UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION

                      Washington, D.C. 20549

                             FORM 8-K

                          CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934

Date of Report: May 8, 1998

                     NPC INTERNATIONAL, INC.
      (Exact name of registrant as specified in its charter)

     Kansas                  1-13007                48-0817298
(State of incorporation) (Commission              (IRS Employer
                    Identification Number)    Identification No.)

     720 West 20th Street          Pittsburg, Kansas        66762
(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code (316) 231-3390

Item 2  Acquisition or Disposition of Assets

Pursuant to a Recapitalization Agreement, dated as of April 24,
1998, among Romacorp, Inc., a Delaware corporation ("Company"),
NPC International, Inc., a Kansas corporation ("NPC"), NPC
Restaurant Holdings, Inc., a Delaware corporation and wholly-
owned subsidiary of NPC ("Holdings"), and Sentinel Capital
Partners, L.P., a Delaware limited partnership ("Investor"),
Investor has agreed to acquire 90% of Company common stock (or
other securities of the Company as Investor shall request) to be
issued by the Company at the closing of the transactions
contemplated therein (the "Closing") in exchange for an equity
contribution of between $20.7 million to $29.7 million, to be
determined by Investor and to be paid in cash to Company.  Upon
request of the Investor, the Company will issue at Closing, in
lieu of Company common stock, some combination of common stock
and preferred stock having such rights, preferences and
designations as requested by Investor.

     At Closing, Holdings will offer for redemption and the
Company will redeem such Company common stock as will result in
Holdings owning 10% of the outstanding common stock of the
Company immediately after Closing.  In the event Investor
requests that shares of Company preferred stock be issued to it
at Closing, a number of shares of Company common stock owned by
Holdings after taking effect of the redemption described above
will be converted or exchanged <PAGE> into shares of preferred stock so
that the same ratio of ownership of Company stock exists between
Holdings (10%) and Investor (90%) with respect to both Company
common and preferred stock.

     The parties to the Recapitalization Agreement have further
agreed that a portion of the financing for the recapitalization
be obtained through the issuance by the Company of high yield
debt securities and, possibly, preferred common stock, pursuant
to Rule 144A promulgated pursuant to the Securities Act of 1933,
in exchange for approximately $90 million to $100 million.

     Consummation of the transaction is subject to, among other
things, (i) receipt of all required consents and authorizations,
(ii) expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, and (iii) certain
other conditions customary for a transaction of this nature.  The
parties desire to close the transaction on or prior to August 31,
1998.

Item 7  Financial Statements and Exhibits

     (a)  Financial statements of business acquired.  N/A

     (b)  Pro forma financial information -  N/A

     (c)  Exhibits  

          The exhibits set forth on the Index to Exhibits on page
          3 are incorporated herein by reference.

                            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.

                              NPC INTERNATIONAL, INC.


Date:  May 8, 1998            By  /s/ Troy D. Cook
                                   Troy D. Cook
                                   Vice President Finance
                                   Chief Financial Officer
                                   Principal Financial Officer







<PAGE> 




                        INDEX TO EXHIBITS


                                                         PAGE NO.
EXHIBIT                                                   IN THIS
 NO.                DESCRIPTION                            FILING

2-A            Recapitalization Agreement, dated April
               24, 1998, among Romacorp, Inc., NPC
               International, Inc., NPC Holdings, Inc.,
               and Sentinel Capital Partners L.P.           __

99-A           Press Release of Registrant dated 
               May 15, 1997                                 __