UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549

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                             FORM 10-Q/A#2
                            (Amendment #2)
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                              (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, 1996

                                 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                                        (I.R.S. Employer 
jurisdiction 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 l5(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 November 13, 1996, there were 4,131,324 shares of Common Stock, no par
value, 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, 1995
and March 31, 1996                                                   Page 3

Condensed consolidated statements of operations for the three
months ended March 31, 1995 and 1996                                 Page 4

Condensed consolidated statements of cash flows for the three
months ended March 31, 1995 and 1996                                 Page 5


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.

The Company provides for current and deferred income tax liabilities and
assets utilizing an asset and liability approach along with a valuation 
allowance as appropriate.  At December 31, 1995 the Company determined that
it needed to revise its financial reporting for deferred income tax liability
and, therefore, increased its accrual for income tax expense.  The change
effected the entire 1995 year and when spread over the year had the effect
of lowering previously reported first quarter 1995 earnings by $17,331.  This
change is reflected on the Condensed Consolidated Statement of Operations
for the three months ended March 31, 1995 included herein.

<PAGE>

                  Noble Roman's, Inc. and Subsidiaries
                 Condensed Consolidated Balance Sheets

<TABLE>

                                                              (Unaudited)
                                        December 31             March 31
                                           1995                   1996       
                                       -------------           ----------
<S>                                    <C>                     <C>
    Assets
Current assets:
  Cash                                 $     229,462           $  223,079
  Accounts receivable                        950,622              951,108
  Inventories                                980,534              977,553
  Prepaid expenses                           412,949              641,303
                                       -------------           ----------
    Total current assets                   2,573,567            2,793,043

Property and equipment, less
  accumulated depreciation and
  amortization of $3,737,594
  and $3,971,356                           9,135,949            9,256,797
Costs in excess of assets
  acquired, net                            6,722,812            6,657,317
Other assets                               1,471,387            1,681,070
                                       -------------           ----------
                                       $  19,903,715          $20,388,227
                                       -------------           ----------

    Liabilities and Stockholders' Equity
Current liabilities:
  Accounts payable                     $   1,859,188          $ 2,119,224
  Notes payable - current                    761,128              761,128
  Other current liabilities                1,019,247              685,907
                                       -------------            ----------
    Total current liabilities              3,639,563            3,566,259

Long-term liabilities:
  Revolving line of credit                 2,914,919            3,510,286
  Notes payable-less current portion       8,150,793            8,166,253
  Capital leases                             258,037              243,469
  Deferred tax liability                     351,568              281,316
                                       -------------            ----------
    Total long-term liabilities           11,675,317           12,201,324

Stockholders' equity
  Common stock, no par value,
    authorized 9,000,000 shares,
    issued 4,131,324 and 4,131,324         5,458,431            5,458,431
  Retained earnings                         (869,596)            (837,431)
                                       -------------            ----------
Total stockholder's equity                 4,620,835            4,620,644
                                       -------------            ----------
                                       $  19,903,715          $20,388,227
                                       -------------            ----------

</TABLE>

<PAGE>

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

<TABLE>

                                               Three Months Ended    
                                                     March 31        
                                             1995               1996 
                                          -------            ------- 
<S>                                   <C>                <C>         
Restaurant revenue                     $8,044,248         $8,715,445
Royalties                                  57,253             58,719
Administrative fees and other             109,367            112,026
                                      -----------           --------
    Total revenue                       8,210,868          8,886,190

Restaurant operating expenses:
  Cost of revenue                       1,438,421          1,625,209
  Salaries and wages                    2,480,174          2,721,127 
  Rent                                    666,407            715,860
  Advertising                             533,024            658,285
  Other                                 1,844,211          2,035,329
Depreciation and amortization             319,112            297,122
General and administrative                498,377            425,804
                                      -----------           -------- 
    Operating income                      431,142            407,454

Interest                                  284,674            358,517 
                                      -----------           -------- 
Income before income taxes                146,468             48,937

Income taxes                               53,879             17,128
                                      -----------            -------

Net income                                $92,589            $31,809
                                      -----------            -------

Net income per share                  $       .02         $      .01

Weighted average number of
  common shares outstanding             3,993,392          4,131,324


</TABLE>

<PAGE>

                         Noble Roman's and Subsidiaries
                       Consolidated Statements of Cash Flows
                                   (Unaudited)
<TABLE>

                                                      Three Months Ended
                                                          March 31
                                       -------------------------------------------
                                               1995                          1996
                                       -------------------------------------------
<S>                                     <C>                              <C>
OPERATING ACTIVITIES

Net income                              $    92,589                           31,809
Adjustments to reconcile
  net income to net cash
  provided by (used in)
  operating activities:
    Depreciation and amortization           354,670                          297,122
  Changes in operating assets
  and liabilities (increase) decrease in:
    Accounts receivable                    (183,808)                            (486)
    Inventory                              (137,099)                           2,981
    Prepaid expenses                       (275,446)                        (228,354)
    Other assets                            (52,003)                        
  Increase (decrease) in:
    Accounts payable                        483,864                          260,036
    Accrued expenses                       (430,827)                        (403,592)
                                         -----------                   -----------
NET CASH PROVIDED BY
OPERATING ACTIVITIES                       (127,884)                         (40,484)

INVESTING ACTIVITIES

  Purchase of equipment                    (298,636)                        (314,610)
  Payments received on
    notes receivable                            623                               --
                                         ----------                    -----------

NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES                       (298,013)                        (314,610)

FINANCING ACTIVITIES

  Proceeds from long-term debt                   --                          363,279
  Proceeds from sale of common stock         10,630                               --
  Principal payments on long-term debt
    and capital lease obligations           (58,169)                         (14,568)
                                         ----------                    -----------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES                        (47,539)                         348,711
                                         ----------                    -----------
INCREASE (DECREASE) IN CASH                (473,436)                          (6,383)

  Cash at beginning of period               621,726                          229,462
                                         ----------                    -----------
  Cash at end of period                  $  148,290                    $     223,079
                                         ----------                    -----------
</TABLE>

<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATION

Noble Roman's, Inc. and Subsidiaries

Results of Operations - Three month period ended March 31, 1995
and 1996

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

<TABLE>

                                              Three Months Ended
                                                   March 31     
                                               1995           1996
                                           --------       --------
<S>                                        <C>            <C>     
Revenue:
  Restaurant revenue                           98.0%          98.0%
  Royalties                                      .7             .7 
  Administrative fees and other                 1.3            1.3
                                           --------       --------
                                              100.0          100.0
Restaurant operating expenses (1):
  Cost of revenue                              17.9           18.6
  Salaries and wages                           30.8           31.2
  Rent                                          8.3            8.2
  Advertising                                   6.6            7.6
  Other                                        22.9           23.4
Depreciation and amortization                   3.9            3.3
General and administrative                      6.1            4.8
                                           --------       -------- 
Operating income                                5.3            4.6

Interest                                        3.4            3.8
                                           --------       --------
Income before federal income taxes              1.8%           0.8%

(1) As a percentage of restaurant revenue
</TABLE>

Total revenue increased 8.2% in the three months ended March 31, 1996, from
$8.2 million in 1995 to $8.9 million in the three months ended March 31, 1996.
The increase was attributable to revenue at the five new restaurants opened
after the first quarter in 1995 and the one new restaurant opened during the
first quarter of 1996 and to a 2.0% increase in comparable restaurant revenue
offset by a .4% increase in discounts as a percentage of revenue.

<PAGE>

Cost of revenue as percentage of restaurant revenue increased from 17.9% in
the first three months of 1995 to 18.6% in the same period in 1996.
The increase was primarily the result of increased cheese prices which were
unusually low during the first three months of 1995.  Salaries and wages
increased as a percentage of restaurant revenue from 30.8% for the first
three month period in 1995 to 31.2% in the same period in 1996. The increase
was attributable to a higher average hourly wage, partially offset by more
efficient scheduling of hourly employees.  Management believes that the 
competition for labor in 1996 has declined to date due to decreased competition
from certain casual dining chains which opened in the region during 1995.
Other expenses increased as a percentage of revenue from 22.9% in the first
three month period in 1995 to 23.4% in the same period in 1996.  The increase
was primarily attributable to increased utility costs which resulted from 
colder than normal winter weather.

General and administrative expenses as a percentage of total revenue
decreased from 6.1% during the three months ended March 31, 1996 to 4.8% in
the same period in 1996.  The decrease as a percentage of total revenue was
primarily attributable to the increase in total revenue due to new 
restaurant openings in 1995 and to an overall reduction in general and
administrative expense.

Operating income decreased from $431 thousand in the three month period
ended March 31, 1995 to $407 thousand in the same period in 1996.
Operating income decreased as a percentage of revenue from 5.3% in the
first three months of 1995 to 4.6% in the same period in 1996.

Interest expense increased from $285 thousand for the first three month
period ended March 31, 1995 to $359 thousand in the same period in 1996.
This increase is the result of a higher interest rate on the Company's debt
as a result of the refinancing in December, 1995 in order to repay notes
which had a short term maturity.

Income before federal income taxes decreased from $146 thousand for the
three month period ended March 31, 1995 to $49 thousand in the same period
in 1996.  The decrease was primarily attributable to the increase in 
interest expense.

LIQUIDITY AND CAPITAL RESOURCES

The Company's principal capital requirements arise from the costs associated
with the development and opening of new restaurants and refurbishment of
existing restaurants.  The Company's primary sources of working capital are 
cash flow from operations and borrowings under its credit facilities.

Capital expenditures were $298,636 for the first three month period in 1995
and $314,610 in the same period in 1996.  The Company expands primarily through
the use of leased land and buildings.  The capital requirement for new 
restaurants in free-standing leased facilities is approximately $150,000 per
restaurant.

<PAGE>

                    PART II -- OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         Exhibit 27.  Financial Data Schedule



                             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: November 15, 1996                         By: /s/ Paul W. Mobley
                                                 -------------------------
                                                 Paul W. Mobley, President
                                                (Principal Executive Officer
                                                 and Chief Financial Officer)