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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  27,  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 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 9, 1999, AN AGGREGATE OF 11,485,490 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
- -------  ------------------------------------------------------------------  ----
                                                                          
         Consoldiated Statements of Operations for the three months
         and six months ended December 27, 1998 and December 28, 1997           3

         Consolidated Balance Sheets at December 27, 1998 and June 28, 1998     4

         Condensed Consolidated Statements of Cash Flows                        5
         for the six months ended December 27, 1998 and December 28, 1997

         Notes to Condensed Consolidated Financial Statements                   7


Item 2.  Management's Discussion and Analysis of
- -------  ------------------------------------------------------------------      
         Financial Condition and Results of Operations                          9
         ------------------------------------------------------------------  ----


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 27,        DECEMBER 28,     DECEMBER 27,   DECEMBER 28,
REVENUES:                                     1998                1997             1998           1997
                                       -------------------  -----------------  -------------  -------------
                                                                                  
  Food and supply sales                $            15,390  $          14,701  $      29,832  $      29,162
  Franchise revenue                                  1,396              1,571          2,850          3,365
  Restaurant sales                                     550                747          1,146          1,444
  Other income                                          27                 51            119            149
                                       -------------------  -----------------  -------------  -------------
                                                    17,363             17,070         33,947         34,120
                                       -------------------  -----------------  -------------  -------------

COSTS AND EXPENSES:
  Cost of sales                                     14,221             13,259         27,715         26,313
  Franchise expenses                                   740                755          1,546          1,658
  General and administrative expenses                1,240              1,142          2,731          2,442
  Interest expense                                     143                118            256            258
                                       -------------------  -----------------  -------------  -------------
                                                    16,344             15,274         32,248         30,671
                                       -------------------  -----------------  -------------  -------------

INCOME BEFORE INCOME TAXES                           1,019              1,796          1,699          3,449

  Provision for income taxes                           314                611            524          1,173
                                       -------------------  -----------------  -------------  -------------

NET INCOME                             $               705  $           1,185  $       1,175  $       2,276
                                       ===================  =================  =============  =============

BASIC EARNINGS PER COMMON SHARE        $              0.06  $            0.09  $        0.10  $        0.18
                                       ===================  =================  =============  =============

DILUTED EARNINGS PER COMMON SHARE      $              0.06  $            0.09  $        0.09  $        0.17
                                       ===================  =================  =============  =============

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

WEIGHTED AVERAGE COMMON SHARES                      11,597             12,713         11,903         12,696
                                       ===================  =================  =============  =============

WEIGHTED AVERAGE COMMON AND
  DILUTIVE POTENTIAL COMMON SHARES                  12,206             13,868         12,606         13,579
                                       ===================  =================  =============  =============


                        See accompanying Notes to Consolidated Financial Statements.





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


                                                                  DECEMBER 27,   JUNE 28,
                                                                      1998         1998
                                                                 --------------  ---------
ASSETS                                                            (unaudited)
CURRENT ASSETS
                                                                           
  Cash and cash equivalents                                      $          578  $   2,335
  Accounts receivable, less allowance for doubtful
    accounts of $809 and $825, respectively                               6,847      6,021
  Notes receivable, current portion, less allowance
    for doubtful accounts of $202 and $174, respectively                    621        741
  Inventories                                                             1,888      1,953
  Prepaid expenses and other                                                469        556
                                                                 --------------  ---------
    Total current assets                                                 10,403     11,606

LONG-TERM ASSETS
  Property, plant and equipment, net                                      1,830      1,921
  Property under capital leases, net                                      1,344        761
  Deferred taxes, net                                                     6,246      6,705
  Long-term notes receivable, less
    allowance for doubtful accounts of $38 and $8,respectively              479        436
  Deposits and other                                                        211        344
                                                                 --------------  ---------
                                                                 $       20,513  $  21,773
                                                                 ==============  =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable - trade                                       $        3,440  $   2,014
  Accrued expenses                                                        2,515      2,507
  Current portion of capital lease obligations                              281        125
                                                                 --------------  ---------
    Total current liabilities                                             6,236      4,646

LONG-TERM LIABILITIES
  Long-term debt                                                          7,037      4,700
  Long-term capital lease obligations                                     1,150        754
  Other long-term liabilities                                               751        756
                                                                 --------------  ---------
                                                                         15,174     10,856
                                                                 --------------  ---------

SHAREHOLDERS' EQUITY
  Common Stock, $.01 par value; authorized 26,000,000
    shares; outstanding 11,499,570 and 12,528,436
    shares, respectively (after deducting shares in
    treasury:  December - 3,420,486; June -2,381,386)                       115        125
  Additional paid-in capital                                              4,586      4,911
  Retained earnings                                                         638      5,881
                                                                 --------------  ---------
    Total shareholders' equity                                            5,339     10,917
                                                                 --------------  ---------
                                                                 $       20,513  $  21,773
                                                                 ==============  =========


               See accompanying Notes to Consolidated Financial Statements.





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


                                                                             SIX MONTHS ENDED
                                                                           ------------------      
                                                                      DECEMBER 27,      DECEMBER 28,
                                                                          1998              1997
                                                                   ------------------  --------------

CASH FLOWS FROM OPERATING ACTIVITIES:
                                                                                 
  Net income                                                       $           1,175   $       2,276 
  Adjustments to reconcile net income to
    cash provided by operating activities:
    Depreciation and amortization                                                430             471 
    Provision for bad debt                                                        92              25 
    Utilization of pre-reorganization net operating
      loss carryforwards                                                         459           1,104 
  Changes in assets and liabilities:
    Notes and accounts receivable                                               (841)           (719)
    Inventories                                                                   65             126 
    Accounts payable - trade                                                   1,426             380 
    Accrued expenses                                                              66            (695)
    Prepaid expenses and other                                                   150            (380)
                                                                   ------------------  --------------
    CASH PROVIDED BY OPERATING ACTIVITIES                                      3,022           2,588 
                                                                   ------------------  --------------

CASH FLOWS FROM INVESTING ACTIVITIES:

  Capital expenditures                                                          (388)           (250)
  Proceeds from transfer of assets to capital lease                              249               - 
  Acquisition of area development territory                                        -            (986)
                                                                   ------------------  --------------
    CASH USED FOR INVESTING ACTIVITIES                                          (139)         (1,236)
                                                                   ------------------  --------------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Borrowings of long-term bank debt                                            2,337               - 
  Repayments of long-term bank debt and capital lease obligations               (117)         (1,453)
  Dividends paid                                                              (1,424)           (765)
  Proceeds from exercise of stock options                                         21             405 
  Purchases of treasury stock                                                 (5,457)         (1,306)
                                                                   ------------------  --------------
    CASH USED FOR FINANCING ACTIVITIES                                        (4,640)         (3,119)
                                                                   ------------------  --------------

Net decrease in cash and cash equivalents                                     (1,757)         (1,767)
Cash and cash equivalents, beginning of period                                 2,335           2,037 
                                                                   ------------------  --------------
Cash and cash equivalents, end of period                           $             578   $         270 
                                                                   ------------------  --------------



                     See accompanying Notes to Consolidated Financial Statements.





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



                                             SIX MONTHS ENDED
                                            -----------------        
                                        DECEMBER 27,     DECEMBER 28,
                                            1998             1997
                                      -----------------  -------------

CASH PAYMENTS FOR:
                                                   
  Interest                            $             193  $         279
  Income taxes                                        -             80


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


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

(1)     The  accompanying  condensed  consolidated financial statements of Pizza
Inn, Inc. (the "Company") have been prepared without audit pursuant to the rules
and  regulations of the Securities and Exchange Commission.  Certain information
and footnote disclosures normally included in the financial statements have been
condensed  or  omitted  pursuant  to  such rules and regulations.  The condensed
consolidated  financial  statements should be read in conjunction with the notes
to  the  Company's  audited consolidated financial statements in its Form 10-K/A
for  the  fiscal  year  ended  June  28,  1998.

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

(2)     In  October  1998, the Company's Board of Directors declared a quarterly
dividend  of  $.06 per share on the Company's common stock, payable January 22,
1999 to shareholders of record on January 11, 1999.  The Company's balance sheet
as  of  December 27, 1998 includes a current liability of $690,000 for dividends
declared  and  payable.

(3)     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.  As of December
27,  1998,  the  Company  was  in  compliance  with  all  of its debt covenants.

(4)
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.  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 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
                                               ============  =============  ==========

THREE MONTHS ENDED DECEMBER 28, 1997
BASIC EPS
Income Available to Common Shareholders        $      1,185         12,713  $     0.09
Effect of Dilutive Securities - Stock Options                        1,155
                                                              ------------            
DILUTED EPS
Income Available to Common Shareholders
& Assumed Conversions                          $      1,185         13,868  $     0.09
                                               ============  =============  ==========

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
                                               ============  =============  ==========

SIX MONTHS ENDED DECEMBER 28, 1997
BASIC EPS
Income Available to Common Shareholders        $      2,276         12,696  $     0.18
Effect of Dilutive Securities - Stock Options                          883
                                                              ------------            
DILUTED EPS
Income Available to Common Shareholders
& Assumed Conversions                          $      2,276         13,579  $     0.17
                                               ============  =============  ==========



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

Quarter  and  six months ended December 27, 1998 compared to the quarter and six
months  ended  December  28,  1997.

     Diluted  earnings  per  share  for the second quarter of the current fiscal
year decreased 33% to $.06 from $.09 for the same period last year.  For the six
months ended December 27, 1998, diluted earnings per share decreased 47% to $.09
from  $.17  for the same period last year.  Net income for the quarter decreased
41%  to  $705,000  from  $1,185,000 for the same quarter last year.  For the six
months  ended  December  27,  1998,  net income decreased 48% to $1,175,000 from
$2,276,000 for the same period last year.  Net income and earnings per share for
the quarter and six months decreased primarily because of a lower volume of food
product  sales  from  lower  chainwide  sales,  and  lower  revenues  from  area
development  territory  sales.  Restaurant  cost  of  sales,  as a percentage of
sales,  throughout  our  franchise  community  was up approximately 4 percentage
points,  due  to  extraordinarily  higher cheese prices.  This caused an adverse
effect on chainwide sales because of decreased franchisee advertising as well as
delayed new store openings and remodelings.  The subsequent sharp drop in cheese
prices  in  late  January  1999  has already favorably affected comparable store
sales  growth.

     Food  and  supply  sales  for  the quarter increased 5% to $15,390,000 from
$14,701,000  compared  to  the same period last year.  This was primarily due to
higher  revenues  from  food  sales  due  to  higher cheese prices and increased
equipment  sales  during  the  quarter,  which  were partially offset by a lower
volume  of  food  product  sold due to lower chainwide sales as discussed above.
For the six month period, food and supply sales increased 2% to $29,832,000 from
$29,162,000  for  the  same period last year.  During the first six months, food
product  revenues  increased  due  to higher cheese prices, which were partially
offset  by  a  lower  volume  of  food  product  sales.

     Franchise  revenue,  which includes income from royalties, license fees and
area  development  and foreign master license (collectively, "Territory") sales,
for  the  quarter  decreased  11% or $175,000 compared to the same period of the
prior  year.  The  decrease  in  the  quarter  was primarily due to lower income
recognized  from  Territory  sales  and license fees.  For the six month period,
franchise  revenue decreased 15% or $515,000.  The prior year's six month period
included  the  recognition  of  proceeds from the sale of foreign master license
rights  in  Brazil,  the  Palestinian  Territories  and  Korea  in the amount of
$346,000  and  area development fees of $120,000.  Current year revenues include
partial  recognition  of proceeds from the sale of foreign master license rights
in  Puerto  Rico  in the amount of $50,000 and area development fees of $56,000.
Royalty revenue was down $109,000 compared to the first six months of last year,
mainly  resulting  from  a  4%  decrease in chainwide sales and a slightly lower
average  royalty  rate  due  to  more  restaurants  within  area  development
territories.

     Restaurant  sales,  which  consist  of  revenue  generated by Company-owned
stores, for the quarter decreased 26% or $197,000 compared to the same period of
the  prior  year.  For  the  six month period, restaurant sales decreased 21% or
$298,000.  This  was  due to the sale of one full service store to a licensee in
December  1997 and the lease expiration and closing of one Delco store in August
1998.  The  Company  owned  and  operated  five and three stores for the periods
ending  December  27,  1998  and  December  28,  1997,  respectively.

     Cost of sales increased 7% or $962,000 and 5% or $1,402,000 for the quarter
and  six  month  periods,  respectively.  The increases are primarily due to the
increase  in  domestic  food  sales  due  to  higher cheese prices and increased
equipment  sales.  As  a  percentage  of sales for the quarter and the first six
months,  cost  of  sales  increased to 89% from 86% compared to the same periods
last  year.  This  was primarily due to the significantly higher cost of cheese,
an  increase  in transportation expenses, an increase in allocation of corporate
services  expenses  related  to  the  Company's distribution center, and a lower
volume  of  food  product  sold.

     Franchise  expenses  include  selling,  general and administrative expenses
directly  related  to the sale and service of franchises and Territories.  These
expenses  decreased 2% or $15,000 for the quarter and 7% or $112,000 for the six
month  period compared to the same periods last year.  The decreases were due to
an increase in corporate services expenses allocation to the distribution center
resulting  in  a  corresponding decrease in franchise expenses, and decreases in
travel  expenses.  These decreases were partially offset by increased trade show
spending.  Additionally,  franchise  expenses  for  the  first six months of the
prior  year  also  included  the  amortization  of the Company's cost basis in a
reacquired  area  development  Territory.

     General and administrative expenses increased 9% or $98,000 for the quarter
and  12% or $289,000 for the first six months, compared to the same periods last
year.  This  is  principally  due  to  an increase in the allowance for doubtful
accounts,  as  well  as  higher  insurance expense and professional fees.  These
increases  were  partially  offset  by a higher allocation of corporate services
expenses  to  the  distribution center to accurately reflect the total operating
costs  of  the  center.

     Interest  expense  increased 21% or $25,000 for the quarter compared to the
same  period  of the prior year.  This is a result of higher average debt, which
was  offset  slightly  by  lower  average  interest rates.  Interest expense was
unchanged  for  the  six  month  period  compared  to  last  year.


                         LIQUIDITY AND CAPITAL RESOURCES

     During  the  first  six  months  of  fiscal 1999, the Company utilized cash
provided  by  operations  in  the  amount  of  $3,022,000,  bank  borrowings  of
$2,337,000,  and  a portion of its cash balances to purchase 1,039,100 shares of
its  own  common  stock for $5,457,000 and to pay dividends of $1,424,000 on the
Company's  common  stock.

     Capital  expenditures  of  $388,000  during  the  first six months included
$219,000  for upgrading the Company's computer system (including compliance with
Year  2000  issues).  During  the  first  six  months,  $249,000 of the computer
system's  upgrades  was  transferred  to  a  36-month  capitalized  lease.

     In  October  1998,  the  Company's  Board of Directors declared a quarterly
dividend  of  $.06  per share on the Company's common stock, payable January 22,
1999 to shareholders of record on January 11, 1999.  The Company's balance sheet
as  of  December 27, 1998 includes a current liability of $690,000 for dividends
declared  and  payable.

     The  Company  continues to realize substantial benefit from the utilization
of its net operating loss carryforwards (which currently total $13.1 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 ($6.2 million as of December
27,  1998)  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.

     The Company continues to assess 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  began  in  October  1998  and is approximately 65% completed.
Management  anticipates  that  all  systems  will be year 2000 compliant by June
1999.  The  Company's  existing  software  system  had a remaining book value of
$92,000  at  December  27,  1998 which will be amortized over six months through
June  1999.
     Because  third party computer failures could also have a material impact on
a  company's ability to conduct business, confirmations are being requested from
our  material vendors and suppliers to certify that plans are being developed by
them  to address and become compliant with the year 2000 issues.  As of February
9,  1999,  the  Company  had received responses from approximately 80% from such
parties  and  all the responding companies have provided written assurances that
they expect to address all their significant year 2000 issues on a timely basis.
The  Company believes that any year 2000 impact on its franchisee base will have
no  material  effect  on  the  Company's  results  of  operations  since  sales
information is not currently communicated through computer systems.  Through the
assessment  of  the  Company's  critical  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
plan  based  on  these  specific  needs.

     Although  management  presently  believes the Company is taking appropriate
steps to assess and correct its year 2000 issues, due to the general uncertainty
inherent  in  the  year  2000 issue, in part due to the uncertainty of year 2000
readiness  of  third  parties,  management  is  unable to determine at this time
whether  year  2000  issues will have a material adverse effect on the Company's
results  of  operations  or  financial  condition.

     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  $631,000  has been incurred as of December 27, 1998.  All
the  above  capital expenditures are to be funded through a 36-month capitalized
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.


PART  II.  OTHER  INFORMATION

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

     At  the  Annual Meeting of Shareholders on December 15, 1998, the Company's
shareholders elected all four nominees to the Board of Directors. The results of
the  voting  were  as  follows:

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

          Bobby  L. Clairday        9,318,662                 52,391
          Ronald  W.  Parker        9,318,593                 52,460
          Ramon  D.  Phillips       9,318,662                 52,391
          Butler  E.  Powell        9,318,662                 52,391

     The shareholders also approved the proposed amendment of the Company's 1993
Stock  Award  Plan.  The  results  of  the  voting  were  as  follows:

          FOR          AGAINST          ABSTAIN
          ---          -------          -------

          8,490,926     860,572          19,555

     The shareholders also approved the proposed amendment of the Company's 1993
Outside  Directors  Stock Award Plan. The results of the voting were as follows:

          FOR          AGAINST          ABSTAIN          BROKER  NON-VOTES
          ---          -------          -------          -----------------

          8,980,010     342,026           49,016                       1

     The  Annual Meeting of Shareholders was adjourned until January 30, 1999 at
10:00  a.m.  at  the  Company's  offices  for  the  sole matter of voting on the
proposed  amendment to the Company's Restated Articles of Incorporation.  At the
close  of  the  January  30, 1999 meeting the shareholders approved the proposed
amendment,  with  the  voting  as  follows:

          FOR          AGAINST          ABSTAIN          BROKER  NON-VOTES
          ---          -------          -------          -----------------

          6,462,349     114,933          43,873               3,668,097


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

     There  are no exhibits filed with this report.  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/Nancy  Deemer
                                           ----------------
                                        Nancy  Deemer
                                        Controller  and
                                        Principal  Accounting  Officer


Dated:  February 8,  1999



  


 5
 1000
       
                                     
                           6-MOS
                       JUN-27-1999
                          JUN-29-1998
                            DEC-27-1998
                                         578 
                                     0 
                                 7468 
                                  1011 
                                   1888 
                             10403 
                                        1830 
                                   0 
                               20513 
                         6236 
                                          0 
                                       115 
                            0 
                                      0 
                                    5224 
                 20513 
                                      30978 
                             33947 
                                        27715 
                                27715 
                              1546 
                                92 
                             256 
                               1699 
                                   524 
                           1175 
                                   0 
                                  0 
                                        0 
                                  1175 
                                  .10 
                                  .09