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<SEC-DOCUMENT>0000718332-05-000006.txt : 20050125
<SEC-HEADER>0000718332-05-000006.hdr.sgml : 20050125
<ACCEPTANCE-DATETIME>20050124173405
ACCESSION NUMBER:		0000718332-05-000006
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050118
ITEM INFORMATION:		Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050125
DATE AS OF CHANGE:		20050124

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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-12919
		FILM NUMBER:		05545382

	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>8-K
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date  of  Report  (Date  of  earliest  event  reported)  JANUARY  18,  2005

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

          MISSOURI                    0-12919               47-0654575
(State or other jurisdiction   (Commission File Number)     IRS Employer
      of incorporation)                               ( Identification No.)


                 3551 PLANO PARKWAY, THE COLONY, TEXAS     75056
          (Address of principal executive offices)          (Zip Code)

Registrant's  telephone  number,  including  area  code  (469)  384-5000

                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if  the  Form  8-K  filing  is  intended to
simultaneously  satisfy the filing obligation of the registrant under any of the
following  provisions  (see  General  Instruction  A.2.  below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material pursuant to  Rule  14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act  (17  CFR  240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act  (17  CFR  240.13e-4(c))

<PAGE>
ITEM  3.01     NOTICE  OF  DELISTING  FOR FAILURE TO SATISFY A CONTINUED LISTING
RULE  OR  STANDARD;               TRANSFER  OF  LISTING.

     On January 18, 2005, Pizza Inn, Inc. notified The NASDAQ Stock Market that,
due  to one vacancy on the audit committee that resulted from the resignation of
Robert  B.  Page  as a member of the audit committee, Pizza Inn failed to comply
with  the  audit  committee  composition  requirements  under  Marketplace  Rule
4350(d)(2)(A)  and  that  Pizza Inn would be relying on the cure period provided
under  Marketplace  Rule 4350(d)(4).  As previously disclosed, Mr. Page resigned
as  a  member  of the audit committee in connection with and effective as of his
appointment  as  the Acting Chief Executive Officer of Pizza Inn.  Pizza Inn has
determined  to  search for a qualified director to fill the vacancy on the audit
committee  and  to  continue the search for a permanent Chief Executive Officer.

     On January 18, 2005, Pizza Inn received notice from The NASDAQ Stock Market
that,  consistent with Marketplace Rule 4350(d)(4), Pizza Inn will be provided a
cure period until the earlier of Pizza Inn's next annual shareholders meeting or
January  4,  2006  in  order  to  regain  compliance  with  the  audit committee
requirements  and  that  Pizza  Inn would be included in a list of non-compliant
Nasdaq  companies  at  www.nasdaq.com  on or after January 25, 2005.  The notice
from  The  NASDAQ  Stock  Market  is  filed  as  Exhibit 99.1 to this report and
incorporated  herein  by  reference.

ITEM  9.01     FINANCIAL  STATEMENTS  AND  EXHIBITS.

     (C)     EXHIBITS.


EXHIBIT NO.     DESCRIPTION OF EXHIBIT
- -----------     ----------------------
99.1           Notice  dated  January  18, 2005 from The NASDAQ Stock Market to
- ----           Pizza Inn, Inc.


<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  hereunto  duly  authorized.

                              Pizza  Inn,  Inc.

Date:  January  24,  2005               By: /s/ Rod J. McDonald
                                          Name: Rod J. McDonald
                                          Title: General Counsel and Secretary





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>doc2.txt
<TEXT>
Mr.  Rod  J.  McDonald
January  18,  2005
Page  2

     By  Facsimile  and  Regular  Mail
     ---------------------------------

January  18,  2005

Mr.  Rod  J.  McDonald
Secretary  and  General  Counsel
Pizza  Inn,  Inc.
3551  Plano  Parkway
The  Colony,  TX  75056

Re:     Pizza  Inn,  Inc.  (the  "Company")
     Nasdaq  Symbol:  PZZI

Dear  Mr.  McDonald:

On  January  18,  2005,  the  Company  notified  Staff  of  Mr. Robert B. Page's
appointment as Acting Chief Executive Officer of the Company and his resignation
from  the Company's audit committee on January 4, 2005.  As such, the Company no
longer  complies  with  Nasdaq's  audit  committee  requirements as set forth in
Marketplace  Rule  4350.

Consistent with Marketplace Rule 4350(d)(4), the Company will be provided a cure
period  until  the earlier of the Company's next annual shareholders' meeting or
January  4,  2006,  in  order  to  regain compliance. The Company must submit to
Nasdaq  documentation,  including  biographies  of  any  proposed  directors,
evidencing  compliance with the rules no later than this date.  In the event the
Company  does  not  regain  compliance  within  this  period, Staff will provide
written  notification  that  its securities will be delisted.  At that time, the
Company  may  appeal  Staff's  determination  to a Listing Qualifications Panel.

Please  note that Item 3.01 of Form 8-K may require disclosure of the receipt of
this  notification  letter  within four business days.  Accordingly, the Company
should  consult  with  counsel regarding disclosure obligations surrounding this
letter  under  the  federal  securities  laws.

In  addition,  Nasdaq posts a list of all non-compliant Nasdaq companies and the
reason(s) for such non-compliance on our website at www.nasdaq.com.  The Company
                                                    --------------
will  be  included  in  this  list  commencing  on  or  after  January 25, 2005.


<PAGE>
If  you  have  any  questions,  please  contact  me  at  (301)  978-8034.

Sincerely,



W.  Wayne  Bush,  CFA
Lead  Analyst
Nasdaq  Listing  Qualifications


See,  SEC  Release  No.  34-49424.



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