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, 2002

                                       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 April 15, 2002, there were 16,051,158 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:

         Note to condensed consolidated financial statements              Page 2

         Condensed consolidated balance sheets as of December 31, 2001
           and March 31, 2002                                             Page 3

         Condensed consolidated statements of operations for the three
           months ended March 31, 2001 and 2002                           Page 4

         Condensed consolidated statements of cash flows for the three
           months ended March 31, 2001 and 2002                           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 of operations for the interim periods presented and the
balance sheets for the dates indicated, which adjustments are of a normal
recurring nature.

Notes
-----

Based on the Company's 2000 and 2001 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 2002, 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.

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, and
changes in prices or supplies of food ingredients and labor. 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.

                                       2
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                           (Unaudited)
                                                                          December 31,      March 31,
                                                                              2001            2002
                                     Assets
<S>                                                                       <C>              <C>
Current assets:
     Cash                                                                 $     25,203     $      1,495
     Accounts and notes receivable                                             621,679          678,732
     Inventories                                                                82,669          136,677
     Prepaid expenses                                                          215,588          269,168
     Deferred tax asset - current portion                                    1,348,132        1,348,132
                                                                          ------------     ------------
          Total current assets                                               2,293,270        2,434,203
                                                                          ------------     ------------

Property and equipment:
     Equipment                                                                 793,690          856,838
     Leasehold improvements                                                     84,229           84,229
                                                                          ------------     ------------
                                                                               877,919          941,067
     Less accumulated depreciation and amortization                            309,936          324,198
                                                                          ------------     ------------
          Net property and equipment                                           567,982          616,869
                                                                          ------------     ------------
Deferred tax asset                                                           8,827,298        8,726,608
Other assets                                                                 1,503,616        1,486,747
                                                                          ------------     ------------
               Total assets                                               $ 13,192,167     $ 13,264,427
                                                                          ============     ============

                      Liabilities and Stockholders' Equity
Current liabilities:
     Accounts payable and accrued expenses                                $  2,059,014     $  1,904,891
     Note payable to officer                                                    65,840           65,840
     Deferred franchise fees                                                   251,850          247,350
                                                                          ------------     ------------
          Total current liabilities                                          2,376,704        2,218,081
                                                                          ------------     ------------

Long-term obligations:
     Notes payable to Provident Bank net of warrant value of $140,318
         at December 31, 2001 and $122,081 at March 31, 2002                 7,859,682        7,877,919
     Notes payable to various funds affiliated with Geometry Group
          net of warrant valuation of $90,868 at December 31, 2001 and
          $122,081 at March 31, 2002                                         2,281,133        2,298,321
                                                                          ------------     ------------
          Total long-term liabilities                                       10,140,815       10,176,240
                                                                          ------------     ------------

Stockholders' equity:
     Common stock (25,000,000 shares authorized, 13,593,701
          outstanding at December 31, 2000 and 16,051,158 in 2001)          17,789,452       17,789,452
     Preferred stock (5,000,000 shares authorized)                           4,929,274        4,929,274
     Accumulated deficit                                                   (20,044,079)     (21,848,620)
                                                                          ------------     ------------
          Total stockholders' equity                                           674,647          870,106
                                                                          ------------     ------------
               Total liabilities and stockholders' equity                 $ 13,192,167     $ 13,264,427
                                                                          ============     ============
</TABLE>

See accompanying note 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,
                                                            2001           2002
                                                        -----------    -----------
<S>                                                     <C>            <C>
Revenue:
      Royalties and fees                                $ 1,244,062    $ 1,319,014
      Administrative fees and other                         201,540        124,880
                                                        -----------    -----------
           Total revenue                                  1,445,602      1,443,895

Operating expenses:
     Salaries and wages                                     261,310        261,754
     Trade show expense                                      71,716         58,015
     Travel expense                                          58,098         53,206
     Other operating expenses                               147,317        165,245
Depreciation                                                  9,802         14,262
General and administrative                                  272,703        292,232
                                                        -----------    -----------
          Operating income                                  624,656        599,180

Interest and other expense                                  306,880        303,032
                                                        -----------    -----------
          Income before income tax                          317,776        296,148

Income tax                                                  109,097        100,600
                                                        -----------    -----------
          Net income                                    $   208,679    $   195,458
                                                        ===========    ===========

Earnings per share:
     Net income                                         $       .02    $       .01
                                                        ===========    ===========

Weighted average number of common shares outstanding     13,674,545     16,051,158

Fully diluted earnings per share:
     Net income                                         $       .01    $       .01
                                                        ===========    ===========

Weighted average number of common shares outstanding     16,527,808     17,032,308
</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                                                             2001          2002
--------------------                                                           ---------     ---------
<S>                                                                            <C>           <C>
   Net income                                                                  $ 208,679     $ 195,458
   Adjustments to reconcile net income to net cash provided
        by (used in) operating activities:
        Depreciation                                                               9,802        14,262
        Non-cash interest                                                         35,426        52,294
        Deferred federal income taxes                                            109,097       100,690
        Changes in operating assets and liabilities (increase) decrease in:
             Accounts receivable                                                  93,182       (57,053)
             Inventory                                                          (106,336)      (54,008)
             Prepaid expenses                                                    (34,665)      (53,580)
             Other assets                                                        131,750            --
        Increase (decrease) in:
            Accounts payable                                                      96,999       157,750
            Deferred franchise fee                                              (111,000)       (4,500)
                                                                               ---------     ---------
        NET CASH PROVIDED BY OPERATING ACTIVITIES                                432,934       351,133

INVESTING ACTIVITIES
   Purchase of property and equipment                                            (35,000)      (63,148)
   Issuance of capital stock net of issuance cost                                 35,950            --
                                                                               ---------     ---------
        NET CASH PROVIDED (USED) IN INVESTING ACTIVITIES                             950       (63,148)

FINANCING ACTIVITIES
   Proceeds from long-term debt                                                       --            --
   Principal payments on long-term debt and capital lease obligations                 --            --
   Payment of obligations for discontinued operations                           (441,141)     (311,693)
                                                                               ---------     ---------
        NET CASH USED BY FINANCING ACTIVITIES                                   (441,141)     (311,693)
                                                                               ---------     ---------

INCREASE (DECREASE) IN CASH                                                       (7,257)      (23,708)

        Cash at beginning of period                                                9,406        25,203
                                                                               ---------     ---------

        Cash at end of period                                                  $   2,149     $   1,495
                                                                               ---------     ---------
</TABLE>

Supplemental schedule of non-cash investing and financing activities

    None.


See accompanying note to condensed consolidated financial statements.

                                       5
<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, 2001 and 2002


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

Over the last several years, given the potential size of the opportunities in
the non-traditional and co-branding segments, the Company made the strategic
decision to refocus its business on franchising to non-traditional and
co-branding locations and away from operating full-service, traditional
restaurant operations. During 2000, the Company completed that transition and
all of its full-service, traditional restaurants are now franchised. The Company
continues to offer franchise services to the full-service franchises in much the
same fashion as it has been doing with its non-traditional and co-branded
franchises.

The franchising concept is designed to capitalize on the rapid growth of
non-traditional locations for quick service restaurants and is simple to
operate, requires a modest investment and has minimal staffing requirements
while serving great tasting pizza and related products. The concept is designed
to be convenient and quick for its customers. The Company believes that
franchising these type facilities offers opportunities for substantial growth
for the foreseeable future.

Based on the Company's 2000 and 2001 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 2002, 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. 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.

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, 2001 and for March 31,
2002, respectively.


                                       6
<PAGE>

                                        Three Months Ended
                                              March 31,
                                        -------------------
                                          2001        2002
                                        -------     -------
Revenue:
     Royalties and fees                    86.1%       91.4%
     Administrative fees and other         13.9         8.6
                                                    -------
          Total revenue                   100.0       100.0


Operating expenses:
     Salaries and wages                    18.1        18.1
     Trade show expenses                    5.0         4.0
     Travel expense                         4.0         3.7
     Other operating expenses              10.2        11.5
Depreciation                                 .7         1.0

General and administrative                 18.9        20.2
                                        -------     -------
     Operating income                      43.2        41.5
Interest                                   21.2        21.0
                                        -------     -------

     Net income before income tax          22.0%       20.5%


2002 Compared wth 2001
----------------------

Total revenue was approximately the same for the three-month period ended March
31, 2002 and 2001. Income from royalties and fees increased from approximately
$1.2 million for the three-month period ended March 31, 2001 to approximately
$1.3 million for the same period ended March 31, 2002. This increase was the
result of growth in the number of franchise locations.

Salaries and wages remained approximately the same at 18.1% of revenue for the
three-month periods ended March 31, 2001 and 2002.

Trade show expense decreased from approximately 5.0% for the three-month period
ended March 31, 2001 compared to approximately 4.0% for the same period in 2002.
The reason for this decrease is that, abased on past experience, the Company has
been more selective in attending trade shows by not attending some of the shows
attended in the past that were not as productive.

Travel expense decreased from approximately 4.0% for the three-month period
ended March 31, 2001 compared to approximately 3.7% for the same period in 2002.
This decrease is the result of locating personnel in the East coast area,
Western part of the United States and the Southeastern part of the United States
to reduce travel.

Other operating expenses increased from approximately 10.2% for the three-month
period ended March 31, 2001 compared to approximately 11.5% for the same period
in 2002. This increase is primarily the result of additional mailer cost and
other promotional cost to more rapidly develop new growth opportunities for the
future.

                                       7
<PAGE>

General and administrative expenses increased from approximately 18.9% for the
three-month period ended March 31, 2001 compared to approximately 20.2% for the
same period in 2002. This increase was primarily the result of adding additional
administrative personnel in preparation of additional new unit growth later in
the year.

Net income before income tax decreased from approximately 22.0% for the
three-month period ended March 31, 2001 compared to approximately 20.5% for the
same period in 2002. As explained in the two preceding paragraphs, this decrease
was primarily the result of preparing for additional growth in the number of
units later in the year.

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

Over the last several years, given the potential size of the opportunities in
the non-traditional and co-branding market segments, the Company made the
strategic decision to refocus its business on franchising to non-traditional and
co-branding locations and away from operating full-service, traditional
restaurant locations. During 2000, the Company completed that transition and all
of its full-service, traditional restaurants are now franchised. The Company
continues to provide franchise services to the full-service franchises in much
the same fashion as it does with its non-traditional and co-branded franchises.

As a result of the Company's strategy since 1999, 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 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, and
changes in prices or supplies of food ingredients and labor. 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.

                           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. 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.

                                       8
<PAGE>

ITEM 2.   Changes in Securities.

         None.

ITEM 3.   Defaults Upon Senior Securities.

         None.

ITEM 4.   Submission of Matters to a Vote of Security Holders.

         None.

ITEM 5.   Other Information.

         None.

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: April 19, 2002                    /s/ Paul W. Mobley
      --------------                    -------------------------------------
                                        Paul W. Mobley, Chairman of the Board





                                       9