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 JUNE 30, 1999

                                       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     No  X
                                                  ---    ---

As of August 15, 1999, there were 5,565,390 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, 1998 and June 30, 1999                   Page 4

             Condensed consolidated statements of operations for
                  the six and three months ended June 30, 1998 and 1999 Page 5

             Condensed consolidated statements of cash flows for
                  the six months ended June 30, 1998 and 1999           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 of operations for the interim periods presented and the
balance sheets for the dates indicated, which adjustments are of a normal
recurring nature.

SEGMENT REPORTING

In 1998, the Company adopted FAS 131. Prior year information has been restated
to present the Company's reportable segments. The Company is organized into two
segments as follows: traditional full-service restaurants which are
Company-owned and operated, and Noble Roman's Pizza Express which are
franchised.
<TABLE>
<CAPTION>

                            Depreciation    Operating             Income Tax
                                and          income                 expense     Segment   Expenditures
                 Revenue    Amortization     (loss)     Interest   (benefit)     Assets   for property
<S>            <C>             <C>         <C>           <C>       <C>        <C>            <C>
Six months ended
June 30, 1998

Restaurant     $11,288,357     328,594        190,850     27,235     64,889    6,859,241     342,492

Express            861,217           -        579,536          -    197,042      184,374           -

Corporate          177,339     167,709     (1,468,311)   601,839   (713,111)  11,819,153           -
               -----------    --------     ----------    -------   --------   ----------    --------
Total          $12,326,913     496,303       (697,925)   629,074   (451,180)  18,862,768     342,492

Six months ended
June 30, 1999

Restaurant     $11,065,451     369,698         36,469     35,992     12,399    6,736,795     216,064

Express          1,418,373           -        655,442          -    222,850      226,125      10,065

Corporate          178,695     150,218     (1,284,592)   788,999   (717,258)  13,181,741       5,012
               -----------    --------     ----------    -------   --------   ----------    --------
Total          $12,662,520     519,916       (592,682)   824,991   (482,009)  20,144,661     231,141
</TABLE>

                                       2
<PAGE>

Based on the Company's business plan, the number of Express 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 thus
far in 1998, management determined that it is more likely than not that the
Company's deferred tax asset will be fully realized. Therefore, no valuation
allowance was established for its deferred tax asset. However, there can be no
assurance that the growth of the Express will continue in the future nor can
there be any assurance that the full-service restaurants can be operated
successfully in the future. If negative events should occur in the future in
either the Express or the full-service operations, the realization of all or
some portion of the Company's deferred tax asset could be jeopardized. The
Company will undertake to evaluate the need for a valuation allowance on a
quarterly basis in the future.

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 in the Company's operations and business
environment including, but not limited to: the operations and results of
operations of the Company as well as its customers and suppliers, including as a
result of 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.
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.

                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                  (Unaudited)
                                                                  December 31,      June 30,
                                                                      1998            1999
                                                                  ------------    ------------
<S>                                                               <C>             <C>
                                Assets
                                ------

Current assets:
    Cash                                                          $     28,176    $    578,069
    Accounts receivable                                                579,841         550,039
    Inventories                                                        844,783         863,137
    Prepaid expenses                                                   185,471         141,398
                                                                  ------------    ------------
         Total current assets                                        1,638,271       2,132,643

Property and equipment, less accumulated depreciation and
    amortization of $4,029,228 and $4,433,818                        6,657,638       6,495,773
Deferred tax asset                                                   4,442,725       4,924,482
Costs in excess of assets acquired, net                              5,944,718       5,814,728
Other assets                                                           459,202         777,035
                                                                  ------------    ------------
                                                                  $ 19,142,554    $ 20,144,661
                                                                  ------------    ------------

                Liabilities and Stockholders' Equity
                ------------------------------------

Current liabilities:
    Accounts payable and accrued expenses                         $  1,911,089    $  1,631,973
    Notes payable - current                                             18,279          18,279
    Note payable to officer - current                                   65,840          65,840
    Deferred franchise fees                                            143,500         175,000
    Other current liabilities                                        1,740,653       1,319,603
                                                                  ------------    ------------
         Total current liabilities                                   3,879,361       3,210,695


Long-term liabilities:
    Notes payable to Provident Bank net of warrant valuation of
        $653,241 and $586,809, respectively                         13,919,125      13,985,558
    Notes payable to various funds affiliated with Geometry
        Group net of warrant valuation of $262,942 in 1999                  --       1,972,058

    PIK notes payable                                                       --         289,139
    Note payable to officer                                            250,000         250,000
    Other long term liabilities                                         18,339          15,561
                                                                  ------------    ------------
         Total long-term liabilities                                14,187,464      16,512,316


Stockholders' equity
    Common stock (9,000,000 shares, issued 5,552,390 in 1998
         and 5,565,390 in 1999)                                     11,869,175      12,154,093
    Accumulated deficit                                            (10,793,445)    (11,732,443)
                                                                  ------------    ------------
        Total stockholders' equity                                   1,075,730         421,650
                                                                  ------------    ------------

                                                                  $ 19,142,554    $ 20,144,661
                                                                  ------------    ------------
</TABLE>

See accompanying note to condensed consolidated financial statements.

                                       4
<PAGE>

                      Noble Roman's, Inc. and Subsidiaries
                Condensed Consolidated Statements of Operations
                                  (Unaudited)
<TABLE>
<CAPTION>
                                               Six Months Ended                Three Months Ended
                                                    June 30,                        June 30,
                                             ---------------------            --------------------
                                             1998             1999            1998            1999
                                             ----             ----            ----            ----
<S>                                      <C>             <C>             <C>             <C>
Restaurant revenue                       $ 11,288,357    $ 11,065,451    $  5,778,786    $  5,545,930
Restaurant royalties                           76,106          42,807          41,408          20,845
Express royalties and fees                    861,217       1,418,373         538,573         762,590
Administrative fees and other                 101,233         135,888          47,590          50,196
                                         ------------    ------------    ------------    ------------
     Total revenue                         12,326,913      12,662,520       6,406,357       6,379,562



Restaurant operating expenses:
    Cost of revenue                         2,207,478       2,177,371       1,128,174       1,082,051
    Salaries and wages                      4,148,162       4,202,387       2,103,386       2,122,158
    Rent                                    1,103,495       1,124,754         552,807         565,624
    Advertising                               566,797         540,878         291,298         264,295
    Other                                   2,742,981       2,613,894       1,402,032       1,322,908
Depreciation and amortization                 496,303         519,916         250,502         259,568
Express operating expenses                    281,681         762,932         172,962         406,452
General and administrative                  1,477,941       1,313,070         752,805         647,854
                                         ------------    ------------    ------------    ------------
         Operating loss                      (697,925)       (592,682)       (247,609)       (291,349)

Interest and other expense                    629,074         824,991         338,130         455,695
                                         ------------    ------------    ------------    ------------

Loss before income tax and
extraordinary item                         (1,326,999)     (1,417,673)       (585,739)       (747,044)

Income tax benefit                           (451,180)       (482,009)       (199,180)       (253,995)
                                         ------------    ------------    ------------    ------------

Loss before extraordinary item               (875,819)       (935,664)       (386,559)       (493,049)

Extraordinary item, net of tax expense
of $122,312 and $61,156                       237,431            --           118,715            --
                                         ------------    ------------    ------------    ------------

Net loss                                 $   (638,389)   $   (935,664)   $   (267,844)   $   (493,049)
                                         ------------    ------------    ------------    ------------

Net loss per share                       $       (.15)   $       (.17)   $       (.06)   $       (.09)

Weighted average number of common
shares outstanding                          4,131,324       5,556,390       4,131,324       5,561,057
</TABLE>

See accompanying note to condensed consolidated financial statements.

                                       5
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                   Six Months Ended
                                                                                       June 30,
                                                                                 --------------------
                                                                                 1998            1999
                                                                                 ----            ----
<S>                                                                          <C>            <C>
OPERATING ACTIVITIES
--------------------
    Net loss                                                                 $  (638,388)   $  (935,664)
    Adjustments to reconcile net loss to net cash provided by (used in)
       operating activities:
       Depreciation and amortization                                             496,217        609,036
       Non-cash interest                                                            --          289,139
       Deferred federal income taxes                                            (328,868)      (482,009)
       Changes in operating assets and liabilities (increase) decrease in:
            Accounts receivable                                                 (195,528)        29,802
            Inventory                                                             19,294        (18,354)
            Prepaid expenses                                                    (286,812)        44,073
            Other assets                                                         (49,077)       (60,166)
        Increase (decrease) in:
            Accounts payable                                                   1,075,173       (279,116)
            Other current liabilities                                           (427,860)      (421,050)
            Deferred franchise fee                                                68,000         31,500
                                                                             -----------    -----------

        NET CASH USED IN OPERATING ACTIVITIES                                   (267,849)    (1,192,809)

INVESTING ACTIVITIES
--------------------
    Purchase of fixed assets                                                    (342,492)      (231,141)
    Issuance of common stock                                                        --           19,500
    Legal fees associated with exchange of debt for equity                          --           (9,582)
                                                                             -----------    -----------

        NET CASH USED IN INVESTING ACTIVITIES                                   (342,494)      (221,223)

FINANCING ACTIVITIES
--------------------
    Proceeds from long-term debt, net of debt issue costs                        592,367      1,966,703
    Principal payments on long-term debt and capital lease obligations           (11,520)        (2,778)
                                                                             -----------    -----------

        NET CASH PROVIDED BY FINANCING ACTIVITIES                                580,847      1,963,925
                                                                             -----------    -----------

INCREASE (DECREASE) IN CASH                                                      (29,494)       549,893
        Cash at beginning of period                                               68,136         28,176
                                                                             -----------    -----------
        Cash at end of period                                                $    38,642    $   578,069
                                                                             -----------    -----------
</TABLE>

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

As a result of the Company's debt restructurings with Provident Bank, the
Company was not required to pay interest on $11,000,000 note payable to
Provident Bank for the period November 1, 1997 through October 31, 1998. The
computed interest cost for the six-month period ended June 30, 1998 was
$359,743.

The Company's loan agreement provides that interest on $6,572,366 of its notes
payable is to be paid by the issuance of PIK notes. The amount of such non-cash
interest for the six month period ended June 30, 1999 was $289,139.

See accompanying note to condensed consolidated financial statements.

                                       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 - Six-month and three-month periods ended June 30, 1998
and 1999



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. Certain items are shown as a percentage of restaurant revenue.

<TABLE>
<CAPTION>
                                           Six Months Ended     Three Months Ended
                                               June 30,              June 30,
                                           ----------------     ------------------
                                           1998        1999      1998        1999
                                           ----        ----      ----        ----
<S>                                        <C>         <C>       <C>         <C>
Revenue:
    Restaurant revenue                      91.6%       87.4%     90.2%       86.9%
    Restaurant royalties                     0.6         0.3       0.6         0.3
    Express royalties and fees               7.0        11.2       8.4        12.0
    Administrative fees and other             .8         1.1        .7         0.8
                                          ------      ------    ------      ------
                                           100.0       100.0     100.0       100.0
Restaurant operating expenses (1):
    Cost of revenue                         19.6        19.7      19.5        19.5
    Salaries and wages                      36.7        38.0      36.4        38.3
    Rent                                     9.8        10.2       9.6        10.2
    Advertising                              5.0         4.9       5.0         4.8
    Other                                   24.3        23.6      24.3        23.9
Depreciation and amortization                4.0         4.1       3.9         4.1
Express operating expense                    2.3         6.0       2.7         6.4
General and administrative                  12.0        10.4      11.8        10.2
Restructuring costs                            -           -         -           -
                                          ------      ------    ------      ------
        Operating loss                      (5.7)       (4.7)     (3.9)       (4.6)

Interest                                     5.1         6.5       5.3         7.1
                                          ------      ------    ------      ------

        Loss before income taxes           (10.8)      (11.2)     (9.1)      (11.7)

Income tax benefit                           3.7         3.8       3.1         4.0
                                          ------      ------    ------      ------

        Loss before extraordinary item      (7.1%)      (7.4%)    (6.0%)      (7.7%)
</TABLE>

(1)  As a percentage of restaurant revenue

Total revenue increased approximately $336 thousand and decreased approximatley
$27 thousand for the six-month period and three month period ended June 30, 1999
compared to the same periods in 1998. The primary reason for the increase was
the growth in revenue from the Express business offset slightly by a 1% same
store sales decrease in the full-service restaurants.

Express royalties and fees were approximately $1,418,373 and $762,590 for the
six month and three month periods ended June 30, 1999 compared to $861,217 and
$538,573 for the six month and three month periods ended June 30, 1998.
Franchising of Noble Roman's Pizza Express began in early 1997. At June 30,
1999, approximately 235 franchised Express units were open. Currently there are

                                       7
<PAGE>

approximately 266 such franchised units open and approximately 100 units sold to
be opened over the next several months. In addition, there are current
negotiations for a significant number of new units to be opened in 1999.

Cost of revenue as a percentage of restaurant revenue remained approximately the
same at 19.7% and 19.5% for the six month and three month periods ended June 30,
1999 compared to 19.6% and 19.5% for the six month and three month periods ended
June 30, 1998. Ingredient cost for the Company's products have remained about
the same, however, recently the price of cheese has been escalating.

Salaries and wages as a percentage of restaurant revenue were 38.0% and 38.3%
for the six and three month periods ended June 30, 1999 compared to 36.7% and
36.4% for the six month and three month periods ended June 30, 1998. The
increase was the result of wage rate increases due to increased competition for
restaurant employees.

Other restaurant expenses as a percentage of restaurant revenue were 23.6% and
23.9% for the six month and three month periods ended June 30, 1999 compared to
24.3% and 24.3% for the six month and three month periods ended June 30, 1998.
The decrease was primarily the result of an improvement in discount cost due to
management's decision to modify its coupon policy.

Express operating expenses were $762,932 and $406,452 for the six month and
three month periods ended June 30, 1999 compared to $281,681 and $172,962 for
the six month and three month periods ended June 30, 1998. This increase was a
result of the growth in number of franchised Express units and the Company's
decisionnal staff to be prepared for an accelerated rate of growth in the number
of new franchised units to be opened during the remainder of 1999.

General and administrative expenses as a percentage of total revenue was 10.4%
and 10.2% for the six month and three month periods ended June 30, 1999 compared
to 12.0% and 11.8% for the six month and three month periods ended June 30,
1998. This decrease is primarily attributable to the growth in revenue from the
Express business and reduced training cost as a result of greater management
stability in the full-service restaurants.

Interest expenses were $824,991 and $455,695 for the six month and three month
periods ended June 30, 1999 compared to $629,074 and $338,130 for the six month
and three month periods ended June 30, 1998. The reason for the increase was a
result of increased borrowings.

Net losses before extraordinary item were $935,664 and $493,049 for the six
month and three month periods ended June 30, 1999 compared to $875,819 and
$386,559 for the six month and three month periods ended June 30, 1998. The
slight increase in net loss before extraordinary item was the result of the
increased interest cost, increased salaries and wages in the full-service
restaurants mostly offset by the increased operating profit from the growth of
the Express business.

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

During 1995 and 1996, the Company attempted a major acquisition of a 187-unit
pizza restaurant chain operating in seven states in the Northeast as a part of a
strategic decision to acquire and consolidate other regional chains. For a
number of reasons this attempted acquisition failed, despite senior management
devoting substantially all of its attention to that attempt for a period of
almost 18 months. As the Company's focus was increasingly on the acquisition
transaction, the Company's primary market was, as a result of several
demographic/consumption trends, targeted for expansion by a large number of

                                       8
<PAGE>

mid-scale dining chains for expansion. The unemployment rates in the Company's
labor markets were approaching record lows and the Company's personnel were
aggressively recruited by others. Senior management, due to the acquisition
transaction, were unable to participate in daily operations during the period.

Because of the Company's dramatic turnover and its inability to stabilize
staffing levels through ordinary recruiting efforts, sales and margins declined.
The Company suffered serious losses and defaulted on its loan agreement with its
primary lender. Due to a lack of staffing and the Company's financial
difficulties, the Company closed 19 of its restaurants in May 1997 and launched
a turnaround strategy consisting of three primary elements:

   o   Negotiated a series of debt restructurings with its primary lender, The
       Provident Bank, whereby the Bank loaned the Company additional funds,
       converted a portion of its debt to equity and extended maturity of
       remaining debt.  The Company also obtained additional funding from
       various investors associated with the Geometry Group, New York, in the
       form of convertible participating income notes which may, at the option
       of the investors, be converted to equity April 15, 2003.

   o   Restructured the Company's executive staff including the appointment of
       Scott Mobley as President, Wade Shanower as Vice President of Operations,
       Troy Branson as Vice President of Franchising, Art Mancino as Vice
       President of Development and Dan Hutchison as Chief Financial Officer.

   o   Began franchising Noble Roman's Pizza Express for non-traditional
       locations such as convenience stores, grocery stores, truck stops, travel
       centers, universities, bowling centers and to other traditional
       restaurants as a Co-Brand.

On April 30, 1999, the Company obtained $2,235,600 in additional funding from
various investors associated with The Geometry Group based in New York City, who
purchased participating income notes of the Company (the "Participating Notes")
and warrants to purchase at any time prior to December 31, 2001 an aggregate of
275,000 shares of the Company's common stock at a price of $.01 per share. The
Participating Notes mature on April 15, 2003 and are payable at that time, at
the option of each investor, in cash, in shares of the Company's common stock
based on a conversion price of $1.375 per share or in a combination thereof.
Interest on the Participating Notes accrues at a rate per annum equal to each
investor's pro rata share of the Company's revenues associated with the
Company's Pizza Express. Such interest is payable in cash monthly, provided,
however, that to the extent that the interest otherwise payable to an investor
would exceed such investor's pro rata share of the sum of $33,534, all interest
in excess of such amount shall be paid in the form of a PIK Note of the Company.
Each PIK Note matures on April 15, 2003 and, similar to the Participating Notes,
is payable at that time, at the option of each investor, in cash, in shares of
the Company's common stock based on a conversion price of $1.375 per share or in
a combination thereof.

As a result of the Company's debt restructuring, the exchange of debt for
equity, and the $2.2 million investment on April 30, 1999 by various funds
associated with The Geometry Group, New York in the form of convertible
participating income notes, the Company believes it will have sufficient cash
flow to meet its obligations and to carry out its current business plan.
Currently, the Company anticipates that its capital expenditures for 1999 will
be approximately $500 thousand primarily for improvements to its existing
full-service restaurants.

                                       9
<PAGE>

The Company is currently assessing its preparedness for year 2000 as it relates
to its information systems. Teen working with outside advisors to update or
replace various systems so all information system software will be year 2000
compliant by the end of the third quarter 1999. Although there can be no
assurance, management anticipates that issues related to year 2000 will have no
material effect on the business, the results of operations or on the Company's
financial condition.

                          PART II - OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS.

    The Company is involved in various litigation relating to the claims arising
    out of its normal business operations and relating to restaurant facilities
    closed in 1997. 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 statement.

    Legal proceedings against the Company include REH Acquisition, Ltd. ("REH")
    versus Noble Roman's, Inc. and The Provident Bank., filed July 20, 1998 in
    the United States District Court for the Southern District of New York. The
    complaint alleges that the Company breached agreements entered into with the
    Plaintiff to seek to fund and restructure the Company's bank debt. The
    Company has denied liability and will defend vigorously. The Company has
    filed a counter-claim against REH and Elliott and Robert Herskowitz,
    individually, for false and malicious misrepresentations seeking actual and
    punitive damages against each of them.


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


                                       10
<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: August 23, 1999                   -------------------------------------
      ---------------                   Paul W. Mobley, Chairman of the Board


                                        /s/ Dan P. Hutchison
Date: August 23, 1999                   -------------------------------------
      ---------------                   Dan P. Hutchison
                                        Chief Financial Officer




                                       11