Pizza Inn Inc/MO · 10-K/A · For 6/28/98

Filed On 9/30/98   ·   SEC File 0-12919   ·   Accession Number 718332-98-9

Amendment to Annual Report   ·   Form 10-K
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Document/Exhibit                   Description                      Pages   Size 

 1: 10-K/A      Amendment to Annual Report                            38±   189K 
 2: EX-23       Consent of Experts or Counsel                          1      4K 
 3: EX-27       Financial Data Schedule                                1      6K 

10-K/A   ·   Amendment to Annual Report
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C.  20549

   FORM 10-K/A
  Amendment No. 1 to
(Mark  One)                                                                     
[X]     ANNUAL  REPORT  PURSUANT  TO  SECTION  13  OR  15(D)  OF  THE SECURITIES
EXCHANGE  ACT  OF  1934          FOR  THE  FISCAL  YEAR  ENDED  JUNE  28,  1998.
[  ]     Transition  report  pursuant  to  Section 13 or 15(d) of the Securities
Exchange  Act  of  1934  for          the transition period from _____ to _____.

COMMISSION FILE NUMBER 0-12919

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

                    MISSOURI                                47-0654575
              (State  or  jurisdiction  of               (I.R.S.  Employer
                 incorporation  or  organization)            Identification No.)

5050  QUORUM  DRIVE                               
SUITE  500                                        
 DALLAS,  TEXAS                                75240
(Address  of  principal  executive  offices)              (Zip  Code)           

Registrant's telephone number, including area code:     (972) 701-9955
Securities Registered Pursuant to Section 12(b) of the Act:     NONE
 Securities Registered Pursuant to Section 12(g) of the Act:
 COMMON STOCK, PAR VALUE $.01 EACH
(Title of Class)

    At  September  9,  1998,  there were 11,772,896 shares of the registrant's
Common Stock outstanding,  and the aggregate market value of registrant's Common
Stock  held by non-affiliates was $31,164,923, based upon the average of the bid
and  ask  prices.                                                               

     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 if disclosure of delinquent filers pursuant to Item
405  of  Regulation  S-K  is not contained herein, and will not be contained, to
the  best  of  registrant's  knowledge,  in  definitive  proxy  or  information 
statements  incorporated  by  reference  in  Part  III  of this Form 10-K or any
amendment  to  this  Form  10-K.X                                               

 APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

     Indicate  by  check mark whether the registrant has filed all documents and
reports  required  to  be  filed  by  Section  12, 13 or 15(d) of the Securities
Exchange  Act  of 1934 subsequent to the distribution of securities under a plan
confirmed  by  a  court.      Yes      X        No                              
---   
 DOCUMENTS INCORPORATED BY REFERENCE
     Portions  of  the  registrant's  definitive  Proxy  Statement,  to be filed
pursuant  to  Section 14(a) of the Securities Exchange Act of 1934 in connection
with the registrant's annual meeting of shareholders in December 1998, have been
incorporated  by  reference  in  Part  III  of  this  report.                   

PART I

ITEM  1  -  BUSINESS                                                            

GENERAL                                                                         

     Pizza  Inn,  Inc.  (the  "Company"), a Missouri corporation incorporated in
1983,  is  the  successor  to  a  Texas  company  of  the  same  name  which was
incorporated  in  1961.  The  Company  is  the  franchisor  and  food and supply
distributor  to  a  system  of restaurants operating under the trade name "Pizza
Inn" (R).                                                                       

     On  September  9,  1998,  the  Pizza  Inn  system  consisted  of 505 units,
including  three  Company operated units (which are used for product testing and
franchisee training, in addition to serving customers) and 502 franchised units.
The  domestic  units  are  comprised  of  294  full  service  units,  40        
delivery/carry-out  units  and  98  Express  units.  The international units are
comprised  of 28 full service units, 25 delivery/carry-out units and 17  Express
units.  Pizza  Inn  units  are  currently  located  in  22 states and 19 foreign
countries.  Domestic units are located predominantly in the southern half of the
United  States,  with  Texas,  North  Carolina  and  Arkansas  accounting  for  
approximately  29%,  16% and 11% respectively of the total.  Norco Manufacturing
and  Distributing Company ("Norco"), a division of the Company, distributes food
products,  equipment,  and  other supplies to units in the United States and, to
the  extent  feasible,  in  other  countries.                                   

PIZZA  INN  RESTAURANTS                                                         

     Full  service  restaurants  ("Full-Service")  offer  dine-in  and carry-out
service  and,  in  most  cases,  also offer delivery service.  These restaurants
serve  pizza  on  three different crusts (The Original Thin Crust, New York Pan,
and Italian Crust), with standard toppings and special combinations of toppings.
They also offer pasta, salad, sandwiches, desserts and beverages, including beer
and  wine  in  some  locations.  They  are  generally  located  in free standing
buildings in close proximity to offices, shopping centers and residential areas.
The  current standard Full-Service units are between 3,300 and 4,400 square feet
in  size  and  seat  130  to  180  customers.  The interior decor is designed to
promote  a  contemporary,  family  style  atmosphere.                           

     Restaurants  that  offer delivery and carry-out service only ("Delcos") are
growing  in  popularity  and  number.  Delcos  typically are located in shopping
centers  or  other in-line arrangements, occupy approximately 1,000 square feet,
and  offer  limited  or  no  seating.  Delcos  generally  offer the same menu as
Full-Service  units,  except  for  buffet service.   The decor of these units is
designed  to  be bright and highly visible, featuring neon, lighted displays and
awnings.                                                                        

     A third version, Pizza Inn Express units ("Express"), are typically located
in  a  convenience  store,  college campus, airport terminal or other commercial
facility.  They  have limited or no seating and offer quick carry-out service of
a  limited  menu  of  pizza  and  other  foods  and  beverages.  An Express unit
typically  occupies  approximately 200 to 400 square feet and is operated by the
same  person  who owns the commercial facility or who is licensed at one or more
locations  within  the  facility.                                               

FRANCHISING                                                                     

     The  Pizza  Inn  concept  was  first  franchised in 1963.  Since that time,
industry  franchising  concepts  and  development strategies have changed,  thus
present franchise relationships are evidenced by a variety of contractual forms.
Common  to  those  forms  are provisions which: (i) provide an initial franchise
term  of  20 years and a renewal term, (ii) require the franchisee to follow the
Pizza  Inn  system  of  restaurant  operation  and management, (iii) require the
franchisee  to  pay  a franchise fee and continuing royalties, and (iv) prohibit
the  development  of  one  unit  within  a  specified  distance  from  another. 

     The  Company's  current  form  of  franchise agreement provides for:  (i) a
franchise  fee of $20,000 for a Full-Service unit, $7,500 for a Delco and $3,500
for  an  Express  unit,  (ii)  an initial franchise term of 20 years for a Full-
Service  unit,  10  years  for  a Delco, plus a renewal term of 10 years in both
cases, and an initial term of five years for an Express unit plus a renewal term
of  five  years, (iii) contributions equal to 1% of gross sales to the Pizza Inn
Advertising  Plan or to the Company, discussed below, (iv) royalties equal to 4%
of  gross sales for a Full-Service or Delco and 5% of gross sales for an Express
unit and (v) required advertising expenditures of at least 4% of gross sales for
a  Full-Service  unit,  5%  for  a  Delco  and  2%  for  an  Express  unit.     

     The  Company  has  adopted  a  franchising  strategy  which has three major
components:  continued  development  within  existing  Pizza  Inn  market areas,
development  of  new  domestic  territories,  and  continued  growth  in  the   
international  arena.  As a cornerstone of this approach, the Company offers, to
certain  experienced restaurant operators, area developer rights in both new and
existing  domestic markets.  An area developer pays a negotiated fee to purchase
the  right  to operate or develop, along with the Company, Pizza Inn restaurants
within  a  defined  territory,  typically  for  a  term of 20 years plus renewal
options  for  10  years.  The  area  developer agrees to a new store development
schedule and assists the Company in local franchise service and quality control.
In  return,  half of the franchise fees and royalties earned on all units within
the  territory  are  retained  by  the  area  developer  during  the term of the
agreement.  Similarly,  the  Company  offers  master franchise rights to develop
Pizza  Inn  restaurants  in  certain  foreign  countries,  with negotiated fees,
development  schedules  and  ongoing  royalties.                                

     As  with  developers,  a  master  licensee  for  a  foreign  country pays a
negotiated  fee  to  purchase  the  right  to  develop  and  operate  Pizza  Inn
restaurants within a defined foreign territory, typically for a term of 20 years
plus  renewal  options for ten years.  The master licensee agrees to a new store
development  schedule  and the Company trains the master licensee to monitor and
assist  franchisees  in their territory with local franchise service and quality
control,  with  support  from  the  Company.  In  return,  the  master  licensee
typically  retains  half the franchise fees and approximately half the royalties
on  all  units within the territory during the term of the agreement.  While all
Pizza  Inn  restaurants  opened  in  an area of developer's territory enter into
franchise  agreements  with  the Company, a master licensee may open restaurants
owned  and  operated  by  the  master  licensee, or they may open sub-franchised
restaurants  owned  and  operated  by  third  parties through agreement with the
master  licensee.                                                               

FOOD  AND  SUPPLY  DISTRIBUTION                                                 

     The Company's Norco division offers substantially all of the food and paper
products,  equipment  and  other  supplies  necessary  to  operate  a  Pizza Inn
restaurant.  Franchisees  are  required  to  purchase  from  Norco  certain food
products  which  are proprietary to the Pizza Inn system.  In addition, the vast
majority  of  franchisees also purchase other supplies from Norco.  In May 1998,
the  Company  entered  into  an  agreement  with Pepsi, Inc. to distribute Pepsi
products  through Pizza Inn restaurants.  Pepsi agreed to provide each converted
restaurant  with a sign-on bonus during the specified sign-up period, new loaned
fountain  and  support  equipment,  and various marketing support including cash
payments  throughout  the  term  of  the  agreement,  while the Company received
reimbursement of various expenses related to the agreement, shares of its common
stock  and  a  sign-on  bonus  for  entering  into  the  agreement.             

     Norco  operates its central distribution facility six days per week, and it
delivers  to  all  domestic  units  on  a  weekly  basis,  utilizing  a fleet of
refrigerated  tractor-trailer  units operated by Company drivers and independent
owner-operators.  Norco  also  ships products and equipment to its international
franchisees.  The  food,  equipment, and other supplies distributed by Norco are
generally  available  from  several  qualified  sources,  and the Company is not
dependent  upon  any  one  supplier  or limited group of suppliers.  The Company
contracts with established food processors for the production of its proprietary
products.  The  Company does not anticipate any difficulty in obtaining supplies
in  the  foreseeable  future.                                                   

ADVERTISING                                                                     

     The  Pizza  Inn Advertising Plan ("PIAP") is a non-profit corporation which
creates and produces print advertisements, television and radio commercials, and
in-store  promotional  materials  along  with  related  research and advertising
services for use by its members.  Each operator of a Full-Service or Delco unit,
including  the  Company,  is  entitled to membership in PIAP.  Nearly all of the
Company's existing franchise agreements for Full-Service and Delco units require
the franchisees to become members of PIAP.  Members contribute 1% of their gross
sales.  PIAP  is  managed  by  a  Board  of  Trustees,  comprised  of franchisee
representatives  who are elected by the members each year.  The Company does not
have  any  ownership  interest  in  PIAP.  The  Company  provides  certain      
administrative,  marketing  and  other  services to PIAP and is paid by PIAP for
such  services.  On  September  9,  1998,  the  Company  operated  stores  and  
substantially all of its franchisees were members of PIAP.  Operators of Express
units  do  not  participate  in PIAP; however, they contribute up to 1% of their
gross  sales  directly  to  the  Company  to  help  fund  Express unit marketing
materials  and  similar  expenditures.                                          

     Groups  of  franchisees in many of the Pizza Inn system's market areas have
formed  local advertising cooperatives.  These cooperatives, which may be formed
voluntarily  or  may  be required by the Company under the franchise agreements,
establish  contributions  to be made by their members and direct the expenditure
of  these  contributions on local media advertising using materials developed by
PIAP  and  the  Company.                                                        

     The  Company  and  its franchisees conduct independent marketing efforts in
addition  to  their  participation  in  PIAP  and  local  cooperatives.         

TRADEMARKS  AND  QUALITY  CONTROL                                               

     The  Company owns various trademarks, including the name "Pizza Inn", which
are  used  in  connection with the restaurants and have been registered with the
United  States  Patent and Trademark Office.  The duration of such trademarks is
unlimited,  subject  to  continued  use.  In  addition, the Company has obtained
trademark  registrations  in  several  foreign  countries  and  has  applied for
registration in others.  The Company believes that it holds the necessary rights
for  protection  of  the  trademarks  essential  to  its  business.             

     The  Company  requires  all  units  to  satisfy  certain  quality standards
governing  the  products  and  services  offered  through  use  of the Company's
trademarks.  The  Company  maintains  a  staff  of  field representatives, whose
primary  responsibilities  include  periodic  visits  to  provide  advice  and  
assistance  in  operational and marketing activities and to evaluate and enforce
compliance  with  the  Company's  quality  standards.                           

TRAINING                                                                        

   The  Company  offers  numerous  training  programs  for  the  benefit  of
franchisees  and  their  restaurant  management  and crew members.  The training
programs,  taught  by  experienced Company employees, focus on food preparation,
service,  cost  control,  sanitation,  safety,  local store marketing, personnel
management,  and  other  aspects of restaurant operation.  The training programs
include  group  classes,  supervised work in Company operated units, and special
field  seminars.  Training  programs  are offered free of charge to franchisees,
who  pay their own travel and lodging expenses.  Restaurant managers train their
staff  through  on-the-job training, utilizing video tapes and printed materials
produced  by  the  Company.                                                     

WORKING  CAPITAL  PRACTICES                                                     

     The  Company's  Norco division maintains a sufficient inventory of food and
other consumable supplies which it distributes to Pizza Inn units typically on a
weekly  basis.  The  Company's  accounts receivable and notes receivable consist
primarily  of  receivables  from  food  and  supply  sales, equipment sales, and
accrued  franchise  royalties.                                                  

GOVERNMENT  REGULATION                                                          

     The  Company  is  subject  to  registration and disclosure requirements and
other  restrictions under federal and state franchise laws.  The Company's Norco
division  is  subject  to various federal and state regulations, including those
regarding  transportation  of  goods,  food  labeling,  safety,  sanitation,    
distribution,  and  vehicle  licensing.                                         

     The  development  and  operation of Pizza Inn units are subject to federal,
state  and  local  regulations,  including  those  pertaining  to zoning, public
health,  and  alcoholic  beverages, where applicable.  Many restaurant employees
are  paid  at rates related to the minimum wage established by federal and state
law.  Increases in the federal minimum wage can result in higher labor costs for
the  Company  operated units, as well as its franchisees, which may be partially
offset  by  price  increases  or  operational  and  equipment  efficiencies.    

EMPLOYEES                                                                       

     On  September  9,  1998,  the  Company  had  approximately  249  employees,
including 66 in the Company's corporate office, 84 at its Norco division, and 37
full-time  and 62 part-time employees at the Company operated restaurants.  None
of  the  Company's  employees  are  currently  covered  by collective bargaining
agreements.    The  Company  believes that its employee relations are excellent.

COMPETITION                                                                     

     The  restaurant  business  is  highly  competitive.  The  Company  and  its
franchisees  compete  with other national and regional pizza chains, independent
pizza  restaurants,  and  other restaurants which serve moderately priced foods.
The  Company believes that Pizza Inn units compete primarily on the basis of the
quality,  value  and  price of their food, the consistency and level of service,
and the location, attractiveness and cleanliness of their restaurant facilities.
Because  of  the  importance  of  brand awareness, the Company has increased its
development  emphasis  on  individual  market  penetration and local cooperative
advertising  by  franchisees.                                                   

     The  Company's  Norco  division  competes  with  both  national  and  local
distributors of food, equipment and other restaurant supplies.  The distribution
industry  is  very  competitive.  The  Company  believes  that  the  principal  
competitive  factors  in the distribution industry are product quality, customer
service and price.  Norco is the sole authorized supplier of certain proprietary
products  which  are  required  to  be  used  by  all  Pizza  Inn  units.       

     In  the  sale of franchises, the Company competes with franchisors of other
restaurant concepts and franchisors of a variety of other products and services.
The  Company  believes that the principal competitive factors affecting the sale
of  franchises  are  product  quality and value, consumer acceptance, franchisor
experience  and  support,  and  the  quality relationship maintained between the
franchisor  and  its  franchisees.                                              

SEASONALITY                                                                     

     Historically,  sales  at  Pizza  Inn  restaurants have been somewhat higher
during  the  warmer  months  and  somewhat lower during the colder months of the
year.  The  Company  believes that the increasing popularity of delivery service
and  expansion  into  the  high impulse purchase markets of Express units should
lessen  the  seasonal  impact  on  future  chainwide  sales.                    

ITEM  2  -  PROPERTIES                                                          

     The  Company  leases  23,402 square feet in Dallas, Texas for its corporate
office  and  76,700  square feet in Grand Prairie, Texas for its Norco warehouse
and  office  facilities.  The leases expire in 2003 and 2001, respectively.  The
Company  also  leases  2,736  square  feet  in  Addison,  Texas for its training
facility  and  test  kitchen  with  a  term  expiring  in  2001.                

     On  September  9,  1998,  all  three  of  the  Company  operated  Pizza Inn
restaurants  (all  located  in  Texas)  were  leased.  The Company also owns one
restaurant property which it leases to a franchisee.  The Company operated units
range  in  size  from  approximately 1,000 to 4,000 square feet and incur annual
minimum  rent  between  $6.80  and  $20.00  per square foot.  Most of the leases
require  payment  of  additional rent based upon a percentage of gross sales and
require  the  Company  to pay for repairs, insurance and real estate taxes.  The
leases  will  expire  in  2000,  2004,  and  2007 while all have renewal options
ranging  from  three  to  five  years.                                          

ITEM  3  -  LEGAL  PROCEEDINGS                                                  

   On  September  21,  1989,  the  Company,  Pizza  Inn,  Inc.  (a  Delaware
corporation)  and Memphis Pizza Inns, Inc. filed for protection under the United
States  Bankruptcy  Code  in the United States Bankruptcy Court for the Northern
District of Texas, Dallas Division.  The plan of reorganization, as confirmed by
the  court,  became  effective  on  September  5,  1990.  The  court  retained  
jurisdiction  to help ensure that the plan of reorganization was carried out and
to  hear  any  disputes that arose during the five year term of the plan. In May
1996,  the  court  issued  its final order finding that the proceedings had been
completed  and  closed  the  bankruptcy  cases.                                 

     Certain other pending legal proceedings exist against the Company which the
Company  believes  are not material or have arisen in the ordinary course of its
business.                                                                       

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

     No  matters  were submitted to a vote of security holders during the fourth
quarter  of  the  Company's  fiscal  year  1998.                                

 PART II

ITEM  5  - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

     On  September  9,  1998,  there  were  2,902  stockholders of record of the
Company's  Common  Stock.                                                       

     The  Company's  Common  Stock  is  listed  on  the  National Association of
Securities  Dealers  Automated  Quotation  ("NASDAQ")  system  under  the symbol
"PZZI".  The following table shows the highest and lowest bid price per share of
the  Common Stock during each quarterly period within the two most recent fiscal
years,  as  reported  by  the  National Association of Securities Dealers.  Such
prices  reflect  inter-dealer  quotations,  without  adjustment  for  any retail
markup,  markdown  or  commission.                                              

                                                                · Download Table

                                                    Bid        
                                             ------------------
                                               High      Low   
                                             --------  --------
                                                               
1998                                                           
              First Quarter Ended 9/28/97 .    4  7/8  3  15/16
              Second Quarter Ended 12/28/97  5  15/16    4  3/4
              Third Quarter Ended 3/29/98 .   6  3/16   5  3/16
              Fourth Quarter Ended 6/28/98.   6  7/16   5  3/16

1997                                                           
              First Quarter Ended 9/29/96 .  4  13/16  3  11/16
              Second Quarter Ended 12/29/96         5    4  1/4
              Third Quarter Ended 3/30/97 .    4  7/8    3  7/8
              Fourth Quarter Ended 6/29/97.    4  1/4    3  1/4

    During  fiscal  1998  the  Board  of  Directors  of  the  Company declared
quarterly  cash  dividends of $0.06 per share.  For the year ended June 28, 1998
cash dividends declared were approximately $3.1 million or $0.24 per share.  Any
determination  to  pay cash dividends in the future will be at the discretion of
the  Company's  Board  of  Directors  and  will  be dependent upon the Company's
results  of  operations,  financial condition, capital requirements, contractual
restrictions  and  other  factors  deemed  relevant.                            

ITEM  6  -  SELECTED  FINANCIAL  DATA                                         

The  following  table  contains certain selected financial data for the Company 
for each of the last five fiscal years through June 28, 1998, and should be read
in  conjunction  with  the  financial statements and schedules in Item 8 of this
report.  Earnings per share data for all periods presented have been restated to
reflect  the  computation  of  earnings  per  share in accordance with SFAS 128.

                                                        · Enlarge/Download Table

                                                                       Year Ended                        
                                                   ------------------------------------------------------
                                                   June 28,    June 29,   June 30,   June 25,   June 26, 
                                                     1998        1997       1996       1995       1994   
                                                   ------------------------------------------------------
                                                          (In thousands, except per share amounts)       
                                                                                                         
SELECTED INCOME STATEMENT DATA:                                                                          
    Total revenues. . . . . . . . . . . . . . . . $    68,640  $  69,123  $  69,441  $  62,044  $  57,378
    Income before income taxes. . . . . . . . . .       7,023      6,860      5,921      4,845      3,899
    Net income. . . . . . . . . . . . . . . . . .       4,880      4,528      3,908      3,198      2,573
    Basic  earnings per common share . . . .. . .         .38        .35        .30        .24        .19
    Diluted earnings per common share                     .36        .33        .28         22        .18
    Dividends declared per common share . . . . .         .24          -          -          -          -
SELECTED BALANCE SHEET DATA:                                                                             
    Total assets. . . . . . . . . . . . . . . . .      21,773     24,310     24,419     25,803     27,234
    Long-term debt and capital lease obligations.       5,454      7,789      7,902     11,039     14,538

ITEM  7  -  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND 
RESULTS  OF  OPERATIONS                                                         

 RESULTS OF OPERATIONS

FISCAL  1998  COMPARED  TO  FISCAL  1997                                        

     Diluted  earnings  per share for fiscal year ended June 28, 1998 grew 9% to
$0.36  from $0.33.  Net income increased 8% to $4.9 million from $4.5 million in
the  prior year.  Pre-tax income increased 2% to $7.0 million from $6.9 million.
The  Company  considers pre-tax income to be the best measure of its performance
due  to  the significant benefit of its net operating loss carryforwards.  These
carryforwards,  which  total  $14.9  million at June 28, 1998, reduce the income
taxes  paid  by  the  Company  from  the  34% statutory rate to approximately 2%
alternative  minimum tax rate.  Additionally, the Company was able to reduce its
effective  tax rate from 34% to 31% primarily due to the recognition of business
tax  credits  in  the  amount  of  $263,000  for  fiscal  1998.                 

     Food  and  supply sales by the Company's distribution division were down 2%
or  $1,066,000  as  compared  to  last  year.  The decrease was primarily due to
reductions  in  international  sales of equipment and food.  Total international
sales  declined $1.5 million primarily due to advance equipment purchases during
fiscal  year  1997  for new store openings in fiscal year 1998.  These decreases
were    partially  offset  by  an  increase  of  $555,000  in  domestic  sales. 

     Franchise  revenue,  which includes royalties, license fees and income from
area  development  and foreign master license (collectively, "Territory") sales,
decreased  4%  or  $282,000  in  fiscal  1998.  This  was primarily due to lower
revenue  from  international master license sales in the current year.  Proceeds
from  Territory  sales  vary  depending on size, demographics and current market
development  in  the Territories.  The timing and recognition of Territory sales
may  vary  significantly  from year to year.  Current year sales include partial
recognition  of  proceeds  from  the  sale  of  new  Territory  rights for South
Carolina,  Virginia,  Puerto Rico, Brazil, the Palestinian territories and South
Korea.  Current  year  royalties  increased 3% or $159,000, primarily due to the
repurchase of area developer rights in Tennessee and portions of Kentucky, which
resulted in full royalties being paid directly to the Company through March 1998
when  the  rights  were  subsequently  resold.                                  

     Restaurant  sales,  which  consist  of  retail  sales  by  Company operated
training  restaurants,  remained  at  the same level compared to the prior year,
despite  the  transfer  of  a  unit  in  December  1997  to a franchisee.  These
restaurants'  sales  on  a  comparable  basis  increased  12%.                  

     Other  income,  which  increased  $877,000,  consists primarily of interest
income  and  non-recurring  revenue  items.  This  was  primarily  the result of
vendors'  incentives  including  the  non-cash  transfer  of the Company's stock
valued  at $602,000, the gain on the sale of a Territory and the sale of a state
liquor  license.                                                                

     Cost of sales decreased 1% or $515,000 during fiscal 1998 due to a decrease
in  food  and supply sales.  As a percent of sales, cost of sales increased from
86%  during  fiscal  1997  to  87%  in fiscal 1998 primarily due to increases in
transportation  costs  and  an  increase  in  allocation  of  corporate services
overhead.                                                                       

     Franchise  expenses  include  selling,  general and administrative expenses
(primarily  wages and travel expenses), directly related to the sale and service
of  franchises  and Territories.  These costs increased 8% or $231,000 from last
year  primarily  due  to  increases  in  number of field support employees and a
vacant  executive  position  in  fiscal  1997  which  was filled in fiscal 1998.

     General and administrative expenses decreased 7% or $322,000 in the current
year  primarily  due  to  the  Company's  reversal  of  previously  established 
contingent  reserves  for  foreign  litigation  related  to the Company's former
master  licensee  in  Korea  and  an increase in the corporate services overhead
allocation  to  the distribution center resulting in a corresponding decrease in
general  and  administrative  expenses.                                         

     Interest  expense decreased 24% or $160,000 in fiscal 1998 as the result of
lower  debt  balances  and  lower  average  interest  rates.                    

     During fiscal 1998, a total of 82 new Pizza Inn franchise units were opened
for  business,  66  domestic units and 16 international units.  Domestically, 54
units  were closed by franchisees or terminated by the Company typically because
of  unsatisfactory  standards  of  operation  or  performance.  Similarly,  5   
international  units  were  closed.                                             

FISCAL  1997  COMPARED  TO  FISCAL  1996                                        

     Diluted  earnings per share for fiscal year ended June 29, 1997 grew 18% to
$0.33 from $0.28.  Net income increased 16% to $4.5 million from $3.9 million in
the  prior  year.  Pre-tax  income  also increased 16% to $6.9 million from $5.9
million.  The  Company  considers  pre-tax  income to be the best measure of its
performance  due  to  the  significant  benefit  of  its  net  operating  loss  
carryforwards.  These carryforwards, which total $20.6 million at June 29, 1997,
reduce  the  income  taxes paid by the Company from the 34% rate expensed on its
statements  of  operations  to  approximately  2%.                              

     Results  of operations for fiscal 1997 include 52 weeks versus 53 weeks for
fiscal  1996.  The  effect of the additional week on prior year revenues and net
income  was  an  increase  of  approximately  2%.                               

    Food  and  supply  sales  by  the  Company's distribution division were up
slightly  from  the  previous  year.  Increased  market  share  on  the  sale of
non-proprietary  food, supplies and equipment offset the decrease resulting from
the  additional  week  in  the  prior  fiscal  year.                            

     Franchise  revenue,  which includes royalties, license fees and income from
area  development  and foreign master license (collectively, "Territory") sales,
decreased 9% or $662,000 in fiscal 1997.  This was primarily due to lower income
from  Territory  sales  in the current year.  Proceeds from Territory sales vary
depending  on  size,  demographics  and  current  market  development  in  the  
Territories.  The  timing  and  recognition  of  Territory  sales  may  vary    
significantly from year to year.  Current year sales include partial recognition
of  proceeds  from  the  sale  of  new  Territory  rights  for  South Korea, the
Philippines,  Brazil, the Palestinian territories and Puerto Rico.  Current year
royalties  also  decreased  5%  or  $270,000, primarily due to the effect of the
additional  week  of  operations  in  fiscal 1996, as well as the closure during
fiscal 1996 of all 39 units in Korea upon termination of the Company's agreement
with  its  former  master  licensee.                                            

     Restaurant  sales,  which  consist  of sales from Company operated training
units, decreased 8% or $238,000 during the current year.  This was primarily the
result  of  the  closing  during  the third quarter of fiscal 1996 of one of the
Company  operated  units.                                                       

     Cost  of  sales  decreased  1% during fiscal 1997.  While product purchases
increased  as a result of slightly higher food and supply sales to the Company's
franchises,  this  was  offset  by  cost  efficiencies  in  other  areas.  Fleet
modernization  and  improvements  in  routing have reduced transportation costs,
warehouse productivity is up, and the Company continues to find opportunities to
improve  the  purchasing  process.                                              

     Franchise  expenses  include  selling, general and administrative expenses,
primarily wages and travel expenses, directly related to the sale and service of
franchises and Territories.  These costs have remained at the same level as last
year.                                                                           

     General and administrative expenses decreased 9% or $474,000 in the current
year.  In  fiscal  1997  the  Company  incurred  fewer  legal  fees  related  to
international  litigation.  In  addition, fiscal 1996 included a one-time charge
of  $95,000  to write down assets to market value at two Company operated units.

     Interest expense decreased 24% or $213,000 in fiscal 1997, as the result of
lower  debt  balances  and  lower  average  interest  rates.                    

     During fiscal 1997, a total of 67 new Pizza Inn franchise units were opened
for  business.  Domestically,  31 units were closed by franchisees or terminated
by  the  Company  typically  because of unsatisfactory standards of operation or
performance.  In  addition, 20 international units were closed, including all 19
units  operated  by  the  Company's  former  licensee  in  Taiwan.              

 FINANCIAL CONDITION

     Cash  and  cash  equivalents  remained the same in fiscal 1998 as cash flow
generated  from  operations  was  used  to  reduce  debt, purchase shares of the
Company's own common stock, and pay cash dividends on its common stock.  Current
year  debt  payments,  totaling  $2.2 million, reduced debt from $6.9 million to
$4.7 million at June 28, 1998.  The Company used $2.6 million in working capital
to reacquire 496,641 shares of its own common stock, at prevailing prices on the
open  market.  The  Company  also used $2.3 million to pay cash dividends on its
common  stock  during  1998.                                                    

     At  June  28,  1998,  the  net deferred tax asset balance was $6.7 million.
During  1998,  the  Company increased the net deferred tax asset by $263,000 for
general  business  tax  credits  due  to  expire between 2000 and 2001 through a
reduction  of the tax valuation allowance.  The Company believes that it is more
likely  than  not that these credits will be realized prior to expiration due to
increased  taxable  income  in  recent  years.                                  

     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 $739,000 related to the
potential expiration of certain tax credit carryforwards.  Future taxable income
at the same level as fiscal 1998 would be sufficient for full realization of the
net  tax  asset.  Additionally, management believes that taxable income based on
recent  growth  trends  of  the  Company's  franchise  base  should be more than
sufficient  to  enable  the  Company  to  realize its deferred tax asset without
reliance  on  material,  non-routine  income.                                   

    While  the  Company  expects  to  realize  substantial  benefit  from  the
utilization of its net operating loss carryforwards (which currently total $14.9
million  and  expire  in  2005)  to  reduce  its  federal tax liability, current
accounting  standards  dictate  that  this  benefit  can not be reflected in the
Company's  results  of  operations.  In  accordance  with  SFAS  109,  these    
carryforwards,  when  utilized, are reflected as a reduction of the deferred tax
asset  rather  than  a  reduction  of  income  tax expense.  This has caused the
Company to reflect an amount for federal income tax expense on its statements of
operations  at  an effective corporate rate of 31%, 34% and 34% for fiscal years
1998,  1997 and 1996, respectively.  However, the actual amount of taxes paid at
the  alternative minimum tax rate of approximately 2% is significantly less than
the  corporate  rate  reflected  on  the  Company's  statement  of  operations. 
Historically,  the  differences between pre-tax earnings for financial reporting
purposes  and  taxable  income  for  tax  purposes  have  consisted of temporary
differences  arising  from  the  timing  of depreciation, deductions for accrued
expenses  and deferred revenues, as well as permanent differences as a result of
the  exercise  of  stock  options  deducted  for income tax purposes but not for
financial  reporting  purposes.                                                 

     Under  the Internal Revenue Code, the utilization of net operating loss and
credit  carryforwards  could  be  limited if certain changes in ownership of the
Company's  Common  Stock were to occur.  The Company's Articles of Incorporation
contain  certain  restrictions  which are intended to reduce the likelihood that
such  changes  in  ownership  would  occur.                                     

 LIQUIDITY AND CAPITAL RESOURCES

     Cash  provided  by  operations  totaled $6.4 million in fiscal 1998 and was
used  primarily  to  service debt, to acquire the Company's common stock, to pay
cash  dividends  on  its  common  stock  and  to  fund  capital  expenditures.  

     The  Company  reduced  its  debt from $6.9 million at June 29, 1997 to $4.7
million  at  June  28, 1998.  In September 1998, the Company signed an agreement
with  its  current  lender  to  extend  the  term  of  its existing $9.5 million
revolving  credit  line  through  August  2000  and  to modify certain financial
covenants.                                                                      

     During  fiscal 1998, the Company purchased 496,641 shares of its own common
stock  on the open market for a total price of $2.6 million and acquired 102,478
shares  valued  at  current  market  price  of  $602,000  in connection with the
entering  into a new contract with a vendor, bringing the total number of shares
in  treasury  to  2,381,386  as of June 28, 1998.  All reacquired shares will be
held  as  treasury  stock  until  retired.                                      

     Capital  expenditures  of  $362,000 during fiscal 1998 primarily consist of
build-out  costs  associated  with the acquisition of new space at the corporate
offices  and  upgrading  the  Company's  computer  systems.                     

     The Company's future requirements for cash relate primarily to the periodic
purchase  of its own common stock, capital expenditures, payment of dividends on
its common stock and debt repayment.  The Company currently considers its common
stock  to  be  undervalued, and plans to aggressively purchase its own shares on
the  open  market  during  fiscal  1999.  For  the  period June 28, 1998 through
September  9,  1998, the Company has purchased 758,600 shares for a total amount
of  $4,057,735.  Although  the  existing  loan  agreement  does  not require the
Company  to  make  any  scheduled  debt reductions, the Company plans to further
reduce the bank debt during the second half of fiscal 1999.  Anticipated capital
expenditures  include  information  system  upgrades and warehouse improvements.
During  fiscal  1998,  the  Board  of  Directors  of  the  Company declared cash
dividends  on  the Company's common stock of approximately $3.1 million or $0.24
per  share.  Declaration  of  future  dividends will be at the discretion of the
Board  of  Directors.                                                           

     In  July  1997,  the Company reacquired the area development rights for the
majority  of  Tennessee  and portions of Kentucky.  The Company paid $986,000 in
cash  for  these rights, and recorded a long-term asset for the same amount.  In
March  1998,  the  Company sold this area development territory for $986,000 and
recognized  a  gain  on  the  sale  of the asset in the amount of $125,000 which
represented  amortization  of  the asset for nine months.  This transaction also
included  the full collection of receivables from the original ownership of this
territory  totaling  an  additional  $341,000.                                  

     The  Company's  primary  sources  of  cash  are sales from the distribution
division, royalties, license fees and Territory sales. Existing area development
and master license agreements contain development commitments that should result
in  future chainwide growth.  Related growth in distribution sales and royalties
are  expected  to provide adequate working capital to supply the needs described
above.  The  signing  of  any new area development or master license agreements,
which  cannot  be  predicted  with  certainty,  would  also  provide significant
infusions  of  cash.                                                            

ECONOMIC FACTORS

     The  costs  of  operations, including labor, supplies, utilities, financing
and  rental  costs,  to  the  Company  and its franchisees, can be significantly
affected  by  inflation and other economic factors.  Increases in any such costs
would  result  in  higher costs to the Company and its franchisees, which may be
partially  offset  by  price increases and increased efficiencies in operations.
The  Company's  revenues  are also affected by local economic trends where units
are  concentrated.  The  Company  intends to pursue franchise development in new
markets  in  the  United  States  and  other countries, which would mitigate the
impact  of  local  economic  factors.                                           

     The  Company  has  assessed  its  computerized  systems  to determine their
ability  to  correctly  identify  the  year  2000  and is devoting the necessary
internal  and  external  resources to replace, upgrade or modify all significant
systems  related  to  the  year 2000.  The Company's assessment, purchase of new
equipment  and  installation  of new software are completed.  The conversion and
testing  of data are scheduled to begin in October 1998.  We anticipate that all
of our systems will be year 2000 compliant by June 1999.  The Company's existing
software  system has a carrying value of $183,000 at June 29, 1998 which will be
amortized  over  twelve  months  through  June  1999.                           

     Because  third party computer failures could also have a material impact on
our  ability  to  conduct  business,  confirmations are being requested from our
material  vendors  and  suppliers  to  certify that plans are being developed to
address  and  become  compliant with the year 2000 issues.  The Company believes
that any year 2000 impact on its franchisee base will have no material effect on
the  Company  since  sales  information  is  not currently communicated  through
computer  systems.  Through  the  assessment  of  the  Company's non-information
technology  systems,  management  has  determined  that  no  modifications  are 
required  for  year 2000 compliance in this area.                               

    Currently  the  Company  can not clearly identify or therefore address the
most  reasonably  likely  worse  case  scenario  regarding year 2000 compliance.
Additionally,  we  plan  to  have  all  new compliance systems noted above fully
implemented  by  June  1999.  Therefore, management does not believe there is an
immediate  need  for  a  contingency  plan.  However,  during the implementation
process,  management  plans  to  closely monitor any problems which should arise
requiring  a contingency plan and to then expeditiously develop such alternative
plans  based  on  these  specific  needs.                                       

     New software, testing, and conversion of systems and applications will cost
approximately  $450,000  and  new  hardware  components  will cost approximately
$300,000.  Total  system  upgrades  are  expected  to  position  the Company for
anticipated  future growth and enhance corporate service capabilities.  Of these
costs,  approximately $86,000 had been incurred by year-end 1998.  All the above
capital  expenditures  are  expected  to  be  funded  through  a 36-month lease.

     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.                                             

PIZZA INN, INC. 

ITEM  8  -  FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA                     

Index  to  Financial  Statements  and  Schedules:                               

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FINANCIAL STATEMENTS                                                            PAGE NO.
                                                                                        

Report of Independent Accountants. . . . . . . . . . . . . . . . . . . . . . .        15

Consolidated Statements of Operations for the years ended                               
  June 28, 1998, June 29, 1997, and June 30, 1996. . . . . . . . . . . . . . .        16

Consolidated Balance Sheets at June 28, 1998 and June 29, 1997.. . . . . . . .        17

Consolidated Statements of Shareholders' Equity for the years                           
  ended June 28, 1998, June 29, 1997, and June 30, 1996. . . . . . . . . . . .        18

Consolidated Statements of Cash Flows for the years ended June 28, 1998,                
  June 29,1997, and June 30, 1996. . . . . . . . . . . . . . . . . . . . . . .        19

Notes to Consolidated Financial Statements.. . . . . . . . . . . . . . . . . .        21

  FINANCIAL STATEMENT SCHEDULES                                                         

  Schedule II   -  Consolidated Valuation and Qualifying Accounts. . . . . . .        33

  All other schedules are omitted because they are not applicable, not                  
  required or because the required information is included in the consolidated          
  financial statements or notes thereto.                                                

REPORT OF INDEPENDENT ACCOUNTANTS 
 ---------------------------------

To  the  Board  of  Directors                                                   
and  Shareholders  of  Pizza  Inn,  Inc.                                        

In  our  opinion,  the  consolidated  financial  statements  listed  in  the    
accompanying  index  present  fairly,  in  all  material respects, the financial
position  of  Pizza  Inn,  Inc. (the "Company") and its subsidiaries at June 28,
1998 and June 29, 1997, and the results of their operations and their cash flows
for  each  of  the  three years in the period ended June 28, 1998, in conformity
with  generally  accepted accounting principles.  These financial statements are
the responsibility of the Company's management; our responsibility is to express
an opinion on these financial statements based on our audits.  We  conducted our
audits  of  these  statements  in  accordance  with  generally accepted auditing
standards  which require that we plan and perform the audit to obtain reasonable
assurance  about  whether  the  financial  statements  are  free  of  material  
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,  assessing  the 
accounting  principles  used  and  significant estimates made by management, and
evaluating  the  overall  financial statement presentation.  We believe that our
audits  provide  a  reasonable  basis  for  the  opinion  expressed  above.     

PricewaterhouseCoopers  LLP                                                     

Dallas,  Texas                                                                  
August  17,  1998                                                               

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

                                                     YEAR ENDED            
                                                    -----------            
                                           JUNE 28,    JUNE 29,   JUNE 30, 
REVENUES:                                    1998        1997       1996   
                                          -----------  ---------  ---------
                                                                           
     Food and supply sales . . . . . . .  $    58,491  $  59,557     58,823
     Franchise revenue . . . . . . . . .        6,468      6,750      7,412
     Restaurant sales. . . . . . . . . .        2,684      2,696      2,934
     Other income. . . . . . . . . . . .          997        120        272
                                          -----------  ---------  ---------
                                               68,640     69,123     69,441
                                          -----------  ---------  ---------

COSTS AND EXPENSES:                                                        
     Cost of sales . . . . . . . . . . .       53,119     53,634     54,273
     Franchise expenses. . . . . . . . .        3,209      2,978      3,019
     General and administrative expenses        4,557      4,879      5,353
     Provision for bad debt. . . . . . .          230        110          -
     Interest expense. . . . . . . . . .          502        662        875
                                          -----------  ---------  ---------
                                               61,617     62,263     63,520
                                          -----------  ---------  ---------

INCOME BEFORE INCOME TAXES . . . . . . .        7,023      6,860      5,921

     Provision for income taxes. . . . .        2,143      2,332      2,013
                                          -----------  ---------  ---------

NET INCOME . . . . . . . . . . . . . . .  $     4,880  $   4,528  $   3,908
                                          ===========  =========  =========

BASIC EARNINGS PER COMMON SHARE. . . . .  $      0.38  $    0.35  $    0.30
                                          ===========  =========  =========

DILUTED EARNINGS PER COMMON SHARE. . . .  $      0.36  $    0.33  $    0.28
                                          ===========  =========  =========

DIVIDENDS DECLARED PER COMMON SHARE. . .  $      0.24  $       -  $       -
                                          ===========  =========  =========

WEIGHTED AVERAGE COMMON SHARES . . . . .       12,692     12,873     13,209
                                          ===========  =========  =========

WEIGHTED AVERAGE COMMON AND                                                
     DILUTIVE POTENTIAL COMMON SHARES. .       13,468     13,707     13,872
                                          ===========  =========  =========
<FN>                                                                       

          See accompanying Notes to Consolidated Financial Statements.     

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                                 PIZZA INN, INC.                                 
                           CONSOLIDATED BALANCE SHEETS                           
                                  (IN THOUSANDS)                                 

                                                             JUNE 28,   JUNE 29, 
ASSETS                                                         1998       1997   
                                                             ---------  ---------
CURRENT ASSETS                                                                   
                                                                                 
     Cash and cash equivalents. . . . . . . . . . . . . . .  $   2,335  $   2,332
     Accounts receivable, less allowance for doubtful                            
       accounts of $825 and $939, respectively. . . . . . .      6,021      6,711
     Notes receivable, current portion, less allowance                           
       for doubtful accounts of $174 and $60, respectively.        741        593
     Inventories. . . . . . . . . . . . . . . . . . . . . .      1,953      2,224
     Prepaid expenses and other . . . . . . . . . . . . . .        556        452
                                                             ---------  ---------
           Total current assets . . . . . . . . . . . . . .     11,606     12,312
Property, plant and equipment, net. . . . . . . . . . . . .      1,921      2,044
Property under capital leases, net. . . . . . . . . . . . .        761        934
Deferred taxes, net . . . . . . . . . . . . . . . . . . . .      6,705      8,492

OTHER ASSETS                                                                     
     Long-term notes receivable, less                                            
       allowance for doubtful accounts of $8 and $122,                           
       respectively . . . . . . . . . . . . . . . . . . . .        436        149
     Deposits and other . . . . . . . . . . . . . . . . . .        344        379
                                                             ---------  ---------
                                                             $  21,773  $  24,310
                                                             =========  =========
LIABILITIES AND SHAREHOLDERS' EQUITY                                             
CURRENT LIABILITIES                                                              
     Accounts payable - trade . . . . . . . . . . . . . . .  $   2,014  $   1,482
     Accrued expenses . . . . . . . . . . . . . . . . . . .      2,507      2,917
     Current portion of capital lease obligations . . . . .        125        115
                                                             ---------  ---------
           Total current liabilities. . . . . . . . . . . .      4,646      4,514

LONG-TERM LIABILITIES                                                            
     Long-term debt . . . . . . . . . . . . . . . . . . . .      4,700      6,910
     Long-term capital lease obligations. . . . . . . . . .        754        879
     Other long-term liabilities. . . . . . . . . . . . . .        756        786
                                                             ---------  ---------
                                                                10,856     13,089
                                                             ---------  ---------

COMMITMENTS AND CONTINGENCIES (See Note I)                                       

SHAREHOLDERS' EQUITY                                                             
     Common Stock, $.01 par value; authorized 26,000,000                         
       shares; outstanding 12,528,436 and 12,713,562                             
       shares, respectively (after deducting shares in                           
       treasury:  1998 - 2,381,386; 1997 -1,790,416). . . .        125        127
     Additional paid-in capital . . . . . . . . . . . . . .      4,911      4,061
     Retained earnings. . . . . . . . . . . . . . . . . . .      5,881      7,033
                                                             ---------  ---------
           Total shareholders' equity . . . . . . . . . . .     10,917     11,221
                                                             ---------  ---------
                                                             $  21,773  $  24,310
                                                             =========  =========
<FN>                                                                             

           See accompanying Notes to Consolidated Financial Statements.          

                                                        · Enlarge/Download Table


                                                       PIZZA INN, INC.                                                       
                                       CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY                                       
                                                        (IN THOUSANDS)                                                       

                                                                               ADDITIONAL                                    
                                            COMMON STOCK                         PAID-IN         RETAINED                    
                                               SHARES           AMOUNT           CAPITAL         EARNINGS          TOTAL     
                                            -------------  ----------------  ---------------  ---------------  --------------
                                                                                                                             

BALANCE, JUNE 25, 1995 . . . . . . . . . .        13,527   $           135   $        3,974   $        3,293   $       7,402 

Stock options exercised. . . . . . . . . .           291                 3              491                -             494 
Acquisition of treasury stock. . . . . . .          (941)               (9)            (781)          (2,908)         (3,698)
Net income . . . . . . . . . . . . . . . .             -                 -                -            3,908           3,908 
                                            -------------  ----------------  ---------------  ---------------  --------------

BALANCE, JUNE 30, 1996 . . . . . . . . . .        12,877   $           129   $        3,684   $        4,293   $       8,106 

Stock options exercised. . . . . . . . . .           267                 2              503                -             505 
Acquisition of treasury stock. . . . . . .          (430)               (4)            (126)          (1,788)         (1,918)
Net income . . . . . . . . . . . . . . . .             -                 -                -            4,528           4,528 
                                            -------------  ----------------  ---------------  ---------------  --------------

BALANCE, JUNE 29, 1997 . . . . . . . . . .        12,714   $           127   $        4,061   $        7,033   $      11,221 

Stock options exercised. . . . . . . . . .           414                 4            1,247                -           1,251 
Tax benefits associated                                                                                                      
    with stock options . . . . . . . . . .             -                 -             (179)               -            (179)
Dividends declared . . . . . . . . . . . .             -                 -                -           (3,052)         (3,052)
Acquisition of treasury stock (see Note K)          (600)               (6)            (218)          (2,980)         (3,204)
Net income . . . . . . . . . . . . . . . .             -                 -                -            4,880           4,880 
                                            -------------  ----------------  ---------------  ---------------  --------------

BALANCE, JUNE 28, 1998 . . . . . . . . . .        12,528   $           125   $        4,911   $        5,881   $      10,917 
                                            =============  ================  ===============  ===============  ==============

<FN>                                                                                                                         

                                                  See  accompanying  Notes  to  Consolidated  Financial  Statements.         

                                                        · Enlarge/Download Table


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

                                                                                     YEAR ENDED                        
                                                                                   -----------------                   
                                                                     JUNE 28,           JUNE 29,          JUNE 30,     
                                                                       1998               1997              1996       
                                                                 -----------------  ----------------  -----------------

CASH FLOWS FROM OPERATING ACTIVITIES:                                                                                  
                                                                                                                       
  Net income. . . . . . . . . . . . . . . . . . . . . . . . . .  $          4,880   $         4,528   $          3,908 
  Adjustments to reconcile net income to                                                                               
     cash provided by operating activities:                                                                            
     Depreciation and amortization. . . . . . . . . . . . . . .               902               707                595 
     Provision for bad debt . . . . . . . . . . . . . . . . . .               230               110                  - 
     Income from transfer of Pizza Inn stock (see Note K) . . .              (602)                -                  - 
     Utilization of pre-reorganization net operating                                                                   
     loss carryforwards . . . . . . . . . . . . . . . . . . . .             1,787             2,195              1,895 
  Changes in assets and liabilities:                                                                                   
     Restricted cash and short-term investments . . . . . . . .                 -               360                 (7)
     Notes and accounts receivable. . . . . . . . . . . . . . .                25              (762)            (1,002)
     Inventories. . . . . . . . . . . . . . . . . . . . . . . .               271              (305)              (329)
     Accounts payable - trade . . . . . . . . . . . . . . . . .               532              (849)             1,147 
     Accrued expenses . . . . . . . . . . . . . . . . . . . . .            (1,170)             (241)              (183)
     Prepaid expenses and other . . . . . . . . . . . . . . . .              (408)              (23)               195 
                                                                 -----------------  ----------------  -----------------
     CASH PROVIDED BY OPERATING ACTIVITIES. . . . . . . . . . .             6,447             5,720              6,219 
                                                                 -----------------  ----------------  -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:                                                                                  

  Capital expenditures. . . . . . . . . . . . . . . . . . . . .              (362)             (628)              (639)
  Acquisition of area development territory . . . . . . . . . .              (986)                -                  - 
  Proceeds from sale of re-acquired area development territory.               986                 -                  - 
  Proceeds from sales of assets . . . . . . . . . . . . . . . .                65                 -                 84 
                                                                 -----------------  ----------------  -----------------
     CASH USED FOR INVESTING ACTIVITIES . . . . . . . . . . . .              (297)             (628)              (555)
                                                                 -----------------  ----------------  -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:                                                                                  

  Repayments of long-term bank debt and                                                                                
     capital lease obligations. . . . . . . . . . . . . . . . .            (2,325)           (2,000)            (3,479)
  Dividends paid. . . . . . . . . . . . . . . . . . . . . . . .            (2,292)                -                  - 
  Proceeds from exercise of stock options . . . . . . . . . . .             1,072               505                494 
  Purchases of treasury stock . . . . . . . . . . . . . . . . .            (2,602)           (1,918)            (3,698)
                                                                 -----------------  ----------------  -----------------
     CASH USED FOR FINANCING ACTIVITIES . . . . . . . . . . . .            (6,147)           (3,413)            (6,683)
                                                                 -----------------  ----------------  -----------------

Net increase (decrease) in cash and cash equivalents. . . . . .                 3             1,679             (1,019)
Cash and cash equivalents, beginning of period. . . . . . . . .             2,332               653              1,672 
                                                                 -----------------  ----------------  -----------------
Cash and cash equivalents, end of period. . . . . . . . . . . .  $          2,335   $         2,332   $            653 
                                                                 -----------------  ----------------  -----------------
<FN>                                                                                                                   

                              See accompanying Notes to Consolidated Financial Statements.                             

                                                                · Download Table


                SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION         
                                  (IN THOUSANDS)                          

                                                   YEAR ENDED             
                                                   -----------            
                                          JUNE 28,    JUNE 29,   JUNE 30, 
                                            1998        1997       1996   
                                         -----------  ---------  ---------
                                                                          
CASH PAYMENTS FOR:                                                        
     Interest . . . . . . . . . . . . .  $       526  $     612  $     880
     Income taxes . . . . . . . . . . .          160        150        110

NONCASH FINANCING AND INVESTING                                           
ACTIVITIES:                                                               
     Capital lease obligations incurred  $         -  $       -  $     477


 PIZZA INN, INC.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  A  -  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES:  

DESCRIPTION  OF  BUSINESS:                                                      

Pizza Inn, Inc. (the "Company"), a Missouri corporation incorporated in 1983, is
the  successor  to  a  Texas  company of the same name which was incorporated in
1961.  The Company is the franchisor and food and supply distributor to a system
of  restaurants  operating  under  the  trade  name  "Pizza  Inn" (R).          

On  June 28, 1998 the Pizza Inn system consisted of ----508 locations, including
four  Company operated units and 504 franchised units.  The Company is currently
franchised  in  22  states and 18 foreign countries.  Domestic units are located
predominantly  in  the  southern  half  of  the United States, with Texas, North
Carolina  and  Arkansas  accounting  for  approximately  29%,  15%,  and  11%,  
respectively, of the total.  Norco Distributing Company ("Norco"), a division of
the  Company,  distributes food products, equipment, and other supplies to units
in  the  United  States  and,  to  the  extent  feasible,  in  other  countries.

PRINCIPLES  OF  CONSOLIDATION:                                                  

The  consolidated  financial  statements include the accounts of the Company and
its  wholly-owned  subsidiaries.  All  appropriate  intercompany  balances  and 
transactions  have  been  eliminated.  Certain  prior  year  amounts  have  been
reclassified  to  conform  with  current  year  presentation.                   

CASH  AND  CASH  EQUIVALENTS:                                                   

The  Company  considers all highly liquid investments purchased with an original
maturity  of  three  months  or  less  to  be  cash  equivalents.               

INVENTORIES:                                                                    

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.                             

PROPERTY,  PLANT  AND  EQUIPMENT:                                               

Property,  plant  and  equipment,  including  property  under capital leases, is
stated  at  cost less accumulated depreciation.  Depreciation is computed on the
straight-line  method  over  the  useful  lives of the assets or, in the case of
leasehold  improvements,  over  the  term  of the lease, if shorter.  The useful
lives  of  the  assets  range  from  seven  to  eight  years.                   

It  is  the  Company's policy to periodically review the net realizable value of
its  long-lived assets through an assessment of  the estimated future cash flows
related  to  such  assets.  In  the event that assets are found to be carried at
amounts  which  are  in  excess  of  estimated gross future cash flows, then the
assets will be adjusted for impairment to a level commensurate with a discounted
cash  flow  analysis  of  the  underlying  assets.  Based  upon  its most recent
analysis, the Company believes no impairment of long-lived assets exists at June
28,  1998.                                                                      

ACCOUNTS  RECEIVABLE:                                                           

Accounts receivable consists 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.  For the years
ended  June 28, 1998 and June 29, 1997, provisions of $230,000 and $110,000 were
recorded,  respectively.  No  provision was recorded for the year ended June 30,
1996.                                                                           

NOTES  RECEIVABLE:                                                            

Notes receivable primarily consist of notes from franchisees for the purchase of
area  development and master license territories and the refinancing of existing
trade  receivables.  These  notes  generally have terms ranging from one to five
years,  with  interest  rates of 8% to 12%.  The Company records a provision for
doubtful  receivables  to  allow  for  any  amounts  which may be unrecoverable.

INCOME  TAXES:                                                                  

Income  taxes are accounted for using the asset and liability method pursuant to
Statement  of  Financial  Accounting  Standards  No. 109, "Accounting for Income
Taxes"  ("SFAS 109").  Deferred taxes are recognized for the tax consequences of
"temporary  differences"  by  applying enacted statutory tax rates applicable to
future years to differences between the financial statement and carrying amounts
and  the  tax  bases of existing assets and liabilities.  The effect on deferred
taxes  for  a  change  in  tax  rates is recognized in income in the period that
includes  the  enactment date.  In addition, FAS 109 requires the recognition of
future  tax  benefits  to  the extent that realization of such benefits are more
likely  than  not.                                                              

TREASURY  STOCK:                                                                

The  excess  of  the  cost of shares acquired for the treasury over par value is
allocated  to  additional  paid-in  capital  based  on  the  per share amount of
additional capital for all shares in the same issue, with any difference charged
to  retained  earnings.  All  reacquired  shares  will be held in treasury until
retired.                                                                        

DISTRIBUTION  DIVISION  OPERATIONS:                                             

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."                                            

FRANCHISE  REVENUE:                                                             

Franchise  revenue  consists  of  income  from license fees, royalties, and area
development  and  foreign  master  license  (collectively,  "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.
For the years ended June 28, 1998, June 29, 1997 and June 30, 1996, 84%, 78% and
75%,  respectively,  of  franchise revenue was comprised of recurring royalties.

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.  When  the  Company  has  no  continuing  substantive
obligations  of  performance  to the area developer or master licensee regarding
the  fee,  the  Company  recognizes  the fee to the extent of cash received.  If
continuing obligations exist, fees are recognized ratably during the performance
of  those  obligations.  Territory fees recognized as income for the years ended
June  28,  1998,  June  29, 1997 and June 30, 1996 were $666,000, $1,154,000 and
$1,630,000  respectively.                                                       

DISCLOSURE  ABOUT  FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS:                     

The  carrying  amounts of short-term investments, accounts and notes receivable,
and  debt  approximate  fair  value.                                            

USE  OF  MANAGEMENT  ESTIMATES:                                                 

The  preparation  of  financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect  the reported amounts of assets and liabilities, and related revenues and
expenses  and  disclosure  of  gain  and  loss  contingencies at the date of the
financial  statements.    Actual  results  could  differ  from  those estimates.

FISCAL  YEAR:                                                                   

The  Company's  fiscal year ends on the last Sunday in June.  Fiscal years ended
June  28,  1998 and June 29, 1997 contained 52 weeks, and fiscal year ended June
30,  1996  contained  53  weeks.                                                

NEW  PRONOUNCEMENTS:                                                            

In June 1997, the Financial Accounting Standards Board ("FASB") issued Statement
No.  130,  "Reporting  Comprehensive  Income"  ("SFAS 130") effective for fiscal
years beginning after December 15, 1997.  SFAS 130 establishes standards for the
reporting  and  display of comprehensive income and its components in a full set
of  financial  statements.  The adoption of this statement in fiscal 1999 is not
expected  to  have  an  affect  on  the  Company's  financial  statements.      

In  June 1997, the FASB issued Statement No. 131, "Disclosures about Segments of
an  Enterprise  and Related Information" ("SFAS 131") effective for fiscal years
beginning  after  December  31,  1997.  SFAS  131 requires companies to disclose
certain information about their operating segments, their products and services,
their  major  customers  and  the  geographic  areas in which they operate.  The
determination  of  reportable  segments  under  SFAS  131  is  based on material
segments  of  a  company  whose  operating results are regularly reviewed by the
Company's  chief operating decision maker in determining allocation of resources
between  the segments and assessing their performance.  The Company is presently
evaluating  its  reporting  requirements  under  this  standard.                

NOTE  B  -  PROPERTY,  PLANT  AND  EQUIPMENT:                                   

Property,  plant  and equipment and property under capital leases consist of the
following  (in  thousands):                                                     

                                                                · Download Table

                                      JUNE 28,    JUNE 29,
                                        1998        1997  
                                   ----------  ---------- 
                                                          
Property, plant and equipment:                            
Equipment, furniture and fixtures  $   3,992   $   3,732  
Leasehold improvements. . . . . .      1,326       1,224  
                                   ----------  ---------- 
                                       5,318       4,956  
Less: accumulated depreciation. .     (3,397)     (2,912) 
                                   ----------  ---------- 
                                   $   1,921   $   2,044  
                                   ==========  ========== 
Assets under capital leases:                              
Real Estate . . . . . . . . . . .  $     118   $     118  
Equipment . . . . . . . . . . . .      1,396       1,396  
                                   ----------  ---------- 
                                       1,514       1,514  
Less: accumulated amortization. .       (753)       (580) 
                                   ----------  ---------- 
                                   $     761   $     934  
                                   ==========  ========== 

Depreciation  and  amortization expense was $902,000, $707,000, and $595,000 for
the  years  ended June 28, 1998, June 29, 1997, and June 30, 1996, respectively.

NOTE  C  -  ACCRUED  EXPENSES:                                                  

Accrued  expenses  consist  of  the  following  (in  thousands):                

                                                                · Download Table


                                     JUNE 28,   JUNE 29,
                                       1998       1997  
                                   ---------  --------- 
                                                        
Compensation. . . . . . . . . . .  $     824  $   1,145 
Legal and other professional fees         35        309 
Deferred franchise revenue. . . .        237        624 
Accrued dividends payable . . . .        760          - 
Other                                                   
                                         651        839 
                                   ---------  --------- 
                                   $   2,507  $   2,917 
                                   =========  ========= 

NOTE  D  -  LONG-TERM  DEBT:                                                    

In  December  1994,  the  Company  entered  into  a  loan  agreement  (the "Loan
Agreement")  with  two  banks,  in  which  the  Company  refinanced its existing
indebtedness  of  $14  million under a term loan facility which was to mature in
November  1998.  The  Loan  Agreement  also  provided for a $1 million revolving
credit  line,  which  was renewable in November 1997.  Interest on both the term
loan  and  the revolving credit line was payable monthly.  Interest was provided
for at a rate equal to prime plus an interest rate margin from 0.5% to 1.25% or,
at  the  Company's  option,  at  the  Eurodollar  rate plus 1.25% to 2.25%.  The
interest  rate  margin  was  based  on  the  Company's performance under certain
financial  ratio  tests.  A 0.5% annual commitment fee was payable on any unused
portion  of  the  revolving  credit  line.                                      

Principal  payments  on  the  term  loan  were payable quarterly, with a balloon
payment  due  at  the  end  of  the term. The Loan Agreement contained covenants
which,  among  other  things,  required the Company to satisfy certain financial
ratios  and  restricted  additional  debt  and  payment  of  dividends.  The    
indebtedness  was  secured  by  essentially  all  of  the  Company's  assets.   

In  August  1997,  the Company signed a new agreement (the "New Loan Agreement")
with  its  current  lender,  Wells  Fargo,  to  refinance  its  debt under a new
revolving  credit facility.  The new $9.5 million revolving credit line replaced
the  Company's  $6.9 million term loan and its $1 million revolving credit line.
The  revolving  credit note matures in August 1999 and is secured by essentially
all  of  the Company's assets.  Amounts outstanding under the New Loan Agreement
were  $4.7  million  and  $6.9  million  at  fiscal  year  end  1998  and  1997,
respectively.                                                                   

Interest  on the revolving credit line is payable monthly.  Interest is provided
for at a rate equal to prime plus an interest rate margin from -1.0% to 0.0% or,
at  the  Company's  option,  at  the  Eurodollar  rate plus 1.25% to 2.25%.  The
interest  rate  margin  is  based  on  the  Company's  performance under certain
financial  ratio tests.  As of June 28, 1998, the Company was in compliance with
all  of  its  debt  covenants.  A  0.5%  annual commitment fee is payable on any
unused  portion  of the revolving credit line.  As of June 28, 1998 and June 29,
1997,  the Company's effective interest rates were 6.91% and 6.94%, respectively
(with  a  Eurodollar  rate  basis).                                             

The New Loan Agreement contains covenants which, among other things, require the
Company  to  satisfy  certain financial ratios and restrict additional debt.  In
accordance with SFAS 6, "Classification of Short-Term Obligations Expected to be
Refinanced", the entire balance outstanding under the Loan Agreement at June 29,
1997  was  classified  as  long-term  to  reflect the provisions of the New Loan
Agreement.                                                                      

PIBCO,  Ltd.,  a wholly owned insurance subsidiary of the Company, in the normal
course  of  operations,  arranged  for  the  issuance  of a  letter of credit to
reinsurers  to  secure  loss  reserves.  At June 28, 1998 and June 29, 1997 this
letter of credit was secured under the Company's revolving line of credit.  Loss
reserves for approximately the same amount have been recorded by PIBCO, Ltd. and
are  reflected  as  current  liabilities  in the Company's financial statements.

In  September  1998,  the Company signed an agreement with its current lender to
extend  the  term  of  its  existing  $9.5 million revolving credit line through
August  2000  and  to  modify  certain  financial  covenants.                   

NOTE  E  -  INCOME  TAXES:                                                      

The  effective  federal  income tax rate did not vary from the statutory rate of
34% for the years ended June 29, 1997 and June 30, 1996.  However, the effective
federal  income  tax rate varied from the statutory rate for the year ended June
28,  1998  as  follows:                                                         

                                                                · Download Table

                                        June 28,      
                                          1998        
                                   -------------------
(in thousands)                                        
                                                      
Federal income taxes based on 34%                     
   of book income . . . . . . . .  $            2,388 
Permanent adjustments . . . . . .                (102)
Change in valuation allowance . .                (638)
Expired credits . . . . . . . . .                 375 
Other . . . . . . . . . . . . . .                 120 
                                   -------------------
                                   $            2,143 
                                   ===================

Income  tax  expense  consists  of  the  following  (in  thousands):            

                                                                · Download Table


                            JUNE 28,   JUNE 29,   JUNE 30, 
                              1998       1997       1996   
                            ---------  ---------  ---------
                                                           
Federal:                                                   
     Current . . . . . . .  $     356  $     137  $     118
     Deferred. . . . . . .      1,787      2,195      1,895
                            ---------  ---------  ---------
Provision for income taxes  $   2,143  $   2,332  $   2,013
                            =========  =========  =========

The tax effects of temporary differences which give rise to the net deferred tax
assets  (liabilities)  consisted  of  the  following  (in  thousands):          

                                                                · Download Table


                            JUNE 28,    JUNE 29,
                              1998        1997  
                          ----------  ----------
                                                
Reserve for bad debt . .  $     382   $     422 
Depreciable assets . . .        507         423 
Deferred fees. . . . . .         70         204 
Other reserves . . . . .       (212)       (137)
NOL carryforwards. . . .      5,100       7,013 
Credit carryforwards . .      1,597       1,944 
                          ----------  ----------

Gross deferred tax asset  $   7,444   $   9,869 

Valuation allowance. . .       (739)     (1,377)
                          ----------  ----------

Net deferred tax asset .  $   6,705   $   8,492 
                          ==========  ==========

As  of  June  28,  1998,  the  Company  had $14.9 million of net operating loss 
carryforwards that expire in 2005.  The Company also had $1.0 million of general
business  credit  carryforwards  expiring  between 1999 and 2001 and $558,000 of
minimum  tax  credits  that  can be carried forward indefinitely.  The valuation
allowance  was  established  upon  adoption of SFAS 109, since it is more likely
than  not that a portion of certain of the general business credit carryforwards
will  expire  before  they  can  be  utilized.                                  

In  fiscal  1998,  the  Company increased the net deferred tax asset by $263,000
for  general  business tax credits due to expire between 2000 and 2001 through a
reduction  of the tax valuation allowance.  The Company believes that it is more
likely  than  not that these credits will be realized prior to expiration due to
increased  taxable  income  in  recent  years.                                  

Under  the  Internal  Revenue  Code,  the  utilization of net operating loss and
credit  carryforwards  could  be  limited if certain changes in ownership of the
Company's  Common  Stock were to occur.  The Company's Articles of Incorporation
contain  certain  restrictions  which are intended to reduce the likelihood that
such  changes  in  ownership  would  occur.                                     

NOTE  F  -  LEASES:                                                             

All of the real property occupied by the Company operated restaurants is leased 
for  initial  terms  ranging from five to twenty-five years with renewal options
ranging from five to fifteen years.  Most of the lease agreements contain either
provisions  requiring  additional  rent  if  sales  exceed specified amounts, or
escalation  clauses  based  on  changes  in  the  Consumer  Price               
Index.                                                                          

The  Company leases 23,402 square feet in Dallas, Texas for its corporate office
and  76,700  square  feet  in  Grand  Prairie, Texas for its Norco warehouse and
office  facilities  under operating leases.  The leases expire in 2003 and 2001,
respectively.  The  Company  also leases 2,736 square feet in Addison, Texas for
its  training  facility  with  a  term  expiring  in  2001.                     

The  Company's  distribution  division currently leases a significant portion of
its  transportation  equipment  under leases with terms from five to seven years
under  operating  and  capital  leases.  Some  of the leases include fair market
value  purchase  options  at  the  end  of  the  term.                          

Future  minimum  rental  payments  under  non-cancelable  leases with initial or
remaining  terms  of  one  year  or  more  at  June  28, 1998 are as follows (in
thousands):                                                                     

                                                        · Enlarge/Download Table


                                                   Capital Leases     Operating  Leases  
                                                  ----------------  ---------------------
                                                                                         
1999. . . . . . . . . . . . . . . . . . . . . . . $           193   $                 838
2000. . . . . . . . . . . . . . . . . . . . . . .             193                     763
2001. . . . . . . . . . . . . . . . . . . . . . .             193                     613
2002. . . . . . . . . . . . . . . . . . . . . . .             310                     497
2003. . . . . . . . . . . . . . . . . . . . . . .              91                     310
Thereafter. . . . . . . . . . . . . . . . . . . .             131                     331
                                                  ----------------  ---------------------
                                                  $         1,111   $               3,352
                                                                         ================
Less amount representing interest . . . . . . . .            (232)                       
                                                  ----------------                       
Present value of total obligations under capital                                         
     leases . . . . . . . . . . . . . . . . . . .             879                        
Less current portion. . . . . . . . . . . . . . .            (125)                       
                                                  ----------------                       
Long-term capital lease obligations . . . . . . . $           754                        
                                                  ================                       


Rental  expense  consisted  of  the  following  (in  thousands):                

                                                                · Download Table


                     Year Ended    Year Ended    Year Ended 
                      June 28,      June 29,      June 30,  
                        1998          1997          1996    
                    ------------  ------------  ------------
                                                            
Minimum rentals. .  $     1,193   $     1,117   $     1,068 
Contingent rentals           15            11            11 
Sublease rentals .          (87)          (90)         (127)
                    ------------  ------------  ------------
                    $     1,121   $     1,038   $       952 
                    ============  ============  ============

In  August  1998,  the  Company entered into a new lease agreement for computer 
software  and  hardware  equipment.  The term of this agreement is 36 months and
future minimum lease payments under this agreement total approximately $827,000.

In  September 1998, the Company's distribution division entered into a new lease
agreement  for  transportation  equipment.  The  agreement  will  extend through
August  2002  and  provide a modernized fleet for distribution of goods.  Future
minimum  lease  payments  under  this  agreement  total  $1,754,000.            

NOTE  G  -  EMPLOYEE  BENEFITS:                                                 

The  Company  has  a  tax  advantaged savings plan which is designed to meet the
requirements  of  Section 401(k) of the Internal Revenue Code (the "Code").  The
current plan is a modified continuation of a similar savings plan established by
the Company in 1985.  Employees who have completed six months of service and are
at  least  21  years  of  age are eligible to participate in the plan.  The plan
provides  that  participating  employees may elect to have between 1% and 15% of
their  compensation  deferred and contributed to the plan.  From January 1, 1993
through January 1, 1998, the Company contributed on behalf of each participating
employee  an  amount  equal  to  50%  of  the first 3% and 25% of next 3% of the
employee's  contribution.  Effective January 1, 1998, the Company contributes on
behalf  of  each  participating employee an amount equal to 100% up to 6% of the
employee's  contribution.  Separate  accounts  are  maintained  with  respect to
contributions  made  on  behalf  of  each  participating  employee.  The plan is
subject  to the provisions of the Employee Retirement Income Security Act and is
a profit sharing plan as defined in Section 401 of the Code.  The Company is the
administrator  of  the  plan.  Participants  may  direct  elective deferrals and
earnings  thereon and employer matching contributions and earnings thereon prior
to  January 1, 1998.  Effective January 1, 1998, employer matching contributions
and  earnings  thereon  are  invested  in  Common  Stock  of  the  Company.     

For  the  years  ended  June  28,  1998, June 29, 1997, and June 30, 1996, total
matching  contributions  to  the  tax  advantaged savings plan by the Company on
behalf  of  participating  employees  were  $116,862,  $58,774,  and  $60,394,  
respectively.                                                                   

NOTE  H  -  STOCK  OPTIONS:                                                     

On  September  1, 1992, the Company adopted the 1992 Stock Award Plan (the "1992
Plan").  All  officers,  employees and elected outside directors are eligible to
participate.  The  Company's  1992  Plan is a combined nonqualified stock option
and  stock  appreciation  rights  arrangement.  A total of two million shares of
Pizza  Inn, Inc. Common Stock were originally authorized to be awarded under the
1992 Plan.  A total of 973,073 options were actually granted under the 1992 Plan
through  December  1993.  In  January 1994, the 1993 Stock Award Plan ("the 1993
Plan")  was approved by the Company's shareholders with a plan effective date of
October 13, 1993.  Officers and employees of the Company are eligible to receive
stock  options  under the 1993 Plan.  Options are granted at market value of the
stock  on the date of grant, are subject to various vesting and exercise periods
ranging  from  six  months  to  three  years, and may be designated as incentive
options  (permitting  the  participant to defer resulting federal income taxes).
Originally,  a total of two million shares of Common Stock were authorized to be
issued  under  the  1993  Plan.  In  December  1996  and  1997,  the  Company's 
shareholders  approved amendments to the 1993 plan increasing by 500,000 shares,
in  each year, the aggregate number of shares of common stock issuable under the
plan.                                                                           

The 1993 Outside Directors Stock Award Plan (the "1993 Directors Plan") was also
adopted  by the Company effective as of October 13, 1993.  Directors who are not
employed  by  the  Company  are eligible to receive stock options under the 1993
Directors  Plan.  Options  are  granted,  up  to 20,000 shares per year, to each
outside  director  who  purchased a matching number of shares of Common Stock of
the  Company  during the preceding year.  Options are granted at market value of
the  stock on the first day of the fiscal year, which is also the date of grant,
and  vesting  and  exercise  periods  begin  after one year.  A total of 200,000
shares  of Company Common Stock are authorized to be issued pursuant to the 1993
Directors  Plan.                                                                

A  summary  of stock option transactions under all of the Company's stock option
plans  and  information  about  fixed-price  stock  options  follows:           

SUMMARY  OF  STOCK  OPTION  TRANSACTIONS                                        

                                                        · Enlarge/Download Table


                                                    June 28, 1998                   June 29, 1997                 June 30, 1996 
                                                  ---------------                  --------------                ---------------
                                                     Weighted-                         Weighted-                     Weighted-  
                                                      Average                           Average                       Average   
                                                      Exercise                         Exercise                       Exercise  
                                      Shares           Price            Shares           Price       Shares             Price   
                                  ---------------  --------------  ---------------  ------------    ----------       ---------- 
                                                                                                                                
Outstanding at beginning of year       3,143,639   $         3.08       2,608,356   $       2.82    2,181,073        $    2.22  

Granted. . . . . . . . . . . . .         110,000   $         4.85         876,783   $       3.56      781,283        $    4.06  
Exercised. . . . . . . . . . . .        (413,773)  $         2.14        (266,500)  $       1.90     (291,500)       $    1.70  
Canceled . . . . . . . . . . . .        (164,500)  $         3.58         (75,000)  $       3.74      (62,500)       $    2.50  
                                  ---------------  --------------  ---------------  -------------    ----------      ---------- 

Outstanding at end of year . . .       2,675,366   $         3.27       3,143,639   $       3.08    2,608,356        $    2.82  
                                  ===============  ==============  ===============  =============  ===========      =========== 

Exercisable at end of year . . .       2,274,916   $         3.15       2,076,856   $       2.84    1,625,856        $    2.27  

Weighted-average fair value of                                                                                                  
options granted during the year.                   $         1.25                   $       0.89                     $    1.21  

The  following  table  provides  information on options outstanding and options 
exercisable  at  June  28,  1998.                                               

                                                        · Enlarge/Download Table


                                        Options Outstanding                         Options Exercisable        
                                        -------------------                         --------------------       
                       Weighted-                                                                               
                        Average                                                                                
                        Shares              Remaining           Weighted-          Shares          Weighted-   
Range of              Outstanding          Contractural          Average        Exercisable         Average    
Exercise Prices    at June 28, 1998        Life (Years)      Exercise Price   at June 28, 1998  Exercise Price 
----------------  -------------------  --------------------  ---------------  ----------------  ---------------
                                                                                                               
2.25 - 3.25 . .            1,182,750                  1.79  $          2.50         1,138,750  $          2.50 
3.44 - 4.25 . .            1,362,616                  5.00  $          3.78         1,132,833  $          3.81 
4.38 - 5.25 . .              130,000                  6.97  $          4.79             3,333  $          4.63 
                  -------------------                                         ----------------                 
2.25 - 5.25 . .            2,675,366                  3.70  $          3.27         2,274,916  $          3.15 
                  ===================                                         ================                 

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 123, "Accounting
for  Stock-Based  Compensation".  The  fair  value  of options granted in fiscal
1996,  1997  and  1998  was estimated at the date of grant using a Black-Scholes
option pricing model with the following weighted average assumptions:  risk-free
interest rates ranging from 5.5% to 6.5%, expected volatility of 43.3% to 50.8%,
expected  dividend  yield  of  4.6%  to 8.9% and expected lives of 2 to 6 years.

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):

                                                        · Enlarge/Download Table


                             June 28, 1998               June 29, 1997            June 30, 1996    
                             -------------               -------------            -------------    

                       As Reported   Pro Forma   As Reported   Pro Forma   As Reported   Pro Forma 
                       ------------  ----------  ------------  ----------  ------------  ----------
                                                                                                   
Net income. . . . . .     $   4,880  $    4,460  $      4,528  $    3,981  $      3,908  $    3,891
Basic earning per share$  $    0.38  $     0.35  $       0.35  $     0.31  $       0.30  $     0.29
Diluted earnings per share$    0.36  $     0.33  $       0.33  $     0.29  $       0.28  $     0.28


The effects of applying SFAS 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.                             

NOTE  I  -  COMMITMENTS  AND  CONTINGENCIES:                                    

The Company is subject to various claims and contingencies related to employment
agreements,  lawsuits,  taxes, food product purchase contracts and other matters
arising  out  of  the  normal  course of business.  Management believes that any
liabilities  arising  from  these claims and contingencies are either covered by
insurance  or  would  not have a material adverse effect on the Company's annual
results  of  operations  or  financial  condition.                              

NOTE  J  -  RELATED  PARTIES:                                                 

One  of  the  individuals  nominated  by the Company and elected to serve on its
Board  of Directors is a franchisee.  This franchisee currently operates a total
of  20  restaurants  located in Arkansas, Texas and Missouri.  Purchases by this
franchisee comprised  8% of the Company's  total food and supply sales in fiscal
1998.  Royalties  and  license  fees  and  area  development  sales  from  this 
franchisee  comprised  3%  of  the  Company's total franchise revenues in fiscal
1998.  As  franchised  units,  his  restaurants pay royalties to the Company and
purchase  a  majority of their food and supplies from the Company's distribution
division.  As  of  June  28,  1998, his accounts and note payable to the Company
were  $1,242,011.                                                               

The  Company  believes the above transactions were at the same prices and on the
same  terms  available  to  non-related  third  parties.                        

NOTE  K  -  TREASURY  STOCK:                                                    

In  July 1996, in order to further reduce future administrative costs related to
small  shareholder accounts, the Company implemented an odd lot buy-back program
to purchase Common Stock for $5.25 per share from shareholders who own less than
100  shares.  Under  this program, the Company purchased 8,149 shares at a total
cost  of  $42,782.                                                              

For  the  period  of  September  1995  through  June 1998, the Company purchased
1,597,341 shares of its own Common Stock from time to time on the open market at
a  total  cost of $7.6 million.  Additionally, in May 1998, the Company acquired
102,478  shares  in  connection with entering into a new contract with a vendor.
This  non-cash treasury share acquisition is recorded in other income at current
market  value  in  the  amount  of  $602,000.  The  purchases  of  common shares
described  above  were  funded  from  working capital, and reduced the Company's
outstanding  shares  by  approximately  13%.                                    

As  of  August  17,  1998  the  Company had purchased 333,200 shares for a total
amount  of  $1,859,671.  All  reacquired  shares  will be held as treasury until
retired.                                                                        

NOTE  L  -  EARNINGS  PER  SHARE:                                               

Effective December 28, 1997, the Company adopted SFAS 128, "Earnings Per Share",
which  establishes  standards  for  computing  and presenting earnings per share
(EPS).  The statement requires dual presentation of basic and diluted EPS on the
face  of  the  income statement for entities with complex capital structures and
requires  a  reconciliation  of  the  numerator and denominator of the basic EPS
computation,  to  the  numerator and denominator of the diluted EPS calculation.
Basic  EPS  excludes the effect of potentially dilutive securities while diluted
EPS  reflects  the  potential  dilution  that would occur if securities or other
contracts  to  issue  common  stock were exercised, converted or resulted in the
issuance  of  common stock that then shared in the earnings of the entity.  SFAS
128  requires restatement of earnings per share for prior periods.  Accordingly,
earnings  per share data for all periods presented have been restated to reflect
the computation of earnings per share in accordance with provisions of SFAS 128.
The  following table show 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).                     

                                                        · Enlarge/Download Table


                                                  INCOME        SHARES      PER SHARE 
                                               (NUMERATOR)   (DENOMINATOR)    AMOUNT  
                                               ------------  -------------  ----------
                                                                                      
YEAR ENDED JUNE 28, 1998                                                              
BASIC EPS                                                                             
Income Available to Common Shareholders . . .  $      4,880         12,692  $     0.38
Effect of Dilutive Securities - Stock Options                          776            
                                                              ------------            
DILUTED EPS                                                                           
Income Available to Common Shareholders                                               
& Assumed Conversions . . . . . . . . . . . .  $      4,880         13,468  $     0.36
                                               ============  =============  ==========

YEAR ENDED JUNE 29, 1997                                                              
BASIC EPS                                                                             
Income Available to Common Shareholders . . .  $      4,528         12,873  $     0.35
Effect of Dilutive Securities - Stock Options                          834            
                                                              ------------            
DILUTED EPS                                                                           
Income Available to Common Shareholders                                               
& Assumed Conversions . . . . . . . . . . . .  $      4,528         13,707  $     0.33
                                               ============  =============  ==========

YEAR ENDED JUNE 30, 1996                                                              
BASIC EPS                                                                             
Income Available to Common Shareholders . . .  $      3,908         13,209  $     0.30
Effect of Dilutive Securities - Stock Options                          663            
                                                              ------------            
DILUTED EPS                                                                           
Income Available to Common Shareholders                                               
& Assumed Conversions . . . . . . . . . . . .  $      3,908         13,872  $     0.28
                                               ============  =============  ==========

NOTE  M  -  QUARTERLY  RESULTS  OF  OPERATIONS  (UNAUDITED):                    

The  following  summarizes the unaudited quarterly results of operations for the
fiscal  years  ended  June  28, 1998 and June 29, 1997 (in thousands, except per
share  amounts):                                                                

                                                        · Enlarge/Download Table


                                                          Quarter Ended                      
                                                          -------------                      
                                        September 28,   December 28,   March 29,   June 28,  
                                             1997           1997          1998       1998    
                                        -----------------------------------------------------
                                                                                             
FISCAL YEAR 1998                                                                             
Revenues                                                                                     
                                        $       17,050  $      17,070  $   16,864  $  17,656 
Gross Profit                                                                                 
                                                 1,793          1,914       1,505      2,313 
Net Income . . . . . . . . . . . . . .           1,091          1,185       1,179      1,424 

Basic earnings per share on net income            0.09           0.09        0.09       0.11 
Diluted earnings per share on net income          0.08           0.09        0.09       0.11 

                                                        · Enlarge/Download Table


                                                          Quarter Ended                      
                                                          -------------                      
                                        September 29,   December 29,   March 30,   June 29,  
                                             1996           1996          1997       1997    
                                        -----------------------------------------------------
                                                                                             
FISCAL YEAR 1997                                                                             
Revenues . . . . . . . . . . . . . . .  $       17,734  $      17,559  $   16,503  $  17,327 

Gross Profit . . . . . . . . . . . . .           1,701          1,933       1,784      2,104 

Net Income . . . . . . . . . . . . . .             996          1,165       1,076      1,291 

Basic earnings per share on net income            0.08           0.09        0.08       0.10 
Diluted earnings per share on net income          0.07           0.08        0.08       0.10 

                                                                     SCHEDULE II

                                                        · Enlarge/Download Table


                                       PIZZA INN, INC.                                      
                       CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS                       
                                       (In thousands)                                       

                                             ADDITIONS                                      
                          BALANCE AT   CHARGED TO   CHARGED TO                    BALANCE AT
                           BEGINNING    COST AND       OTHER                          END   
                           OF PERIOD     EXPENSE     ACCOUNTS     DEDUCTIONS (1)   OF PERIOD
                          -----------  -----------  -----------  ---------------  ----------
                                                                                            
YEAR ENDED JUNE 28, 1998                                                                    
Allowance for doubtful                                                                      
accounts and notes . . .  $     1,121  $       230  $         -  $         (344)  $    1,007

YEAR ENDED JUNE 29, 1997                                                                    
Allowance for doubtful                                                                      
accounts and notes . . .          963          110            -               48  $    1,121

YEAR ENDED JUNE 30, 1996                                                                    
Allowance for doubtful                                                                      
accounts and notes . . .        1,318            -            -            (355)  $      963

(1)  Write-off  of  receivables,  net  of  recoveries.                          

ITEM  9  -  CHANGES  IN  AND  DISAGREEMENTS  WITH ACCOUNTANTS ON ACCOUNTING AND 
FINANCIAL  DISCLOSURE                                                           

There  are  no  events  to  report  under  this  item.                

PART  III                                                                     

ITEM  10  -  DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT           

     The  information  required  by  this  Item  is  included  in  the Company's
definitive  Proxy Statement to be filed pursuant to Regulation 14A in connection
with  the  Company's  annual meeting of shareholders to be held in December 1998
(the  "Proxy  Statement"),  and  is  incorporated  herein  by  reference.       

ITEM  11  -  EXECUTIVE  COMPENSATION                                            

     The  information  required  by this Item is included in the Proxy Statement
and  is  incorporated  herein  by  reference.                                   

ITEM  12  -  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS AND MANAGEMENT

     The  information  required  by this Item is included in the Proxy Statement
and  is  incorporated  herein  by  reference.                                   

ITEM  13  -  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS                 

     The  information  required  by this Item is included in the Proxy Statement
and  is  incorporated  herein  by  reference.                                   

 PART IV

ITEM  14  -  EXHIBITS,  FINANCIAL  STATEMENT  SCHEDULES  AND  REPORTS  ON  8-K  

(a)     1.     The  financial statements filed as part of this report are listed
in  the  Index  to                                                              
     Financial Statements and Schedules under Part II, Item 8 of this Form 10-K.

        2.  The  financial  statement schedules filed as part of this report are
listed   in  the  Index  to  Financial  Statements  and Schedules under Part II,
Item 8 of this Form10-K.                                                      

3.        Exhibits:                                             

        3.1 Restated Articles of Incorporation as filed on September 5, 1990 and
amended on February 16,1993 (filed as Exhibit 3.1 to the Company's Annual Report
on  Form 10-K for the fiscal year ended June 27, 1993 and incorporated herein by
reference).                                                                     

          3.2     Amended  and  Restated  By-Laws  as  adopted  by  the Board of
Directors  on July 30, 1993 (filed as Exhibit 3.2 to the Company's Annual Report
on  Form 10-K for the fiscal year ended June 27, 1993 and incorporated herein by
reference).                                                                     

          4.1     Provisions  regarding  Common  Stock  in  Article  IV  of  the
Restated  Articles  of  Incorporation,  as amended (filed as Exhibit 3.1 to this
Report  and  incorporated  herein  by  reference).                              

          4.2     Provisions  regarding  Redeemable Preferred Stock in Article V
of  the  Restated Articles of Incorporation, as amended (filed as Exhibit 3.1 to
this  Report  and  incorporated  herein  by  reference).                        

          10.1     Amended  and  Restated Loan Agreement between the Company and
Wells  Fargo  Bank (Texas), N.A. dated August 28, 1997 (filed as Exhibit 10.1 to
the Company's Annual Report on Form 10-K for the fiscal year ended June 29, 1997
and  incorporated  herein  by  reference).                                      

         10.2     First  Amendment  to  Amended  and  Restated  Loan Agreement
between  the  Company and Wells Faro Bank (Texas), N.A. dated September 14, 1998
(filed  as  Exhibit  10.2  to  the  Company's Annual Report on Form 10-K for the
fiscal  year  ended  June  28,  1998  and  incorporated  herein  by  reference).

          10.3     Stock  Purchase  Agreement  between the Company and Kleinwort
Benson  Limited  dated  April  28, 1995 (filed as Exhibit 10.14 to the Company's
Quarterly  Report  on  Form 10-Q for the fiscal quarter ended March 26, 1995 and
incorporated  herein  by  reference).                                           

          10.4     Redemption Agreement between the Company and Kleinwort Benson
Limited  dated  June  24,  1994  (filed  as Exhibit 10.4 to the Company's Annual
Report  on  Form  10-K  for the fiscal year ended June 26, 1994 and incorporated
herein  by  reference.)                                                         

          10.5     Employment  Agreement  between  the  Company  and  C. Jeffrey
Rogers  dated October 23, 1997 (filed as Exhibit 10.1 to the Company's Quarterly
Report  on  Form  10-Q  for  the  fiscal  quarter  ended  September 28, 1997 and
incorporated  herein  by  reference).*                                          

          10.6     Employment Agreement between the Company and Ronald W. Parker
dated  October 23, 1997 (filed as Exhibit 10.2 to the Company's Quarterly Report
on  Form  10-Q  for the fiscal quarter ended September 28, 1997 and incorporated
herein  by  reference).*                                                        

          10.7     1993  Stock  Award Plan of the Company (filed as Exhibit 10.9
to  the  Company's Annual Report on Form 10-K for the fiscal year ended June 26,
1994  and  incorporated  herein  by  reference).*                               

          10.8     1993 Outside Directors Stock Award Plan of the Company (filed
as Exhibit 10.10 to the Company's Annual Report on Form 10-K for the fiscal year
ended  June  26,  1994  and  incorporated  herein  by  reference).*             

          10.9     1992  Stock  Award Plan of the Company (filed as Exhibit 10.6
to  the  Company's Annual Report on Form 10-K for the fiscal year ended June 27,
1993  and  incorporated  herein  by  reference).*                               

          21.0     List of Subsidiaries of the Company (filed as Exhibit 21.0 to
the Company's Annual Report on Form 10-K for the fiscal year ended June 26, 1994
and  incorporated  herein  by  reference).                                      

23.0          Consent  of  Independent  Accountants.        

27.0          Financial Data Schedule.                      

*     Denotes  a  management  contract or compensatory plan or arrangement filed
pursuant  to  Item  14  (c)  of  this  report.                                  

(b)     No  reports  were  filed  on  Form  8-K during the fourth quarter of the
Company's  fiscal  year  1998.                                                  

SIGNATURES

Pursuant  to  the requirements of Section 13 or 15(d) of the Securities Exchange
Act  of 1934, the Company has duly caused this report to be signed on its behalf
by  the  undersigned,  thereunto  duly  authorized.                             

Date:    September  30,  1998     By:   /s/  Nancy  Deemer                      
                           Nancy  Deemer
                                        Controller  and  Treasurer
                                              (Principal  Accounting  Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has  been signed by the following persons on behalf of the Registrant and in the
capacities  and  on  the  dates  indicated.                                     

NAME  AND  POSITION                      DATE                   
---------------------                                             

/s/Steve  A.  Ungerman                     September 30,  1998                  
----------------------                     -------------------                  
Steve  A.  Ungerman                                                             
Director  and  Chairman  of  the  Board                                         

/s/C.  Jeffrey  Rogers                     September 30,  1998                  
----------------------                     -------------------                  
C.  Jeffrey  Rogers                                                             
Director,  Vice  Chairman,  President  and                                      
Chief  Executive  Officer                                                       
(Principal  Executive  Officer)                                                 

/s/Butler  E.  Powell                      September 30,  1998                  
---------------------                      -------------------                  
Butler  E.  Powell                                                              
Director                                                                        

/s/Ramon  D.  Phillips                     September 30,  1998                  
----------------------                     -------------------                  
Ramon  D.  Phillips                                                             
Director                                                                        

/s/F.  Jay  Taylor                         September 30,  1998                  
------------------                         -------------------                  
F.  Jay  Taylor                                                                 
Director                                                                        

/s/Bobby  L.  Clairday                     September 30,  1998                  
----------------------                     -------------------                  
Bobby  L.  Clairday                                                             
Director                                                                        

/s/Ronald  W.  Parker                      September 30,  1998                  
---------------------                      -------------------                  
Ronald  W.  Parker                                                              
Director,  Executive  Vice  President  and                                      
Chief  Operating  Officer                                                       
(Principal  Financial  Officer)                                                 

Dates Referenced Herein   and   Documents Incorporated By Reference

This 10-K/A Filing		Date		Other Filings
		9/1/92
		1/1/93
		6/27/93
		7/30/93
		10/13/93
		6/24/94
		6/26/94
		3/26/95
		4/28/95
		6/25/95
		6/30/96		10-K
		6/29/97		10-K
		8/28/97
		9/28/97		10-Q
		10/23/97
		12/15/97
		12/28/97		10-Q, 10-Q/A
		12/31/97
		1/1/98
For The Period Ended		6/28/98		10-K
		6/29/98
		8/17/98
		9/9/98
		9/14/98
Filed On / Filed As Of		9/30/98
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