United States
                       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 31, 2004

                                       Or

    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: 0-11104


                               NOBLE ROMAN'S, INC.
             (Exact name of registrant as specified in its charter)

          Indiana                                           35-1281154
(State or other jurisdiction                             (I.R.S. Employer
       of organization)                                 Identification No.)

     One Virginia Avenue, Suite 800
           Indianapolis, Indiana                               46204
(Address of principal executive offices)                     (Zip Code)

                                 (317) 634-3377
              (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 for 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 is an accelerated filer (as
defined by Rule 126-2 of the Exchange Act).
                               Yes      No  X
                                   ---     ---

As of May 10, 2004 there were 16,277,827 shares of common stock outstanding.

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements

         The following condensed consolidated financial statements are included
         herein:

                  Condensed consolidated balance sheets as of
                       December 31, 2003 and March 31, 2004              Page 3

                  Condensed consolidated statements of operations
                       for the three months ended March 31, 2003
                        and 2004                                         Page 4

                  Condensed consolidated statements of cash flows
                       for the three months ended March 31, 2003
                       and 2004                                          Page 5

                  Notes to condensed consolidated financial statements   Page 6





                                       2
<PAGE>

                      Noble Roman's, Inc. and Subsidiaries
                      Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                                                           (Audited)      (Unaudited)
                                                                          December 31,      March 31,
                                                                              2003            2004
                                                                          ------------    ------------
<S>                                                                       <C>             <C>
                                      Assets
                                      ------
Current assets:
     Cash                                                                 $    237,445    $    157,400
     Accounts and notes receivable (net of allowances)                         711,385         790,706
     Inventories                                                               157,192         165,025
     Prepaid expenses                                                          439,901         478,455
     Current portion of long-term notes receivable                             147,923         150,902
     Deferred tax asset - current portion                                    2,250,000       2,250,000
                                                                          ------------    ------------
          Total current assets                                               3,943,847       3,992,488
                                                                          ------------    ------------

Property and equipment:
     Equipment                                                                 988,980       1,073,881
     Leasehold improvements                                                     86,229          86,229
                                                                          ------------    ------------
                                                                             1,075,209       1,160,110
     Less accumulated depreciation and amortization                            441,239         457,473
                                                                          ------------    ------------
          Net property and equipment                                           633,970         702,638
                                                                          ------------    ------------
Deferred tax asset (net of current portion)                                  7,799,340       7,630,445
Other assets                                                                 1,907,133       1,955,756
                                                                          ------------    ------------
               Total assets                                               $ 14,284,289    $ 14,281,327
                                                                          ============    ============

                       Liabilities and Stockholders' Equity
                       ------------------------------------
Current liabilities:
     Accounts payable and accrued expenses                                $  1,057,564    $    826,749
     Note payable to officer                                                    65,840          65,840
     Current portion of long-term notes payable                                600,000              --
                                                                          ------------    ------------
          Total current liabilities                                          1,723,404         892,589
                                                                          ------------    ------------

Long-term obligations:
     Notes payable net of current portion                                    7,200,000       7,700,000
     Subordinated debentures                                                 2,040,000       2,040,000
     Participating income notes                                                859,060         859,060
                                                                          ------------    ------------
          Total long-term liabilities                                       10,099,060      10,599,060
                                                                          ------------    ------------

Stockholders' equity:
     Common stock (25,000,000 shares authorized, 16,277,827 outstanding
          as of December 31, 2003 and March 31, 2004)                       17,789,452      17,789,452
     Preferred stock (5,000,000 shares authorized)                           4,929,274       4,929,274
     Accumulated deficit                                                   (20,256,901)    (19,929,048)
                                                                          ------------    ------------
          Total stockholders' equity                                         2,461,825       2,789,678
                                                                          ------------    ------------
               Total liabilities and stockholders' equity                 $ 14,284,289    $ 14,281,327
                                                                          ============    ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.

                                       3
<PAGE>

                      Noble Roman's, Inc. and Subsidiaries
                 Condensed Consolidated Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                  Three Months Ended
                                                                       March 31,
                                                               -------------------------
                                                                  2003          2004
                                                               -----------   -----------
<S>                                                            <C>           <C>
Revenue:
      Royalties and fees                                       $ 1,530,683   $ 1,696,561
      Administrative fees and other                                 39,335        52,941
      Restaurant revenue                                           200,762       193,826
                                                               -----------   -----------
           Total revenue                                         1,770,780     1,943,328

Operating expenses:
     Salaries and wages                                            262,082       275,096
     Trade show expense                                             78,607       124,587
     Travel expense                                                 46,951        64,667
     Other operating expenses                                      185,019       179,095
     Restaurant expenses                                           198,164       186,195
Depreciation and amortization                                       16,232        16,233
General and administrative                                         311,714       355,341
                                                               -----------   -----------
          Operating income                                         672,011       742,115

Interest and other expense                                         260,628       245,366
                                                               -----------   -----------
          Income before income tax                                 411,383       496,749

Income tax                                                         139,870       168,895
                                                               -----------   -----------
          Net income                                           $   271,513   $   327,854
                                                               ===========   ===========

Basic earnings per share:
     Net income                                                $       .02   $       .02
                                                               ===========   ===========

Basic weighted average number of common shares outstanding      16,166,158    16,277,824

Diluted earnings per share:
     Net income                                                $       .02   $       .02
                                                               ===========   ===========

Diluted weighted average number of common shares outstanding    17,069,783    17,309,176
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>

                      Noble Roman's, Inc. and Subsidiaries
                      Consolidated Statement of Cash Flows
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                Three Months Ended
                                                                                     March 31,
                                                                              ----------------------
OPERATING ACTIVITIES                                                             2003         2004
--------------------                                                          ---------    ---------
<S>                                                                           <C>          <C>
   Net income                                                                 $ 271,513    $ 327,854
   Adjustments to reconcile net income to net cash provided
        by operating activities:
        Depreciation and amortization                                            68,526       41,054
        Deferred federal income taxes                                           139,870      168,895
        Changes in operating assets and liabilities (increase) decrease in:
             Accounts receivable                                                 99,806      (79,321)
             Inventories                                                           (213)      (7,833)
             Prepaid expenses                                                   (22,149)     (38,554)
             Other assets                                                      (325,393)         102
            Accounts payable                                                    (72,610)     (75,048)
                                                                              ---------    ---------
        NET CASH PROVIDED BY OPERATING ACTIVITIES                               159,349      337,150
                                                                              ---------    ---------

INVESTING ACTIVITIES
   Purchase of property and equipment                                            (3,572)     (17,052)
                                                                              ---------    ---------
        NET CASH USED IN INVESTING ACTIVITIES                                    (3,572)     (17,052)
                                                                              ---------    ---------

FINANCING ACTIVITIES
   Payments received on long-term notes receivable                                   --       35,883
   Payment of obligations from discontinued operations                         (143,876)    (336,026)
   Payment of principal on outstanding debt                                          --     (100,000)
                                                                              ---------    ---------
        NET CASH USED BY FINANCING ACTIVITIES                                  (143,876)    (400,143)
                                                                              ---------    ---------

INCREASE (DECREASE) IN CASH                                                      11,901      (80,045)

        Cash at beginning of period                                              13,180      237,445
                                                                              ---------    ---------

        Cash at end of period                                                 $  25,081    $ 157,400
                                                                              =========    =========
</TABLE>
Supplemental schedule of non-cash investing and financing activities

    None.

See accompanying notes to condensed consolidated financial statements.

                                       5
<PAGE>

Notes to Condensed Consolidated Financial Statements
----------------------------------------------------

The interim condensed consolidated financial statements, included herein, are
unaudited, but reflect all adjustments which are, in the opinion of management,
necessary for a fair statement of the results of operations for the interim
periods presented and the balance sheets for the dates indicated, which
adjustments are of a normal recurring nature. The results for the quarter ended
March 31, 2004 are not necessarily indicative of the results to be expected for
the full year ending December 31, 2004.

The Company has an outstanding note payable originally made in favor of a bank
with an unpaid balance of $7,700,000. By the terms of the note it bears interest
of 8.75% per annum payable monthly in arrears. Summitbridge National
Investments, LLC reported that it had purchased this note in October 2003, as
well as convertible preferred stock of the Company with an aggregate liquidation
preference of $4,929,275 (convertible to 1,643,092 shares of common stock of the
Company), 3,214,748 shares of common stock and a warrant to purchase 385,000
shares of common stock at an exercise price of $.01 per share. The preferred
stock, common stock and warrant were issued to the bank lender in conjunction
with various financing transactions. Under the Indiana Control Share Acquisition
Law, Summitbridge currently has no voting rights with respect to the shares it
acquired. The Company also has advised Summitbridge of the Company's position
that the Indiana Business Combination Law prohibits Summitbridge from engaging
in certain transactions with the Company until the fifth anniversary of the
acquisition, including receipt of payment in respect of the debt obligation and
receipt of common stock issuable upon conversion of the convertible preferred
stock. The Company also believes that the warrants have expired and no longer
are exercisable.

The Company has filed a Complaint For Declaratory Judgment, Money Damages and
Jury Trial in the Marion Superior Court Civil Division against Summitbridge. To
date, Summitbridge has not formally responded to the Complaint, however,
Summitbridge informally has advised the Company that it disagrees with the
Company's position as to the applicability of the Indiana Business Combination
Law. The Company intends to vigorously prosecute its claims against
Summitbridge.

Based on the Company's 2001, 2002, 2003 and first quarter of 2004 operating
results, its business plan, the number of franchise units now open, the backlog
of units sold to be opened in the future and the backlog of franchise prospects
now in ongoing discussions and negotiations, management has determined that it
is more likely than not that the Company's deferred tax credits will be fully
utilized before the tax credits expire, the majority of which expire between
2012 and 2016. Therefore, no valuation allowance was established for its
deferred tax asset. If unanticipated events should occur in the future, the
realization of all or some portion of the Company's deferred tax asset could be
jeopardized. The Company will continue to evaluate the need for a valuation
allowance on a quarterly basis.

                                       6
<PAGE>

ITEM 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

Noble Roman's, Inc. and Subsidiaries

Results of Operations - Three-month periods ended March 31, 2003 and 2004


Introduction
------------

The Company's strategic direction is to grow its business by franchising
primarily in non-traditional locations.

The Company recently took its cold sub sandwich menu items, improved them and
expanded the offerings into a separate concept named Tuscano's Italian Style
Subs. Tuscano's was designed to be comfortably familiar from a customer's
perspective, but with many distinctive features that include an Italian-themed
menu. The franchise fee and ongoing royalty for a Tuscano's is identical to that
charged for a Noble Roman's Pizza franchise. To date, franchisees have opened
two Tuscano's locations in Virginia, and the Company has awarded four additional
Tuscano's franchise agreements for Illinois, Georgia, Virginia and Mississippi
with ongoing discussions for several more agreements in the coming weeks.
Additionally, the Company plans on adding Tuscano's to its corporate test unit
during May 2004. For the most part, the Company expects to award Tuscano's
franchises for the same facilities as Noble Roman's Pizza franchises, although
Tuscano's franchises are also available for locations that do not have a Noble
Roman's Pizza.

The Company continues its focus of awarding franchise agreements for both Noble
Roman's Pizza and Tuscano's Italian Style Subs in non-traditional venues such as
hospitals, military bases, universities, convenience stores, attractions,
entertainment facilities, casinos, airports, travel plazas, office complexes and
hotels. Noble Roman's has sold franchises in 44 states from coast-to-coast
within the United States. In addition, it has sold franchise agreements for
military bases in Puerto Rico, Guam and Italy, and for entertainment facilities
and convenience stores in Canada.

Both franchising concepts were designed to capitalize on the rapid growth of
non-traditional locations for quick service restaurants and to be simple to
operate, requiring a modest investment, with minimal staffing requirements while
serving great tasting menu items. The concepts were designed to also be
convenient and quick for its customers. Based on the Company's experience, we
believe that franchising for non-traditional locations offers many opportunities
for growth for the foreseeable future.

Based on the Company's 2001, 2002 and 2003 operating results, its business plan,
the number of franchise units now open, the backlog of units sold to be opened,
the backlog of franchise prospects now in ongoing discussions and negotiations,
the Company's trends and the results of its operations thus far in 2004,
management has determined that it is more likely than not that the Company's
deferred tax credits will be fully utilized before the tax credits expire.
Therefore, no valuation allowance was established for its deferred tax asset.
However, there can be no assurance that the franchising growth will continue in
the future. If unanticipated events should occur in the future, the realization
of all or some portion of the Company's deferred tax asset could be jeopardized.


                                       7
<PAGE>

The Company will continue to evaluate the need for a valuation allowance on a
quarterly basis in the future.

The following table sets forth the percentage relationship to total revenue of
the listed items included in Noble Roman's condensed consolidated statements of
operations for the three-month periods ended March 31, 2003 and for March 31,
2004, respectively.

            Consolidated Statement of Operations
            Noble Roman's, Inc. and Subsidiaries

                                      Three Months Ended
                                           March 31,
                                       -----------------
                                        2003       2004
                                       ------     ------
Revenue:
     Royalties and fees                 86.5%      87.3%
     Administrative fees and other       2.2        2.7
     Restaurant revenue                 11.3       10.0
                                       -----      -----
          Total revenue                100.0      100.0

Operating expenses:
     Salaries and wages                 14.8       14.2
     Trade show expenses                 4.4        6.4
     Travel expense                      2.7        3.3
     Other operating expenses           10.4        9.2
     Restaurant expenses                11.2        9.6
Depreciation and amortization             .9         .8
General and administrative              17.6       18.3
                                       -----      -----
     Operating income                   38.0       38.2

Interest                                14.7       12.6
                                       -----      -----

     Income before income tax           23.2       25.6
Income tax                               7.9        8.7
                                       -----      -----
          Net income                    15.4%      16.9%
                                       =====      =====


2004 Compared wth 2003
----------------------

Total revenue increased from approximately $1.77 million for the three-month
period ended March 31, 2003 to $1.94 million for the three-month period ended
March 31, 2004. This was an increase of approximately 9.7%. The primary reason
for this increase was the increase in royalties and fees as a result of the
continued growth in the number of franchise locations.

Salaries and wages decreased from 14.8% of revenue for the three-month period
ended March 31, 2003 to 14.2% of revenue for the three-month period ended March
31, 2004. This decrease was primarily the result of the growth in the number of
franchised locations while utilizing approximately the same operational
structure. This trend should continue as the Company continues to sell more
franchises.

                                       8
<PAGE>

Trade show expense increased from 4.4% of revenue for the three-month period
ended March 31, 2003 to 6.4% of revenue for the three-month period ended March
31, 2004. This increase was primarily the result of scheduling more national
trade shows to attract franchisees from additional venues to further diversify
the Company's target market.

Travel expense increased from 2.7% of revenue for the three-month period ended
March 31, 2003 to 3.3% of revenue for the three-month period ended March 31,
2004. This increase was primarily the result of more national growth further
from the Company headquarters which requires greater travel. This trend should
reverse as more franchises open in those markets allowing for better utilization
of personnel.

Other operating expenses decreased from 10.4% of revenue for the three-month
period ended March 31, 2003 to 9.2% of revenue for the three-month period ended
March 31, 2004. This decrease was the result of the continued growth of revenue
by the increased number of locations while utilizing essentially the same
operating structure.

Restaurant expenses decreased from 11.2% of revenue for the three-month period
ended March 31, 2003 to 9.6% of revenue for the three-month period ended March
31, 2004. This decrease was primarily the result of the increase in revenue from
growth in franchising while maintaining the same operating restaurants.

General and administrative expense increased from 17.6% of revenue for the
three-month period ended March 31, 2003 to 18.3% of revenue for the three-month
period ended March 31, 2004. This increase was primarily the result of preparing
for additional expansion. The Company maintained essentially the same general
and administrative expense for the past three years. The Company expects that
the general and administrative expense will trend downward as a percent of
revenue as a result of additional growth in the future.

Interest and other expense decreased from 14.7 % of revenue for the three-month
period ended March 31, 2003 to 12.6% of revenue for the three-month period ended
March 31, 2004. This decrease was primarily the result of repaying the majority
of the Participating Income Notes in late 2003 by issuing new Subordinated
Debentures at more attractive interest rates, and as a result of the growth in
revenue without additional borrowing. This trend should continue as the Company
continues to grow its revenue by additional franchising.

Net income increased from approximately $272 thousand for the three-month period
ended March 31, 2003 to approximately $328 thousand for the three-month period
ended March 31, 2004. This was approximately a 20.75% increase. The increase was
a result of the continued growth in revenues from franchising by utilizing
approximately the same operating and administrative structure. This trend should
continue as the Company continues to grow by additional franchising.

Liquidity and Capital Resources
-------------------------------

The Company's strategic direction is to grow its business by franchising
primarily in non-traditional locations. This strategy does not require
significant growth in capital.

                                       9
<PAGE>

As a result of the Company's strategy, cash flow generated from operations, the
Company's current rate of growth by franchising plus the anticipated growth, the
Company believes it will have sufficient cash flow to meet its obligations and
to carry out its current business plan.

The Company has an outstanding note payable originally made in favor of a bank
with an unpaid balance of $7,700,000. By the terms of the note it bears interest
of 8.75% per annum payable monthly in arrears. Summitbridge National
Investments, LLC reported that it had purchased this note in October 2003, as
well as convertible preferred stock of the Company with an aggregate liquidation
preference of $4,929,275 (convertible to 1,643,092 shares of common stock of the
Company), 3,214,748 shares of common stock and a warrant to purchase 385,000
shares of common stock at an exercise price of $.01 per share. The preferred
stock, common stock and warrant were issued to the bank lender in conjunction
with various financing transactions. Under the Indiana Control Share Acquisition
Law, Summitbridge currently has no voting rights with respect to the shares it
acquired. The Company also has advised Summitbridge of the Company's position
that the Indiana Business Combination Law prohibits Summitbridge from engaging
in certain transactions with the Company until the fifth anniversary of the
acquisition, including receipt of payment in respect of the debt obligation and
receipt of common stock issuable upon conversion of the convertible preferred
stock. The Company also believes that the warrants have expired and no longer
are exercisable.

The Company has filed a Complaint For Declaratory Judgment, Money Damages and
Jury Trial in the Marion Superior Court Civil Division against Summitbridge. To
date, Summitbridge has not formally responded to the Complaint, however,
Summitbridge informally has advised the Company that it disagrees with the
Company's position as to the applicability of the Indiana Business Combination
Law. The Company intends to vigorously prosecute its claims against
Summitbridge.

The statements contained in Management's Discussion and Analysis concerning the
Company's future revenues, profitability, financial resources, market demand and
product development are 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. The Company's actual results in the future may differ
materially from those projected in the forward-looking statements due to risks
and uncertainties that exist including, but not limited to, competitive factors
and pricing pressures, shifts in market demand, general economic conditions and
other factors, including (but not limited to) changes in demand for the
Company's products or franchises, the impact of competitors' actions, changes in
prices or supplies of food ingredients and labor and disputes regarding the
Company's obligations under certain financing agreements. 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.

ITEM 3.  Quantitative and Qualitative Disclosures About Market Risk

The Company presently does not use any derivative financial instruments to hedge
its exposure to adverse fluctuations in interest rates, foreign exchange rates,
fluctuations in commodity prices or other market risks, nor does the Company
invest in speculative financial instruments. Borrowings with the bank bear
interest at 8.75%.

                                       10
<PAGE>

Due to the nature of the Company's borrowings, it has concluded that there is no
material market risk exposure and, therefore, no quantitative tabular
disclosures are required.

ITEM 4.  Controls and Procedures

Based on his evaluation as of the end of the period covered by this report, Paul
W. Mobley, the Company's Chief Executive Officer and Chief Financial Officer,
has concluded that the Company's disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended) are effective. There have been no changes in internal controls over
financial reporting during the period covered by this report that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.


                           PART II - OTHER INFORMATION

ITEM 1.   Legal Proceedings.

         The Company is involved in various litigation relating to claims
         arising out of its normal business operations and relating to
         restaurant facilities closed in 1997 and 2000. As described under "MD&A
         - Liquidity and Capital Resources", the Company is involved in
         litigation involving a dispute regarding its obligations under certain
         financing agreements. The Company believes that none of its current
         proceedings, individually or in the aggregate, will have a material
         adverse effect upon the Company beyond the amount reserved in its
         financial statements.

ITEM 6.   Exhibits and Reports on Form 8-K.

         (a)  Exhibits:  See Exhibit Index appearing on page 12.




                                       11
<PAGE>

                                Index to Exhibits

Exhibit
-------

31.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
     1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
     1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
     1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
     1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002











                                       12
<PAGE>

                                   SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.




                                           NOBLE ROMAN'S, INC.



Date: May 12, 2004                         /s/  Paul W. Mobley
                                           -------------------------------------
                                           Paul W. Mobley, Chairman of the Board







                                       13