07/11/00
                          AMENDED AND RESTATED BY-LAWS
                                       OF
                                 PIZZA INN, INC.

                           (AS AMENDED JULY 11, 2000)

                               ARTICLE I - OFFICE
                               ------------------


     The  principal  office of the Corporation shall be located in the County of
Dallas,  Texas.  The  Corporation  may  have  offices at such other places, both
within  and  without  the  State of Missouri, as the Board of Directors may from
time  to  time  designate.

                                ARTICLE II - SEAL
                                -----------------


     The  corporate  seal  shall  have  inscribed  thereon  the  name  of  the
Corporation.


                       ARTICLE III - SHAREHOLDERS' MEETING
                       -----------------------------------


     Section  1.  Place  of  Meeting.  All meetings of the shareholders shall be
     -------------------------------
held  at  such  location,  either  within  or  without the State of Missouri, as
designated,  from  time  to  time,  by  a  majority  of  the Board of Directors.


     Section  2.  Annual  Meeting.  The  annual  meeting  of  the  shareholders,
     ----------------------------
commencing  with  the  year  1992, shall be held on Wednesday of the second full
     -
calendar  week  of  December  of  each  year  at  10:00  a.m.,  or any other day
determined  by  the Board of Directors within sixty (60) calendar days before or
after  such date, when the shareholders shall conduct business as shall properly
come before the meeting.  It is expressly provided in Article IV hereof that the
Board  of Directors is divided into two classes, Class I Directors consisting of
four  (4) Directors who shall hold office for two (2) years from election at the
annual meeting of the shareholders in 1992, and Class II Directors consisting of
three  (3)  Directors  who  shall  hold  office  until  the  annual  meeting  of
shareholders in 1993.  Commencing with the annual meeting of shareholder in 1992
and  1993,  the  shareholders  shall  elect  members  to  Class  I and Class II,
respectively,  to  serve for their respective two (2) year terms and until their
successors  are  duly elected or chosen and qualify.  Vacancies occurring on the
Board  of Directors shall be filled in accordance with the provision hereinafter
set  forth  in  Section  3  of  Article  IV  hereof.


     Section  3.  Quorum.  The  holders  of  a  majority of the stock issued and
     -------------------
outstanding entitled to vote at any meeting, present in person or represented by
proxy,  shall  be requisite and shall constitute a quorum at all meetings of the
shareholders  for  the  transaction of business, except as otherwise provided by
express  provision  of  the  statutes, the Articles of Incorporation or by these
By-laws.


     Section 4.  Voting.  At each meeting of the shareholders, every shareholder
     ------------------
entitled  to  vote  at  any  meeting  shall be entitled to vote in person, or by
proxy,  appointed by an instrument in writing subscribed by such shareholder, or
by  his  duly  authorized  attorney-in-fact, and he shall have one vote for each
share of stock registered in his name at the time of the closing of the transfer
books  for  said  meeting.  The  vote  of the holders of a majority of the stock
having voting power, present in person or represented by proxy, shall decide any
question  brought  before such meeting, unless the question is one upon which by
express  provision  of  the  statutes,  the  Articles  of Incorporation or these
By-laws,  a  different  vote  is required, in which case, such express provision
shall  govern  and  control  the  decision  of  such  questions.

<PAGE>

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     Section  5.  Cumulative  Voting.  In  all  elections  for  Directors, every
     -------------------------------
holder of voting shares shall have the right to vote, in person, or by proxy, or
by  his  duly authorized attorney-in-fact, the number of shares owned by him for
as many persons as there are Directors to be elected, or to cumulate said voting
shares,  and  give  one  candidate  as  many  votes  as the number of Directors,
multiplied by the number of his voting shares, shall equal or to distribute them
on  the  same  principle  among  any  number  of candidates as he shall see fit.


     Section  6.  Notice  of  Meeting.  Notice  of any special or annual meeting
     --------------------------------
shall  be  served  personally  on  each  shareholder  or shall be mailed to each
shareholder  at such address as appears on the stock book of the Corporation not
less  than  ten  (10)  days  nor  more than sixty (60) days before such meeting.
Service  or mailing of such notice shall be made by the Secretary.  In addition,
such  published  notice  shall  be  given as required by law.  The notice of any
special  meeting  shall  state  the purpose or purposes of the proposed meeting.


     Section 7.  Special Meetings.  Special meetings of the shareholders for any
     ----------------------------
purpose or purposes may be called by the Chief Executive Officer or by the Board
of  Directors,  or  by  the  Secretary at the request in writing by shareholders
owning  at  least  one-third  (1/3) in amount of the entire capital stock of the
Corporation  issued  and  outstanding.


     Section  8.  Waiver  of  Notice.  Any  shareholder  may waive notice of any
     -------------------------------
meeting  of  the  shareholders,  by  a  writing  signed  by  him, or by his duly
authorized attorney-in-fact, either before or after the time of such meeting.  A
copy  of  such waiver shall be entered in the minutes, and shall be deemed to be
the  notice  required  by  law  or by these By-laws.  Any shareholder present in
person,  represented  by  proxy  or  represented  by  his  duly  authorized
attorney-in-fact,  at  any  meeting of the shareholders, shall be deemed to have
thereby  waived  notice  of  such  meeting, except where a shareholder attends a
meeting  for the express purpose of objecting to the transaction of any business
because  the  meeting  is  not  lawfully  called  or  convened.


     Section  9.  Informal  Action  by  Shareholders.  Whenever  the  vote  of
     -----------------------------------------------
shareholders  at  a  meeting  thereof  is  required  or permitted to be taken in
     ---
connection  with  any  corporate  action  by any provisions of the statutes, the
     -
Articles  of Incorporation or these By-laws, the meeting, any notice thereof and
vote  of  shareholders thereat may be dispensed with if all the shareholders who
would  have  been  entitled  to vote upon the action, if such meeting were held,
shall  consent  in  writing to such corporate action being taken.  Such consents
shall  have the same force and effect as a unanimous vote of the shareholders at
a  meeting  duly held, and may be stated as such  in any certificate or document
filed  under the statutes of Missouri.  Such written consent shall be filed with
the  minutes  of  shareholders'  meetings.


     Section  10.  Shareholders  Entitled  to  Vote.  The Board of Directors may
     ----------------------------------------------
prescribe  a  period  not  exceeding sixty (60) days prior to any meeting of the
shareholders  during  which no transfer of stock on the books of the Corporation
may be made.  The Board of Directors may fix a day not more than sixty (60) days
prior  to  the holding of any meeting of the shareholders as the day as of which
shareholders  are  entitled  to  notice  of  and  to  vote  at  such  meeting.


     Section  11.  Organization.  The Chairman of the Board, and in his absence,
     --------------------------
the  Chief  Executive  Officer,  and  in  his absence, the President, and in the
absence of the Chairman of the Board, the Chief Executive Officer, the President
and  all  the  Vice  Presidents,  a  chairman pro tem chosen by the shareholders
present, shall preside at such meeting of shareholders and shall act as chairman
thereof.  The Secretary, and in his absence the Assistant Secretary, a Secretary
pro  tem  chosen  by  the  shareholders  present,  shall act as secretary of all
meetings  of  the  shareholders.


     Section  12.  Adjournment.  If at any meeting of the shareholders, a quorum
     -------------------------
shall  fail to attend at the time and place for which the meeting was called, or
if the business of such meeting shall not be completed, the shareholders present
in  person,  represented  by  proxy may, by a majority vote, adjourn the meeting
from  day  to day or from time to time, not exceeding ninety (90) days from such
adjournment  without  further notice until a quorum shall attend or the business
thereof  shall be completed.  At any such adjourned meeting, any business may be
transacted which might have been transacted at the meeting as originally called.

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ARTICLE  IV  -  DIRECTORS
-------------------------


     Section  1.  Number  and  Election.  The  number  of  Directors  of  the
     ----------------------------------
Corporation  to  constitute  the  Board  of  Directors shall be seven (7).  Each
     -----
Director  shall hold office until such Director's successor has been elected and
has  qualified,  or  until  such Director's death, retirement, disqualification,
resignation  or  removal.


     Section  2.  Classes,  Election  and Term.  The Board of Directors shall be
     -----------------------------------------
and  is  divided into two (2) classes, designated Class I and Class II.  Class I
Directors  shall consist of four (4) Directors who shall hold for office two (2)
years from election at the annual meeting of the shareholders in 1992, and Class
II  shall  consist of three (3) Directors who shall hold office until the annual
meeting  of  shareholders  in  1993.  Commencing  with  the  annual  meeting  of
shareholders  in  1992 and 1993, the shareholders shall elect members to Class I
and Class II, respectively, to serve for their respective two (2) year terms and
until  their  successors  are  duly  elected  or chosen and qualified. Vacancies
occurring  on  the  Board  of  Directors  shall be filled in accordance with the
provision  hereinafter  set  forth  in  Section  3  of  Article  IV  hereof.


     Section  3.  Vacancies.  Any vacancy on the Board of Directors arising from
     ----------------------
the  death, resignation, retirement, disqualification, or removal from office of
one  or  more  Directors,  may be filled by a majority of the Board of Directors
then  in  office,  although less than a quorum, or by a sole remaining Director.
Any  Director  elected  to  fill a vacancy shall have the same remaining term as
that  of  his  or  her  predecessor.


     Section  4.  Powers of the Board.  The business of the Corporation shall be
     --------------------------------
managed  by  its  Board  of Directors, which may exercise all such powers of the
Corporation, and do all such lawful acts and things as are not by statute, or by
the  Articles  of Incorporation, or by these By-laws, directed or required to be
exercised  or  done  by  the  shareholders.


     Section  5.  Removal  of Directors.  Except as otherwise expressly provided
     ----------------------------------
in  the  Articles  of  Incorporation, the shareholders shall have the power by a
vote  of the holders of a majority of the seventy-five percent (75%) shares then
entitled to vote at an election of Directors at any meeting expressly called for
that  purpose,  to  remove any Director from office with or without cause.  Such
meeting  shall  be held at the registered office or principal business office of
the  Corporation  in  the  State  of  Texas  or at such other location within or
without  the States of Missouri or Texas, as directed, from time to time, by the
Board  of  Directors.  If less than the entire Board is to be removed, no one of
the  Directors  may  be  removed  if the votes cast against his removal would be
sufficient to elect him, if then cumulatively voted at an election of the entire
Board  of  Directors.


     ARTICLE  V  -  MEETINGS  OF  THE  BOARD
     ---------------------------------------


     Section  1.  Place  of Meetings.  Meetings of the Board of Directors of the
     -------------------------------
Corporation, both regular and special, may be held at any place either within or
without  the  State  of  Missouri.  Members  of the Board of Directors or of any
committee  designated  by the Board of Directors may participate in a meeting of
the  Board  or  committee  by  means  of  conference  telephone  or  similar
communications  equipment,  whereby all persons participating in the meeting can
hear  each other, and participation in a meeting in this manner shall constitute
presence  in  person  at  the  meeting.
Section 2.  Regular Meetings.  Regular meetings of the Board of Directors may be
----------------------------
held  at  such  time  and  place as shall from time to time be determined by the
Board.


     Section  3.  Notice  of  Regular  Meetings.  After  the  time  and place of
     ------------------------------------------
regular  meetings  shall have been determined, no notice of any regular meetings
     -
need  be  given.  Notice  of  any  change  in  the  place of holding any regular
meeting,  or  any  adjournment  of  a  regular  meeting, shall be given by mail,
telegram, or telephone not less than forty-eight (48) hours before such meeting,
to  all  Directors  who  were  absent  at  the  time  such  action  was  taken.


     Section  4.  Special  Meetings.  Special  meetings  of  the  Board, for any
     ------------------------------
purpose, may be called by the Chairman of the Board on three (3) days' notice to
each Director, either personally, by mail or by telegram.  Upon like notice, the
Secretary  of  the  Corporation,  upon  the written request of a majority of the
Directors,  shall call a special meeting of the Board.  Such request shall state
the  purpose  or  purposes  of  the  proposed  meeting.  The officer calling the
special  meeting  may  designate  the  place  for  holding  same.


     Section  5.  Quorum.  At  all  meetings  of  the  Board,  a majority of the
     -------------------
Directors  entitled  to  vote  shall  constitute a quorum for the transaction of
     -
business,  and  the  act  of  a  majority  of the Directors so entitled to vote,
present at any meeting at which there is a quorum, shall be the act of the Board
of  Directors,  except  where  otherwise provided by statute, by the Articles of
Incorporation  or  by  these  By-laws.  If  a quorum shall not be present at any
meeting  of  the  Board  of  Directors,  the  Directors entitled to vote present
thereat  may  adjourn  the meeting, from time to time, without notice other than
announcement,  at the meeting that the meeting is adjourned until a quorum shall
be  present.


     Section 6.  Waiver of Notice.  Any Director may waive notice of any meeting
     ----------------------------
of the Board by a writing signed by him, either before or after the time of such
meeting.  A  copy  of  such  waiver shall be entered in the minutes and shall be
deemed  to  be the notice required by statute or by these By-laws.  Any Director
present in person, or by means of conference telephone or similar communications
equipment,  at  any meeting of the Board, shall be deemed to have thereby waived
notice  of  such  meeting,  except  where  a  Director attends a meeting for the
express  purpose  of  objecting  to  the transaction of any business because the
meeting  is  not  lawfully  called  or  convened.


     Section 7.  Informal Meetings.  Whenever the vote of Directors at a meeting
     -----------------------------
thereof  is  required  or permitted to be taken in connection with any corporate
action  by  any  provisions of the statutes or of the Articles of Incorporation,
the meeting, any notice thereof, and vote of Directors thereat, may be dispensed
with  if all the Directors who would have been entitled to vote upon the action,
if  such  meeting  were  held, shall consent in writing to such corporate action
being  taken. Such written consent shall be filed with the minutes of the Board.


     Section  8.  Organization.  The  Chairman of the Board, and in his absence,
     -------------------------
the  Chief  Executive  Officer,  and  in  his absence, the President, and in the
absence of the Chairman of the Board, the Chief Executive Officer, the President
and all the Vice Presidents, a chairman pro tem chosen by the Directors present,
shall  preside  at  each  meeting  of  the  Directors  and shall act as Chairman
thereof.  The Secretary, and in his absence, the Assistant Secretary, and in his
absence  a  secretary  pro  tem  chosen  by  the Directors present, shall act as
Secretary  of  all  meetings  of  the  Directors.


     Section  9.  Minutes and Statements.  The Board of Directors shall cause to
     -----------------------------------
be  kept a complete record of their meetings and acts, and of the proceedings of
the  shareholders.


<PAGE>
     ARTICLE  VI  -  OFFICERS
     ------------------------

     Section 1.  Officers.  The officers of this Corporation shall be a Chairman
     --------------------
of  the  Board,  any number of Vice Chairmen (who may be specifically designated
with  a descriptive title), a President, one or more Vice Presidents (any one of
whom may be specifically designated or Senior Vice President, or some particular
phrase descriptive of a portion of the Corporation's business), a Secretary, one
or  more  assistant Secretaries, and a Treasurer, all of whom shall be chosen by
the  Board  of  Directors.  Any  person may hold two or more offices, except the
offices  of  President  and  Secretary.


     Section  2.  Subordinate  Officers  and Employees.   The Board of Directors
     -------------------------------------------------
may  appoint such other officers and agents, as it may deem necessary, who shall
hold  their  offices  for such terms, and shall exercise such powers and perform
such  duties,  as  shall  be  determined  from  time  to  time  by  the  Board.


     Section 3.  Compensation.  The Board of Directors shall, from time to time,
     ------------------------
in  its  discretion,  fix  or  alter  the  compensation of any officer or agent.


     Section  4.  Tenure of Office and Removal.  The officers of the Corporation
     -----------------------------------------
shall  hold  office until their successors are chosen and qualify.  Any officer,
elected or appointed by the Board of Directors may be removed at any time by the
affirmative vote of the Board of Directors.  Any vacancy occurring in any office
of  the  Corporation  shall  be  filled  by  the  Board  of  Directors.


     Section 5.  Chairman of the Board.  The Chairman of the Board shall preside
     ---------------------------------
at  all  meetings  of the shareholders and the Directors.  He shall perform such
other duties and have such other powers as the Board of Directors may, from time
to  time,  prescribe.


     Section  6.  Vice  Chairman.  The  Vice  Chairman, if any, in such order as
     ---------------------------
designated by the Board of Directors, shall, in the absence or disability of the
Chairman,  perform  the duties and exercise the powers of the Chairman and shall
perform  such  other duties and have such other powers as the Board of Directors
or  the  Chairman  may,  from  time  to  time,  prescribe.



<PAGE>
     Section  7.  Chief Executive Officer.  The Chief Executive Officer shall be
     ------------------------------------
the  ranking  chief  executive  officer  of  the  Company,  shall  have  general
supervision  of  the  affairs  of  the Company and general control of all of its
business  and shall see that all orders and resolutions of the Board are carried
into  effect.  The Chief Executive Officer may delegate all or any of his powers
or  duties  to the president, if and to the extent deemed by the Chief Executive
Officer  to  be  desirable  or  appropriate.

     Section  8.  President.  The President shall be the chief operating officer
     ----------------------
of  the  Company  and  shall,  subject to the supervision of the Chief Executive
Officer  and  the  Board,  have general management and control of the day-to-day
business  operations of the Company.  The President shall put into operation the
business  policies  of  the Company as determined by the Chief Executive Officer
and  the  Board  and  as communicated to him by such officer and bodies.  In the
absence  of  the  Chief  Executive  Officer  or in the event of his inability or
refusal  to  act, the President shall perform the duties and exercise the powers
of  the  Chairman  of  the  Board.

     Section  9.  Vice Presidents.  The Vice Presidents, in the order designated
     ----------------------------
by the Board of Directors, shall, in the absence or disability of the President,
perform  the  duties  and exercise the powers of the President and shall perform
such  other  duties  and have such other powers as the Board of Directors or the
President  may,  from  time  to  time,  prescribe.


     Section  10.  Secretary.  The  Secretary  shall  attend all meetings of the
     -----------------------
shareholders  of the Corporation and of the Board of Directors, and shall record
all  of  the proceedings of such meetings in minute books kept for that purpose.
He  shall  keep  in  safe  custody the corporate seal of the Corporation, and is
authorized  to  affix  the  same  to all instruments requiring the Corporation's
seal.  He  shall have charge of the corporate records, and, except to the extent
authority  may  be conferred upon any transfer agent or registrar duly appointed
by  the  Board of Directors, he shall maintain the Corporation's books and stock
ledgers, and such other books, records and papers as the Board of Directors may,
from  time  to  time, entrust to him.  He shall give or cause to be given proper
notice of all meetings of shareholders and Directors, as required by law and the
By-laws,  and  shall,  with  the  President, or a Vice President, sign the stock
certificates  of  the  Corporation,  and shall perform such other duties as may,
from  time  to  time,  be prescribed by the Board of Directors or the President.


     Section  11.  Assistant  Secretary.  Each  Assistant Secretary shall assist
     ----------------------------------
the Secretary in the performance of his duties, and may at any time, perform any
of  the  duties of the Secretary; in case of the death, resignation, absence, or
disability  of  the Secretary, the duties of the Secretary shall be performed by
an  Assistant  Secretary,  and  each  Assistant  Secretary shall have such other
powers  and  perform such other duties as, from time to time, may be assigned to
him  by  the  Board  of  Directors.


     Section  12.  Treasurer.  The  Treasurer  shall  have  the  custody  of the
     -----------------------
corporate  funds  and  securities,  and shall keep full and accurate accounts of
     -
receipts  and  disbursements  in  books  belonging to the Corporation, and shall
deposit  all  monies and other valuable effects in the name and to the credit of
the  Corporation,  in  such  depositories  as  may be designated by the Board of
Directors.  He  shall  deposit the funds of the Corporation in such depositories
as  may be designated by the Board of Directors.  He shall disburse the funds of
the Corporation, as may be ordered by the Board, taking proper vouchers for such
disbursements,  and  shall  render to the President and Directors at the regular
meetings  of  the  Board, or whenever they may require it, an account of all his
transactions  as  Treasurer,  and of the financial condition of the Corporation.


     ARTICLE  VII  -  RESIGNATIONS
     -----------------------------


     Any Director or officer may resign his office at any time, such resignation
to  be  made  in  writing and to take effect from the time of its receipt by the
Corporation,  unless  some  time be fixed in the resignation, and then from that
time.  The  acceptance  of  a  resignation  shall  not  be  required  to make it
effective.



<PAGE>
               ARTICLE VIII - CERTIFICATES OF STOCK AND TRANSFERS
               --------------------------------------------------


     Section  1.  Form  and  Execution of Certificates.  Each shareholder of the
     -------------------------------------------------
Corporation,  whose stock has been paid for in full, shall be entitled to have a
certificate  or  certificates  certifying  the  number of shares of stock of the
Corporation  owned  by  him.  The  certificates  of  stock shall be numbered and
registered  as  they  are  issued.  They shall exhibit the holder's name and the
number  of  shares,  and shall be signed by the Chairman of the Board, the Chief
Executive Officer, the President or the Vice President, and the Secretary or the
Assistant  Secretary,  and  have  affixed  to  them the seal of the Corporation.


     Section  2.  Restricted  Stock.  The  Corporation shall, at all times, have
     ------------------------------
the  authority  and  discretion to place a restrictive legend on those shares of
stock  which  may  not be transferred pursuant to the various federal, state and
local  securities  laws,  rules  and  regulations.


     Section  3.  Transfer  of  Stock.  Shares  of  nonrestricted  stock  may be
     --------------------------------
transferred  by  endorsement  thereon  of  the  signature of the proprietor, his
     -
agent,  attorney or legal representative, and such guaranties as may be required
by  the  Transfer  Agent and Registrar, and the delivery of the certificate; but
such  transfer  shall  not be valid against the Corporation until the same is so
entered  on  the books of the Corporation and the old certificate is surrendered
for  cancellation.


     Section  4.  Registered Shareholders.  The Corporation shall be entitled to
     ------------------------------------
treat  the registered holder of any share or shares of stock, whose name appears
on  its books as the owner or holder thereof, as the absolute owner of all legal
and equitable interest therein, for all purposes and (except as may be otherwise
provided by law) shall not be bound to recognize any equitable or other claim to
or  interest in such shares of stock on the part of any other person, regardless
of  whether  or  not  it  shall  have  actual or implied notice of such claim or
interest.


     Section 5. Closing of Stock Transfer Books - Fixing Record Date.  The Board
     ---------------------------------------------------------------
of  Directors  shall  have  power  to  close  the  stock  transfer  books of the
Corporation for a period not exceeding sixty (60) days preceding the date of any
meeting  of  shareholders,  or the date for payment of any dividend, or the date
for  the  allotment  of  rights,  or  the  date  when any change, conversion, or
exchange  of capital stock shall go into effect; provided, however, that in lieu
of  closing  the  stock  transfer books as aforesaid, the Board of Directors may
fix,  in advance, a date not exceeding sixty (60) days preceding the date of any
meeting of shareholders, or the date of the payment of any dividend, or the date
for  the  allotment  of  rights,  or  the  date  when any change, conversion, or
exchange  of  capital  stock  shall  go  into  effect,  as a record date for the
determination of the shareholders entitled to notice of, and to vote at any such
meeting  and any adjournment thereof, or entitled to receive payment of any such
dividend,  or  to  any  such  allotment  of rights, or to exercise the rights in
respect of any such change, conversion or exchange of capital stock, and in such
case  such  shareholders,  and  only  such  shareholders who are shareholders of
record on the date so fixed, shall be entitled to notice of, and to vote at such
meeting  and any adjournment thereof, or to receive payment of such dividend, or
to receive such allotment of rights, or to exercise such rights, as the case may
be,  notwithstanding  any  transfer of any stock on the books of the Corporation
after  any  such record date fixed as aforesaid.  If the Board of Directors does
not  close  the transfer books or set a record date for the determination of the
shareholders  entitled  to notice of, and to vote at, a meeting of shareholders,
only the shareholders who are shareholders of record at the close of business on
the  twentieth day preceding the date of the meeting shall be entitled to notice
of,  and  to  vote  at,  the meeting, and any adjournment of the meeting, except
that,  if  prior  to  the  meeting  written waivers of notice of the meeting are
signed  and delivered to the Corporation by all of the shareholders of record at
the  time the meeting is convened, only the shareholders who are shareholders of
record  at  the  time  the  meeting is convened shall be entitled to vote at the
meeting,  and  any  adjournment  of  the  meeting.


<PAGE>
     Section  6.  Lost  Certificates.  The  Board  of Directors may direct a new
     -------------------------------
certificate  or  certificates  to  be  issued  in  place  of  any certificate or
certificates  theretofore issued by the Corporation alleged to have been lost or
destroyed,  upon  the making of an affidavit of that fact by the person claiming
the  certificate  of  stock  to be lost or destroyed and the Board may adopt and
approve  a Comprehensive Bond offered by the Transfer Agent and Registrar.  When
authorizing  such  issue  of  a  new  certificate  or certificates, the Board of
Directors  or  the Transfer Agent and Registrant may, in its discretion and as a
condition  precedent  to the issuance thereof, require the owner of such lost or
destroyed  certificate or certificates or his legal representative, to advertise
the  same  in  such manner as it shall require, and/or to give the Corporation a
bond  in  such  sum  as it may direct as indemnity against any claim that may be
made  against  the  Corporation  with respect to the certificate alleged to have
been  lost  or  destroyed.


                     ARTICLE IX - DEALINGS WITH COMPANIES IN
                     ---------------------------------------
                      WHICH DIRECTORS MAY HAVE AN INTEREST
                      ------------------------------------


     Inasmuch  as  the  Directors  of  this Corporation are or may be persons of
diversified  business  interests,  and  are  likely  to  be connected with other
corporations  with  which  from  time to time this Corporation may have business
dealings,  no  contract  or  other  transaction between this Corporation and any
other  corporation  shall  be  affected  by  the  fact  that  Directors  of this
Corporation  are  interested  in,  or  are  directors  or officers of such other
corporation.

                      ARTICLE X - MISCELLANEOUS PROVISIONS
                      ------------------------------------


     Section  1.  Fiscal  Year.  The  fiscal  year  of  the Corporation shall be
     -------------------------
determined  by  the  Board  of  Directors.


     Section  2.  Inspection of Books.  The Directors shall determine, from time
     --------------------------------
to  time,  whether,  and  if  allowed,  when  and  under  what  conditions  and
regulations,  the  accounts  and books of the Corporation (except such as may by
statute  be  specifically  open  to inspection) or any of them, shall be open to
inspection  of  the shareholders, and shareholders' rights, in this respect, are
and  shall  be  restricted  and  limited  accordingly.


     Section  3.  Checks  and Notes.  All checks and drafts on the Corporation's
     ------------------------------
bank  accounts,  and  all  bills  of  exchange  and  promissory  notes,  and all
acceptances,  obligations  and other instruments for the payment of money, shall
be signed by such officer or officers, or agent or agents, as shall be thereunto
duly  authorized,  from  time to time, by the Board of Directors; provided, that
checks  drawn  on  the Corporation's payroll, dividend and special accounts, may
bear  the  facsimile signatures, affixed thereto by a mechanical devise, of such
officers  or  agents  as  the  Board  of  Directors  may  authorize.


     Section  4.  Dividends.  The  Board  of  Directors  shall  declare  such
     ----------------------
dividends,  as  they  in their discretion see fit, whenever the condition of the
     ----
Corporation,  in  their  opinion, shall warrant the same.  The Board may declare
dividends  in  cash,  in  property  or  in  capital  stock.



<PAGE>
     Section  5.  Notices.  Whenever,  under  the  provisions  of these By-laws,
     --------------------
notice is required to be given to any Director, officer or shareholder, it shall
not  be  construed  to  mean  personal  notice,  but such notice may be given in
writing  by  depositing  the same in the post office or letter box, in a postage
paid  sealed  wrapper addressed to such shareholder, officer or Director at such
address  as  appears on the records of the Corporation, and such notice shall be
deemed  to  be  given  at  the  time  when  the  same  shall  be  thus  mailed.


     Section  6.  Plan  of  Reorganization.  The  term  "Plan of Reorganization"
     -------------------------------------
shall  mean  the  Debtors' Second Amended Joint Plan of Reorganization, together
with  any  modifications  thereto  as  may  be  filed  by  the  debtors  and
debtors-in-possession,  in  the  United States Bankruptcy Court for the Northern
District  of  Texas, Dallas Division, in the following Chapter 11 reorganization
cases:  In  Re:  Pizza  Inn,  Inc.  f/k/a  PZ  Acquico,  Inc.,  Debtor, Case No.
389-35942-HCA-11;  In  Re:  Memphis  Pizza  Inns,  Inc.,  Debtor,  Case  No.
389-35944-HCA-11;  and  In  Re:  Pantera's  Corporation,  Debtor,  Case  No.
389-35943-HCA-11,  as  approved  by  the  Bankruptcy  Court.


             ARTICLE XI - INDEMNIFICATION OF OFFICERS AND DIRECTORS
             ------------------------------------------------------
                   AGAINST LIABILITIES AND EXPENSE IN ACTIONS
                   ------------------------------------------


     1.     Indemnification  with  Respect  to  Third  Party  Actions.  The
            ---------------------------------------------------------
Corporation  shall  indemnify any person who was or is a party, or is threatened
to  be  made  a  party  to  any threatened, pending or completed action, suit or
proceedings,  whether  civil,  criminal,  administrative or investigative (other
than  an  action  by  or in the right of this Corporation) by reason of the fact
that he is or was a director, officer, employee or agent of this Corporation, or
is  or  was  serving  at the request of this Corporation as a director, officer,
employee,  partner,  trustee or agent of another corporation, partnership, joint
venture,  trust  or  other  enterprise,  against  expenses (including attorneys'
fees),  judgments,  fines,  taxes  and  amounts paid in settlement, actually and
reasonably  incurred  by him in connection with such action, suit or proceeding,
if he acted in good faith and in a manner he reasonably believed to be in or not
opposed  to  the  best  interests  of this Corporation, and, with respect to any
criminal  action  or  proceeding, had no reasonable cause to believe his conduct
was  unlawful.  The  termination  of any action, suit or proceeding by judgment,
order,  settlement,  conviction,  or  upon  a  plea  of  nolo  contendere or its
                                                         ----------------
equivalent,  shall  not, of itself, create a presumption that the person did not
act  in  good faith and in a manner which he reasonably believed to be in or not
opposed  to  the  best  interests  of this Corporation, and, with respect to any
criminal  action or proceeding, that he had reasonable cause to believe that his
conduct  was  unlawful.



<PAGE>
     2.     Indemnification  with  Respect  to Actions by or in the Right of the
            --------------------------------------------------------------------
Corporation.  This Corporation shall indemnify any person who was or is a party,
  ---------
or  is  threatened  to  be  made a party to any threatened, pending or completed
action, suit by or in the right of this Corporation to procure a judgment in its
favor  by  reason of the fact that he is or was a director, officer, employee or
agent  of  this  Corporation,  or  is  or  was  serving  at  the request of this
Corporation  as  a  director,  officer,  employee,  partner, trustee or agent of
another  corporation,  partnership,  joint  venture,  trust  or other enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
him  in  connection with the defense or settlement of such action or suit, if he
acted  in  good  faith  and  in  a manner he reasonably believed to be in or not
opposed  to  the  best  interests  of  this  Corporation,  except  that  no
indemnification  shall  be made in respect of any claim, issue or matter if such
person shall have been adjudged to be liable for negligence or misconduct in the
performance  of  his duty to the Corporation, unless and only to the extent that
the  court  in  which  such  action  or  suit  was brought, shall determine upon
application  that, despite the adjudication of liability, but in view of all the
circumstances  of  the  case,  such  person is fairly and reasonably entitled to
indemnity  for  such  expenses  which  the  court  shall  deem  proper.  Any
indemnification  under this Article XI (unless ordered by a court) shall be made
by  this  Corporation  only  as  authorized  in  the  specific  instance  upon a
determination  that indemnification of the director, officer, employee, partner,
trustee  or  agent  is  proper  in  the  circumstances  because  he  has met the
applicable standard of conduct set forth in this Article XI.  Such determination
shall  be  made  (1)  by  the  Board of Directors by a majority vote of a quorum
consisting of Directors who were not parties to such action, suit or proceeding,
or  (2)  if  such  quorum is not obtainable, or, even if obtainable, a quorum of
disinterested  Directors  so  directs, by independent legal counsel in a written
opinion,  or  (3)  by the shareholders.  To the extent that a director, officer,
employee  or  agent  of  the  Corporation  has  been successful on the merits or
otherwise  in  defense  of  any  action, suit, or proceeding referred to in this
Article  XI,  or  in  defense of any claim, issue or matter therein, he shall be
indemnified  against  expenses  (including  attorneys'  fees),  actually  and
reasonably  incurred by him, in connection with the action, suit, or proceeding.


     3.     Payment  of  Expenses in Advance of Disposition of Action.  Expenses
            ---------------------------------------------------------
incurred  in  defending any actual or threatened civil or criminal action, suit,
or  proceeding  may  be  paid  by  this  Corporation  in  advance  of  the final
disposition  of  such action, suit, or proceeding, as authorized by the Board of
Directors  in  the  specific  instance  upon  receipt of an undertaking by or on
behalf  of  the  director, officer, employee, partner, trustee or agent to repay
such  amount, unless it shall be ultimately determined that he is entitled to be
indemnified  by  the  Corporation  as  authorized  in  this  Article  XI.


     4.     Indemnification  Provided  in  this  Article  Non-Exclusive.  The
            -----------------------------------------------------------
indemnification provided in this Article XI shall not be deemed exclusive of any
other  rights  to  which those seeking indemnification may be entitled under any
By-law, agreement, vote of shareholders or disinterested Directors or otherwise,
both  as to action in his official capacity while holding such office, and shall
continue  as  to  a  person  who has ceased to be a director, officer, employee,
partner, trustee or agent and shall inure to the benefit of the heirs, executors
and  administrator  of  such  a  person.


     5.     Definition  of  "Corporation".  For the purposes of this Article XI,
            -----------------------------
references  to  this "Corporation" include all constituent corporations absorbed
in  a consolidation or merger, as well as the resulting or surviving corporation
so that any person who is or was a director, officer, employee, partner, trustee
or  agent  of  such  a constituent corporation as a director, officer, employee,
partner, trustee or agent of another enterprise shall stand in the same position
under  the  provision of this Article XI with respect to the resulting surviving
corporation  in  the  same  capacity.


     6.     Saving  Clause.  In the event any provision of this Article XI shall
            --------------
be  held  invalid by any court of competent jurisdiction, such holding shall not
invalidate  any  other provisions of this Article XI and any other provisions of
this  Article  XI  shall be construed as if such invalid provisions had not been
contained  in  this  Article  XI.


     ARTICLE  XII  -  AMENDMENTS
     ---------------------------


     Subject  to  any  and all restrictions imposed, or prohibitions provided by
the  General  and  Business  Corporation  Law  of Missouri, these By-laws may be
altered,  amended,  suspended,  or repealed and new By-laws may be adopted, from
time  to  time,  by  a  majority  vote  of  the  Board  of  Directors.