8-K/A

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                        ------------------------------

                             SECOND AMENDMENT TO
                                   FORM 8-K

                                Current Report

                      Pursuant to Section 13 or 15(d) of
                          The Securities Act of 1934


      Date of Report (Date of earliest event reported)   MARCH 27, 1998


                             NOBLE ROMAN'S, INC.
            (Exact name of registrant as specified in its charter)


   INDIANA                         0-11104                     35-1281154
(State or other                  (Commission                (I.R.S. Employer
jurisdiction                     File Number)              Identification No.)
of incorporation)


                        ONE VIRGINIA AVENUE, SUITE 800
                            INDIANAPOLIS, INDIANA                     46204
                  (Address of principal executive officers)         (Zip Code)


     Registrant's telephone number, including area code   (317) 634-3377



Item 4.  Changes in Registrant's Certifying Accountant

     The Board of Directors of Noble Roman's, Inc. (the "Registrant")
determined to replace KPMG Peat Marwick LLP ("KPMG") as the Registrant's
independent auditors for the year ended December 31, 1997, approximately the
same time that KPMG resigned its client-auditor relationship with Registrant
on November 6, 1997. The KPMG audit reports on the consolidated financial
statements of the Registrant as of  December 31, 1996 and 1995, and each of
the years in the three-year period ended December 31, 1996, did not contain an
adverse opinion or a disclaimer of opinion, and were not qualified or modified
as to audit scope or accounting principles. KPMG's report dated April 29, 1997
did contain a separate paragraph stating that the Company's losses,
accumulated deficit and default on its long-term debt raises substantial doubt
about the Company's ability to continue as a going concern.

     During the three-year period ended December 31, 1996 and through the
period ended November 6, 1997, there was no disagreement between the
Registrant and KPMG on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreement if not resolved to the satisfaction of KPMG, would have caused it
to make reference to the subject matter of such disagreement in connection
with its report.  KPMG did advise the Registrant that they considered the
Registrant's lack of timely review and analysis of financial information to be
a material weakness in internal accounting control under standards established
by the American Institute of Certified Public Accountants.  Their letter also
stated that their comments did not effect their report on the Registrant's
financial statements.

     The Board of Directors of the Registrant has engaged Rubin, Brown,
Gornstein & Co., LLP, as the Registrant's independent auditors for the year
ended December 31, 1997.



                                  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 hereunto duly authorized.



Date:  April 15, 1998                 NOBLE ROMAN'S, INC.




                                      By: Paul W. Mobley
                                          ------------------------------------
                                          Paul W. Mobley, Chairman and
                                          Chief Executive Officer




                                      By: Mitchell E. Katz
                                          ------------------------------------
                                          Mitchell E. Katz
                                          (Chief Financial Officer)





                                EXHIBIT INDEX



Item 1.  Index to Exhibits

16       Letter regarding change of certifying accountants.

EX-16

KPMG Peat Marwick, LLP
2400 First Indiana Plaza
135 N. Pennsylvania Street
Indianapolis, IN  46204-2452



January 26, 1998



Securities and Exchange Commission
Washington, D.C.  20549


Ladies and Gentlemen:

We were previously principal accountants for Noble Roman's, Inc., and under
the date of April 29, 1997, we reported on the consolidated financial
statements of Noble Roman's, Inc. and subsidiaries as of December 31, 1996 and
1995, and for each of the years in the three-year period ended December 31,
1996.  On November 6, 1997, we resigned as the independent auditors for Noble
Roman's, Inc.

We have read Noble Roman's, Inc.'s statements included under Item 4 in its
amended Form 8-K dated January 26, 1998, and we agree with such statements,
except that we are not in a position to agree or disagree as to any
determinations that the Board of Directors may have made.


Very truly yours,



KPMG Peat Marwick, LLP