Mr.  Rod  J.  McDonald
January  18,  2005
Page  2

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

January  18,  2005

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

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

Dear  Mr.  McDonald:

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

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

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

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



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

Sincerely,



W.  Wayne  Bush,  CFA
Lead  Analyst
Nasdaq  Listing  Qualifications


See,  SEC  Release  No.  34-49424.