SecProbe.io

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Mail Stop 03-08

								March 10, 2005

By Facsimile and U.S. Mail

Mr. Shawn M. Preator
Chief Financial Officer
Pizza Inn, Inc.
3551 Plano Parkway
The Colony, Texas 75056

	RE:	Form 10-K for the fiscal year ended June 27, 2004
		File Date: September 24, 2004
		File No. 0-12919

Forms 10-Q for the periods ended September 26 and December 26,
2004

Dear Mr. Preator:

	We have reviewed the responses in your letter dated February
24,
2005 and upon reviewing those responses issue the following
additional comments.

	We welcome any questions you may have about our comments or
on
any other aspect of our review.  Feel free to call us at the
telephone numbers listed at the end of this letter.

Form 10-K for the Fiscal Year Ended June 27, 2004

Financial Statements

Consolidated Balance Sheets
1. We read your response to our previously issued comment number
six.
We do not believe your classification of the receivable due from
Mr.
Clairday is appropriate.  Taking into account the age of this
receivable and lack of significant collections or offsets in the
recent past, with the exception of the anticipated offset of the
$21,000 of his annual board fees, it appears the balance of the
receivable should be classified as a non-current asset.  We would
not
object to you reclassifying the receivable to a non-current asset
in
your next interim filing.  If you disagree or have further
evidence
that supports your current classification please advise, otherwise
confirm to us that you will reclass the receivable to non-current
in
your next interim filing.

Form 10-Q for the Quarter Ended December 26, 2004

Notes to Consolidated Financial Statements

General
2. We note from your response to our previously issued comment
number
12 that you receive vendor rebates and that you record these
rebates
as other income.  Please advise us as to why your classification
is
appropriate and consistent with EITF 02-16.  Under EITF 02-16,
vendor
rebates are typically reflected as a reduction of inventory until
the
inventory is sold at which time the impact of the rebate is
reflected
as a reduction of cost of sales. Please tell us, and disclose in
future filings, the specific nature and timing of allowances and
credits you receive from vendors as well as your accounting policy
for each type of consideration.  Please also revise your MD&A to
discuss the changes in these payments between periods and how they
impacted the related statement of earnings line items, if
material.

Item 2.  Management`s Discussion and Analysis of Financial
Condition
and Results of Operations

Results of Operations

3. We read your response to our previously issued comment number
11.
We do not believe you have addressed our comment in its entirety,
primarily related to describing the specific nature and amount of
factors leading to the adverse changes in your gross margin over
the
past several quarters.  We understand that predicting future
trends
may be difficult; however, we assume that management has the
ability
to analyze historical results and determine the primary factors
causing fluctuations in margins.  Please advise.
4. We read your response to our previously issued number 12.  With
the exception of vendor rebates (see comment 2 above), we do not
object to your request to reclassify "Other Income" amounts
currently
recorded within revenues in future filings beginning with your
Form
10-Q for the period ended March 27, 2005.

*******

As appropriate, please respond to these comments within 10
business
days or tell us when you will provide us with a response.  Please
furnish a letter that keys your responses to our comments and
provides any requested supplemental information.  Detailed
response
letters greatly facilitate our review.  Please file your response
letter on EDGAR.  Please understand that we may have additional
comments after reviewing your responses to our comments.

If you have any questions regarding these comments, please direct
them to Staff Accountant David DiGiacomo at (202) 824-5493.  Any
other questions may be directed to me at (202) 942-2905.

Sincerely,

                George F. Ohsiek, Jr.
    Branch Chief

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Mr. Shawn M. Preator
Chief Financial Officer
Pizza Inn, Inc.
March 10, 2005
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