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  MARCH  26,  2000.
                                                   ----------------

     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  MAY  5,  2000,  AN  AGGREGATE  OF 10,768,673 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
         nine months ended March 26, 2000 and March 28, 1999                 3

         Consolidated Balance Sheets at March 26, 2000 and June 27, 1999     4

         Consolidated Statements of Cash Flows for the nine months
         ended March 26, 2000 and March 28, 1999                             5

         Notes to Consolidated Financial Statements                          7



Item 2.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           NINE MONTHS ENDED
                                                 -------------------           ------------------
                                            MARCH 26,           MARCH 28,       MARCH 26,   MARCH 28,
                                                                                
                                              2000                1999              2000        1999
                                       -------------------  ------------------  ----------  ----------
REVENUES:

  Food and supply sales . . . . . . .  $            13,934  $           14,004  $   43,555  $   43,835
  Franchise revenue . . . . . . . . .                1,365               1,364       4,233       4,214
  Restaurant sales. . . . . . . . . .                  595                 576       1,753       1,722
  Other income. . . . . . . . . . . .                   73                  73         151         192
                                       -------------------  ------------------  ----------  ----------
                                                    15,967              16,017      49,692      49,963
                                       -------------------  ------------------  ----------  ----------

COSTS AND EXPENSES:
  Cost of sales . . . . . . . . . . .               13,260              13,330      41,658      42,277
  Franchise expenses. . . . . . . . .                  564                 585       1,471       1,822
  General and administrative expenses                  936                 789       2,773       2,597
  Interest expense. . . . . . . . . .                  187                 140         505         396
                                       -------------------  ------------------  ----------  ----------
                                                    14,947              14,844      46,407      47,092
                                       -------------------  ------------------  ----------  ----------

INCOME BEFORE INCOME TAXES. . . . . .                1,020               1,173       3,285       2,871

  Provision for income taxes. . . . .                  347                 373       1,121         897
                                       -------------------  ------------------  ----------  ----------

NET INCOME. . . . . . . . . . . . . .  $               673  $              800  $    2,164  $    1,974
                                       ===================  ==================  ==========  ==========

BASIC EARNINGS PER COMMON SHARE . . .  $              0.06  $             0.07  $     0.19  $     0.17
                                       ===================  ==================  ==========  ==========

DILUTED EARNINGS PER COMMON SHARE . .  $              0.06  $             0.07  $     0.19  $     0.16
                                       ===================  ==================  ==========  ==========

DIVIDENDS DECLARED PER COMMON SHARE .  $              0.06  $                -  $     0.18  $     0.12
                                       ===================  ==================  ==========  ==========

WEIGHTED AVERAGE COMMON SHARES. . . .               11,569              11,483      11,463      11,762
                                       ===================  ==================  ==========  ==========

WEIGHTED AVERAGE COMMON AND
  DILUTIVE POTENTIAL COMMON SHARES. .               11,668              11,788      11,610      12,332
                                       ===================  ==================  ==========  ==========

<FN>

                     See accompanying Notes to Consolidated Financial Statements.







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


                                                                   MARCH 26,    JUNE 27,
ASSETS                                                               2000         1999
                                                                  -----------  ----------
                                                                         
            (UNAUDITED)
CURRENT ASSETS
  Cash and cash equivalents. . . . . . . . . . . . . . . . . . .  $      351   $     509
  Accounts receivable, less allowance for doubtful
    accounts of $779 and $808, respectively. . . . . . . . . . .       5,203       4,588
  Notes receivable, current portion, less allowance
    for doubtful accounts of $200 and $144, respectively . . . .         636         814
  Inventories. . . . . . . . . . . . . . . . . . . . . . . . . .       2,259       2,393
  Deferred taxes, net. . . . . . . . . . . . . . . . . . . . . .       1,097       1,149
  Prepaid expenses and other . . . . . . . . . . . . . . . . . .         607         591
                                                                  -----------  ----------
      Total current assets . . . . . . . . . . . . . . . . . . .      10,153      10,044
Property, plant and equipment, net . . . . . . . . . . . . . . .       1,740       1,754
Property under capital leases, net . . . . . . . . . . . . . . .       1,298       1,587
Deferred taxes, net. . . . . . . . . . . . . . . . . . . . . . .       3,707       4,407
Long-term notes receivable, less
  allowance for doubtful accounts of $36 and $80,
  respectively . . . . . . . . . . . . . . . . . . . . . . . . .         320         380
Deposits and other . . . . . . . . . . . . . . . . . . . . . . .         599         414
                                                                  -----------  ----------
                                                                  $   17,817   $  18,586
                                                                  ===========  ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable - trade . . . . . . . . . . . . . . . . . . .  $    2,613   $   2,641
  Accrued expenses . . . . . . . . . . . . . . . . . . . . . . .       1,707       1,795
  Current portion of capital lease obligations . . . . . . . . .         524         428
                                                                  -----------  ----------
    Total current liabilities. . . . . . . . . . . . . . . . . .       4,844       4,864

LONG-TERM LIABILITIES
  Long-term debt . . . . . . . . . . . . . . . . . . . . . . . .       8,418       5,700
  Long-term capital lease obligations. . . . . . . . . . . . . .         951       1,244
  Other long-term liabilities. . . . . . . . . . . . . . . . . .         710         719
                                                                  -----------  ----------
                                                                      14,923      12,527
                                                                  -----------  ----------
SHAREHOLDERS' EQUITY
  Common Stock, $.01 par value; authorized 26,000,000 shares;
    outstanding  11,412,153 and 11,407,945 shares, respectively.         150         149
  Additional paid-in capital . . . . . . . . . . . . . . . . . .       7,764       7,321
  Loans to officers. . . . . . . . . . . . . . . . . . . . . . .      (2,507)          -
  Retained earnings. . . . . . . . . . . . . . . . . . . . . . .      13,149      14,375
  Treasury stock at cost
    Shares in treasury: 3,561,096 and 3,519,231 respectively . .     (15,662)    (15,786)
                                                                  -----------  ----------
    Total shareholders' equity . . . . . . . . . . . . . . . . .       2,894       6,059
                                                                  -----------  ----------
                                                                  $   17,817   $  18,586
                                                                  ===========  ==========

<FN>

               See accompanying Notes to Consolidated Financial Statements.





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


                                                                            NINE MONTHS ENDED
                                                                            -------------------
                                                                        MARCH 26,        MARCH 28,
                                                                          2000             1999
                                                                   -------------------  -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
                                                                                  
  Net income. . . . . . . . . . . . . . . . . . . . . . . . . . .  $            2,164   $    1,974
  Adjustments to reconcile net income to
    cash provided by operating activities:
    Depreciation and amortization . . . . . . . . . . . . . . . .                 884          650
    Provision for bad debt. . . . . . . . . . . . . . . . . . . .                  75          177
    Utilization of pre-reorganization net operating
      loss carryforwards. . . . . . . . . . . . . . . . . . . . .                 752          912
  Changes in assets and liabilities:
    Notes and accounts receivable . . . . . . . . . . . . . . . .                (452)         293
    Inventories . . . . . . . . . . . . . . . . . . . . . . . . .                 134          (10)
    Accounts payable - trade. . . . . . . . . . . . . . . . . . .                 (28)       1,038
    Accrued expenses. . . . . . . . . . . . . . . . . . . . . . .                 (41)          11
    Prepaid expenses and other. . . . . . . . . . . . . . . . . .                 (16)         (57)
                                                                   -------------------  -----------
    CASH PROVIDED BY OPERATING ACTIVITIES . . . . . . . . . . . .               3,472        4,988
                                                                   -------------------  -----------

CASH FLOWS FROM INVESTING ACTIVITIES:

  Capital expenditures. . . . . . . . . . . . . . . . . . . . . .                (617)        (731)
  Proceeds from transfer of assets to capital lease . . . . . . .                   -          249
                                                                   -------------------  -----------
    CASH USED FOR INVESTING ACTIVITIES. . . . . . . . . . . . . .                (617)        (482)
                                                                   -------------------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Borrowings of long-term bank debt . . . . . . . . . . . . . . .               3,218        1,700
  Repayments of long-term bank debt and capital lease obligations                (855)        (216)
  Dividends paid. . . . . . . . . . . . . . . . . . . . . . . . .              (2,095)      (2,164)
  Proceeds from exercise of stock options . . . . . . . . . . . .                 143           35
  Purchases of treasury stock . . . . . . . . . . . . . . . . . .              (3,424)      (5,606)
                                                                   -------------------  -----------
    CASH USED FOR FINANCING ACTIVITIES. . . . . . . . . . . . . .              (3,013)      (6,251)
                                                                   -------------------  -----------

Net decrease in cash and cash equivalents . . . . . . . . . . . .                (158)      (1,745)
Cash and cash equivalents, beginning of period. . . . . . . . . .                 509        2,335
                                                                   -------------------  -----------
Cash and cash equivalents, end of period. . . . . . . . . . . . .  $              351   $      590
                                                                   -------------------  -----------

<FN>

                    See accompanying Notes to Consolidated Financial Statements.






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



                                                          NINE MONTHS ENDED
                                                           ------------------
                                                      MARCH 26,        MARCH 28,
                                                         2000            1999
                                                  ------------------  ----------

CASH PAYMENTS FOR:
                                                                
  Interest . . . . . . . . . . . . . . . . . . .  $              399  $      356
  Income taxes . . . . . . . . . . . . . . . . .                  75           -


NONCASH FINANCING AND INVESTING
ACTIVITIES:

  Capital lease obligations incurred . . . . . .  $              158  $      730
  Stock issued to officers in exchange for loans               2,507           -
<FN>

                    See accompanying Notes to Consolidated Financial Statements.





                                 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 March 28, 2000, the Company's Board of Directors declared a quarterly
dividend of $.06 per share on the Company's common stock, payable April 21, 2000
to  shareholders  of  record  on  April  7,  2000.

(3)     The  Company entered into an agreement effective March 31, 2000 with its
current  lender to extend the term of its existing $9.5 million revolving credit
line through March 2002 and to modify certain financial covenants.  In addition,
the  Company entered into a $5,000,000 term note with monthly principal payments
of  $104,000  maturing  on March 31, 2004.  Interest on the term loan is payable
monthly.  Interest  is  provided  for  at a rate equal to prime less an interest
rate  margin  of  .75%, or, at the Company's option, of the Eurodollar rate plus
1.5%.  The  Company has 120 days after the closing date to cause at least 50% of
the  outstanding  principal  amount  to  be  subject  to  a fixed interest rate.

(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. Accordingly, retained earnings and
additional  paid-in capital as of June 27, 1999 were adjusted by $13,195,000 and
$2,556,000.

In  October  1999,  the  Company  loaned  $2,506,754  to certain officers of the
Company  in  the  form  of  promissory notes due in June 2004 to acquire 900,000
shares  of  the  Company's  common  stock  through  the exercise of vested stock
options  previously  granted  to  them  in  1995 by the Company.  The notes bear
interest  at  the  same  floating  interest  rate the Company pays on its credit
facility  with  Wells  Fargo  and  are collaterized by certain real property and
existing  Company  stock  owned  by  the officers.  The notes are reflected as a
reduction  to  stockholders'  equity.  Common stock, additional paid-in capital,
retained earnings and treasury stock previously reported as of December 26, 1999
were  adjusted  as of March 26, 2000 by ($9,000), ($2,241,000), ($1,296,000) and
$3,546,000,  respectively, to reflect the issuance of these stock options out of
treasury  shares.  The  accounting  for  these  options  and  this  subsequent
adjustment  has  no  net  effect  on  stockholders'  equity.


(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 MARCH 26, 2000
BASIC EPS
Income Available to Common Shareholders . . .  $        673         11,569  $     0.06
Effect of Dilutive Securities - Stock Options                           99
                                                                ------------
DILUTED EPS
Income Available to Common Shareholders
& Assumed Conversions . . . . . . . . . . . .  $        673         11,668  $     0.06
                                               ============  =============  ==========

THREE MONTHS ENDED MARCH 28, 1999
BASIC EPS
Income Available to Common Shareholders . . .  $        800         11,483  $     0.07
Effect of Dilutive Securities - Stock Options                          305
                                                                 ------------
DILUTED EPS
Income Available to Common Shareholders
& Assumed Conversions . . . . . . . . . . . .  $        800         11,788  $     0.07
                                               ============  =============  ==========


NINE MONTHS ENDED MARCH 26, 2000
BASIC EPS
Income Available to Common Shareholders . . .  $      2,164         11,463  $     0.19
Effect of Dilutive Securities - Stock Options                          147
                                                                ------------
DILUTED EPS
Income Available to Common Shareholders
& Assumed Conversions . . . . . . . . . . . .  $      2,164         11,610  $     0.19
                                               ============  =============  ==========

NINE MONTHS ENDED MARCH 28, 1999
BASIC EPS
Income Available to Common Shareholders . . .  $      1,974         11,762  $     0.17
Effect of Dilutive Securities - Stock Options                          570
                                                                ------------
DILUTED EPS
Income Available to Common Shareholders
& Assumed Conversions . . . . . . . . . . . .  $      1,974         12,332  $     0.16
                                               ============  =============  ==========






(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 nine months ended March 26, 2000,
and  March  28,  1999.




                                         THREE MONTHS ENDED         NINE MONTHS ENDED

                                       MARCH 26,    MARCH 28,    MARCH 26,    MARCH 28,
                                         2000         1999         2000         1999
                                      -----------  -----------  -----------  -----------
                                                                 
 NET SALES AND OPERATING REVENUES:
 Food and Equipment Distribution . .  $   13,934   $   14,004   $   43,555   $   43,835
 Franchise and Other . . . . . . . .       1,960        1,940        5,986        5,936
 Intersegment revenues . . . . . . .         206          196          624          650
                                      -----------  -----------  -----------  -----------
      Combined . . . . . . . . . . .      16,100       16,140       50,165       50,421
 Other Revenues. . . . . . . . . . .          73           73          151          192
 Less intersegment revenues. . . . .        (206)        (196)        (624)        (650)
                                      -----------  -----------  -----------  -----------
      Consolidated Revenues. . . . .  $   15,967   $   16,017   $   49,692   $   49,963
                                      ===========  ===========  ===========  ===========


 OPERATING PROFIT:
 Food and Equipment Distribution (1)  $      722   $    1,155   $    1,904   $    2,416
 Franchise and Other (1) . . . . . .         769          413        2,822        1,823
 Intersegment profit . . . . . . . .          12           50          167          163
                                      -----------  -----------  -----------  -----------
      Combined . . . . . . . . . . .       1,503        1,618        4,893        4,402
 Other Profit or loss. . . . . . . .          73           73          151          192
 Less intersegment profit. . . . . .         (12)         (50)        (167)        (163)
 Corporate administration and other.        (544)        (468)      (1,592)      (1,560)
                                      -----------  -----------  -----------  -----------
      Income before taxes. . . . . .  $    1,020   $    1,173   $    3,285   $    2,871
                                      ===========  ===========  ===========  ===========

 GEOGRAPHIC INFORMATION (REVENUES):
 United States . . . . . . . . . . .  $   15,571   $   15,747   $   48,756   $   48,858
 Foreign countries . . . . . . . . .         396          270          936        1,105
                                      -----------  -----------  -----------  -----------
      Consolidated total . . . . . .  $   15,967   $   16,017   $   49,692   $   49,963
                                      ===========  ===========  ===========  ===========
<FN>

 (1)  Does  not  include  full  allocation  of  corporate  administration




                                       14
ITEM  2.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION AND
- --------------------------------------------------------------------------------
RESULTS  OF  OPERATIONS
- -----------------------

Quarter  and  nine  months ended March 26, 2000 compared to the quarter and nine
months  ended  March  28,  1999.

     Diluted earnings per share for the third quarter of the current fiscal year
were  $0.06  versus  $0.07  for  the same period last year.  For the nine months
ended  March  26,  2000,  diluted earnings per share increased 19% to $0.19 from
$0.16  for  the same period last year.  Net income for the quarter decreased 16%
to  $673,000  from  $800,000 for the same quarter last year. For the nine months
ended  March  26,  2000,  net income increased 10% to $2,164,000 from $1,974,000
compared  to  the  same  period  last  year.

     Food  and  supply  sales for the quarter decreased slightly compared to the
same  period  last  year.  For  the  nine  month  period,  food and supply sales
decreased  to  $43,555,000 from $43,835,000 for the same period last year.  This
decrease  is  the  result of higher cheese prices in the first three quarters of
the  prior  year.  Excluding the extraordinary change in cheese prices, food and
supply  sales  increased  $1,436,000  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,
increased $1,000 for the quarter and $19,000 for the nine month period, compared
to  the same periods last year. These increases include higher on-going domestic
and international royalties of $129,000 due to higher chainwide sales, primarily
offset  by  recognition  of  higher  Territory  sales  in  the  prior  year.

     Restaurant  sales,  which  consists  of  revenue generated by Company-owned
training  stores,  for  the quarter increased 3% or $19,000 compared to the same
period of the prior year.  For the nine month period, restaurant sales increased
2%  or  $31,000.  Sales  for  the nine month period were partially offset by the
lease  expiration  and  closing  of  one  training  Delco  store in August 1998.

     Cost  of  sales  remained  consistent  for  the quarter and decreased 1% or
$619,000  for  the  nine  month period.  This decrease is due to favorably lower
cheese prices in the current year though partially offset by payroll costs which
were  capitalized  as  software  development  costs  in  the  prior  year.
Additionally, transportation, depreciation and amortization costs were higher in
the  current  year.  As  a  percentage  of  sales for the quarter, cost of sales
remained  the  same at 91%.  For the nine 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  continuing  service  of  franchises  and
Territories.  These  costs  decreased  4%  or $21,000 for the quarter and 19% or
$351,000 for the nine month period compared to the same periods last year.  This
decrease  was  primarily  due  to lower marketing expense and lower compensation
expense  relating  to  franchise  sales.

     General  and  administrative  expenses  increased  19%  or $147,000 for the
quarter  and increased 7% or $176,000 for the first nine months, compared to the
same  periods  last  year.  This  is  a result of higher insurance costs, higher
franchise  and  property  taxes,  and  payroll  costs  that  were capitalized as
software  development  costs  in  the  prior  year.

     Interest  expense  increased  34%  or  $47,000  for  the quarter and 28% or
$109,000  for  the  first  nine 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  nine  months  of fiscal 2000, the Company utilized cash
provided  by  operations  in  the  amount  of  $3,472,000,  bank  borrowings  of
$3,218,000, and a portion of its cash balances to purchase 942,000 shares of its
own  common  stock  for  $3,424,000  and  to  pay dividends of $2,095,000 on the
Company's  common  stock.

     Capital  expenditures  of  $617,000  during  the first nine months included
computer  equipment  and  upgrades, a cash register system for each of the three
Company-owned  stores,  and  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 $7.5
million and expire in 2005) to reduce its federal tax liability from the 34% 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 ($4.8 million
as of March 26, 2000) 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  entered  into  an agreement effective March 31, 2000 with its
current  lender to extend the term of its existing $9.5 million revolving credit
line through March 2002 and to modify certain financial covenants.  In addition,
the  Company entered into a $5,000,000 term note with monthly principal payments
of  $104,000  maturing  on March 31, 2004.  Interest on the term loan is payable
monthly.  Interest  is  provided  for  at a rate equal to prime less an interest
rate  margin  of  .75%, or, at the Company's option, of the Eurodollar rate plus
1.5%.  The  Company has 120 days after the closing date to cause at least 50% of
the  outstanding  principal  amount  to  be  subject  to  a fixed interest rate.

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

     None


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

     Exhibits:

10.1     Second  Amended  and  Restated  Loan  Agreement between the Company and
Wells  Fargo  Bank  (Texas),  N.A.  dated  March  31,  2000.

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



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                                   SIGNATURES
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     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:  May  9,  2000


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                                   SIGNATURES
                                   ----------