PIZZA INN INC /MO/
DEF 14A, 1997-10-27
GROCERIES & RELATED PRODUCTS
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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934




Filed by Registrant                          X	 
Filed by a Party other than the Registrant 	 


Check the appropriate box:

	         Preliminary Proxy Statement
	       X Definitive Proxy Statement
	         Definitive Additional Materials
	         Soliciting Material Pursuant to  240.14a-11(c) or 240.14a-12



PIZZA INN, INC.
(Name of Registrant as Specified In Its Charter)


PIZZA INN, INC.
(Name of Person(s) Filing Proxy Statement)


Payment of Filing Fee (Check the appropriate box):

   X  $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(i)(2).

      $500 per each party to the  controversy  pursuant to Exchange Act Rule 
      14a-6(i)(3).

      Fee computed on table below per Exchange Act Rules 14a-6(i)
      (4) and 0-11.


      Check  box if any part of the fee is offset  as provided by Exchange Act 
      Rule 0-11(a)(2) and identify the filing  for which the offsetting fee was

      paid previously.  Identify the previous filing by registration  statement
      number, or the Form or Schedule and the date of its filing.




                               PIZZA INN, INC.
                         5050 QUORUM DRIVE, SUITE 500
                             DALLAS, TEXAS 75240
                                (972) 701-9955


                   NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                         TO BE HELD DECEMBER 11, 1997


To  our  Shareholders:

     The  Annual  Meeting  of Shareholders of Pizza Inn, Inc., (the "Company")
will  be  held  at  The Westin Hotel (Galleria), 13340 Dallas Parkway, Dallas,
Texas   75240, on Thursday, December 11, 1997, at 10:00 a.m., Dallas time, for
the  following  purposes:


    1.  To elect three Class II directors;

    2.  To approve an amendment to the 1993 Stock Award Plan; and

    3.  To transact such other business as may properly come before the meeting
        or any adjournments thereof.

	Only shareholders of record at the close of business on October 14, 1997 are
entitled  to  notice of,  and  to  vote  at, this meeting and any adjournments 
thereof.

                                   Sincerely,






                                   Jeff Rogers
                                   President and Chief Executive Officer
November 4, 1997

	Whether or not you plan to attend the meeting in person, please complete,
date, and sign the enclosed proxy, and mail it in the stamped envelope enclosed 
for your convenience.  The enclosed proxy is revocable at any time prior to its
use.

                           YOUR VOTE IS IMPORTANT.

                               PIZZA INN, INC.
                         5050 QUORUM DRIVE, SUITE 500
                             DALLAS, TEXAS 75240
                                (972) 701-9955

                           PROXY STATEMENT FOR THE
                        ANNUAL MEETING OF SHAREHOLDERS

                         TO BE HELD DECEMBER 11, 1997

     The  Board  of  Directors of Pizza Inn, Inc., a Missouri corporation (the
"Company"),  is  soliciting  proxies  to  be  voted  at  the Annual Meeting of
Shareholders (the "Annual Meeting") to be held at The Westin Hotel (Galleria),
13340  Dallas  Parkway,  Dallas, Texas  75240, on Thursday, December 11, 1997,
10:00  a.m.,  Dallas  time,  and  at  any  adjournments  thereof.   This Proxy
Statement  was first mailed to the Company's shareholders on or about November
1,  1997.

     If the proxy is signed and returned before the Annual Meeting, it will be
voted  in  accordance with the directions on the proxy. A proxy may be revoked
at  any  time before it is voted by execution of a subsequent proxy, by signed
written  notice  to Pizza Inn, Inc., Church Street Station, P.O. Box 1677, New
York,  New  York  10008-1677,  or  by  voting in person at the Annual Meeting.

                          OUTSTANDING CAPITAL STOCK

     The  record  date for shareholders entitled to notice of, and to vote at,
the  Annual  Meeting  is  October  14, 1997.  At the close of business on that
date, there were outstanding 12,747,215 shares of Common Stock, $.01 par value
("Common  Stock").  No other class of securities of the Company is entitled to
notice  of,  or  to  vote  at,  the  Annual  Meeting.

                      ACTION TO BE TAKEN AT THE MEETING

     The accompanying proxy, unless the shareholder otherwise specifies in the
proxy,  will  be  voted:

          1.   FOR  the election of the three Class II director nominees named
herein,  to  serve  for  a  term  of  two years each or until their respective
successors  are  elected  and  qualified;

          2.   FOR  approval  of an amendment  to the 1993  Stock  Award  Plan
(the  "Plan")  increasing  by 500,000 shares the aggregate number of shares of
Common  Stock  issuable  under  the  Plan;  and

          3.   In the  discretion of the proxy  holders, as to the transaction
of  such  other  business  as  may  properly  come  before  the meeting or any
adjournments  thereof.

     The Board of Directors is not presently aware of any other business to be
brought  before  the  Annual  Meeting.     

			     QUORUM  AND  VOTING

     The  presence, in person or by proxy, of the holders of a majority of the
outstanding  shares of Common Stock is necessary to constitute a quorum at the
Annual  Meeting.    In  deciding  all  questions,  a holder of Common Stock (a
"Shareholder")  is entitled to one vote, in person or by proxy, for each share
held  in  his name on the record date.  Solely with respect to the election of
directors,  a  Shareholder  has  that  number  of votes equal to the number of
shares  held  by  him on the record date multiplied by the number of directors
being  elected  and he is entitled to cumulate his votes and cast them all for
any  single  nominee  or  to  spread  his  votes,  so cumulated, among as many
nominees  and  in  such manner as he sees fit.  Directors must be elected by a
plurality of the votes cast.  To be elected as a director, a candidate must be
one  of  the three candidates who receive the most votes out of all votes cast
at  the  Annual  Meeting.

     A  Shareholder  who  is present, in person or by proxy, and who withholds
his  vote  in  the  election  of  directors,  will  be counted for purposes of
determining  whether a quorum exists, but the withholding of his vote will not
affect  the election of directors.  A Shareholder who is present, in person or
by proxy, and who abstains from voting on other proposals, will be counted for
purposes  of  a quorum, and the abstention will have the same effect as a vote
against  the  proposals.    Brokers' "non-votes" are treated the same as votes
withheld  or  abstained.

     The  enclosed  proxy, if executed and returned, will be voted as directed
on  the  proxy  or,  in the absence of such direction, FOR the election of the
nominees  as  directors  and FOR the approval of the proposed amendment to the
Plan.    If  any  other matters properly come before the meeting, the enclosed
proxy  will  be  voted  by  the  proxy  holders  in accordance with their best
judgment.


ELECTION  OF  DIRECTORS

     The  Company's  Articles  of  Incorporation  and By-laws provide that the
Board  of Directors shall be divided into two Classes.  The terms of the three
Class  II directors expire at the Annual Meeting.  The Board has nominated for
election at the Annual Meeting all three incumbent Class II directors, each to
serve  for  a  term of two years.  Each nominee of the Board has expressed his
intention  to  serve  the entire term for which election is sought.  Directors
will  be  elected  by  cumulative voting.  THE BOARD OF DIRECTORS RECOMMENDS A
VOTE  FOR  EACH  OF  THE  THREE  NOMINEE  DIRECTORS.

     The  following  table lists the names and ages, as of October 1, 1997, of
the  three nominee directors and the four directors whose terms of office will
continue  after  the Annual Meeting, the class to which each director has been
or will be elected, the year in which each director was first elected, and the
annual  meeting  (assuming  that  it is held in December) at which the term of
each  director  will  expire  (assuming  the  election  of  each  nominee).


<TABLE>
<CAPTION>

                                        Director  Term
Nominee Directors       Age     Class    Since  Expires
- --------------------  --------  -----    -----  -------
<S>                   <C>       <C>      <C>    <C>    
C. Jeffrey Rogers           50  II        1990     1997
F. Jay Taylor               74  II        1994     1997
Steve A. Ungerman           53  II        1990     1997

Continuing Directors
- --------------------                                   
Bobby L. Clairday           54  I         1990     1998
Don G. Navarro              53  I         1990     1998
Ronald W. Parker            47  I         1993     1998
Ramon D. Phillips           64  I         1990     1998
</TABLE>




                              EXECUTIVE OFFICERS

The following table sets forth certain information, as of October 1, 1997,
regarding the Company's executive officers:


<TABLE>
<CAPTION>

                                                                             Executive
                                                                              Officer
 Name  			Age 		Position               	          Since
- -------------------     ------   ----------------------------                ---------      
<S>                      <C>     <C>                                         <C>
C.  Jeffrey Rogers         50    President, Vice Chairman and                 1990
                                 Chief Executive Officer
Ronald W. Parker           47    Executive Vice President and                 1992
                                 Chief Operating Officer
B. Keith Clark             34    General Counsel and Secretary                1997
Dennis Essary              43    Vice President of Administration/            1997
                                 Controller (Norco)
Roy H. Lotz                48    Vice President of Concept Development        1996
                                 and Equipment
Bradford S. Lucky          31    Vice President of Marketing                  1997
Ward T. Olgreen            38    Vice President of International Operations   1995
                                 and Brand R & D
Elizabeth D. Reimer        43    Controller, Treasurer and Assistant          1996
                                 Secretary
Robert L. Soria            42    Vice President of Restaurant Development     1993
Karen A. Steinbach         39    Vice President of Franchise Operations       1997
                                 and Training
</TABLE>




          BIOGRAPHIES OF NOMINEE DIRECTORS AND CONTINUING DIRECTORS

     Steve  A.  Ungerman  is  a  director  of  MedSynergies, Inc., a physician
practice  management  company,  and  is  employed  in  the capacity of Special
Projects.    From  September  16, 1996 to August 15, 1997, he was President of
MedSynergies, Inc.  In September 1996, he became Of Counsel to the law firm of
Ungerman,  Sweet  & Brousseau.  Prior to September 1996, he practiced law as a
shareholder  of Ungerman & Ungerman, P.C. and its predecessors for 28 years in
the areas of business matters, commercial finance and mediation.  Mr. Ungerman
received  his  Juris Doctor degree from Southern Methodist University.  He was
elected  a  Director  and  Chairman  of the Board of Directors of Pizza Inn in
September  1990.

     Bobby L. Clairday is an Area Developer of Pizza Inn restaurants and he is
President,  a Director and sole shareholder of Clairday Food Services, Inc., a
Pizza  Inn  franchisee  operating  Pizza Inn restaurants in three states.  Mr.
Clairday is also sole shareholder of Advance Food Services, Inc., a franchisee
operating  Pizza Inn restaurants in Arkansas.  From 1990 until his election as
a  Director  of  the  Company  in January 1993, Mr. Clairday was an ex-officio
member  of  the  Board  of  Directors,  serving  as  a  representative  of our
franchisees.    He  has  served  as  the President of the Pizza Inn Franchisee
Association  and as a member of various committees and associations affiliated
with  the  Pizza Inn restaurant system.  Mr. Clairday has been a franchisee of
the  Company  for  over  twenty  years.

     Don  G. Navarro is President of The Navarro Group, Inc. ("TNG").  TNG and
its  predecessor, Don Navarro and Associates, LLC, have provided financial and
business advisory services to a wide range of corporate and individual clients
since  1982.    Mr.  Navarro  is  also  a Director of IMCO Recycling, Inc. and
Southeastern  Paralegal  Institute.  Mr. Navarro was elected a Director of the
Company  in  September  1990.


     Ronald  W. Parker is Executive Vice President and Chief Operating Officer
of  the Company. Mr. Parker joined the Company in October 1992 and was elected
Executive  Vice  President,  Chief Operating Officer and a Director in January
1993.    From  October 1989 to September 1992, he was Executive Vice President
and  General  Manager  of  the  Bonanza  restaurant  division  of  Metromedia
Steakhouses,  Inc.  and  its  predecessor  Metsa, Inc.  From 1983 to 1989, Mr.
Parker  served  in several executive positions for USACafes, the franchisor of
the  Bonanza  restaurant  chain.

     Ramon  D.  Phillips  has  been  President,  Chief  Executive  Officer and
Chairman  of  the  Board  of  Hallmark  Financial  Services, Inc., a financial
services company, since May 1989.  Prior to Hallmark Financial Services, Inc.,
Mr.  Phillips  had  fifteen  years  experience  in  the  franchise  restaurant
industry,  serving  in  an  executive  position  with  Kentucky  Fried Chicken
(1969-1974)  and  Pizza  Inn,  Inc.  (1974-1989).

     C. Jeffrey Rogers was appointed President of the Company's predecessor in
February  1990 and he became President, Chief Executive Officer and a Director
of  the  Company  in  September  1990  pursuant  to the terms of the Company's
recapitalization  plan.    From  1983 to 1989, Mr. Rogers was President, Chief
Executive  Officer  and  a  Director  of  USACafes  General Partner, Inc., the
general partner  of  the  limited  partnership  that owned the Bonanza  family
restaurant system and franchised  approximately 650 Bonanza  restaurants, and 
its predecessor USACafes.   Mr. Rogers was elected Vice Chairman of the Board 
of Directors  of the Company in January 1994, and he was elected a Director of
Hallmark  Financial  Services,  Inc.  in  May  1995.

     F.  Jay  Taylor  is  an arbitrator in Ruston, Louisiana who is affiliated
with  the  American  Arbitration  Association  and  the  Federal Mediation and
Conciliation Service.  He is a Director and Chairman of the Audit Committee of
Michael's  Stores,  Inc.  and a Director of the Illinois Central Railroad.  He
formerly  served  as  a  Director  of  USACafes, Earth Resources and Mid South
Railroad.    Dr. Taylor, who received his Ph.D. from Tulane University, served
as  President  of  Louisiana  Tech  University from 1962 to 1987 and currently
serves  as  its  President Emeritus.  Mr. Taylor was elected a Director of the
Company  in  1994.


                     BIOGRAPHIES OF NON-DIRECTOR OFFICERS

     B.  Keith  Clark  joined  the  Company  in February 1997 and  was elected
General  Counsel  and  Secretary of the Company in March 1997.  From June 1994
through  February  1997,  he  was  Assistant  General  Counsel  and  Assistant
Secretary  of  American  Eagle  Group, Inc., a property and casualty insurance
holding  company.    From  January  1990  through  May  1994,  Mr. Clark was a
corporate associate in the Dallas office of Akin, Gump, Strauss, Hauer & Feld,
L.L.P.,  a  diversified  international  law  firm.

     Dennis  L.  Essary  was  appointed  Vice   President  of  Administration/
Controller  of  Norco  Division of the Company in  July 1997.   He joined the 
Company as  Controller of the Norco  Division in September 1992.   Mr. Essary 
was  Vice  President  of Armstrong Industries, Inc., a distributor of medical 
equipment and supplies, from April 1990 to September 1992.   Mr. Essary owned 
a  certified  public  accounting  firm  from  1987  to  1990.

     Roy  T.  Lotz  was  appointed  Vice President of  Concept Development and
Equipment  for  the  Company  in July 1996. He was assigned responsibility for
concept  development  and  equipment  sales  in September 1995.  He joined the
Company  in  December 1991 as a Franchise Operations Consultant.  Mr. Lotz was
Director of Real Estate and Construction for Tony Roma's Restaurants from 1988
to  November 1991, and he was employed as Director of Franchise Operations and
in  other  positions  for  El  Chico  Restaurants  from  1971  to  1988.

     Bradford  S.  Lucky  joined  the  Company  in  December 1996 as Executive
Director  of  Marketing and was appointed Vice President of Marketing in March
1997.    Mr.  Lucky  served  in  several  account  management  positions  at
Publicis/Bloom  Advertising  Agency  from  1989  through  November  1996.

     Ward  T. Olgreen was appointed Vice President of International Operations
and  Brand  R&D  for  the  Company  in January 1995.  He joined the Company in
September 1991 as a Franchise Operations Consultant.  Mr. Olgreen was promoted
to  Senior   Franchise  Operations  Consultant  in July  1992 and Director of 
Franchise Operations in July 1993. Mr. Olgreen was a  Branch Manager for  GCS 
Service, Inc., a restaurant equipment service provider, from June 1986 through
July 1991.


     Elizabeth  D.  Reimer  joined Pizza Inn in 1984, and since that time, has
worked in various positions in the finance and accounting department.  She was
elected  Treasurer,  Controller  and  Assistant  Secretary  of  the Company in
December  1996.

     Robert  L.  Soria  was appointed Vice President of Restaurant Development
for  the  Company  in  February  1996.    He  was  Vice President of Franchise
Operations from July 1993 through February 1996.  Mr. Soria joined the Company
in  May  1991  as  a  Regional  Director,  and  he was promoted to Director of
Franchise  Services  in  September  1991.   Mr. Soria was a Regional Franchise
Manager  for  Popeye's  Fried Chicken in San  Antonio, Texas from 1989 through
May  1991.   Prior to 1989, Mr. Soria served in several positions for USACafes
with  responsibility  for  restaurant  and  franchise  operations.

     Karen  A.  Steinbach  joined  Pizza  Inn in April 1995, and was appointed
Director  of  Franchise  Operations  in  July of 1995.  She was appointed Vice
President  of  Franchise  Operations  and Training in April of 1997.  Prior to
joining  Pizza Inn, Ms. Steinbach was Director of Systems Development at Brice
Foods  from  1993  through  1995.   From 1988 to 1993, Ms. Steinbach served in
several  positions  at  Brice  Foods  with responsibilities for restaurant and
franchise  operations.


            SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

     The  following  table  sets  forth  certain information, as of October 1,
1997,  with  respect  to the beneficial ownership of Common Stock by: (a) each
person  known  to  be  a  beneficial  owner  of  more than five percent of the
outstanding  Common  Stock; (b) each director, nominee director, and executive
officer  named  in  the section entitled "Summary Compensation Table;" and (c)
all  directors  and  executive  officers  as  a group (14 persons).  Except as
otherwise  indicated, each of the persons named in the table below is believed
by the Company to possess sole voting and investment power with respect to the
shares  of  Common Stock beneficially owned by such person.  Information as to
the  beneficial  ownership of Common Stock by directors and executive officers
of  the  Company  has been furnished by the respective directors and executive
officers.


<TABLE>
<CAPTION>

      Name                       	    Shares
(and Address of               	 Beneficially                 Percent
5% Beneficial Owner)           	    Owned                     of Class
- -----------------------------  	-------------                 ------------         
<S>                           	 <C>        		    <C>    

C. Jeffrey Rogers (a)               4,088,744                       27.8%
5050 Quorum Drive, Suite 500
Dallas, Texas  75240

Ronald W. Parker (a)                  933,480                        6.3%
Don G. Navarro (a) (b)                142,000                   less than 1%
Bobby L. Clairday (a)                 104,300                   less than 1%
Ramon D. Phillips (a) (c)              44,146                   less than 1%
Steve A. Ungerman (a) (d)              39,066                   less than 1%
F. Jay Taylor (a)                      10,000                   less than 1%

Robert L. Soria (a)                    58,058                   less than 1%
Ward T. Olgreen (a)                    77,163                   less than 1%
B. Keith Clark                          3,000                   less than 1%

All Directors and
Executive Officers as a Group       5,571,258                       37.8%

<FN>

(a)   Includes  vested  options  under the  Company's  stock  option  plans, as
      follows:  1,030,000 shares for Mr. Rogers; 593,500 shares for Mr. Parker;
      50,000 shares  for Mr.  Navarro; 30,000  shares  for Mr. Clairday; 20,323
      shares for  Mr. Phillips; 8,500 shares for Mr. Ungerman; 5,000 shares for
      Mr.  Taylor; 49,000  shares  for  Mr.  Soria;  and  36,000  shares  for 
      Mr. Olgreen.

(b)   Mr. Navarro shares voting and investment power for 90,000 shares with the
      general  partners  of  Pistalero  Partners,  L.P.

(c)   Mr. Phillips shares voting and  investment power for  18,490  shares with
      the  shareholders  of  Wholesale  Software  International,  Inc.

(d)   Mr. Ungerman  shares  voting and  investment power for 1,000 shares  with
      Jay  W.  Ungerman.

</FN>
</TABLE>
          COMMITTEES  AND  MEETINGS  OF  THE  BOARD  OF  DIRECTORS

     The  Board  has  established  Audit, Compensation, Executive, Finance and
Stock  Award Plan Committees. The Audit Committee selects independent auditors
and  reviews  audit  results.  The Compensation Committee reviews and approves
remuneration  for officers of the Company and administers the 1992 Stock Award
Plan.  The  Finance  Committee  reviews  and  oversees  the  Company's capital
structure  and  operating results.  The Executive Committee considers business
as  directed  by  the  Chairman  of the Board.  The Stock Award Plan Committee
administers  the  1993  Stock  Award Plan and the 1993 Outside Directors Stock
Award  Plan.

     As  of  October  1, 1997, Messrs. Clairday, Phillips, Taylor and Ungerman
serve  on the Audit Committee; Messrs. Navarro, Phillips and Ungerman serve on
both  the  Compensation  and  Stock  Award  Plan  Committees; Messrs. Navarro,
Phillips,  Rogers  and  Ungerman serve on the Executive Committee; and Messrs.
Parker,  Phillips  and  Taylor  serve  on  the  Finance  Committee.

     During fiscal year 1997, the Board of Directors held three meetings.  The
 Audit  Committee  met  two  times,  the  Compensation Committee met once, the
Executive Committee met nine times and the Finance Committee met three times. 
 In  addition,  the  Compensation and Stock Award Plan Committees took several
actions  by  unanimous  written  consent  in  lieu  of  meetings.  Each of the
directors attended at least three-fourths of the total number of meetings held
by  the  Board  and  the  committees  on  which  he  served.

                          SUMMARY COMPENSATION TABLE

     The  following  table  sets  forth  the  annual compensation of the Chief
Executive  Officer  and  the  other  four  most  highly  compensated executive
officers  of  the  Company  for the fiscal years ended June 27, 1997, June 30,
1996,  and  June  25,  1995  (designated  as  years  1997,  1996,  and  1995).


<TABLE>
<CAPTION>

                                           Annual  Compensation                          Long Term 
                                          ----------------------                     Compensation Awards 
                                                                                     --------------------

                                                                                    Securities Under- 
        Name                                                     Other Annual        lying Options 
(and Principal Position)      Year      Salary ($)  Bonus ($)  Compensation ($)(a)   (# of shares)
- ----------------------------  ----  --------------  ---------  -----------------   -----------------
<S>                           <C>   <C>             <C>         <C>                <C>
C. Jeffrey Rogers             1997  $   510,539     $ 500,000    $220,380             250,000
(Chief Executive              1996  $   495,107(b)  $ 500,000    $236,158             330,000
Officer)                      1995  $   462,711     $ 650,000    $153,267           1,400,000(c)

Ronald W. Parker              1997  $   325,000     $ 270,160    $187,825             250,000
(Chief Operating Officer)     1996  $   295,149     $ 267,660    $165,207             193,500
                              1995  $   267,554     $ 230,000    $115,123             800,000(c)


Robert L. Soria (Vice         1997  $    80,356     $  12,064    $ 12,000               5,000
President of Restaurant       1996  $    84,581(b)  $  34,160    $  5,474              10,000
Development)                  1995  $    84,365     $  15,000    $  6,624             130,000(c)

Ward T. Olgreen               1997  $    76,384     $  13,759    $  5,980              10,000
(Vice President of            1996  $    73,574     $  27,560    $  5,255              10,000
International                 1995  $    72,288     $   6,000    $  5,226              60,000(c)
Operations and R&D)

B. Keith Clark (General       1997  $    31,923     $   8,000    $  1,200              30,000
Counsel) (d)
                                                              

<FN>

(a)  Includes:   for Mr. Rogers, supplemental  retirement  benefits  of  $43,860
     (which includes the  payment of related  taxes) per  year in 1997, 1996 and
     1995, and  life  insurance  benefits of $69,684 (which includes the payment
     of related  taxes)  in 1997, and  $75,929 (which  includes  the  payment of
     related taxes) per year  in  1996  and  1995; for Mr. Parker,  supplemental
     retirement  benefits of $43,860  (which  includes  the  payment  of related
     taxes) per  year in 1997, 1996 and  1995,  and life  insurance  benefits of
     $66,965 (which includes the payment of  related  taxes)  in  1997,  $63,860
     (which  includes the payment of related  taxes) in 1996, and $68,789 (which
     includes the payment of related taxes)in 1995; for Mr. Soria, car allowance
     of $12,000 in 1997, and $4,800 per year  in 1996 and 1995; for Mr. Olgreen,
     car allowance of $3,600 per year in 1997, 1996and 1995; and for Mr.  Clark,
     car  allowance  of  $1,200  in  1997.

b)   The Company's 1997 fiscal year included 52 weeks,  compared to 53 weeks in 
     1996  and  52  weeks  in  1995.

c)   Includes newly granted options as well as replacement  options  granted in
     exchange  for the  cancellation of previously granted options, as follows: 
     for  Mr. Rogers 350,000  new  options  on  7-21-94 and 350,000 replacement
     options  on 12-20-94  for  options  previously  issued  on  12-20-93,  all
     subsequently  replaced  on 6-12-95 by  700,000  options which he currently 
     holds;  for  Mr.  Parker  200,000  new  options  on  7-21-94  and  200,000 
     replacement options on 12-20-94 for options previously issued on 12-20-93, 
     all subsequently replaced on 6-12-95 by 400,000 options which he currently 
     holds; for Mr. Soria 30,000  new options on 7-21-94 and 35,000 replacement 
     options on 12-20-94 for options previously issued on 12-20-93 and 4-20-94, 
     all subsequently replaced on  6-12-95 by 65,000 options which he currently 
     holds; for Mr. Olgreen 30,000 replacement  options on 12-20-94 for options 
     previously  issued  on 12-20-93  and  4-20-94,  subsequently  replaced  on 
     6-12-95 by 30,000 options which he currently holds.  For  the total number 
     of options (net of replacement options) held by each  named  officer,  see 
     the table entitled "Aggregated Option Exercises in Last  Fiscal  Year  and 
     Fiscal  Year-End  Option  Values."

d)   Includes  compensation  for Mr.  Clark  from  his  employment date of 
     February  26,  1997.

</FN>
</TABLE>

               AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                      AND FISCAL YEAR-END OPTION VALUES



     The  following  table  sets  forth  information  regarding  stock options
exercised  during  fiscal  year 1997 and unexercised stock options held at the
end of fiscal year 1997 by the Chief Executive Officer and the other four most
highly  compensated  executive  officers of the Company. The closing bid price
for  the  Company's  Common  Stock, as reported by the National Association of
Securities  Dealers Automated Quotation System, was $3.75 on June 27, 1997 the
last  trading  day  of  the  Company's  fiscal  year.




<TABLE>
<CAPTION>

                                                        Number of            Value of Unexercised
                                                        Unexercised          In-the-Money
                                                        Options at           Options at
                            Shares                      Fiscal Year End      Fiscal Year
                         Acquired on   Value Realized   (Exercisable/        End (Exercisable/
     Name                 Exercise(#) ($)               Unexercisable)(#)    Unexercisable)
- -----------------	       -------------  ---------------  -----------------    --------------   
<S>                     <C>           <C>              <C>               <C> <C>               


C. Jeffrey Rogers          --             --                 1,030,000   (e)   $    875,000
                                                               250,000   (u)   $     78,125

Ronald W. Parker           --             --                   793,500   (e)   $  1,025,000
                                                               250,000   (u)   $     78,125

Robert L. Soria            --             --                    62,000   (e)   $     72,000
                                                                21,000   (u)   $     15,313

Ward T. Olgreen            --             --                    34,000   (e)   $     38,750
                                                                26,000   (u)   $     16,875

B. Keith Clark             --             --                        --   (e)   $        -0-
                                                                30,000   (u)   $      4,688

<FN>

(e)  Denotes exercisable options.

(u)  Denotes unexercisable options.

</FN>
</TABLE>



                      OPTION GRANTS IN LAST FISCAL YEAR

     The  following  table  sets  forth  information  regarding  stock options
granted  during  fiscal  year 1997, pursuant to the Company's 1993 Stock Award
Plan,  to  the  Chief  Executive  Officer  and  the  other  four  most  highly
compensated  executive  officers  of  the  Company.

<TABLE>
<CAPTION>

                                                                    Potential Realizable Value at
                                                                   Assumed Annual Rates of Stock 
                                                                    Price Appreciation for Option 
                               Individual Grants                               Term
- -----------------------------------------------------------------  -------------------------------------
                                 % of Total Options 
                                     Granted to          Exercise 
                    Options      Employees in Fiscal      Price      Expiration      5%        10%
 Name               Granted (#)         Year             ($/Share)      Date
- ------------------  -----------  -------------------   -----------  -----------   ----------  ------------
 <S>                <C>          <C>                     <C>        <C>            <C>        <C>

C. Jeffrey Rogers    250,000(a)         30.6               3.4375    06/16/03      $292,270   $663,060 

Ronald W. Parker     250,000(a)         30.6               3.4375    06/16/03      $292,270   $663,060 

Robert L. Soria        5,000(b)          0.6               3.4375    06/16/05      $  8,206   $ 19,655 

Ward T. Olgreen       10,000(b)          1.2               3.4375    06/16/05      $ 16,413   $ 39,311 

B. Keith Clark        15,000(b)          1.8               3.4375    06/16/05      $ 24,619   $ 58,966 
                      15,000(c)          1.8               4.375     03/07/04      $ 26,716   $ 62,260 

<FN>


(a)  All of such options become exercisable on June 16, 1998.

(b)  One half of such options become exercisable on June 16, 1999 and the other
     half become exercisable on June 16, 2000.

(c)  One half of such options become exercisable on March 7, 1998 and the other
     half become exercisable on March 7, 1999.

</FN>
</TABLE>


               COMPENSATION COMMITTEE AND STOCK AWARD PLAN COMMITTEE
                         REPORT ON EXECUTIVE COMPENSATION

     The  Compensation  Committee  of  the  Board of Directors is comprised of
three  independent,  non-employee  directors.    The Compensation Committee is
responsible  for  establishing  the  level  of  compensation  of the executive
officers of the Company and administering the 1992 Stock Award Plan.  The same
three  directors  also  comprise  the  Stock  Award  Plan  Committee,  which
administers  the  1993  Stock  Award  Plan.

     In  its administration and periodic review of executive compensation, the
Compensation  Committee  believes  in  aligning the interests of the executive
officers  with  those  of the Company's shareholders.  To accomplish this, the
Compensation  Committee seeks to structure and maintain a compensation program
that  is  directly  and  materially  linked  to  operating  performance  and
enhancement  of  shareholder value.  This has been effectively accomplished in
the  past by weighting the compensation of most executive officers in favor of
equity  ownership  incentives  and  bonuses  paid on the basis of performance.

     The  Company  intends  for  all compensation paid to its executives to be
fully  deductible  under federal income tax laws.  Recently adopted changes to
the Internal Revenue Code impose certain limitations on compensation in excess
of  $1  million  per  year  paid  to  executives.   The Compensation Committee
believes  that  performance  based  bonuses  and  stock options granted to its
executive  officers  will  continue  to  be  fully  deductible.


CHIEF  EXECUTIVE  OFFICER

     The salary and bonus of C. Jeffrey Rogers, Chief Executive Officer of the
Company,  is  set  forth  in  his  Employment  Agreement, which was originally
executed  in  connection  with Mr. Rogers' joining the Company in 1990 and was
most  recently  amended in October 1997.  The agreement provides for an annual
base  salary in fiscal year 1997 of $536,065 which will be increased by 5% per
year.

     In  reviewing  Mr.  Rogers'  agreement,  as  amended,  the  Compensation
Committee  found  his  base  salary  and  bonus to be in line with the overall
leadership  he  has provided to the employees and to the franchise community. 
The  bonus  program established in Mr. Rogers' agreement is based on new store
openings,  pre-tax  net  income  growth,  and  pre-tax  operating  cash flow. 
Termination  provisions were found to be industry competitive and in line with
historical performance and expected future contributions as well as helping to
ensure  his  continued  leadership.    See  the  section  entitled  "Executive
Employment  Contracts."


EXECUTIVE  OFFICERS

     Salaries  of  the  executive officers, excluding Mr. Rogers, are reviewed
annually  and  adjusted  based  on  competitive practices, changes in level of
responsibilities  and,  in  certain  cases,  individual  performance  measured
against  goals.  The Compensation Committee strongly believes that maintaining
a  competitive  salary  structure is in the best interest of shareholders.  It
believes  the  Company's long-term success in its marketplace is best achieved
through recruitment and retention of high caliber executives who are among the
most  skilled  and  talented  in  the  industry.

     Bonus  targets  for  the  four most highly paid executive officers, other
than  the  Chief Executive Officer, are set annually.  Mr. Parker's 1997 bonus
was  based  on  individual  performance  and  targets related to the Company's
profitability,  cash flow and debt repayments. The 1997 bonuses for Mr. Soria,
Mr.  Olgreen  and  Mr.  Clark were based on individual performance and targets
related  to  profitability  of  the  Company  for  the  fiscal  year.

STOCK  OPTIONS

     The  Compensation  Committee  and Stock Award Plan Committee believe that
equity  ownership  motivates  officers  and  employees  to  provide  effective
leadership  that  contributes  to the Company's long-term financial success as
measured by appreciation in its stock price.  The Company established the 1993
Stock  Award  Plan  for  the  purpose  of  aligning  employee  and shareholder
interests.   Under these plans, stock options have been granted in fiscal year
1997  to  Mr.  Rogers  and  the  other  executive  officers,  as well as other
employees,  based  upon their relative positions and responsibilities, as well
as  historical  and  expected  contributions  to  Company  growth.


        Submitted by the Compensation Committee and Stock Award Plan Committee:

                               Don G. Navarro
                               Ramon D. Phillips
                               Steve A. Ungerman



                        EXECUTIVE EMPLOYMENT CONTRACTS

     C.  Jeffrey  Rogers  and the Company entered into an Employment Agreement
dated October 23, 1997 and effective July 1, 1997, for a term which currently 
extends through June  30,  2002.

     Under  the  agreement,  Mr. Rogers is also entitled to the following cash
bonuses,  based  on  performance:  (a)  $37,500  payable  each quarter, if the
Company's  operating results report pre-tax income growth of at least 10% more
than  the  same  quarter  in  the  preceding  year;  (b)  $75,000 payable each
semi-annual  period,  if  the  Company  opens  at least 50 new Pizza Inn units
during  such  fiscal  year;  and (c) $200,000 payable annually, if the Company
meets  targets  established  in  the agreement for pre-tax operating cash flow
(such bonus being adjustable to a maximum of $250,000 per year if such targets
are  exceeded  by  certain  amounts).

     Under  the agreement, Mr. Rogers also receives a $25,000 annual allowance
to  purchase  life  and disability insurance and a $10,000 annual allowance to
maintain  secondary  health,  dental and other insurance.  As compensation for
the  use  of  his personal automobile on Company business, Mr. Rogers receives
$1,350  per  month  as an automobile allowance, plus reimbursement of gasoline
and  maintenance  expenses.

     Ronald  W.  Parker  and  the Company entered into an Employment Agreement
dated  October 23, 1997 and effective July 1, 1997, for a term which currently
extends  through  June  30,  2002    The agreement provides for an annual base
salary  and  bonus  not  less than the current base salary and bonus with such
increases  as  the  Compensation  Committee  may  approve.


<PAGE>
     Mr. Rogers or Mr. Parker may terminate their respective agreements at any
time  within  six  months after a "change in control" of the Company occurs or
within  twelve months under certain circumstances after a change in control of
the  Company  occurs.    Change  in  control  is defined as: (a) a transfer of
substantially  all of the assets of the Company to an outside group or entity;
(b)  the acquisition by an outside group or entity of 50% or more of the stock
of  the Company or other surviving corporation; or (c) an unapproved change in
the  majority  of the Company's Board of Directors.  If the Company terminates
Mr.  Rogers'  employment  without  cause,  or  if  Mr.  Rogers  terminates his
employment  upon  a  "change  in  control,"  he will be entitled to a lump sum
payment of his base salary for the remainder of the term of the agreement plus
two  times the maximum annual bonus amounts provided in the agreement.  If the
Company  terminates  Mr.  Parker's  employment without cause, or if Mr. Parker
terminates his employment upon a "change in control," he will be entitled to a
lump  sum  payment  of three times (i) his highest annual salary over the last
three  years  plus (ii) the highest bonus and other cash compensation received
by  Mr. Parker the last three years.  Each agreement includes a noncompetition
covenant  that  would  apply  for three years after termination of employment.


                          COMPENSATION OF DIRECTORS

     A  director  who  is  an  employee  of the Company is not compensated for
service  as a member of the Board of Directors or any Committee of the Board. 
Outside  directors receive an annual fee of $17,000 plus meeting fees equal to
$1,000  per  Board  meeting  and  $250  per  Committee  meeting attended.  The
Chairman  of the Board receives an additional $6,000 annual fee for serving in
that capacity.  Mr. Navarro receives an additional $250 per month to partially
pay  for  a  health insurance policy.  Directors are also reimbursed for Board
related  expenses.

     Under  the  1993  Outside Directors Stock Award Plan each elected outside
director  is  eligible to receive, as of the first day of the Company's fiscal
year,  options  for  Common  Stock  equal  to number of shares of Common Stock
purchased  during  the  preceding  fiscal  year  or  purchases  by exercise of
previously  granted  options  during  the first ten days of the current fiscal
year.  On the first day of the first fiscal year immediately following the day
on  which  an  outside  director first becomes eligible to participate in this
plan,  that  outside  director shall receive an option to acquire one share of
Common  Stock  for  each  share of Common Stock owned by such director on this
first  day  of  the  fiscal  year.    No outside director shall be entitled to
options  for  more  than 20,000 shares per fiscal year.  Stock options granted
under  the plan have an exercise price equal to the market price of the Common
Stock  on  the  date  of grant and are first exercisable one year after grant.

     Since  the  beginning  of fiscal year 1997, stock options were granted to
outside  directors pursuant to such plan as follows: on June 26, 1995, options
for 20,000 shares (at $2.6875) to Mr. Navarro and 6,783 shares (at $2.6875) to
Mr.  Ungerman;  on  July  1, 1996, options for 20,000 shares (at $4.25) to Mr.
Clairday, 20,000 shares (at $4.25) to Mr. Navarro, and 8,500 shares (at $4.25)
to  Mr. Ungerman and; on June 27, 1997, options for 3,500 shares (at $3.75) to
Mr.  Phillips,  and  6,783  shares (at $3.75) to Mr. Ungerman and; on June 27,
1997,  options  for  3,500 shares (at $3.75) to Mr. Phillips, and 6,783 shares
(at  $3.75)  to  Mr.  Ungerman.

                            COMPENSATION COMMITTEE
                     INTERLOCKS AND INSIDER PARTICIPATION

     The  members  of  the Compensation Committee during fiscal year 1997 were
Messrs.  Navarro,  Phillips and Ungerman.  During fiscal year 1996, C. Jeffrey
Rogers  served  on  the  Board  of Directors and the Compensation Committee of
Hallmark  Financial  Services,  Inc., of which Mr. Phillips is Chief Executive
Officer  and  Chairman of the Board of Directors.  Prior to 1990, Mr. Phillips
served  as  a  director  and  officer of two predecessors of the Company.  See
"Biographies  of  Nominee  Directors  and  Continuing  Directors."


                CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Bobby  L.  Clairday  is  President  and sole shareholder of Clairday Food
Services, Inc. and is sole shareholder of Advance Food Services, Inc., both of
which  are  franchisees  of  the  Company.    Mr.  Clairday  also  holds  area
development  rights  in  his  own  name.  As franchisees, the two corporations
purchase  a  majority  of  their food and other supplies from the Company.  In
fiscal  year  1997, purchases by these franchisees made up 9% of the Company's
food  and  supply sales, and royalties, license fees and area development fees
from  Mr.  Clairday and such franchisees made up 4% of the Company's franchise
revenues.

     Ramon  D.  Phillips is a Vice President, and his sons are shareholders of
Wholesale  Software  International,  Inc., which is a franchisee operating one
Pizza  Inn  restaurant.


                     COMPLIANCE WITH SECTION 16(A) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

     Section  16(a)  of  the  Securities  Exchange  Act  of  1934 requires the
Company's  executive  officers and directors and the persons who own more than
ten percent of the Company's Common Stock to file initial reports of ownership
of  Common  Stock  and reports of changes of ownership with the Securities and
Exchange  Commission  and the National Association of Securities Dealers, Inc.
and  to  furnish  the  Company  with  copies  of  such  reports.

     The  Company  believes that, during the preceding fiscal year, all of the
Company's  executive  officers,  directors and holders of more than 10% of its
Common  Stock  complied  with  all  Section  16(a)  filing  requirements.



<PAGE>
                           STOCK PERFORMANCE GRAPH

     The  following  graph  compares  the  cumulative annual total shareholder
return  (change  in  share  price  plus  reinvestment of any dividends) on the
Company's Common Stock versus two indexes for the past five fiscal years.  The
graph  assumes  $100  was  invested on the last trading day of the fiscal year
ending  June  30,  1991.    The Company has not paid any cash dividends on its
Common  Stock during the applicable period.  The Dow Jones Equity Market Index
is  a  published  broad  equity market index.  The Dow Jones Entertainment and
Leisure  Restaurant  Index  is compiled by Dow Jones and Company, Inc., and is
comprised of seven public companies, weighted for the market capitalization of
each  company,  engaged  in  restaurant or related businesses (Boston Chicken,
Inc.,  Brinker  International,  Inc.,  Cracker Barrel Old Country Store, Inc.,
Darden  Restaurants,  Inc.,  McDonald's  Corporation,  Sysco  Corporation, and
Wendy's  International,  Inc.).

<TABLE>
<CAPTION>
                                         COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN(a)
                                     AMONG PIZZA INN, INC., THE DOW JONES EQUITY MARKET INDEX
                                              AND THE DOW JONES RESTAURANTS INDEX
                                 6/27/92     6/26/93     6/25/94     6/24/95     6/28/96     6/29/97 
<S>                              <C>         <C>         <C>         <C>         <C>          <C>    
Pizza Inn, Inc.                   100         367          450         383         567          500  

Dow Jones Equity Market Index     100         115          120         150         188          252  

Dow Jones Restaurants             100         109          117         149         178          184  

<FN>
(a)$100 Invested on 6/27/92 in stock or index -  including reinvestment of dividends
</FN>
</TABLE>


                            1993 STOCK AWARD PLAN

     The  Company's  1993 Stock Award Plan (the "Plan") became effective as of
October  13, 1993.  The purpose of the Plan is to attract and retain excellent
officers  and  employees by providing opportunities for them to participate in
increased  stock  value  which  their  efforts  help  to  produce.

     The  Plan  is  administered  by  the  Stock  Award  Plan  Committee  (the
"Committee"),  which  is  comprised  of  three  outside directors, who are not
employed by the Company and who qualify as "disinterested persons" under rules
issued  by the Securities and Exchange Commission.  All officers and employees
of  the Company (approximately 300 persons) are eligible to participate in the
Plan.    The  Committee  determines,  in  its  discretion  but  subject to the
limitations set forth in the Plan, the persons to whom awards are granted, the
number  of  shares  covered  by  awards, the exercise price of awards, and the
conditions,  if  any, imposed upon the granting of awards under the Plan.  The
Committee  issues awards under the Plan to employees in correlation with their
respective  responsibilities  to  the  Company.

     The  total  number  of  shares of the Company's Common Stock which may be
issued  to  employees under the Plan (before the proposed amendment) shall not
exceed  2,000,000.    During  any  one  Plan year, the total number of options
granted and shares issued pursuant to stock appreciation rights ("SARs") shall
not  exceed  1,000,000,  plus any unused allocations from prior years.  Awards
granted  under  the Plan which expire or terminate without being exercised may
be  regranted.

     The  exercise price for any option granted under the Plan may not be less
than the fair market value of the Company's Common Stock on the date of grant.
 For all awards under the Plan, the minimum vesting period is six months after
grant  and  the  maximum exercise period is five years after vesting.  Payment
for  shares  purchased  pursuant  to  an  option  must  be made at the time of
exercise  in cash or other payment method approved by the Committee.  The Plan
terminates  on  October  13,  2003  and  no  awards may be granted thereafter.

     Awards  granted  pursuant to the Plan may not be transferred and may only
be  exercised  by the participant, or, in the event of his death, by his heirs
or estate.  Upon the death (or permanent disability) of a participant while he
is employed by the Company, any outstanding unvested award becomes immediately
vested  and  the  award may be exercised by the participant's heirs, estate or
guardian within one year following the participant's death (or commencement of
such  disability),  after  which  any  unexercised  award  terminates.  If the
employment  of  a  participant  terminates  for any reason other than death or
disability, he may exercise any vested award within 21 days after termination,
after  which  period  any  unexercised  award  terminates.   In the event of a
"change  of  control"  of the Company, as defined in the Plan, all outstanding
awards  will  become  immediately  vested  and  exercisable.

     The Plan authorizes the Committee to grant "Incentive Options," which are
intended to permit the participant to defer resulting federal income taxes, as
well  as "Standard Options" which do not have such tax benefit.  The Plan also
authorizes the Committee to grant SARs either independent of, or in connection
with,  options.    Upon  exercise  of  either  form of option, the participant
purchases  shares  of  Common Stock.  Upon exercise of an SAR, the participant
receives, for each share with respect to which the SAR is exercised, an amount
equal  to  the difference between the fair market value of the Common Stock on
the  date  of  the  award and the fair market value of the Common Stock on the
date  of exercise.  Payment of an SAR benefit may be, at the discretion of the
Committee,  in  the form of cash, a note, or Common Stock of equivalent value.

     The  Committee may amend or terminate the Plan, including modification or
waiver  of  terms  as  they  apply  to  individual  participants.  Shareholder
approval  is  required  for any amendment which would:  increase the aggregate
number  of shares of Common Stock issuable under the Plan; materially increase
the  benefits  accruing to participants in the Plan; or modify the eligibility
requirements  for,  or  decrease  the minimum exercise price of, any Incentive
Options.    No  amendment  or termination of the Plan may adversely affect the
rights of any participant under any then outstanding award without the consent
of  the  participant.   The Plan provides for automatic adjustments to prevent
dilution  or  enlargement  of the participant's rights in the event of a stock
split,  stock  dividend  or  similar  transaction.

FEDERAL  INCOME  TAX  CONSEQUENCES  UNDER  THE  PLAN

     Under  the  Internal  Revenue Code (the "Code"), the holder of a Standard
Option  will realize no taxable income upon the receipt of the option but will
realize  compensation  upon  the  exercise of such option, taxable as ordinary
income  to  the  extent  that  the  fair  market value on the date of exercise
exceeds  the option price.  The Company is entitled to a deduction from income
in  an  equal  amount  at  the time the optionee realizes such income.  Upon a
resale  of  shares  acquired pursuant to exercise of an option, any difference
between  the sale price and the fair market value of the shares on the date of
exercise  will  be  treated  as  capital  gain  or  loss.

     Incentive  Options  are  intended  to  qualify as incentive stock options
under  Section  422 of the Code.  Generally, the optionee is not taxed and the
Company  is  not  entitled  to  a  deduction  on  the  grant or exercise of an
Incentive  Option.   However, if the optionee disposes of the Option shares at
any time within (i) one year after the transfer of such shares to the optionee
pursuant to the exercise of such Incentive Option, or (ii) two years after the
grant  of  such  Incentive  Option,  then the optionee will recognize ordinary
income  equal to the excess, if any, of the lesser of the amount realized from
such  disposition or the fair market value of the shares on the exercise date,
over  the  exercise  price  of  such Incentive Option (with any remaining gain
being  taxed as a capital gain).  In such event, the Company will generally be
entitled  to  a  deduction in an amount equal to the amount of ordinary income
recognized  by  the  optionee.   If the optionee disposes of the option shares
outside  of the above described time limits, then capital gain or loss will be
recognized in an amount equal to the difference between the amount realized on
the  disposition  and the exercise price.  The Company will not be entitled to
any  deduction in this event.  Finally, any excess of the fair market value of
the  stock  on  the  date  the  Incentive  Option is exercised over the option
exercise  price  will  be  included  in  the  calculation  of  the  optionee's
alternative  minimum  taxable  income,  which  may subject the optionee to the
alternative  minimum  tax.

NEW  PLAN  BENEFITS

     In  June  1997,  the  Stock  Award  Plan  Committee granted certain stock
options subject to shareholder approval of the proposed amendment to the Plan,
increasing  by  500,000  shares  the total number of shares issuable under the
Plan.    The  following  table sets forth the dollar value and number of stock
options which were granted, subject to shareholder approval of such amendment,
to  each  of  the named executive officers, all executive officers as a group,
and  all  other  participating  employees  (excluding executive officers) as a
group.    Outside  directors,  who  are  not employees of the Company, are not
eligible  to  receive  stock  options  under  this  Plan.


<TABLE>
<CAPTION>

Name
(and Position)                  Dollar Value ($)(a)            Number of Units
- -------------------------------------------------------------------------------   

<S>                             <C>                            <C>                
C. Jeffrey Rogers (b)           $                0                          0
(Chief Executive
  Officer)

Ronald W. Parker (c)            $          343,625                    250,000
(Chief Operating
  Officer)

Robert L. Soria (c)             $            6,873                      5,000
(Vice President of Restaurant
  Development)

Ward T. Olgreen (c)             $           13,745                     10,000
(Vice President of
 International Operations
    and R&D)

B. Keith Clark (c)              $           20,618                     15,000
(General Counsel)

All Executive
Officers                        $          454,272                    330,500

All Other
Employees
(37 persons)                    $          237,101                    169,500
<FN>

     (a)        Based on the difference between the  exercise price of $3.4375
per  share  and the closing bid price of the Common Stock of $4.8125 per share
on  October  1,  1997.

     (b)      In June 1997, Mr. Rogers was granted stock options which are not
subject  to  the proposed amendment to the Plan.  See the table above entitled
"Option  Grants  in  Last  Fiscal  Year."

     (c)          Terms  of  the options granted to Mr. Parker, Mr. Soria, Mr.
Olgreen and Mr. Clark are set forth in the table above entitled "Option Grants
in  the  Last  Fiscal  Year."

</FN>
</TABLE>

                    AMENDMENT TO THE 1993 STOCK AWARD PLAN
                   INCREASING THE NUMBER OF SHARES ISSUABLE
                               UNDER SUCH PLAN

     In  June  1997,  the  Stock  Award Plan Committee adopted, subject to the
approval  of  the  Company's  shareholders, an amendment to the Company's 1993
Stock  Award  Plan (the "Plan"), increasing by 500,000 shares the total number
of shares of Common Stock which may be issued under the Plan.  See "1993 Stock
Award  Plan  - New Plan Benefits".  After giving effect to such amendment, the
total  number  of  shares  issuable  under  the  Plan  will  be  3,000,000.

     As  of  June  1,  1997,  there were only 313,500 shares available for the
grant  of  options  under  the  Plan,  as currently constituted.  The Board of
Directors  believes  that  the  amendment  will  enable  the  Company  and its
shareholders,  through  future  grants of stock options, to continue to secure
the benefits of the incentives inherent in stock ownership by its officers and
employees.    For  additional  information regarding the Plan, see the section
entitled  "1993  Stock  Award  Plan."


THE  BOARD  OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS APPROVE THE AMENDMENT TO
THE  PLAN.


                             INDEPENDENT AUDITORS

     The  Audit  Committee  has  selected  Price  Waterhouse, certified public
accountants, as the independent auditors of the Company for fiscal year 1998. 
A  representative  of  Price Waterhouse will be present at the Annual Meeting,
will  be  available  to  respond  to  appropriate  questions, and will have an
opportunity  to  make  a  statement.


                            SHAREHOLDER PROPOSALS

     A  shareholder  wishing  to  present  a proposal at the Annual Meeting of
Shareholders  tentatively  scheduled for December 1998 must deliver his or her
proposal  to  the  Company  at  its  principal executive offices no later than
August  2, 1998, in such form as required under rules issued by the Securities
and  Exchange  Commission, in order to have it included in the proxy materials
of  the  Company  for  such  Annual  Meeting  of  Shareholders.


<PAGE>
                                MISCELLANEOUS

     The  accompanying  proxy  is  being  solicited  on behalf of the Board of
Directors  of the Company.  The expense of preparing, printing and mailing the
proxy  and  the material used in the solicitation thereof will be borne by the
Company.    In  addition  to the use of the mails, proxies may be solicited by
directors,  officers  and  employees  of  the  Company  by personal interview,
telephone or telefax.  Arrangements may also be made with brokerage houses and
other  custodians, nominees and fiduciaries for the forwarding of solicitation
materials  to  the  beneficial owners of stock held of record by such persons,
and  the  Company  may reimburse them for reasonable out-of-pocket expenses of
such  solicitation.

     A  COPY  OF  THE COMPANY'S ANNUAL REPORT ON FORM 10-K EXCLUDING EXHIBITS,
DATED  SEPTEMBER  26, 1997, IS BEING FURNISHED TO SHAREHOLDERS WITH THIS PROXY
STATEMENT.  COPIES OF SUCH EXHIBITS WILL BE FURNISHED UPON WRITTEN REQUEST AND
UPON  REIMBURSEMENT  OF  THE COMPANY'S REASONABLE EXPENSES FOR FURNISHING SUCH
EXHIBITS.  REQUESTS SHOULD BE ADDRESSED TO PIZZA INN, INC., 5050 QUORUM DRIVE,
SUITE  500,  DALLAS,  TEXAS    75240,  ATTENTION:    CORPORATE
SECRETARY. 









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