SEC Filing | Rave Restaurant Group, Inc.

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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C.  20549

                                    FORM 10-Q
(MARK  ONE)

[ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT  OF  1934  FOR  THE  QUARTERLY  PERIOD  ENDED  DECEMBER  26,  1999.
                                                   -------------------

     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 IN ITS CHARTER)


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


                                5050 QUORUM DRIVE
                                    SUITE 500
                              DALLAS, TEXAS  75240
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES,
                               INCLUDING ZIP CODE)

                                 (972) 701-9955
                         (REGISTRANT'S TELEPHONE NUMBER,
                              INCLUDING AREA CODE)

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

     INDICATE  BY  CHECK MARK WHETHER THE REGISTRANT HAS FILED ALL DOCUMENTS AND
REPORTS  REQUIRED  TO  BE  FILED  BY  SECTIONS 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 [ ]

     AT  FEBRUARY 4, 2000, AN AGGREGATE OF 11,588,878 SHARES OF THE REGISTRANT'S
COMMON  STOCK,  PAR  VALUE  OF  $.01  EACH (BEING THE REGISTRANT'S ONLY CLASS OF
COMMON  STOCK),  WERE  OUTSTANDING.










                                 PIZZA INN, INC.

                                      Index
                                      -----


PART  I.    FINANCIAL  INFORMATION

Item 1.  Financial Statements                                                            Page
- -------  ---------------------                                                           ----
                                                                                    
         Consolidated Statements of Operations for the three months
         And six months ended December 26, 1999 and December 27, 1998                      3

         Consolidated Balance Sheets at December 26, 1999 and
         June 27, 1999.                                                                    4

         Consolidated Statements of Cash Flows for the six months
         ended December 26, 1999 and December 27, 1998                                     5

         Notes to  Consolidated Financial Statements                                       7



Item    Management's Discussion and Analysis of
- -----   -------------------------------------
        Financial Condition and Results of Operations                                     10
        ---------------------------------------------


PART II.OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security Holders                               12
- ------  ----------------------------------------------------

Item 6. Exhibits and Reports on Form 8-K                                                  12
- -------  --------------------------------

        Signatures                                                                        13










                         PART 1.  FINANCIAL INFORMATION

ITEM  1.  FINANCIAL  INFORMATION
- --------------------------------





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


                                       THREE MONTHS ENDED   SIX MONTHS ENDED
                                       -------------------  -----------------
                                          DECEMBER 26,        DECEMBER 27,     DECEMBER 26,   DECEMBER 27,
REVENUES:                                     1999                1998             1999           1998
                                       -------------------  -----------------  -------------  -------------
                                                                                  
  Food and supply sales                $            14,292  $          15,390  $      29,621  $      29,832
  Franchise revenue                                  1,399              1,396          2,868          2,850
  Restaurant sales                                     581                550          1,158          1,146
  Other income                                          59                 27             78            119
                                       -------------------  -----------------  -------------  -------------
                                                    16,331             17,363         33,725         33,947
                                       -------------------  -----------------  -------------  -------------

COSTS AND EXPENSES:
  Cost of sales                                     13,814             14,866         28,398         28,947
  Franchise expenses                                   280                592            907          1,237
  General and administrative expenses                  929                743          1,837          1,808
  Interest expense                                     179                143            318            256
                                       -------------------  -----------------  -------------  -------------
                                                    15,202             16,344         31,460         32,248
                                       -------------------  -----------------  -------------  -------------

INCOME BEFORE INCOME TAXES                           1,129              1,019          2,265          1,699

  Provision for income taxes                           384                314            772            524
                                       -------------------  -----------------  -------------  -------------

NET INCOME                             $               745  $             705  $       1,493  $       1,175
                                       ===================  =================  =============  =============

BASIC EARNINGS PER COMMON SHARE        $              0.06  $            0.06  $        0.13  $        0.10
                                       ===================  =================  =============  =============

DILUTED EARNINGS PER COMMON SHARE      $              0.06  $            0.06  $        0.13  $        0.09
                                       ===================  =================  =============  =============

DIVIDENDS DECLARED PER COMMON SHARE    $              0.06  $            0.06  $        0.12  $        0.12
                                       ===================  =================  =============  =============

WEIGHTED AVERAGE COMMON SHARES                      11,570             11,597         11,411         11,903
                                       ===================  =================  =============  =============

WEIGHTED AVERAGE COMMON AND
  DILUTIVE POTENTIAL COMMON SHARES                  11,691             12,206         11,581         12,606
                                       ===================  =================  =============  =============


                        See accompanying Notes to Consolidated Financial Statements.







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

                                                                             DECEMBER 26,    JUNE 27,
ASSETS                                                                           1999          1999
                                                                            --------------  ----------
                                                                                      
            (unaudited)
CURRENT ASSETS
  Cash and cash equivalents                                                 $         377   $     509
  Accounts receivable, less allowance for doubtful
    accounts of $784 and $808, respectively                                         4,904       4,588
  Notes receivable, current portion, less allowance
    for doubtful accounts of $109 and $144, respectively                              462         814
  Inventories                                                                       2,805       2,393
  Deferred taxes, net                                                               1,151       1,149
  Prepaid expenses and other                                                          499         591
                                                                            --------------  ----------
      Total current assets                                                         10,198      10,044
Property, plant and equipment, net                                                  1,784       1,754
Property under capital leases, net                                                  1,561       1,587
Deferred taxes, net                                                                 3,978       4,407
Long-term notes receivable, less
  allowance for doubtful accounts of $127 and $80,
  respectively                                                                        549         380
Deposits and other                                                                    402         414
                                                                            --------------  ----------
                                                                            $      18,472   $  18,586
                                                                            ==============  ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable - trade                                                  $       2,284   $   2,641
  Accrued expenses                                                                  1,585       1,795
  Current portion of capital lease obligations                                        513         428
                                                                            --------------  ----------
    Total current liabilities                                                       4,382       4,864

LONG-TERM LIABILITIES
  Long-term debt                                                                    8,463       5,700
  Long-term capital lease obligations                                               1,086       1,244
  Other long-term liabilities                                                         717         719
                                                                            --------------  ----------
                                                                                   14,648      12,527
                                                                            --------------  ----------
SHAREHOLDERS' EQUITY
  Common Stock, $.01 par value; authorized 26,000,000 shares; outstanding
    11,647,058 and 11,499,570 shares, respectively.                                   159         149
  Additional paid-in capital                                                        9,933       7,321
  Loans to officers                                                                (2,507)          -
  Retained earnings                                                                14,495      14,375
  Treasury stock at cost
    Shares in treasury: 3,304,128 and  3,420,486 shares, respectively.            (18,256)    (15,786)
                                                                            --------------  ----------
    Total shareholders' equity                                                      3,824       6,059
                                                                            --------------  ----------
                                                                            $      18,472   $  18,586
                                                                            ==============  ==========


                     See accompanying Notes to Consolidated Financial Statements.







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


                                                                    SIX MONTHS ENDED
                                                                   ------------------
                                                                      DECEMBER 26,      DECEMBER 27,
                                                                          1999              1998
                                                                   ------------------  --------------

CASH FLOWS FROM OPERATING ACTIVITIES:
                                                                                 
  Net income                                                       $           1,493   $       1,175
  Adjustments to reconcile net income to
    cash provided by operating activities:
    Depreciation and amortization                                                570             430
    Provision for bad debt                                                        25              92
    Utilization of pre-reorganization net operating
      loss carryforwards                                                         427             459
  Changes in assets and liabilities:
    Notes and accounts receivable                                               (158)           (841)
    Inventories                                                                 (412)             65
    Accounts payable - trade                                                    (357)          1,426
    Accrued expenses                                                            (164)             66
    Prepaid expenses and other                                                   129             150
                                                                   ------------------  --------------
    CASH PROVIDED BY OPERATING ACTIVITIES                                      1,553           3,022
                                                                   ------------------  --------------

CASH FLOWS FROM INVESTING ACTIVITIES:

  Capital expenditures                                                          (444)           (388)
  Proceeds from transfer of assets to capital lease                                -             249
                                                                   ------------------  --------------
    CASH USED FOR INVESTING ACTIVITIES                                          (444)           (139)
                                                                   ------------------  --------------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Borrowings of long-term bank debt                                            3,300           2,337
  Repayments of long-term bank debt and capital lease obligations               (767)           (117)
  Dividends paid                                                              (1,374)         (1,424)
  Proceeds from exercise of stock options                                         71              21
  Purchases of treasury stock                                                 (2,471)         (5,457)
                                                                   ------------------  --------------
    CASH USED FOR FINANCING ACTIVITIES                                        (1,241)         (4,640)
                                                                   ------------------  --------------

Net increase (decrease) in cash and cash equivalents                            (132)         (1,757)
Cash and cash equivalents, beginning of period                                   509           2,335
                                                                   ------------------  --------------
Cash and cash equivalents, end of period                           $             377   $         578
                                                                   ------------------  --------------



                     See accompanying Notes to Consolidated Financial Statements.







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



                                      SIX MONTHS ENDED
                                      -----------------
                                        DECEMBER 26,     DECEMBER 27,
                                            1999             1998
                                      -----------------  -------------

CASH PAYMENTS FOR:
                                                   
  Interest                            $             214  $         193
  Income taxes                                       60              -


NONCASH FINANCING AND INVESTING
ACTIVITIES:
  Capital lease obligations incurred  $             158  $         669





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

(1)     The  accompanying  consolidated  financial statements of Pizza Inn, Inc.
(the  "Company")  have  been  prepared  without  audit pursuant to the rules and
regulations  of the Securities and Exchange Commission.  Certain information and
footnote  disclosures  normally  included  in the financial statements have been
omitted  pursuant  to  such  rules  and regulations.  The consolidated financial
statements should be read in conjunction with the notes to the Company's audited
consolidated  financial  statements  in  its Form 10-K for the fiscal year ended
June 27, 1999. Certain prior year amounts have been reclassified to conform with
current  year  presentation.

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


(2)     On  December  27,  1999,  the  Company's  Board  of Directors declared a
quarterly  dividend  of  $.06  per  share on the Company's common stock, payable
January  21,  2000  to  shareholders  of  record  on  January  7,  2000.

(3)     The Company entered into an agreement effective August 31, 1999 with its
current  lender to extend the term of its existing $9.5 million revolving credit
line  through  August  2001  and  to  modify  certain  financial  covenants.

(4)     In June 1995, the Company adopted the par value method of accounting for
treasury  share  purchases  with  the  intent to retire the shares purchased. In
December 1999, the Company  changed its method of accounting for treasury shares
purchased to the cost method because it is now the Company's intent to reissue a
portion  of  the  shares  held  in  treasury.  Retained  earnings and additional
paid-in  capital  for  the period ending December 26, 1999 have been adjusted by
$14,195,000  and  $2,683,000  respectively, to reflect this change in accounting
method.  Accordingly, balances for the period ending June 27, 1999 were adjusted
by  $13,195,000  and  $2,556,000.
(5)

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








                                                  INCOME        SHARES      PER SHARE
                                               (NUMERATOR)   (DENOMINATOR)    AMOUNT
                                               ------------  -------------  ----------
                                                                   
THREE MONTHS ENDED DECEMBER 26, 1999
BASIC EPS
Income Available to Common Shareholders        $        745         11,570  $     0.06
Effect of Dilutive Securities - Stock Options                          121
                                                                ------------
DILUTED EPS
Income Available to Common Shareholders
& Assumed Conversions                          $        745         11,691  $     0.06
                                               ============  =============  ==========

THREE MONTHS ENDED DECEMBER 27, 1998
BASIC EPS
Income Available to Common Shareholders        $        705         11,597  $     0.06
Effect of Dilutive Securities - Stock Options                          609
                                                               ------------
DILUTED EPS
Income Available to Common Shareholders
& Assumed Conversions                          $        705         12,206  $     0.06
                                               ============  =============  ==========

SIX MONTHS ENDED DECEMBER 26, 1999
BASIC EPS
Income Available to Common Shareholders        $      1,493         11,411  $     0.13
Effect of Dilutive Securities - Stock Options                          170
                                                                ------------
DILUTED EPS
Income Available to Common Shareholders
& Assumed Conversions                          $      1,493         11,581  $     0.13
                                               ============  =============  ==========

SIX MONTHS ENDED DECEMBER 27, 1998
BASIC EPS
Income Available to Common Shareholders        $      1,175         11,903  $     0.10
Effect of Dilutive Securities - Stock Options                          703
                                                                ------------
DILUTED EPS
Income Available to Common Shareholders
& Assumed Conversions                          $      1,175         12,606  $     0.09
                                               ============  =============  ==========





(6)     Summarized  in  the  following  tables  are  net  sales  and operating
revenues, operating profit (loss), and geographic information (revenues) for the
Company's reportable segments for the three months and six months ended
December 26,1999, and  December  27,  1998.



                            THREE MONTHS ENDED                     SIX MONTHS ENDED

                                       DECEMBER 26,    DECEMBER 27,    DECEMBER 26,    DECEMBER 27,
                                           1999            1998            1999            1998
                                      --------------  --------------  --------------  --------------
                                                                          
 NET SALES AND OPERATING REVENUES:
 Food and Equipment Distribution      $      14,292   $      15,390   $      29,621   $      29,832
 Franchise and Other                          1,980           1,946           4,026           3,996
 Intersegment revenues                          201             207             418             454
                                      --------------  --------------  --------------  --------------
      Combined                               16,473          17,543          34,065          34,282
 Other Revenues                                  59              27              78             119
 Less intersegment revenues                    (201)           (207)           (418)           (454)
                                      --------------  --------------  --------------  --------------
      Consolidated Revenues           $      16,331   $      17,363   $      33,725   $      33,947
                                      ==============  ==============  ==============  ==============


 OPERATING PROFIT:
 Food and Equipment Distribution (1)  $         578   $         844   $       1,182   $       1,261
 Franchise and Other (1)                      1,085             725           2,053           1,411
 Intersegment profit                            123              53             179             113
                                      --------------  --------------  --------------  --------------
      Combined                                1,786           1,622           3,414           2,785
 Other Profit or loss                            59              27              78             119
 Less intersegment profit                      (123)            (53)           (179)           (113)
 Corporate administration and other            (593)           (577)         (1,048)         (1,092)
                                      --------------  --------------  --------------  --------------
      Income before taxes             $       1,129   $       1,019   $       2,265   $       1,699
                                      ==============  ==============  ==============  ==============

 GEOGRAPHIC INFORMATION (REVENUES):
 United States                        $      16,113   $      16,906   $      33,186   $      33,112
 Foreign countries                              218             457             539             835
                                      --------------  --------------  --------------  --------------
      Consolidated total              $      16,331   $      17,363   $      33,725   $      33,947
                                      ==============  ==============  ==============  ==============


 (1)  Does  not  include  full  allocation  of  corporate  administration





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

Quarter  and  six months ended December 26, 1999 compared to the quarter and six
months  ended  December  27,  1998.

     Diluted  earnings  per  share  for the second quarter of the current fiscal
year  were $0.06 versus $0.06 for the same period last year.  For the six months
ended  December 26, 1999, diluted earnings per share increased 44% to $0.13 from
$0.09 for the same period last year.  Net income for the quarter increased 6% to
$745,000  from $705,000 for the same quarter last year. For the six months ended
December  26,  1999,  net  income  increased  27%  to $1,493,000 from $1,175,000
compared  to  the  same  period  last  year.

     Food  and  supply  sales  for  the quarter decreased 7% to $14,292,000 from
$15,390,000  compared  to  the same period last year.  This was primarily due to
substantially  higher cheese prices during the prior year's quarter. For the six
month  period,  food  and supply sales decreased to $29,621,000 from $29,832,000
for  the same period last year.  Excluding the change in cheese prices, food and
supply  sales  increased  $1,143,000  year-to-date  reflecting greater chainwide
sales.

     Franchise  revenue,  which includes income from royalties, license fees and
area  development  and foreign master license (collectively, "Territory") sales,
for  the  quarter  and  the  six  months  period  increased  $3,000 and $18,000,
respectively,  compared  to  the  same period of the prior year. These increases
include  higher  domestic  and international royalties of $105,000 due to higher
chainwide  sales,  partially  offset by recognition of higher Territory sales in
the  prior  year.

     Restaurant  sales,  which  consists  of  revenue generated by Company-owned
stores,  for  the quarter increased 6% or $31,000 compared to the same period of
the  prior  year.  For the six month period, restaurant sales increased $12,000.
Sales for the six month period were partially offset by the lease expiration and
closing  of  one  Delco  store in August 1998.  Comparable store sales growth at
Company-owned  stores  increased  5%  for  the  first  six  months.

     Cost of sales decreased 7% or $1,052,000 and 2% or $549,000 for the quarter
and  six month periods, respectively.   This decrease is primarily due to higher
cheese  prices  in  the  prior  year  which  were  partially  offset  by  higher
transportation  expenses  in the current year.  As a percentage of sales for the
quarter,  cost  of  sales remained the same at 93%.  For the six months, cost of
sales,  as  a  percentage  of  sales  decreased  from  93%  to  92%.

     Franchise  expenses  include  selling,  general and administrative expenses
directly  related  to the sale and service of franchises and Territories.  These
costs  decreased 53% or $312,000 for the quarter and 27% or $330,000 for the six
month  period  compared  to  the  same  periods  last  year.  This  decrease was
primarily  due  to  lower  marketing materials expense in the second three month
period  and  lower compensation expense relating to franchise sales in the first
three  month  period.

     General  and  administrative  expenses  increased  25%  or $186,000 for the
quarter and 2% or $29,000 for the first six months, compared to the same periods
last  year.  This  is  a  result  of higher insurance costs, property taxes, and
franchise  taxes.

     Interest  expense  increased  25%  or  $36,000  for  the quarter and 24% or
$62,000 for the first six months, compared to the same period of the prior year.
This  is  a  result  of higher average debt and slightly higher average interest
rates.




                         LIQUIDITY AND CAPITAL RESOURCES

     During  the  first  six  months  of  fiscal 2000, the Company utilized cash
provided  by  operations  in  the  amount  of  $1,553,000,  bank  borrowings  of
$3,300,000, and a portion of its cash balances to purchase 684,900 shares of its
own  common  stock  for  $2,471,000  and  to  pay dividends of $1,374,000 on the
Company's  common  stock.

     Capital  expenditures  of  $444,000  during  the  first six months included
computer  equipment  and  upgrades, a cash register system for each of the three
Company-owned  stores,  leasehold  improvements  at  the  Company-owned  stores,
corporate  office  and  distribution  facility.

          The  Company  continues  to  realize  substantial  benefit  from  the
utilization  of its net operating loss carryforwards (which currently total $8.5
million  and expire in 2005) to reduce its federal tax liability from the 34% or
31%  tax  rate  reflected on its statement of operations to an actual payment of
approximately  2% of taxable income.  Management believes that future operations
will  generate  sufficient  taxable income, along with the reversal of temporary
differences,  to  fully realize its net deferred tax asset balance ($5.1 million
as  of  December  26,  1999)  without  reliance on material, non-routine income.
Taxable income in future years at the current level would be sufficient for full
realization  of  the  net  tax  asset.

          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.


PART  II.  OTHER  INFORMATION


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

     At  the  Annual Meeting of Shareholders on December 14, 1999, the Company's
shareholders  elected  all three nominees to the Board of Directors. The results
of  the  voting  were  as  follows:

          NOMINEE               FOR               VOTES  WITHHELD
          -------               ---                ---------------

          C.  Jeffrey  Rogers     7,160,284                 73,819
          F.  Jay  Taylor         7,160,408                 73,695
          Steve  A.  Ungerman     7,160,346                 73,757



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

     Exhibits:

18.1     Preferability  letter  regarding the change of method of accounting for
treasury  share  purchases  dated  as  of  February  3,  2000.

27.0     Financial  Data  Schedule


No reports on Form 8-k were filed  in  the  quarter  for  which  this  report
is  filed.



                                     ------
                                   SIGNATURES
                                   ----------




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


                                   PIZZA  INN,  INC.
                                   Registrant




                                   By:     /s/Ronald  W.  Parker
                                           ---------------------
                                        Ronald  W.  Parker
                                        Executive  Vice  President  and
                                        Principal  Financial  Officer





                                   By:     /s/Shawn  Preator
                                           -----------------
                                        Shawn  Preator
                                        Controller  and
                                        Principal  Accounting  Officer







Dated:  February  8,  2000


                                     ------
                                   SIGNATURES
                                   ----------

FEBRUARY  3,  2000


Board  of  Directors
Pizza  Inn,  Inc.
5050  Quorum  Drive,  Suite  500
Dallas,  Texas  75240

Dear  Directors:

We  are  providing  this  letter to you for inclusion as an exhibit to your Form
10-Q  filing  pursuant  to  Item  601  of  Regulation  S-K.

We  have been provided a copy of the Company's Quarterly Report on Form 10-Q for
the  period  ended  December  26,  1999.  Note  4  therein describes a change in
accounting  principle from the par value method of accounting for treasury share
purchases  to  the  cost  method of accounting for treasury share purchases.  It
should  be  understood  that  the  preferability  of  one  acceptable  method of
accounting  over  another for treasury stock purchases has not been addressed in
any authoritative accounting literature, and in expressing our concurrence below
we  have  relied  on  management's  determination that this change in accounting
principle  is  preferable.  Based  on our reading of management's stated reasons
and  justification for this change in accounting principle in the Form 10-Q, and
our discussions with management as to their judgment about the relevant business
planning  factors  relating  to  the change, we concur with management that such
change  represents, in the Company's circumstances, the adoption of a preferable
accounting  principle in conformity with Accounting Principles Board Opinion No.
20.

We  have  not  audited any financial statements of the Company as of any date or
for  any  period  subsequent  to  June  27, 1999.  Accordingly, our comments are
subject  to  change  upon  completion  of  an  audit of the financial statements
covering  the  period  of  the  accounting  change.

Very  truly  yours,



PricewaterhouseCoopers  LLP

  

 5
 1000

                                     
                           YEAR
                       JUN-25-2000
                          JUN-28-1999
                            DEC-26-1999
                                         377
                                     0
                                 5366
                                   893
                                   2805
                             10198
                                        1784
                                4065
                               18472
                         4382
                                          0
                                       159
                            0
                                      0
                                    3665
                 18472
                                      14873
                             16331
                                        13814
                                13814
                               280
                                25
                             179
                               1129
                                   384
                            745
                                   0
                                  0
                                        0
                                   745
                                  .06
                                  .06