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 SEPTEMBER 30, 1997

                                      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
                                -----              -----

As of December 8, 1997, there were 4,131,324 shares of Common Stock, no par
value, outstanding.

                                    Page 1
<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, 1996 and September 30, 1997                Page 3

          Condensed consolidated statements of operations for
               the nine and three months ended September 30,
               1996 and 1997                                           Page 4

          Condensed consolidated statements of cash flows for
               the nine months ended September 30, 1996 and 1997
                                                                       Page 5

          Notes to condensed consolidated financial statements         Page 6


        The interim condensed consolidated financial statements included
herein reflect all adjustments which are, in the opinion of management,
necessary for a fair statement of the results for the interim periods
presented, which adjustments are of a normal recurring nature.

        This report contains forward-looking statements which are inherently
subject to risks and uncertainties.  Noble Roman's actual results could differ
materially from those currently anticipated due to a number of factors,
including Noble Roman's ability to improve operating results and trends at its
full service restaurants, competition in the markets for its full service
restaurants and Express franchises, increases in costs, availability of labor
and its ability to manage growth of its Express franchise business.













                                    Page 2
<PAGE>

                     Noble Roman's, Inc. and Subsidiaries
                    Condensed Consolidated Balance Sheets
<TABLE>
<CAPTION>
                                                                                                      (Unaudited)
                                                                                  December 31,       September 30,
                                                                                      1996               1997
                                                                                  ------------       -------------
                                 Assets
                                 ------
 <S>                                                                             <C>                 <C>
 Current assets:
     Cash                                                                        $      74,502       $      60,925
     Accounts receivable                                                               947,924             552,576
     Inventories                                                                       947,644             821,760
     Prepaid expenses                                                                  363,074             339,475
                                                                                 -------------       -------------
          Total current assets                                                       2,333,144           1,774,736

 Property and equipment, less accumulated depreciation and
     amortization of $4,372,980 and $3,189,601
                                                                                     9,475,794           6,819,609
 Deferred tax asset                                                                          -           2,560,436
 Costs in excess of assets acquired, net                                             6,464,678           6,269,693
 Other assets                                                                        1,177,069             999,941
                                                                                 -------------       -------------
                                                                                 $  19,450,685       $  18,424,415
                                                                                 -------------       -------------

                  Liabilities and Stockholders' Equity
 Current liabilities:
     Accounts payable and accrued expenses                                       $   4,190,896       $   4,384,277
     Notes payable - current                                                        14,251,373          16,816,140
     Deferred franchise fees                                                                 -              65,000
     Payroll and sales tax                                                             141,945           1,307,000
                                                                                 -------------       -------------
          Total current liabilities                                                 18,584,214          22,572,417

 Long-term liabilities:
     Notes payable - less current portion                                               41,540              32,148
     Capital leases                                                                     33,646              11,805
                                                                                 -------------       -------------
          Total long-term liabilities                                                   75,186              43,953

 Stockholders' equity
     Common stock, no par value, authorized 9,000,000 shares,
         issued 4,131,324 and 4,131,324                                              5,518,431           5,518,431
     Retained earnings (deficit)                                                    (4,727,146)         (9,710,386)
                                                                                 -------------       -------------
          Total stockholders' equity (deficit)                                         791,285          (4,191,955)
                                                                                 -------------       -------------
                                                                                 $  19,450,685       $  18,424,415
                                                                                 -------------       -------------
</TABLE>

See accompanying note to condensed consolidated financial statements.

                                    Page 3
<PAGE>

                     Noble Roman's, Inc. and Subsidiaries
               Condensed Consolidated Statements of Operations
                                 (Unaudited)
<TABLE>
<CAPTION>
                                                              Nine Months Ended                 Three Months Ended
                                                                September 30,                      September 30,
                                                            ---------------------             ----------------------
                                                            1996             1997             1996              1997
                                                            ----             ----             ----              ----
 <S>                                                   <C>              <C>              <C>               <C>
 Restaurant revenue                                    $ 25,207,049     $ 19,394,323     $  8,346,239      $  5,742,055
 Restaurant royalties                                       154,599           92,438           56,180            38,304
 Express royalties and fees                                       -          242,888                -           140,131
 Administrative fees and other                              173,148          126,516           30,647             3,933
                                                       ------------     ------------     ------------      ------------
      Total revenue                                      25,534,796       19,856,165        8,433,066         5,924,423


 Restaurant operating expenses:
     Cost of revenue                                      4,805,084        4,088,086        1,496,318         1,291,207
     Salaries and wages                                   8,245,459        7,074,841        2,763,536         2,066,213
     Rent                                                 2,248,265        1,891,956          758,388           551,618
     Advertising                                          1,556,715          969,679          416,961           287,117
     Other                                                6,171,920        4,301,150        2,096,904         1,177,822

 Depreciation and amortization                              893,036          840,325          297,292           259,435
 Express operating expenses                                       -          118,340                -            35,928
 General and administrative                               1,807,121        2,083,166          614,153           629,479
 Cost of attempted acquisition and equity
     offering                                               768,389                -                -                 -
 Restructuring costs                                              -        5,159,836                -                 -
                                                       ------------     ------------     ------------      ------------
          Operating income (loss)                          (961,193)      (6,671,214)         (10,486)         (374,396)

 Interest and other expense                               1,199,233          880,426          436,591            80,831
                                                       ------------     ------------     ------------      ------------

 Income (loss) before income taxes                       (2,160,426)      (7,551,640)        (477,077)         (455,227)

 Income taxes (benefit)                                    (756,149)      (2,568,400)        (156,477)         (155,600)
                                                       ------------     ------------     ------------      ------------

 Net income (loss) before loss on
   discontinued operations                               (1,404,277)      (4,983,240)        (290,600)         (299,627)

 Loss on discontinued operations                             48,750                -                -                 -
                                                       ------------     ------------     ------------      ------------

 Net income (loss)                                     $ (1,453,027)    $ (4,983,240)    $   (290,600)     $   (299,627)
                                                       ------------     ------------     ------------      ------------

 Net income (loss) per share before
   discontinued operations                             $       (.34)    $      (1.21)    $       (.07)     $       (.07)
                                                       ------------     ------------     ------------      ------------

 Net income (loss) per share                           $       (.35)    $      (1.21)    $       (.07)     $       (.07)
                                                       ------------     ------------     ------------      ------------

 Weighted average number of common
   shares outstanding                                     4,131,324        4,131,324        4,131,324         4,131,324

</TABLE>

See accompanying note to condensed consolidated financial statements.

                                    Page 4
<PAGE>

                     Noble Roman's, Inc. and Subsidiaries
                    Consolidated Statements of Cash Flows
                                 (Unaudited)

<TABLE>
<CAPTION>
                                                                                               Nine Months Ended
                                                                                                  September 30,
                                                                                           -------------------------
                                                                                           1996                 1997
                                                                                           ----                 ----
 <S>                                                                                  <C>                  <C>
 OPERATING ACTIVITIES
 --------------------
     Net income (loss)                                                                $ (1,453,027)        $ (4,983,240)
     Adjustments to reconcile net income to net cash provided by
        (used in) operating activities:
        Depreciation and amortization                                                      982,124              840,325
        Restructuring costs                                                                      -            4,753,384
        Deferred federal income taxes                                                            -           (2,560,436)
        Changes in operating assets and liabilities (increase) decrease in:
             Accounts receivable                                                           (38,311)            (274,536)
             Inventory                                                                     (82,929)              54,178
             Prepaid expenses                                                             (348,634)            (609,965)
             Other assets                                                                 (249,975)              96,818
         Increase (decrease) in:
             Accounts payable and other current liabilities                                459,361              638,830
             Deferred franchise fee                                                              -               65,000
                                                                                      ------------         ------------
         NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                              (731,391)          (1,979,642)


 INVESTING ACTIVITIES
 --------------------
     Purchase of fixed assets                                                             (696,060)            (567,469)
                                                                                      ------------         ------------

         NET CASH PROVIDED BY (USED IN) INVESTING
            ACTIVITIES                                                                    (696,060)            (567,469)


 FINANCING ACTIVITIES
 --------------------
     Proceeds from borrowing                                                             1,585,081            2,814,767
     Principal payments on long-term debt and capital lease obligations                   (259,644)            (281,233)
                                                                                      ------------         ------------

         NET CASH PROVIDED BY FINANCING
            ACTIVITIES                                                                   1,325,437            2,533,534
                                                                                      ------------         ------------

 INCREASE (DECREASE) IN CASH                                                              (102,014)             (13,577)

         Cash at beginning of period                                                       229,462               74,502
                                                                                      ------------         ------------

         Cash at end of period                                                        $    127,448         $     60,925
                                                                                      ------------         ------------


</TABLE>

See accompanying note to condensed consolidated financial statements.

                                    Page 5
<PAGE>



                     Noble Roman's, Inc. and Subsidiaries
             Note to Condensed Consolidated Financial Statements
                                 (unaudited)



1.      SUBSEQUENT EVENTS

        On November 19, 1997, Noble Roman's, Inc. ("Noble Roman's" or the
        "Company") entered into an amended and restated credit agreement with
        The Provident Bank, its principal lender.  The new agreement provides
        for the reduction of previously outstanding debt from approximately
        $16,900,000 to $11,000,000, cancellation of previously accrued
        interest, no interest to be paid or accrued on such debt until
        November 1, 1998, interest on such debt of 8% per annum payable
        monthly in arrears after November 1, 1998, maturity of the subject
        note extended to December, 2001, principal payments on such debt
        beginning December 1, 1998 in an amount equal  to 50% of excess cash
        flow as defined in the agreement, and the cancellation of a previously
        issued warrant to purchase 465,000 shares of the Company's common
        stock.  In addition, the agreement provides for a new loan in the
        amount of $2,580,000 due in December, 2000 with interest payable
        monthly in arrears at a rate of prime plus 2.5% per annum.  These
        arrangements were made in consideration for a new warrant to purchase
        2,800,000 shares of the Company's common stock with an exercise price
        of $.01 per share.  Pursuant to entering into the amended and restated
        credit facility, the Company issued warrants to purchase an aggregate
        of 1,000,000 shares of common stock to certain executive officers,
        with an exercise price of $.40 per share.

2.      RESTRUCTURING COSTS

        During the second quarter of 1997 the Company implemented a plan which
        management believes will improve its stores' profitability by
        restructuring its operations. This included closing 19 restaurants and
        selling four others to a franchisee pursuant to a franchise agreement.
        The Company currently owns 48 full-service restaurants, has 11 full
        service franchised restaurants and 45 franchised Express locations.
        The decision to close and sell certain restaurants was made because
        some of the restaurants were operating at a loss, some were marginally
        profitable and others were competing in market areas where the Company
        operates newer restaurants and where the delivery area and some of the
        dine-in market can be serviced by the newer facility.  This action has
        allowed the Company to consolidate management and supervision in the
        remaining restaurants.  The Company reported a loss of $5.2 million in
        the second quarter of 1997 from this restructuring as a result of
        writing off the carrying value of equipment, leasehold improvements,
        other assets and accruing for estimated losses and ongoing expenses
        relating to those closed restaurants.




                                    Page 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 - Nine-month and three-month periods ended September 30,
1996 and 1997

The following table sets forth the percentage relationship to total revenue of
the listed items included in Noble Roman's condensed consolidated statement of
operations.  As noted, certain items are shown as a percentage of restaurant
revenue.

<TABLE>
<CAPTION>
                                                            Nine Months Ended             Three Months Ended
                                                               September 30,                  September 30,
                                                           --------------------           -------------------
                                                           1996            1997           1996           1997
                                                           ----            ----           ----           ----
 <S>                                                      <C>             <C>            <C>            <C>
 Revenue:
     Restaurant revenue                                    98.7%           97.7%          99.0           96.9%
     Restaurant royalties                                    .6              .5             .7             .6
     Express royalties and fees                               -             1.2              -            2.4
     Administrative fees and other                           .7              .6             .3             .1
                                                          -----           -----          -----          -----
                                                          100.0           100.0          100.0          100.0

 Restaurant operating expenses (1):
     Cost of revenue                                       19.1            21.1           17.9           22.5
     Salaries and wages                                    32.7            36.5           33.1           36.0
     Rent                                                   8.9             9.8            9.1            9.6
     Advertising                                            6.2             5.0            5.0            5.0
     Other                                                 24.5            22.2           25.1           20.5
 Depreciation and amortization                              3.5             4.2            3.5            4.4
 Express operating expense                                   -               .6             -              .6
 General and administrative                                 7.1            10.5            7.3           10.6
 Loss from withdrawn acquisition and offering
  and restaurants closed in 1987                            3.0              -              -              -
 Restructuring costs                                         -             26.0             -              -
                                                          -----           -----          -----          -----
         Operating income (loss)                           (3.8)          (33.6)           (.1)          (6.3)

 Interest                                                   4.7             4.4            5.2            1.4
                                                          -----           -----          -----          -----

         Income (loss) before income taxes                 (8.5%)         (38.0%)         (5.3%)         (7.7%)

</TABLE>

(1)  As a percentage of restaurant revenue.


During the second quarter of 1997 the Company implemented a plan which
management believes will improve its stores' profitability by restructuring
its operations.  This included closing 19 restaurants and selling four others
to a franchisee pursuant to a franchise agreement.  The Company currently owns
48 full-service restaurants, has 11 full service franchised restaurants and 45
franchised Express locations.  The decision to close and sell certain
restaurants was made because some of the restaurants were operating at a loss,
some were marginally profitable and others were competing in market areas
where the Company operates newer restaurants and where the delivery area and
some of the dine-in market can be serviced by the newer facility.  This action
also allowed the Company to consolidate management and supervision in the
remaining restaurants.  The Company reported a loss of $5.2 million from this
restructuring as a result of writing off the carrying value of equipment,
leasehold improvements, other assets and accruing for estimated losses and
ongoing expenses relating to those closed restaurants.

                                    Page 7
<PAGE>

Total revenue decreased $5.7 million, or 22.2%, and $2.5 million, or 29.7%,
for the nine-month and three-month periods ended September 30, 1997,
respectively, compared to corresponding periods in 1996.  The principal reason
for the decrease was the closing of 19 restaurants in the second quarter of
1997 and the sale of four others to a franchisee.  In addition, the decreases
were partially the result of same store sales declines which were 8.7% and
11.5% for the nine-month and three-month periods ended September 30, 1997,
respectively, compared to the corresponding periods in 1996.  The Company
continues to market its Express concept whereby franchisees operate a Noble
Roman's Pizza Express operation in non-traditional restaurant locations
including convenience stores, other retail outlets, schools and recreational
facilities.  The Company currently has 45 Pizza Express franchised locations.
Royalties and fees from the Express operations were $242,900 and $140,100 for
the nine-month and three-month periods ended September 30, 1997 compared to
none in 1996.

Cost of revenue as a percentage of restaurant revenue increased from 19.1% and
17.9% to 21.1% and 22.5% for the nine-month and three-month periods ended
September 30, 1996 and 1997, respectively.  These increases were primarily the
result of a change in method of recording many of the specials at net sales
price rather than gross sales plus discounts and higher discounts to the menu
price in an effort to rebuild customer count.

Salaries and wages increased as a percentage of restaurant revenue from 32.7%
and 33.1% to 36.5% and 36.0% for the nine-month and three-month periods ended
September 30, 1996 and 1997, respectively.  These increases were the result of
additional staffing to accommodate increased customer count from a discount
promotion, same store sales declines, inefficiencies in scheduling as a result
of inexperienced store level management, and a more competitive labor market
resulting in higher average wage rates.

General and administrative expenses as a percentage of total revenue increased
from 7.1% and 7.3% to 10.5% and 10.6% for the nine-month and three-month
periods ended September 30, 1996 and 1997, respectively.  This increase was
primarily attributable to additional supervision cost in the first quarter and
to the decline in total revenue in the second and third quarters.  As a result
of the restructuring plan, the Company has reduced its general and
administrative expenses.

Operating income (loss) decreased from a loss of $961,200 and a loss of
$10,500 to a loss of $6.7 million and $374,400 during the nine-month and
three-month periods ended September 30, 1996 and 1997, respectively.  The
primary reason for greater loss in 1997 was the restructuring cost of $5.2
million recorded in the second quarter.

Interest and other expense decreased from $1.2 million to $880,000 and
decreased from $437,000 to $81,000 for the nine-month and three-month periods
ended September 30, 1996 and 1997, respectively.  Interest expense has not
been accrued for a portion of 1997 because the interest was forgiven as a part
of the financial restructuring discussed below under "Liquidity and Capital
Resources."

Net income (loss) decreased from losses of $1.5 million and $290,600 to $5.0
million and $299,627 during the nine-month and three-month periods ended
September 30, 1997, respectively.  The increase in the net loss was primarily
the result of the restructuring costs recorded in the second quarter of 1997.

                                    Page 8
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

Historically, the Company's principal capital requirements arose from the
costs associated with the development and opening of new restaurants and
refurbishment of existing restaurants, however, no new restaurants have been
opened in 1997.  The Company's primary sources of working capital are cash
flow from operations and borrowings under a credit facility.

On March 25, 1996, the Company signed a Letter of Intent whereby it would have
acquired Papa Gino's Holdings Corp. (a 180 unit pizza restaurant chain in
seven northeastern states) through a merger transaction whereby the
stockholders of Papa Gino's Holding Corp. would have received approximately
2.25 million shares of a to-be-authorized class of non-voting common stock of
the Company.  Among other things, this transaction was conditioned on a public
equity offering, implementation of a senior credit facility, a definitive
agreement and shareholder approval.  Because of delays and uncertainties in
negotiating a definitive agreement, the Company and Papa Gino's mutually
agreed to terminate the Letter of Intent on June 10, 1996.  The expenses
incurred with regard to the proposed acquisition and offering aggregated
approximately $880,862.  In addition, deterioration in operating controls
during this effort as a result of senior management's focus on that activity
created a severe shortage of working capital.

From March, 1995 through June, 1996 the Company's senior management had to
focus almost all of its time on arranging for financing and the unsuccessful
attempted acquisition of a 180 unit regional pizza restaurant chain operating
in seven northeastern states.  As a result, the Company's current operations
severely deteriorated resulting in personnel turnover, poor service and
difficulties with operational standards and controls.

Management has sought to improve operations with the ongoing addition of new
management and supervisory personnel, extensive training, the implementation
of better controls and the restructuring plan completed in the second quarter
of 1997 which included closing and selling a portion of its restaurants and
concentrating its efforts and management personnel on the remaining
restaurants.  In addition, the Company began franchising Noble Roman's Pizza
Express in December, 1996 and by year-end 1997 expects to have approximately
50 units in operation.  Based upon market reaction to date, the Company
believes that its Pizza Express concept offers significant growth potential in
1998.  The Company earns approximately $5,500 in fees and commissions for each
new unit opened and also receives weekly royalty payments equal to 7% of sales
generated by each unit open.

On November 19, 1997, the Company entered into an amended and restated credit
agreement with The Provident Bank, its principal lender.  The new agreement
provides for the reduction of previously outstanding debt from approximately
$16.9 million to $11 million, cancellation of previously accrued interest, no
interest to be paid or accrued on such debt until November 1, 1998, interest
on such debt of 8% per annum payable monthly in arrears after November 1,
1998, maturity of the subject note extended to December, 2001, principal
payments on such debt beginning December 1, 1998 in an amount equal  to 50% of
excess cash flow as defined in the agreement, and the cancellation of a
previously issued warrant to purchase 465,000 shares of the Company's common
stock.  In addition, the agreement provides for a new loan in the amount of
$2.6 million due in December, 2000 with interest payable monthly in arrears at
a rate of prime plus 2.5% per annum.  These arrangements were made in
consideration for a new warrant to purchase 2.8 million shares of common stock
with an exercise price of $.01 per share.  Pursuant to entering into the
amended and restated credit facility, the Company issued warrants to purchase
an aggregate of 1.0 million shares of common stock to certain executive
officers with an exercise price of $.40 per share.  Proceeds from the new loan
were primarily for working capital and existing restaurant upgrades.

                                    Page 9
<PAGE>

Based upon the amendments to the credit agreement, planned improvements in its
existing full-service restaurants and the planned growth in the new franchised
Express business, management believes the Company will generate sufficient
cash flow to meet its obligations and to carry out its current business plan.
Currently, the Company anticipates that its capital requirements in 1998 will
be approximately $500,000 for improvements to its existing full-service
restaurants.  The Company also anticipates that most of its growth during 1998
will be generated from franchising of its new Express concept.


















                                   Page 10
<PAGE>

                        PART II  -  OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS.

        From time to time, the Company is involved in litigation relating to
        claims arising out of its normal business operations.  The Company
        believes that none of its current proceedings, individually or in the
        aggregate, will have a material adverse effect on the Company.

ITEM 2.   CHANGES IN SECURITIES.

        As of November 19, 1997, the Company entered into an amended and
        restated credit facility with its bank.  In connection with such
        amendment:  (i) the bank surrendered warrants to purchase 465,000
        shares of Common Stock;  (ii) the Company issued to the bank warrants
        to purchase 2.8 million shares of Common Stock with an exercise price
        of $.01 per share; and (iii) the Company issued to certain executive
        officers warrants to purchase an aggregate of 1.0 million shares of
        Common Stock with an exercise price of $.40 per share.  The foregoing
        warrants were issued in transactions not involving a public offering
        in reliance upon the exemption provided pursuant to Section 4(2) under
        the Securities Act of 1933, as amended.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES.

        None.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

        None.

ITEM 5.   OTHER INFORMATION.

        Exhibit A.   Proforma Balance Sheet as of September 30, 1997.

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

        Exhibit 10.  Amended and Restated Credit Agreement
        Exhibit 27.  Financial Data Schedule








                                   Page 11
<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.


                                                /s/ Paul W. Mobley
Date:   December 12, 1997                       -----------------------------
        -------------------                     Paul W. Mobley, President
                                                (Principal Executive Officer)

                                                /s/ Mitchell E. Katz
Date:   December 12, 1997                       -----------------------------
        -------------------                     Mitchell E. Katz
                                                (Chief Financial Officer)














                                   Page 12
<PAGE>

                                  EXHIBIT A


                             NOBLE ROMAN'S, INC.
                CONDENSED CONSOLIDATED PROFORMA BALANCE SHEET
                                 (UNAUDITED)



The following condensed consolidated proforma balance sheet as of September
30, 1997 has been derived from the unaudited consolidated financial statements
of Noble Roman's, Inc.   For the purpose of the proforma, this condensed
consolidated proforma balance sheet gives effect to the amended and restated
credit agreement with The Provident Bank, its principal lender, as of November
19, 1997 and the application of proceeds therefrom as if such transaction had
occurred as of September 30, 1997.  The amended and restated agreement
provides for the reduction of previously outstanding debt from approximately
$16.9 million to $11 million, cancellation of previously accrued interest, no
interest to be paid or accrued on such debt until November 1, 1998, interest
on such debt of 8% per annum payable monthly in arrears after November 1,
1998, maturity of such debt extended to December, 2001, with principal
payments beginning December 1, 1998 in an amount equal  to 50% of excess cash
flow as defined in the agreement, and the cancellation of a previously issued
warrant to purchase 465,000 shares of the Company's common stock.  In
addition, the agreement provides for a new loan in the amount of $2.6 million
due in December, 2000 with interest payable monthly in arrears at a rate of
prime plus 2.5% per annum.  These arrangements were made in consideration for
a new warrant to purchase 2.8 million shares of common stock with an exercise
price of $.01 per share.  Proceeds from the new loan were primarily for
working capital and existing restaurant upgrades.














                                   Page 13

<PAGE>

                                  EXHIBIT A

                PROFORMA CONDENSED CONSOLIDATED BALANCE SHEET
                              SEPTEMBER 30, 1997
                                (In Thousands)

<TABLE>
<CAPTION>
                                                                                Proforma Adjustments
                                                          Unaudited      --------------------------------------          Proforma
                                                           9/30/97          Debit                 Credit                  9/30/97
                                                          ---------         -----                 ------                 --------
  <S>                                                   <C>               <C>                   <C>                   <C>
  ASSETS
  Current Assets:
      Cash                                              $    60,925       2,580,000   (1)       2,262,000   (2)       $    378,925
      Other Current Assets                                1,713,811                               125,300   (3)          1,588,511
                                                        -----------                                                   ------------
      Total Current Assets                                1,774,736                                                      1,967,436

  Property and equipment                                  6,819,609                                                      6,819,609
  Deferred tax assets                                     2,560,436         874,768   (4)         804,922   (5)          2,630,282
  Costs in excess of assets acquired                      6,269,693                                                      6,269,693
  Other assets                                              999,941         205,300   (3)         605,889   (6)            599,352
                                                        -----------                                                   ------------
  TOTAL ASSETS                                          $18,424,415                                                    $18,286,372
                                                        ===========                                                   ============


  LIABILITIES AND STOCKHOLDERS' EQUITY
  Current Liabilities:
      Accounts payable and accrued expenses            $  4,384,277         875,000   (2)                             $  3,509,277
      Current portion of long-term debt                  16,816,140      16,773,308   (7)                                   42,832
      Deferred franchise fees                                65,000                                                         65,000
      Payroll and sales tax                               1,307,000       1,307,000   (2)                                        0
                                                        -----------                                                   ------------
      Total Current Liabilities                          22,572,417                                                      3,617,109

  Long-term Debt:
      Long-term liabilities - other                          43,953                                                         43,953
      Subordinated - note payable                                 0       5,773,308   (7)      16,773,308   (7)         11,000,000
      Senior - note payable                                       0                             2,580,000   (1)          2,580,000
                                                        -----------                                                   ------------
                                                             43,953                                                     13,623,953

      Common stock                                        5,518,431                             2,800,000   (7)          8,318,431
      Retained earnings (deficit)                        (9,710,386)                            2,437,265 (4)(5)(6)(7)  (7,273,121)
                                                        -----------                                                   ------------
      Total Stockholders' Equity (deficit)               (4,191,955)                                                     1,045,310
                                                        -----------                                                   ------------

  TOTAL LIABILITIES & STOCKHOLDERS' EQUITY              $18,424,415                                                    $18,286,372
                                                        ===========                                                   ============
</TABLE>

(1)      New loan in the amount of $2,580,000.
(2)      Use of proceeds from new loan to reduce accounts payable and payroll
         and sales taxes payable.
(3)      Recognition of certain financing costs as other assets.
(4)      Reversal of valuation allowance for deferred tax assets.
(5)      Recognition of tax liability arising from the transaction.
(6)      Recording the expense of unamortized financing costs from prior loan
         agreement.
(7)      Reduction of previously outstanding net debt from $16,773,308 to
         $11,000,000, issuance of stock warrants and recognition of the gain
         on the forgiveness of debt.



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