specified in Securities and Exchange Commission rules
and  forms.  Our  Chief  Executive  Officer and our Chief Financial Officer have
evaluated  the effectiveness of our disclosure controls and procedures as of the
end of the period covered by this Quarterly Report, and they have concluded that
as  of  that  date  our  disclosure  controls  and  procedures were effective at
ensuring  that  required  information will be disclosed on a timely basis in our
reports  filed  under  the  Exchange  Act.

b)     Changes in internal controls.   There were no  significant changes to our
internal  controls  or  in  other  factors  that  could significantly affect our
internal  controls  subsequent  to  the  date  of  their evaluation by our Chief
Executive  Officer  and  our  Chief  Financial  Officer.

PART  II.  OTHER  INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS
- ----------------------------

     On  January  18,  2002,  the  Company  was  served  with a lawsuit filed by
Blakely-Witt  &  Associates, Inc. alleging that the Company sent or caused to be
sent  unsolicited facsimile advertisements.  The Company has vigorously defended
its  position in this litigation.  In July 2004 the court preliminarily approved
a  settlement  agreement  among  all parties and certified the matter as a class
action for settlement purposes only.  Under the settlement agreement the Company
would  pay  an  amount  that  will not materially affect the Company's financial
performance.  At  a  hearing  on  September 13, 2004 the court entered its final
order  and  judgment  approving  the  settlement  agreement  and  certifying the
settlement  class. Pursuant to the settlement agreement the Company paid $90,000
in  full  and final settlement of all actual and potential claims of the members
and  potential  members  of  the  certified  settlement  class.  The final order
dismissed  with  prejudice all pending and potential claims against the Company.

     On July 7, 2004, B. Keith Clark resigned as Senior Vice President-Corporate
Development,  Secretary  and  General  Counsel  of  the  Company.  Mr. Clark has
notified  the Company that he has reserved his right to assert that the election
of Ramon D. Phillips and Robert B. Page to the board of directors of the Company
at  the  February  2004  annual meeting of shareholders constituted a "change of
control" under his employment agreement and/or that he was entitled to terminate
his  contract  for  "good  reason".  Pursuant  to  the  terms  of the employment
agreement,  the  Company has initiated an arbitration proceeding to resolve this
dispute.  The  arbitration  proceeding  is  in  the  preliminary  stages and the
Company  is unable to predict the outcome of the proceeding at this time. In the
event  the  Company  is  unsuccessful  in  this proceeding, the Company could be
liable  to  Mr.  Clark  for up to $762,000. The employment agreements of each of
Ronald  W.  Parker,  Ward  T.  Olgreen  and  Shawn  M.  Preator  contain similar
provisions  and  the  potential  amounts payable to each of them are as follows:
$5.4 million to Mr. Parker, $630,000 to Mr. Olgreen and $597,000 to Mr. Preator.
The  aggregate  of  these  payments  for which the Company would be obligated is
approximately $7.4 million.  The Company disagrees with Mr. Clark's claim that a
"change  of  control"  has occurred under his employment agreement or that he is
entitled  to  terminate  his  contract  for "good reason".  The Board obtained a
written  legal  opinion that the "change of control" provision was not triggered
by  the  results  of  its  February  2004  annual meeting.  The Company plans to
vigorously  defend our position in the matter; however, we cannot assure that we
will prevail in this matter and our defense could be costly and consume the time
of  our management.  We are unable to predict the outcome of this matter, and no
accrual  has  been  made as of September 26, 2004.  An adverse resolution of the
matter could materially affect our financial position and results of operations.

On  October 5, 2004 the Company filed a lawsuit against the law firm Akin, Gump,
Strauss,  Hauer  & Feld, and J. Kenneth Menges, Jr., one of the firm's partners.
The  Petition  alleges  that  during  the  course of their representation of the
Company  on  matters  pertaining  to  board  of  director  and executive duties,
securities issues, and general corporate governance, the firm and Mr. Menges, as
the  firm's  partner  in  charge  of  its  engagement with the Company, breached
certain  fiduciary  responsibilities  to the Company by giving advice and taking
action  to  further the personal interests of certain of the Company's executive
officers  to  the  detriment  of the Company. Specifically, the Petition alleges
that  the  firm  and  Mr.  Menges assisted in the creation and implementation of
so-called  "golden parachute" agreements, which, in the opinion of the Company's
current  counsel,  provided for potential severance payments to those executives
in  amounts  that,  if  paid,  could expose the Company to significant financial
liability  and  that  could  have  a  material  adverse  effect on the Company's
financial  position. This matter is in its preliminary stages, and we are unable
to  predict  the  outcome  at  this  time.


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

     None

ITEM  5.  OTHER  INFORMATION
- ----------------------------

     None

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K
- -----------------------------------------------

(a)     Exhibits:

3.1     Amended  and  Restated  By-Laws  as adopted by the Board of Directors on
February  11, 2004 (filed as Item 5 on 8-K on February 11, 2004 and incorporated
herein  by  reference).

3.2     Restated Articles of Incorporation as amended on January 30, 1999 (filed
as  Exhibit  3.1 to the Company's Annual Report on Form 10-K for the fiscal year
ended  June  27,  1999  and  incorporated  herein  by  reference).

31.1     Certification of Chief Executive Officer as Adopted Pursuant to Section
302  of  the  Sarbanes-Oxley  Act  of  2002.

31.2     Certification of Chief Financial Officer as Adopted Pursuant to Section
302  of  the  Sarbanes-Oxley  Act  of  2002.

32.1     Certification of Chief Executive Officer as Adopted Pursuant to Section
906  of  the  Sarbanes-Oxley  Act  of  2002.

32.2     Certification of Chief Financial Officer as Adopted Pursuant to Section
906  of  the  Sarbanes-Oxley  Act  of  2002.

(b)     Form  8-K

On  September 29, 2004 the Company filed a report on Form 8-K, reporting a press
release  with  respect  to  earnings for the fourth quarter ended June 26, 2004.

On  October  6,  2004  the Company filed a report on Form 8-K, reporting a press
release  with  respect  to  a  complaint filed against the law firm of Akin Gump
Strauss  Hauer & Feld, the company's former counsel, and J. Kenneth Menges, Jr.,
one  of  the  firm's  partners.










<PAGE>
                                   SIGNATURES
                                   ----------




     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.


                                   PIZZA  INN,  INC.
                                   Registrant




                                   By:     /s/Ronald  W.  Parker
                                           ---------------------
                                        Ronald  W.  Parker
                                        President  and  Chief  Executive Officer






                                   By:     /s/Shawn  M.  Preator
                                           ---------------------
                                        Shawn  M.  Preator
                                        Chief  Financial  Officer








Dated:  November  9,  2004
<PAGE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>doc2.txt
<TEXT>
H:\CORPORATE\ARTICLES\Bylaws021104
                          AMENDED AND RESTATED BY-LAWS
                                       OF
                                 PIZZA INN, INC.

                         (AS AMENDED FEBRUARY 11, 2004)

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


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

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


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


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


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


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


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


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

<PAGE>


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


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


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


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


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


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


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


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

Section  13.  Business  at  Shareholders'  Meeting.     [Deleted]
- --------------------------------------------------

<PAGE>

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


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


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


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


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


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


     Section  6.  Nominations  to  Board  of  Directors.     [Deleted]
     --------------------------------------------------


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


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

Section 2.  Regular Meetings.  Regular meetings of the Board of Directors may be
- ----------------------------
held  at  such  time  and  place as shall from time to time be determined by the
Board.


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


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


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


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


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


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


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



                              ARTICLE VI - OFFICERS
                              ---------------------

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


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


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


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


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


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



<PAGE>


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

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

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


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


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


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


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


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



<PAGE>


               ARTICLE VIII - CERTIFICATES OF STOCK AND TRANSFERS
               --------------------------------------------------


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


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


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


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


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


<PAGE>


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


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


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

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


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


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


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


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



<PAGE>


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


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


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


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



<PAGE>


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


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


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


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


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


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


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





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.2
<SEQUENCE>3
<FILENAME>doc3.txt
<TEXT>
                       RESTATED ARTICLES OF INCORPORATION
                                       OF
                                 PIZZA INN, INC.
                        (as amended on JANUARY 30, 1999)
     The  undersigned  being the President and Secretary of Pizza Inn, Inc. (the
"Corporation")  do hereby certify that the following RESTATEMENT OF THE ARTICLES
OF  INCORPORATION  OF  PIZZA INN, INC. (the "RESTATED ARTICLES") were adopted by
the unanimous consent of the Board of Directors of the Corporation on August 31,
1990, and the following RESTATED ARTICLES correctly set forth without change the
corresponding  provisions of the Articles of Incorporation of the Corporation as
theretofore  amended, and the following RESTATED ARTICLES supercede the original
Articles  of  Incorporation  of the Corporation and all amendments thereto.  The
incorporator  of  the  Corporation  was  Roy  Breeling, 5074 South 107th Street,
Omaha,  Nebraska  68127.
                             ARTICLE I
     The  name  of  this  Corporation  shall  be  PIZZA  INN,  INC.
                             ARTICLE II
     The  period  of  the  Corporation's  duration  is  perpetual.
                             ARTICLE III
3.1 The  purposes  for  which  this Corporation is organized are the following:
 (1)  To acquire, lease,  own, hold, manage, conduct and/or otherwise operate a
fast  food  service facility  and/or facilities, including, but not limited to,
food  vending facilities, and/or other connection therewith to conduct, perform
and/or  otherwise  operate  services  and  facilities  ancillary  thereto.
 (2)  To acquire, and  pay  for  in cash, stock or bonds of this Corporation or
otherwise,  the good  will,  rights,  assets  and property, and to undertake or
assume  the whole  or any part of the obligations or liabilities of any person,
firm,  association  or  corporation.
 (3)  To acquire, hold, use, sell, assign, mortgage, lease and grant licenses
and franchises in respect of, letters patent of the United States or any foreign
country,  patent  rights,  licenses and privileges, inventions, improvements and
processes,  copyrights,  trademarks  and  trade  names, relating to or useful in
connection  with  any  business  of  this  Corporation.
 (4) To  acquire  by  purchase,  subscription or otherwise and to receive, hold,
own,  guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise
dispose of or deal in and with any of the shares of the capital stock, or voting
trust  certificates  in  respect  of  the  shares  of  the capital stock, scrip,
warrants,  rights,  bonds,  debentures,  notes,  trust  receipts,  and  other
securities,  obligations,  choses  in  action  and  evidences of indebtedness or
interest  issued  or  created  by  any  corporations,  joint  stock  companies,
syndicates, associations, firms, trusts or persons, public or private, or by the
government  of the United States of America, or by any foreign government, or by
any  state,  territory, province, municipality or other political subdivision or
by  any governmental agency and as owner thereof to possess and exercise all the
rights,  power  sand  privileges  of  ownership,  including the right to execute
consents  and  vote thereon, and to do any and all acts and things, necessary or
advisable  for  the  preservation,  protection,  improvement  and  enhancement
invention  value  thereof.
 (5) To  borrow  or raise moneys for any of the purposes of the Corporation, and
from  time  to  time without limit as to amount, to draw, make, accept, endorse,
execute  and issue promissory notes, drafts, bills of exchange, warrants, bonds,
debentures  and  other negotiable or non-negotiable instruments and evidences of
indebtedness,  and  to  secure  the  payment  of any thereof and of the interest
thereon  by  mortgage  upon  or pledge, conveyance or assignment in trust of the
whole  or any part of the property of the corporation, whether at the time owned
or  thereafter  acquired, and to sell, pledge or otherwise dispose of such bonds
or  other  obligations  of  the  Corporation  and  for  its  corporate purposes.
 (6) To  purchase,  receive,  take by grant, gift, devise, bequest or otherwise,
lease,  or otherwise acquire, own, hold, improve, employ, use and otherwise deal
in  and  with  real  or  personal  property,  or  any interest therein, wherever
situated,  and  to  sell, convey, lease, exchange, transfer or otherwise dispose
of,  or mortgage or pledge, all or any of the Corporation's property and assets,
or  any  interest  therein,  wherever  situated.
 (7) To  purchase,  receive or otherwise acquire, hold, own, pledge, transfer or
otherwise dispose of its own shares, provided that it shall not purchase, either
directly  or  indirectly,  its  own shares when its net assets are less than its
stated  capital  or when, by so doing, its net assets would be reduced below its
stated  capital.
 (8) To  aid  either  by  loans  or  by  guarantee of securities or in any other
manner, any corporation, domestic or foreign, any shares of stock, or any bonds,
debentures,  evidences  of  indebtedness or other securities whereof are held by
this  Corporation  or  in  which  it shall have any interest, and to do any acts
designed  to protect, preserve, improve, or enhance the value of any property at
any  time  held or controlled by this Corporation or in which it at the time may
be  interest.
 (9) To  do  any  or  all of the things hereinabove enumerated alone for its own
account,  or  for  the  account  of  others,  or  as the agent for others, or in
association  with  others  or by or through others, and to enter into all lawful
contracts  and  undertakings  in  respect  thereof.
 (10) To have  one  or  more  offices,  to  conduct  its  business, carry on its
operations  and promote its objects within and without the State of Missouri, in
other  states,  the  District  of  Columbia,  the  territories,  colonies  and
dependencies  of  the  United  States,  in foreign countries and anywhere in the
World,  without  restriction  as  to place, manner or amount, but subject to the
laws  applicable thereto; and to do any or all of the things herein set forth to
the  same  extent  as  a natural person might or could do and in any part of the
world,  either  alone  or  in  company  with  others.
 (11) In general, to carry on any other business in connection with each and all
of  the foregoing or incidental thereto, and to carry on, transact and engage in
any  and  every  lawful business or other lawful thing calculated to be of gain,
profit  or  benefit  to  the Corporation as fully and freely as a natural person
might  do,  to the extent and in the manner, and anywhere within and without the
State  of  Missouri,  as  it  may  from  time to time determine; and to have and
exercise each and all of the powers and privileges, either direct or incidental,
which  are given and provided by or are available under the laws of the State of
Missouri  in  respect  of general and business corporations organized for profit
thereunder;  provided,  however,  that  the  Corporation shall not engage in any
activity  for  which a Corporation may not be formed under the laws of the State
of  Missouri.
     None  of the purposes and powers specified in any of the paragraphs of this
ARTICLE  III  shall  be  in  any  way  limited  or restricted by reference to or
inference  from  the  terms  of any other paragraph, and the purposes and powers
specified  in  each  of  the paragraphs of this ARTICLE III shall be regarded as
independent  purposes  and  powers.  The  enumeration  of  specific purposes and
powers  in this ARTICLE III shall not be construed to restrict in any manner the
general purposes and powers of this Corporation, nor shall the expression of one
thing  be  deemed  to  exclude  another,  although  it  be  of like nature.  The
enumeration  of  purposes  or powers herein shall not be deemed to exclude or in
any  way  limit  by  inference any purposes or powers which this Corporation has
power  to  exercise, whether expressly by the laws of the State of Missouri, nor
hereafter  in  effect,  or  implied by any reasonable construction of such laws.
                               ARTICLE IV
 4.1  The total  number  and  designation  of  shares  of capital stock that the
Corporation shall have the authority to issue is Twenty-Six Million (26,000,000)
     shares of Common Stock, with the par value of one cent ($.01) per share and
Five  Million  (5,000,000)  shares of Preferred Stock, with the par value of one
dollar  ($1.00)  per  share.
 4.2 Each holder of Common Stock shall be entitled to cast one (1) vote for each
share  of  Common  Stock  issued  and outstanding in his or her name.  No Common
Stock  shall be issued without voting rights.  Except as hereinafter provided in
Section  5.7,  Preferred  Stock  shall  be non-voting unless converted to Common
Stock.

                           [Sections 4.3-4.17 deleted]
                                ARTICLE V
 5.1  The distinctive  designation  of  the series of Preferred Stock authorized
hereby  shall  be  "10%  Non-Voting Cumulative Convertible Preferred Stock" (the
"Preferred Stock").  The number of authorized shares of Preferred Stock shall be
     5,000,000.  Shares of Preferred Stock which have been issued and reacquired
in  any  manner,  including shares purchased or redeemed, shall (upon compliance
with  any applicable provisions of the General Corporation Law of Missouri) have
the status of authorized and unissued shares.  The Preferred Stock shall only be
issued  prior  to August 1, 1992 in lieu of payment of interest on the Term Loan
pursuant  to the Amended and Restated Credit Agreement.  Any reallocation of the
respective  interests  of  Lloyds  Bank Plc and Kleinwort Benson Limited between
themselves with respect to ownership of the Preferred Stock shall not be subject
to  the  provisions  of Section 4.10.  Except as hereinafter provided in Section
5.7,  the  Preferred  Stock  shall  be  non-voting;  provided, however, that the
Preferred  Stock  may  be  converted into voting Common Stock as hereinafter set
forth  in  Section  5.5  hereof.
 5.2 The  holders  of  shares  of  Preferred Stock shall be entitled to receive,
when,  as  and  if  declared  by  the  Board  of Directors, out of funds legally
available  therefor,  dividends  at  the  annual rate of ten percent ($0.10) per
share,  and  no  more.  Such  dividend  shall be cumulative and shall be payable
within  110  days after the end of the Corporation's fiscal year commencing with
the  first  fiscal  year  ended  subsequent  to  the  issuance  of any shares of
Preferred  Stock  and  within  110  days  of  the  end of each fiscal year ended
thereafter  (each of such dates being a "dividend payment date") with respect to
each  fiscal  year  of  the Corporation ending subsequent to the issuance of any
shares of Preferred Stock, to stockholders of record on the respective date, not
exceeding  50  days  preceding such dividend payment date, as shall be fixed for
this  purpose by the Board of Directors in advance of payment of each particular
dividend.  In  the event that Preferred Stock has been outstanding for less than
a full fiscal year or the Corporation shall have changed its fiscal year, as the
case  may be, such dividend shall accrue at the annual rate of 10% only for such
period  of  time as such Preferred Stock shall have been issued and outstanding.
All  dividends  paid with respect to shares of Preferred Stock shall be paid pro
rata  to  the holders entitled thereto.  Dividends on such Preferred Stock shall
be  fully  cumulative  and shall accrue (whether or not earned or declared) from
and  after  their respective issuance date.  Holders of Preferred Stock will not
be  entitled  to  any  dividends, whether payable in cash, property or stock, in
excess  of  full  cumulative  dividends.  No interest or sum of money in lieu of
interest  shall  be  payable  in  respect  of  any accumulated unpaid dividends.
 5.3 (a)     In  the  event  of  any  voluntary  or  involuntary  liquidation,
dissolution  or  winding  up of the affairs of the Corporation, then, before any
distribution  or  payment  shall  be  made  to  the holders of Common Stock, the
holders  of  shares  of Preferred Stock then outstanding shall be entitled to be
paid  out  of  the  assets  of the Corporation available for distribution to its
shareholders  an amount in cash equal to $1.00 for each share of Preferred Stock
outstanding  (which  amount  is  hereinafter  referred  to  as  the "liquidation
preference"),  together  with  an amount in cash equal to all accrued and unpaid
dividends  thereon to the date fixed for liquidation, dissolution or winding up.
Except  as  provided in the preceding sentence, holders of Preferred Stock shall
not  be entitled to any distribution in the event of liquidation, dissolution or
winding  up of the affairs of the Corporation.  If the assets of the Corporation
are  not  sufficient  to  pay  in  full  the liquidation payments payable to the
holders  of  outstanding  shares of the Preferred Stock, then the holders of all
such shares shall share ratably in any distribution of assets in accordance with
the  amount  which would be payable on such distribution if the amounts to which
the  holders  of outstanding shares of Preferred Stock are entitled were paid in
full.
 (b) For  the  purposes  of  this  Section  5.3,  neither  the  voluntary  sale,
conveyance, exchange or transfer (for cash, shares of stock, securities or other
consideration)  of  all  or  substantially  all of the property or assets of the
Corporation  nor  the  consolidation or merger of the Corporation with any other
corporation  shall  be  deemed  to  be  a  voluntary or involuntary liquidation,
dissolution  or  winding  up  of  the  Corporation,  unless such voluntary sale,
conveyance,  exchange, transfer, consolidation, or merger shall be in connection
with  a  plan  of  liquidation,  dissolution  or  winding up of the Corporation.
 5.4 (a)     Subject  to  subsection  (b) of this Section 5.4, to the extent the
Corporation  shall  have  funds  legally  available  for  such  redemption,  the
Corporation, at the option of the Board of Directors, may redeem, in whole or in
     part, the shares of Preferred Stock at the time outstanding, at any time or
from  time  to time, upon notice given as hereinafter specified, at a redemption
price  of $1.00 per share, together with accrued and unpaid dividends thereon to
the  redemption  date.
   (b) Notwithstanding the foregoing provisions of Section 5.4(a) hereof, unless
the full cumulative dividends on all outstanding shares of preferred Stock shall
have  been paid or contemporaneously are declared and paid for all past dividend
periods,  none  of  the  shares of preferred Stock shall be redeemed pursuant to
Section  5.4(a)  hereof  unless  all  outstanding  shares of Preferred Stock are
simultaneously  redeemed.
(c)On or prior to 100 days after the end of each fiscal year of the Corporation,
commencing  with  the  fiscal year ending in 1991, to the extent the Corporation
shall  have  funds  legally  available  therefor, the Corporation shall apply an
amount  equal  to  Excess  Cash  Flow as of the end of the immediately preceding
fiscal  year of the Corporation to mandatory redemption, in whole or in part, of
the  shares  of  Preferred  Stock  at the time outstanding, upon notice given as
hereinafter  specified,  at a redemption price of $1.00 per share, together with
accrued  and  unpaid dividends thereon to the redemption date.  If any shares of
Preferred  Stock  shall  be  outstanding  on  August  1, 1995, to the extent the
Corporation shall have funds legally available for such payment, the Corporation
shall  redeem all outstanding shares of Preferred Stock at a redemption price of
$1.00  per  share,  together  with  accrued  and unpaid dividends thereon to the
redemption  date.
     (d) If the Corporation shall fail to discharge its obligation to redeem any
outstanding shares of Preferred Stock pursuant to Section 5.4(c) hereof (the
"Mandatory Redemption Obligation"), the Mandatory Redemption Obligation shall be
discharged as soon as the Corporation is able to discharge much Mandatory
Redemption Obligation. If and so long as the Mandatory Redemption Obligation
with respect to the Preferred Stock shall not be fully discharged, the
Corporation shall not declare or pay any dividend or make any distribution on,
or, directly or indirectly, purchase, redeem or satisfy any mandatory
redemption, sinking and/or other similar obligations in respect of Common Stock
(other than as a result of a reclassification of Common Stock, or the exchange
or conversion of one class or series of Common Stock for or into another class
or series of Common Stock, or other than through the use of the proceeds of a
substantially contemporaneous sale of the Common Stock) or any warrants, rights
or options exercisable for or convertible into any of the Common Stock.
     (e) In the event that fewer than all the outstanding shares of Preferred
Stock are to be redeemed, the number of shares to be redeemed shall be
determined by the Board of Directors and the shares shall be redeemed on a pro
rata basis among holders of Preferred Stock.
   (f) In the event that the Corporation shall redeem shares of Preferred Stock,
notice of every redemption of shares of Preferred Stock shall be mailed by first
 class mail, postage prepaid, and mailed not less than 30 days nor more than 60
days prior to the redemption date addressed to the holders of record of the
shares to be redeemed at their respective last addresses as they shall appear on
the  books  of  the  Corporation;  provided,  however, that failure to give such
notice  or  any  defect  therein  or in the mailing thereof shall not affect the
validity of the procedure for the redemption of any shares of Preferred Stock to
be  redeemed  except as to any holder to whom the Corporation has failed to give
such  notice  or except as to any holder to whom notice was defective. Each such
notice  shall  state:  (i)  the  redemption  date;  (ii) the number of shares of
Preferred  Stock  to  be  redeemed and, if less than all the shares held by such
holder  are  to be redeemed, the number of such shares to be redeemed; (iii) the
redemption  price;  (iv)  the place or places where certificates for such shares
are  to  be  surrendered  for  payment  of  the  redemption  price; and (v) that
dividends  on  the shares to be redeemed will cease to accrue on such redemption
date.
(g)  Notice  having  been mailed as aforesaid and provided that on or before the
redemption date specified in such notice all funds necessary for such redemption
shall  have been set aside by the Corporation, separate and apart from its other
funds,  in trust for the pro rata benefit of the holders of the shares so called
for redemption, so as to be and to continue to be available therefor, then, from
and  after  the  redemption  date  dividends on the shares of Preferred Stock so
called  for redemption shall cease to accrue, and said shares shall no longer be
deemed  to  be  outstanding and shall not have the status of shares of Preferred
Stock,  and all rights of the holders thereof as shareholders of the Corporation
(except  the  right to receive from the Corporation the redemption price and any
accrued  and  unpaid  dividends)  shall cease. Upon surrender in accordance with
said notice of the certificates for any shares so redeemed (properly endorsed or
assigned for transfer, if the Board of Directors shall so require and the notice
shall  so  state),  such  shares  shall  be  redeemed  by the Corporation at the
redemption price aforesaid. In case fewer than all the shares represented by any
such certificate are redeemed, a new certificate or certificates shall be issued
representing  the  unredeemed  shares  without  cost  to  the  holder  thereof.
(5.5)  Upon the occurrence of a default resulting from the Corporation's failure
to  make  a scheduled payment of principal or accrued interest on the Term Loan,
the  Revolving  Credit Loan or the Asset Paydown Loan (as such loans are defined
in the Plan) and the continuance of such default for 90 calendar days, the Agent
for the Banks (as defined in the Plan) will be entitled to convert all shares of
Preferred  Stock  into  shares  of  Common  Stock equal to 51% of the issued and
outstanding  shares of Common Stock on a fully diluted basis; provided, however,
that  the  Agent will only be entitled to consummate the foregoing conversion if
at  the  time  of default the Agent is holding shares of Preferred Stock with an
aggregate  par  value equal to or greater than $250,000.00; and provided further
that  in  the  event  the  Corporation  has  reduced  the  outstanding principal
indebtedness  on  such  loans  to  an aggregate of $15,000,000.00, the Preferred
Stock  will  be  converted  into  a lesser percentage of Common Stock on a fully
diluted basis as defined by the following formula: (par value of Preferred Stock
held  by  the  Agent  on  the date of exercise of conversion, divided by the par
value  of  the  maximum  amount of Preferred Stock previously issued) times 51%.
5.6  No holder of shares of stock authorized or issued pursuant to ARTICLE IV or
this  ARTICLE V shall have any preferential or preemptive rights of subscription
to  any  shares  of  capital  stock of this Corporation, either now or hereafter
authorized,  or  to  any  obligations  convertible  into  capital  stock of this
Corporation,  issued  or  sold,  nor  any rights of subscription to any thereof,
other than such rights, if any, as are hereinabove stated in this Article V with
respect  to  the  Preferred  Stock.
5.7  The holders of the Common Stock shall have the exclusive right to vote upon
all  questions  presented for shareholder vote, and the holders of the Preferred
Stock  shall  have  no  right to vote upon any such question except as otherwise
expressly  provided  by  Missouri law, these Articles of Incorporation or by any
other law, rule or regulation to which the Corporation is or may become subject.
5.8  The Corporation reserves the right to alter, amend, or repeal any provision
contained  in  its  Articles  of  Incorporation  in  the manner now or hereafter
prescribed  by  the  statutes  of  Missouri, and all rights and powers conferred
herein  are  granted  subject  to  this  reservation;  and,  in  particular, the
Corporation  reserves  the  right  and  privilege  to  amend  its  Articles  of
Incorporation  from  time to time so as to authorize other or additional classes
of shares (including preferential shares), to increase or decrease the number of
shares  of any class now or hereafter authorized, to establish, limit or deny to
stockholders  of  any class the right to purchase or subscribe for any shares of
stock  of  the  Corporation of any class, whether now or hereafter authorized or
whether  issued for cash, property or services or as a dividend or otherwise, or
to  purchase  or  subscribe  for  any  obligations, bonds, notes, debentures, or
securities  or  stock  convertible  into  shares  of stock of the Corporation or
carrying  or  evidencing any right to purchase shares of stock of any class, and
to  vary  the  preferences,  priorities,  special  powers,  qualifications,
limitations,  restrictions  and  the  special  or  relative  rights  or  other
characteristics  in respect to the shares of each class, and to accept and avail
itself  of  or  subject  itself  to,  the provisions of any statutes of Missouri
hereafter  enacted  pertaining to general and business corporations, to exercise
all  the  rights,  powers  and  privileges conferred upon corporations organized
thereunder or accepting the provisions thereof and to assume the obligations and
duties  imposed  therein, upon the affirmative vote of the holders of a majority
of  the  shares  of  each  class  whose  separate  vote  is  required  thereon.

                                      ARTICLE VI

     In  the  absence  of  fraud,  no  contract or other transaction between the
Corporation  and  any  other  person, corporation, firm, syndicate, association,
partnership,  or  joint  venture  shall  be  wholly  or partially invalidated or
otherwise  affected  by  reason of the fact that one or more of the directors of
the  Corporation  are  or  are  to  become  Directors  or officers of such other
corporation,  firm,  syndicate or association, or members of such partnership or
joint  venture,  or  are pecuniarily or otherwise interested in such contractual
transaction,  provided,  that  the  fact  such  director  or  directors  of  the
Corporation  are  so  situated  or  so interested or both, shall be disclosed or
shall  have  been  known  to  the  Board  of  Directors of the Corporation.  Any
director  or  directors  of the Corporation who is also a director or officer of
such  other  corporation,  firm,  syndicate  or association, or a member of such
partnership,  or  joint  venture, or pecuniarily or otherwise interested in such
contract  or  transaction,  may  be  counted  for the purpose of determining the
existence  of  a  quorum  at  any  meeting  of  the  Board  of  Directors of the
Corporation  which  shall  authorize any such contract or transaction and in the
absence  of  fraud,  and  as long as he acts in god faith, any such director may
vote there at to authorize any such contract or transaction, with like force and
effect  as if he were not a director or officer of such other corporation, firm,
syndicate,  or association, or a member of such partnership or joint venture, or
pecuniarily  or  otherwise  interested  in  such  contract or transaction; it is
expressly  provided,  however, that the Board of Directors may not authorize the
contract  or  transaction  without  the  affirmative  vote  of a majority of the
disinterested directors, even though the disinterested directors constitute less
than  a  quorum.

                                      ARTICLE VII

     The street address of the registered office of the Corporation is 906 Olive
Street,  St.  Louis,  Missouri  63101,  and the initial registered agent at such
address  is  CT  Corporation  System.

                                      ARTICLE VIII

8.1  The  business  and affairs of the Corporation shall be managed by, or under
the  direction  of, a Board of Directors.  The number of directors to constitute
the  Board  of  Directors  is  seven  (7).
8.2  The  directors  shall  be  divided into two (2) classes with respect to the
time  for  which  they  severally  hold office, designated Class I and Class II.
Class  I shall be composed of four (4) directors who shall hold office until the
1994  Annual  meeting and until their respective successors shall be elected and
shall  qualify.  Class  II shall be composed of three (3) directors (the initial
members of this class being designated in the Plan), who shall hold office until
the  annual  meeting  of  the  shareholders  in  1993 and until their respective
successors  shall  be elected and shall qualify.  Upon expiration of the initial
terms  of the office of directors as classified above, their successors shall be
elected  for  a  term  expiring  at  the  annual  meeting  of  the Corporation's
shareholders  held in the second year following the year of their election.  Any
director elected to fill any vacancy on the Board of Directors shall hold office
for  the  remainder  of  the  full  term of the class of directors in which such
vacancy  occurs.
8.3  Any  vacancy on the Board of Directors arising from the death, resignation,
retirement, disqualification or removal from office of one or more directors may
be  filled by a majority of the Board of Directors then in office, although less
than  a  quorum,  or  by a sole remaining director.  At any time until August 1,
1995, the shareholders shall have the power by vote of the holders of 75% of the
shares  of  stock then entitled to vote at any meeting expressly called for that
purpose,  to  remove  any  director from office with or without cause; provided,
however,  that notwithstanding the foregoing, during the initial terms of office
of  the Class I and Class II Directors, no director shall be removed from office
except  for  cause,  cause being defined solely as fraud, physical disability or
mental  incapacity.  Any  director elected to fill a vacancy shall have the same
remaining  term  as  that  of  his  or  her  predecessor.
8.4  The  method  of  nomination and conduct of the election of directors at the
annual  meeting  of  shareholders  shall  be  prescribed  in  the  By-Laws.
8.5  Notwithstanding  any  other  provision  of these Articles of Incorporation,
until  August  1,  1995, no amendment, alteration or repeal of this Article VIII
shall  be  effective  unless  approved  by the holders of shares of stock of the
Corporation  representing  at least 75% of the votes entitled to be cast thereon
at  a  meeting  of  the  shareholders  duly  called  for  consideration  of such
amendment.

                                      ARTICLE IX

     The  private  property  of  the  stockholders  shall  not be subject to the
payment  of  the  corporate  debts  of  the  Corporation.

                                      ARTICLE X

     10.1     The  Corporation  shall  have  and  exercise all powers and rights
conferred  upon  corporations  by  the  General  and Business Corporation Law of
Missouri  and any enlargement of such powers conferred by subsequent legislative
acts;  and,  in  addition  thereto,  the Corporation shall have and exercise all
powers and rights, not otherwise denied corporations by the General and Business
Corporation  Law  of Missouri, as are necessary, suitable, proper, convenient or
expedient  to  the  attainment  of  the purposes set forth in Article III above.
     10.2     Except  as  may  be otherwise specifically provided by statute, or
the Articles of Incorporation or the By-laws of the Corporation, as from time to
time amended, all powers of management, direction and control of the Corporation
shall  be,  and  hereby  are,  vested  in  the  Board  of  Directors.
10.3     The  By-laws  of  the  Corporation  may  from  time to time be altered,
amended, suspended or repealed, or new By-laws may be adopted by a majority vote
of  the  Board  of  Directors,  subject  to any and all restrictions imposed, or
prohibitions  provided, by the General and Business Corporation Law of Missouri.
10.4     The  Board  of  Directors  may  designate an Executive Committee in the
manner  and  subject  to  the  limitations  set  forth  in  the  By-laws  of the
Corporation.
10.5     The  directors  shall have power to hold their meetings and to keep the
books  (except  any books required to be kept in the State of Missouri, pursuant
to  the  laws  thereof)  at  any  place within or without the State of Missouri.

                                      ARTICLE XI

11.1 The  Corporation  may  agree  to  the  terms  and conditions upon which any
director  or  officer  accepts  his  office or position and in its By-laws or by
contract may agree to indemnify and protect each and all of such persons and any
     person  who,  at  the  request  of  the Corporation served as a director or
officer of another Corporation in which this Corporation owned stock against all
costs  and expenses reasonably incurred by any or all of them, and all liability
imposed  or  threatened  to  be imposed upon any or all of them, by reason of or
arising  out  of their or any of them being or having been a director or officer
of  this  Corporation  or  of  such  other  corporation;  but any such By-law or
contractual  provision  shall  not  be exclusive of any other right or rights of
any  such director or officer to be indemnified and protected against such costs
and  liabilities  which  he  may  otherwise  possess.
11.2 The  Corporation  shall  indemnify  any  person who was or is a party or is
threatened  to  be  made a party to any threatened, pending or completed action,
suit  or  proceedings,  whether civil, criminal, administrative or investigative
(other  than  an action by or in the right of this Corporation) by reason of the
fact  that  he  is  or  was  a  director,  officer,  employee  or  agent of this
Corporation,  or  is  or  was  serving  at  the request of this Corporation as a
director,  officer,  employee, partner, trustee or agent of another corporation,
partnership,  joint  venture,  trust  or  other  enterprise,  against  expenses
(including  attorneys'  fees),  judgments,  fines,  taxes  and  amounts  paid in
settlement  actually  and  reasonably  incurred  by  him in connection with such
action,  suit  or  proceeding  if  he  acted  in  good  faith and in a manner he
reasonably  believed  to  be  in  or  not  opposed to the best interests of this
Corporation,  and,  with  respect  to  any criminal action or proceeding, had no
reasonable  cause  to  believe his conduct was unlawful.  The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea  of  nolo  contendere  or  its  equivalent,  shall not, of itself, create a
          ----------------
presumption  that  the person did not act in good faith and in a manner which he
reasonably  believed  to  be  in  or  not  opposed to the best interests of this
Corporation, and, with respect to any criminal action or proceeding, that he had
reasonable  cause  to  believe  that  his  conduct  was  unlawful.
11.3 This  Corporation  shall  indemnify  any person who was or is a party or is
threatened  to  be  made a party to any threatened, pending or completed action,
suit  by  or in the right of this Corporation to procure a judgment in its favor
by  reason  of the fact that he is or was a director, officer, employee or agent
of  this Corporation, or is or was serving at the request of this Corporation as
a director, officer, employee, partner, trustee or agent of another corporation,
partnership,  joint  venture,  trust  or  other  enterprise  against  expenses
(including  attorneys'  fees)  and  amounts  paid  in  settlement  actually  and
reasonably  incurred by him in connection with the defense or settlement of such
action  or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of this Corporation except that no
indemnification  shall  be  made  in respect of any claim, issue or matter as to
which  such  person  shall  have  been  adjudged  to be liable for negligence or
misconduct  in the performance of his duty to the Corporation unless and only to
the  extent  that  the  Court  in  which  such  action or suit was brought shall
determine  upon  application  that, despite the adjudication of liability but in
view  of all the circumstances of the case, such person is fairly and reasonably
entitled  to  indemnify for such expenses which the Court shall deem proper. Any
indemnification  under this Article XI (unless ordered by a Court) shall be made
by  this  Corporation  only  as  authorized  in  the  specific  instance  upon a
determination  that indemnification of the director, officer, employee, partner,
trustee  or  agent  is  proper  in  the  circumstances  because  he  has met the
applicable standard of conduct set forth in this Article XI.  Such determination
shall  be  made  (1)  by  the  Board of Directors by a majority vote of a quorum
consisting of Directors who were not parties to such action, suit or proceeding,
or  (2)  if  such  quorum is not obtainable, or, even if obtainable, a quorum of
disinterested  Directors  so  directs, by independent legal counsel in a written
opinion,  or  (3)  by the shareholders.  To the extent that a director, officer,
employee  or  agent  of  the  Corporation  has  been successful on the merits or
otherwise  in  defense  of  any  action, suit, or proceeding referred to in this
Article  XI,  or  in  defense of any claim, issue or matter therein, he shall be
indemnified against expenses, including attorneys' fees, actually and reasonably
incurred  by  him  in  connection  with  the  action,  suit,  or  proceeding.
11.4 Expenses  incurred  in defending any actual or threatened civil or criminal
action,  suit  or  proceeding  may be paid by this Corporation in advance of the
final  disposition of such action, suit or proceeding as authorized by the Board
of  Directors  in  the specific instance upon receipt of an undertaking by or on
behalf  of  the  director, officer, employee, partner, trustee or agent to repay
such  amount  unless it shall be ultimately determined that he is entitled to be
indemnified  by  the  Corporation  as  authorized  in  this  Article  XI.
11.5 The  indemnification  provided  by  this  Article  XI  shall  not be deemed
exclusive  of  any  other  rights  to which those seeking indemnification may be
entitled  under  any  By-law,  agreement,  vote of shareholders or disinterested
Directors  or  otherwise,  both  as to action in his official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person  who  has caused to be a director, officer, employee, partner, trustee or
agent  and shall inure to the benefit of the heirs, executors and administrators
of  such  a  person.
11.6 For  the  purposes  of  this  Article  XI, references to this "Corporation"
include  all  constituent  corporations absorbed in a consolidation or merger as
well  as the resulting or surviving corporation so that any person who is or was
a  director,  officer, employee, partner, trustee or agent of such a constituent
corporation  as  a  director,  officer,  employee,  partner, trustee or agent of
another enterprise shall stand in the same position under the provisions of this
Article  XI  with  respect  to  the  resulting surviving corporation in the same
capacity.
11.7 In  the event any provision of this Article XI shall be held invalid by any
court  of  competent  jurisdiction,  such holding shall not invalidate any other
provisions  of this Article XI and any other provisions of this Article XI shall
be  construed  as  if  such  invalid  provisions  had not been contained in this
Article  XI.

<PAGE>

     IN  WITNESS  WHEREOF,  the  undersigned,  C  Jeffrey Rogers, President, has
executed  this  instrument and its Assistant Secretary has affixed its corporate
seal  hereto  and  attested  said  seal  as  of  the  17th  day  of March, 1999.
(seal)
               PIZZA  INN,  INC.

ATTEST:

    By:  /s/ B. Keith Clark         /s/ C. Jeffrey Rogers
             B.  Keith  Clark           C.  Jeffrey  Rogers
             Secretary                  President


     THE  STATE  OF  TEXAS     )
                               )
     COUNTY  OF  DALLAS        )

     I _____________________, Notary Public, do hereby certify that on this 17th
day  of March, 1999, personally appeared before me C. Jeffrey Rogers, who, being
by  me  first  duly  sworn, declared that he is the President of Pizza Inn, Inc.
that  he signed the foregoing document as President of the Corporation, and that
the  statements  therein  contained  are  true.


                                     ___________________________
                                    Notary  Public,  State  of

My  Commission  Expires:
________________________            _________________________________
                                    Printed  Name  of  Notary  Public






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>4
<FILENAME>doc4.txt
<TEXT>
EXHIBIT  31.1
- -------------

EXHIBIT  31.1
                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
           PURSUANT TO SECTION 3.22 OF THE SARBANES-OXLEY ACT OF 2002

I,  Ronald  W. Parker, President and Chief Executive Officer of Pizza Inn, Inc.,
certify  that:

1.     I  have  reviewed  this quarterly report on Form 10-Q of Pizza Inn, Inc.;

2.     Based  on my knowledge, this report does not contain any untrue statement
of  a  material  fact  or  omit  to  state a material fact necessary to make the
statements  made, in light of the circumstances under which such statements were
made,  not  misleading  with  respect  to  the  period  covered  by this report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of,  and  for,  the  periods  presented  in  this  report;

4.     The  registrant's  other  certifying  officer  and  I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting  (as  defined  in  Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant  and  have:

a.     Designed  such  disclosure  controls  and  procedures,  or  caused  such
disclosure  controls  and  procedures  to  be designed under our supervision, to
ensure  that  material  information  relating  to  the registrant, including its
consolidated  subsidiaries, is made known to us by others within those entities,
particularly  during  the  period  in  which  this  report  is  being  prepared;

b.     Designed  such  internal control over financial reporting, or caused such
internal  control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and  the preparation of financial statements for external purposes in accordance
with  generally  accepted  accounting  principles;

c.     Evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  and presented in this report our conclusions about the effectiveness
of  the  disclosure controls and procedures, as of the end of the period covered
by  this  report  based  on  such  evaluation;  and

d.     Disclosed  in this report any change in the registrant's internal control
over  financial  reporting  that  occurred  during  the registrant's most recent
fourth  quarter  that  has  materially  affected,  or  is  reasonably  likely to
materially  affect,  the registrant's internal control over financial reporting;
and

5.     The  registrant's other certifying officer and I have disclosed, based on
our  most recent evaluation of internal control over financial reporting, to the
registrant's  auditors  and  the  audit  committee  of the registrant's board of
directors:

a.     All  significant  deficiencies  and  material weaknesses in the design or
operation  of  internal  control  over  financial reporting which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize  and  report  financial  information;  and

b.     Any  fraud,  whether  or  not material, that involves management or other
employees  who have a significant role in the registrant's internal control over
financial  reporting.


Date:  November  8,  2004          By: /s/ Ronald W. Parker


                                     Ronald  W.  Parker
                                     President  and  Chief  Executive  Officer
                                    (Principal  Executive  Officer)
                                     Director






</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>5
<FILENAME>doc5.txt
<TEXT>
EXHIBIT  31.2
- -------------
EXHIBIT  31.2

                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
           PURSUANT TO SECTION 3.22 OF THE SARBANES-OXLEY ACT OF 2002

I,  Shawn  M. Preator, Chief Financial Officer (Principal Accounting Officer) of
Pizza  Inn,  Inc.,  certify  that:

1.     I  have  reviewed  this quarterly report on Form 10-Q of Pizza Inn, Inc.;

2.     Based  on my knowledge, this report does not contain any untrue statement
of  a  material  fact  or  omit  to  state a material fact necessary to make the
statements  made, in light of the circumstances under which such statements were
made,  not  misleading  with  respect  to  the  period  covered  by this report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information included in this report, fairly present in all material respects the
financial  condition,  results of operations and cash flows of the registrant as
of,  and  for,  the  periods  presented  in  this  report;

4.     The  registrant's  other  certifying  officer  and  I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
reporting  (as  defined  in  Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant  and  have:

a.     Designed  such  disclosure  controls  and  procedures,  or  caused  such
disclosure  controls  and  procedures  to  be designed under our supervision, to
ensure  that  material  information  relating  to  the registrant, including its
consolidated  subsidiaries, is made known to us by others within those entities,
particularly  during  the  period  in  which  this  report  is  being  prepared;

b.     Designed  such  internal control over financial reporting, or caused such
internal  control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and  the preparation of financial statements for external purposes in accordance
with  generally  accepted  accounting  principles;

c.     Evaluated  the  effectiveness of the registrant's disclosure controls and
procedures  and presented in this report our conclusions about the effectiveness
of  the  disclosure controls and procedures, as of the end of the period covered
by  this  report  based  on  such  evaluation;  and

d.     Disclosed  in this report any change in the registrant's internal control
over  financial  reporting  that  occurred  during  the registrant's most recent
fourth  quarter  that  has  materially  affected,  or  is  reasonably  likely to
materially  affect,  the registrant's internal control over financial reporting;
and

1.     The  registrant's other certifying officer and I have disclosed, based on
our  most recent evaluation of internal control over financial reporting, to the
registrant's  auditors  and  the  audit  committee  of the registrant's board of
directors:

a.     All  significant  deficiencies  and  material weaknesses in the design or
operation  of  internal  control  over  financial reporting which are reasonably
likely  to  adversely  affect  the  registrant's  ability  to  record,  process,
summarize  and  report  financial  information;  and

b.     Any  fraud,  whether  or  not material, that involves management or other
employees  who have a significant role in the registrant's internal control over
financial  reporting.


November  8,  2004
                                By: /s/ Shawn M. Preator
                                        Shawn  M.  Preator
                                        Chief  Financial  Officer
                                        Principal  Accounting  Officer




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>6
<FILENAME>doc6.txt
<TEXT>
EXHIBIT  32.1


           CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
This  certification  is intended to accompany the Quarterly Report of Pizza Inn,
Inc.  (the  "Company")  on Form 10-Q for the period ended September 26, 2004, as
filed  with  the  Securities  and  Exchange  Commission  on the date hereof (the
"Report"), and is given solely for the purpose of satisfying the requirements of
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act  of  2002.  The  undersigned,  in  my  capacity  as  set forth below, hereby
certifies  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 Company.


        November 8, 2004               /s/ Ronald W. Parker
                                           Ronald W. Parker
                                           President and Chief Executive Officer





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>7
<FILENAME>doc7.txt
<TEXT>
Exhibit  32.2

EXHIBIT  32.2


           CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
            PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
This  certification  is intended to accompany the Quarterly Report of Pizza Inn,
Inc.  (the  "Company")  on Form 10-Q for the period ended September 26, 2004, as
filed  with  the  Securities  and  Exchange  Commission  on the date hereof (the
"Report"), and is given solely for the purpose of satisfying the requirements of
18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act  of  2002.  The  undersigned,  in  my  capacity  as  set forth below, hereby
certifies  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 Company.


    November 8, 2004                                        /s/ Shawn M. Preator
                                                                Shawn M. Preator
                                                         Chief Financial Officer





</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
