UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                       Washington, DC 20549
                                 
                                 
                                 
                             FORM 10-Q
                                 
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934  For the Fiscal Quarter Ended
December 29, 1998

[  ] 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 0-13007

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


                                 
     Kansas                             48-0817298
(State of Incorporation)   (IRS Employer Identification Number)
                                 
                                 
                                 
             720 W. 20th Street, Pittsburg, KS  66762
             (Address of principal executive offices)
                                 
                                 
 Registrant's telephone number, including area code (316) 231-3390
                                 
                                 
                                 
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 [  ]


The  number  of  shares outstanding of the registrant's  class  of
common stock as of January 18, 1999:

            Common Stock, $0.01 par value - 24,473,889

                                 
                                 
                      NPC INTERNATIONAL, INC.



INDEX


                                                      PAGE

PART I.   FINANCIAL INFORMATION

          Consolidated Balance Sheets --
             December 29, 1998 and March 31, 1998       3

          Consolidated Statements of Income --
             For the Thirteen and Thirty-Nine
             Weeks Ended December 29, 1998
              and December 23, 1997                     4

          Consolidated Statements of Cash Flows --
             For the Thirty-Nine Weeks Ended
             December 29, 1998 and December 23, 1997    5

          Notes to Consolidated Financial Statements    6

          Management's Discussion and Analysis of
             Financial Condition and Results
             of Operations                              8


PART II.  OTHER INFORMATION                            15



PART I.   FINANCIAL INFORMATION


                      NPC International, Inc.
                    Consolidated Balance Sheets
                 (Unaudited, dollars in thousands)
                                 

ASSETS                                 Dec. 29, 1998
                                                   March 31, 1998
Current assets:
 Cash and cash equivalents                $ 4,344      $4,548
 Accounts receivable, net                   1,439       2,375
 Inventories of food and supplies           2,936       4,177
 Deferred income tax asset                  2,662       3,245
 Prepaid expenses and other
  current assets                            4,663       3,874
   Total current assets                    16,044      18,219

Facilities and equipment, net              86,885     138,779
Notes receivable, net                          63         465
Franchise rights, net                     193,547     198,917
Goodwill, net                               2,741      17,364
Investment in Roma Restaurant
 Holdings, Inc.                             6,750          --
Deferred income tax asset                      --         344
Other assets                                4,924       8,404
TOTAL ASSETS                             $310,954    $382,492

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable                        $ 16,306     $18,143
 Sales taxes                                1,729       2,561
 Payroll taxes                              1,408       1,742
 Accrued interest                           1,312       4,130
 Accrued payroll                            5,557       8,669
 Income tax payable                         6,402         650
 Current portion of closure reserve         1,260       1,360
 Health and casualty reserves               5,513       5,613
 Other accrued liabilities                  6,275       6,188
   Total current liabilities               45,762      49,056

Long-term debt                             99,100     204,033
Deferred income tax liability               1,079          --
Closure reserve                             7,167       8,936
Insurance reserves                          7,000       9,000
Other deferred items                        5,364       4,431

Stockholders' Equity:
 Common stock, $.01 par value
 100,000,000 shares authorized,
 27,592,510 issued                            276         276
Paid-in capital                            21,113      21,033
Retained earnings                         146,882     105,157
                                          168,271     126,466
Less treasury stock at cost,
 representing 3,121,621 and
 2,846,926 shares, respectively           (22,789)    (19,430)
   Total stockholders' equity             145,482     107,036

TOTAL LIABILITIES AND EQUITY             $310,954    $382,492

The accompanying notes are an integral part of these Consolidated
Financial Statements.


                      NPC International, Inc.
                 Consolidated Statements of Income
       (Unaudited, dollars in thousands, except share data)

                          Thirteen Weeks Ended
                         Dec. 29, 1998
                                   Dec. 23, 1997
                                           Thirty-Nine Weeks Ended
                                             Dec. 29, 1998
                                                    Dec. 23, 1997

Net Sales                 $ 89,429 $110,921   $293,224 $324,586
Net franchise revenue           --    2,005      2,114    6,151
 Total revenue              89,429  112,926    295,338  330,737

Cost of sales               25,464   31,884     80,372   90,862
Direct labor                24,593   32,530     81,745   94,374
Other                       25,048   30,869     81,237   88,465
 Total operating expenses   75,105   95,283    243,354  273,701

Income from restaurant
 operations                 14,324   17,643     51,984   57,036
General and administrative
 expenses                    4,639    6,030     15,649   17,058
Depreciation and
 amortization                2,073    2,927      6,658    8,352

Operating income             7,612    8,686     29,677   31,626

Other income (expense):
 Interest expense           (2,030)  (4,198)    (7,829) (11,264)
 Other                         401      215      1,120      445

Income before income
 taxes and gain on
 recapitalization of
 subsidiary                  5,983    4,703     22,968   20,807
Gain on recapitalization
 of Romacorp, Inc.              --       --     39,400       --

Income before income taxes   5,983    4,703     62,368   20,807

Provision for income taxes   2,094    1,645     20,643    7,282

Net income                  $3,889   $3,058   $ 41,725  $13,525

Earning per share - Basic   $  .16   $  .12     $ 1.69  $   .55

Earning per share - Diluted $  .16   $  .12     $ 1.67  $   .54

Weighted average shares
 Outstanding -  Basic   24,491,208
                                 24,720,901
                                            24,669,028
                                                     24,678,486
Weighted average shares
 outstanding - Diluted  24,785,438
                                 25,222,153
                                            25,024,102
                                                     25,108,932

The accompanying notes are an integral part of these Consolidated
Financial Statements.
                                 
                                 
                      NPC International, Inc.
               Consolidated Statements of Cash Flows
                 (Unaudited, dollars in thousands)

                                       Thirty-Nine Weeks Ended
                                   Dec. 29, 1998       Dec. 23, 1997

Operating Activities:

Net income                               $41,725       $ 13,525
Non-cash items included in net income:
 Depreciation and amortization            16,981         18,982
 Amortization of start-up costs              518          2,156
 Deferred income taxes                        --           (307)
 Gain on recapitalization of
 Romacorp, Inc., net of cash             (38,758)            --
Change in assets and liabilities,
  net of acquisitions and divestitures:
 Accounts receivable, net                   (275)          (401)
Notes receivable, net                        340             85
 Inventories of food and supplies           (886)        (1,781)
 Prepaid expenses and other
   current assets                         (2,322)        (2,320)
 Accounts payable                           (722)         8,836
 Payroll taxes                                (1)           325
 Accrued interest                         (2,790)           349
 Income tax payable                        5,752          1,023
 Accrued payroll                          (2,315)         4,070
 Health and workers' compensation
   reserves                                  350          2,889
 Other accrued liabilities                 1,421          5,156
  Net cash flows provided by
   operating activities                   19,018         52,587

Investing Activities:

Proceeds from recapitalization of
 Romacorp, Inc., net                     101,237             --
Capital expenditures                     (13,732)       (21,842)
Acquisition of business assets,
 net of cash                                  --       (121,849)
Proceeds from sale of capital assets       3,043          2,233
Changes in other assets, net              (2,891)          (679)
 Net cash flows provided by
 (used in) investing activities           87,657       (142,137)

Financing Activities:

Purchase of treasury stock                (3,837)            --
Net change in revolving
 credit agreements                       (93,600)        54,684
Proceeds from issuance of
 long-term debt                               --         49,756
Payment of long-term debt                (10,000)       (11,444)
Exercise of stock options                    558            843
 Net cash flows (used in)
 provided by financing activities       (106,879)        93,839


Net Change in Cash and Cash
 Equivalents                               (204)          4,289

Cash and Cash Equivalents at
 Beginning of Period                       4,548             --

Cash and Cash Equivalents at
 End of Period                          $  4,344       $  4,289


The accompanying notes are an integral part of these Consolidated
Financial Statements.
                                 
                                 
                      NPC International, Inc.
            Notes to Consolidated Financial Statements
                            (Unaudited)
                                 
                                 
Note 1 -  Basis of Presentation

The   financial   statements   include   the   accounts   of   NPC
International,  Inc.  and  its  wholly  owned  subsidiaries   (the
Company).   All significant intercompany balances and transactions
were eliminated.  (See Note 3 - Recapitalization of Romacorp, Inc.
for  information regarding the accounting method  used  to  record
this  formerly wholly owned subsidiary's activity for the year-to-
date ended December 29, 1998.)

The accompanying unaudited financial statements have been prepared
in  accordance  with generally accepted accounting principles  for
interim financial information and with the instructions to Form 10-
Q  and  Article 10 of Regulation S-X promulgated by the Securities
and Exchange Commission.  Accordingly, they do not include all  of
the  information  and  footnotes required  by  generally  accepted
accounting  principles  for annual financial  statement  reporting
purposes.  These statements should be read in conjunction with the
financial  statements and notes contained in the Company's  annual
report on Form 10-K for the fiscal year ended March 31, 1998.

In   the   opinion  of  management,  the  accompanying   unaudited
consolidated  financial statements contain  all  normal  recurring
adjustments necessary to present fairly the financial position  of
the  Company  as  of December 29, 1998, and March  31,  1998,  the
results of operations for the thirteen and thirty-nine weeks ended
December  29, 1998 and December 23, 1997, and cash flows  for  the
thirty-nine weeks ended December 29, 1998 and December  23,  1997.
Results for the interim periods are not necessarily indicative  of
the results that may be expected for the entire fiscal year.

Certain  reclassifications  have  been  made  to  the  prior  year
statements to conform with the current year presentation.


Note 2 -  Acquisitions

On  March  6, 1997, the Company acquired 60 Pizza Hut  units  from
Pizza Hut, Inc. (PHI).

On  March  27, 1997, the Company acquired 62 Pizza Hut units  from
PHI.    Simultaneous  with  the  closing,  the   Company   assumed
operational  responsibility  for  four  units,  which  have   been
reflected  in  the  Company's financial statements  as  if  owned.
These four units were acquired on September 2, 1997.

On  June 5, 1997, the Company acquired an additional 51 units from
PHI.  One additional PHI unit was purchased on July 10, 1997.

On  May  15,  1997, the Company acquired 82 units  from  Jamie  B.
Coulter (Coulter). Simultaneously, the Company assumed operational
responsibility  for 18 additional Coulter units, which  have  been
reflected in the Company's financial statements as if owned.   The
Company  acquired ten of the units on July 16, 1997, four more  on
August  19, 1997 and on October 2, 1997 the Company closed on  the
remaining four units.


The  following  unaudited pro forma results  for  the  thirty-nine
weeks ended December 23, 1997, were developed assuming that all of
the  acquired units previously described had been acquired at  the
beginning of the period.  The unaudited pro forma data shown below
is  not  necessarily indicative of the consolidated  results  that
would  have  occurred  had the acquisitions  taken  place  at  the
beginning  of  the  period  nor is it  necessarily  indicative  of
results that may occur in the future.

     Pro Forma Results (unaudited)
     (Dollars in thousands except       Thirty-nine weeks ended
     per share data)                       December 23, 1997

     Total revenue                            $ 345,357
     Net income                                  14,116
     Net income per share - Basic                   .57
     Net income per share - Diluted                 .56


Note 3 -  Recapitalization of Romacorp, Inc.

Effective    June   28,   1998,   the   Company   completed    the
recapitalization  of  its  previously  wholly  owned   subsidiary,
Romacorp,  Inc. (Romacorp).  Romacorp redeemed stock held  by  the
Company  so  that the Company held 20% of the equity  of  Romacorp
following  the transaction. Sentinel Capital Partners  became  the
majority  equity  owner  of  Romacorp following  the  transaction.
Romacorp  was a wholly owned subsidiary of the Company  throughout
the  Company's  first  fiscal quarter ended  June  30,  1998,  its
results of operations through that date have been consolidated and
reflected in the Consolidated Statement of Income for the  thirty-
nine  weeks  ended December 29, 1998.  Following the  transaction,
Romacorp  changed its name to Roma Restaurant Holdings, Inc.   The
Company's  remaining investment in Roma Restaurant Holdings,  Inc.
is  presented on its balance sheet and is accounted for using  the
cost method of accounting.

Note 4 -  Subsequent Events.

On  January  7, 1999 the Company entered into a letter  of  intent
with  PHI  to purchase 99 Pizza Hut units in four states  for  $31
million. These units generated nearly $58 million in sales  during
the  52 weeks ended November 1998. The Company will pay an ongoing
royalty  rate of 6.5% of sales on the acquired units in accordance
with Pizza Hut's current refranchising contract.  As each asset is
upgraded  to  meet current re-build standards, as  established  by
PHI, the Company will commence paying a 4% royalty rate over a new
20-year  period.  The Company expects all assets will meet upgrade
standards  within eight years.  Consummation  of  the  transaction
is  subject  to  negotiation   of  definitive   asset  acquisition
agreement,  board approval  of both  companies,  and approval from
regulatory agencies.

On  January 13, 1999 the Company announced that it entered into  a
six-year  exclusive food and supplies distribution agreement  with
AmeriServe  Food  Distribution,  Inc.  The  initial  term  of  the
agreement will expire December 31, 2000 and provides two automatic
renewal  options for two years each at market rates. The terms  of
the  contract  will  provide incentives for using  more  efficient
distribution  practices and will result  in  a  reduction  in  the
distribution  costs  incurred by the Company. AmeriServe  acquired
PepsiCo  Food  Systems (PFS) in July 1997 and has  been  providing
distribution  services to the Company through its PFS relationship
since the acquisition.


Note 5 -  Earnings per Share

The  following  table  sets  forth the computation  of  basic  and
diluted earnings per share:


                Thirteen Weeks Ended
              Dec. 29, 1998   Dec. 23, 1997
                                         Thirty-Nine Weeks Ended
                                       Dec. 29, 1998
                                                   Dec. 23, 1997

Numerator:

Net Income      $ 3,889,000   $3,058,000 $41,725,000 $13,525,000

Denominator:

Denominator for
basic earnings
per share -
weighted average
shares           24,491,208   24,720,901  24,669,028  24,678,486

Effect of
dilutive
securities:
 Employee stock
 options            294,230      501,252     355,074     430,446

Denominator
For diluted
earnings per
share - adjusted
weighted average
share and assumed
 conversions     24,785,438   25,222,153  25,024,102  25,108,932


Earning per
share - Basic   $       .16    $     .12  $     1.69   $     .55

Earning per
share - Diluted $       .16    $     .12  $     1.67   $     .54


MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION  AND
RESULTS OF OPERATIONS

The  information  contained  in this Management's  Discussion  and
Analysis  of Financial Condition and Results of Operations  should
be  read  in conjunction with the Notes to Consolidated  Financial
Statement  included  in this Form 10-Q and the  audited  financial
statements and notes thereto together with Management's Discussion
and  Analysis  of  Financial Condition and Results  of  Operations
incorporated by reference in the Company's Annual Report  on  Form
10-K for the year ended March 31, 1998.

Overview - The Company is the largest Pizza Hut franchisee in  the
world and at December 29, 1998, operated 642 Pizza Hut units in 24
states.   On January 7, 1999 the Company announced its  intent  to
purchase 99 additional Pizza Hut units from PHI.  (See Note 4  for
information  regarding the 99 unit acquisition.)  The Company  and
its  franchisor,  PHI, have agreed that the  Company  may  acquire
additional Pizza Hut units and, as a result, operate up to a total
of  1,300  units, subject to availability and certain  conditions.
The  Company estimates that it operates approximately  9%  of  the
entire Pizza Hut system. As a result of a recapitalization of  its
Romacorp  subsidiary,  effective June 28, 1998,  the  Company  has
reduced  its equity holdings in this entity to 20%, and no  longer
controls its operations.

Products  -  Pizza Hut's main product is high quality,  innovative
and  moderately  priced pizza.  Additionally,  the  menu  contains
pasta,  sandwiches, salad bar, and a luncheon buffet.  Certain  of
the  Company's Pizza Hut units serve beer. This product is  not  a
significant portion of the Pizza Hut sales mix.

Service  -  Pizza  Hut provides a buffet with  table  service  for
beverages  during  lunch and full table service for  dinner,  with
delivery and carryout available throughout the day.


Period  of  Operation - The Company operates on a 52  or  53  week
fiscal  year  ending the last Tuesday in March.  The  fiscal  year
ending March 30, 1999 will contain 52 weeks. The fiscal year ended
March 31, 1998 contained 53 weeks.

Development  -  Activity with respect to  unit  count  during  the
quarter is set forth in the table below:


            SYSTEM UNIT ACTIVITY / 1999 SECOND QUARTER
                                 
                                                     Change
                                                     in
               Begin- Conver  Devel-  Temp           Owner-
               ning   sions   oped4  Closed3 Closed4 ship2  Ending

Company
 Owned
Pizza Hut
 Restaurant     524    (1)      2     (1)      (5)     --    519
 Delivery       125     1      --     --       (3)     --    123
  Total
  Company
  Owned         649    --       2     (1)      (8)     --    642

                         1999 YEAR-TO-DATE
                                 
                                                      Change
                                                      in
               Begin- Conver  Devel- Temp             Owner
               ning   sions   oped4  Closed3 Closed4  ship2 Ending

Pizza Hut
  Restaurant    536    (2)      5     (1)     (19)     --    519
  Delivery      144     2      --     --      (23)     --    123
    Total
    Pizza Hut   680    --      5      (1)     (42)     --    642
Tony Roma's1     45    --      --     --       --     (45)    --
    Total
    Company
    Owned       725    --      5      (1)     (42)    (45)   642
Franchised
  Tony Roma's   147    --      2      --       (2)   (147)    --
Total System    872    --      7      (1)     (44)   (192)   642


1Excludes 2 units operated as joint ventures by the Company.
2Effective June 28, 1998, NPC International, Inc. owns 20% equity
interest  in  Roma Restaurant Holdings, Inc. and,  therefore,  no
longer controls the operations of Roma Restaurant Holdings,  Inc.
and  subsidiaries.  (See Note 3 - Recapitalization  of  Romacorp,
Inc. for further information.
3Unit temporarily closed for remodel.
4Excludes one Pizza Hut replacement unit.


On  April 27, 1998 the Company announced plans to consolidate  and
relocate 53 Pizza Hut units to 45 new locations to redefine  trade
areas, improve market presence, and to upgrade certain assets to a
more  competitive  format.   Relocated  units  will  be  moved  to
improved  trade  areas  and  fall into the  following  categories:
relocation  of  delivery  units  to  more  visible  locations  and
improved  formats;  relocation of older dine-in  assets  in  rural
markets  to new prototype units; and conversions of certain  metro
markets  to  "Main-Path"  restaurants. In  conjunction  with  this
strategy,  the  Company closed 38 Pizza Hut units,  converted  one
unit  from a restaurant unit to a delivery unit during the thirty-
nine  weeks ended December 29, 1998. Additionally, five Pizza  Hut
units  were  developed,  four Pizza  Hut  units  closed,  and  one
restaurant unit was converted to a delivery unit during the thirty-
nine weeks ended December 29, 1998.

Results  of Operations - Set forth at the beginning of the section
discussing the results of operations for each concept operated  by
the Company is a table of revenue and operating expenses expressed
as  a  percent of revenue, or sales as indicated, for the thirteen
and  thirty-nine  weeks ended December 29, 1998 and  December  23,
1997.   Cost  of  sales  includes the cost of  food  and  beverage
products  sold.   Direct labor represents the salary  and  related
fringe  benefit costs associated with restaurant based  personnel.
Other operating expenses include royalties (Pizza Hut only), rent,
depreciation,  advertising,  utilities,  supplies,  and  insurance
among  other costs directly associated with operating a restaurant
facility.


                         PIZZA HUT OPERATIONS
                               (Unaudited)

                   Thirteen Weeks Ended
              Dec. 29, 1998 Dec. 23, 1997
                                         Thirty-Nine Weeks Ended
                                      Dec. 29, 1998 Dec. 23, 1997

Revenue
Restaurant
 Sales          $ 71,461      $72,696     $215,943     $210,824
Delivery Sales    17,968       17,857       54,768       52,648
 Total Revenue  $ 89,429      $90,553     $270,711     $263,472

Restaurant
Operating
Expenses
as a Percentage
of Revenue:

Total Expenses (1)
Cost of Sales       28.5%       27.4%        26.8%        26.7%
Direct Labor        27.5%       28.9%        27.7%        28.5%
Other               28.0%       28.3%        28.0%        27.8%
 Total Operating
 Expenses           84.0%       84.6%        82.5%        83.0%
Restaurant Based
Income              16.0%       15.4%        17.5%        17.0%

Restaurant
Expenses (2)
Cost of Sales       28.6%       27.4%        26.9%        26.8%
Direct Labor        26.4%       27.7%        26.5%        27.3%
Other               29.0%       29.0%        28.9%        28.3%
 Total Operating
 Expense            84.0%       84.1%        82.3%        82.4%
Restaurant Based
 Income             16.0%       15.9%        17.7%        17.6%

Delivery
 Expenses (3)
Cost of Sales       27.9%       27.0%        26.3%        26.5%
Direct Labor        31.8%       34.0%        32.2%        33.3%
Other               24.1%       25.5%        24.8%        25.6%
 Total
 Operating
Expense             83.8%       86.5%        83.3%        85.4%
Restaurant
 Based
Income              16.2%       13.5%        16.7%        14.6%

(1) As a percent of total revenue
(2) As a percent of restaurant sales
(3) As a percent of delivery sales


Comparison  of  Pizza Hut Operating Results for the  Thirteen  and
Thirty-Nine  Weeks Ended December 29, 1998 with the  Thirteen  and
Thirty-Nine Weeks Ended December 23, 1997

Revenue  from the Company's Pizza Hut operations was $89.4 million
during the quarter, which was $1.1 million or 1.2% below the $90.6
million  reported  in  the same period of  the  prior  year.   The
decline  was due to a planned reduction in unit count of 42  units
from the prior year and was partially offset by a 4.2% increase in
comparable sales for the quarter.  Despite the reduction  in  unit
count  associated with the asset re-imaging strategy, year-to-date
revenue  was  $270.7 million for a $7.2 million or  2.7%  increase
over  the $263.5 million reported in the same period of the  prior
year.  The year-to-date increase was largely due to the timing  of
the  prior  year  acquisitions and year-to-date  comparable  sales
growth  of 2.3%. Comparable sales growth in the Company's delivery
business  improved 7.3% and 7.0% for the quarter and year-to-date,
respectively. Comparable sales growth in the Company's  restaurant
(Red  Roof)  business improved 3.4% for the quarter and  1.2%  the
year-to-date.   Average unit volumes increased by  5.2%  and  3.5%
during  the quarter and year-to-date, respectively, over the  same
periods  of the prior year due to comparable sales growth and  the
favorable  impact of the asset re-imaging plan.  (See  Development
section for further information regarding the Company's asset  re-
imaging strategy.)


Cost  of sales as a percent of revenue increased 110 basis  points
compared to the same quarter of the prior year primarily due to an
increase  in  cheese  costs for the quarter of approximately  32%.
Also contributing to the increase in cost of sales as a percent of
revenue  was  the negative impact on margins associated  with  the
increased Stuffed Crust pizza product mix.  The food cost of  this
product is significantly higher than other pizza products  due  to
the  high  cheese content.  Pizza Hut began promoting the  Stuffed
Crust  pizza  in  early  November  1998.  The  product  mixed   at
approximately  14.8%  of total pizza sales  during  the  promotion
period  which  ran  through  the end of  December  1998.  For  the
quarter,  this product mixed at approximately 11% of  total  pizza
sales  compared to a 3% mix during the same quarter of  the  prior
year.  For the year-to-date, cost of sales as a percent of revenue
was flat despite  an increase  in  cheese costs  of  approximately
19%.  This was achieved due to  more  normalized ingredient  costs
(except cheese)  and  improved  operational  control  in  acquired
stores.  The Company benefited  in the  quarter  and  year-to-date
from the aforementioned  reduced ingredient  costs compared to the
same  periods  of the  prior  year due  to  better optimization of
ingredient  formulations  and  supply  contract negotiations. (See
Effects of Inflation and Other Matters for additional  information
on cheese and other ingredient costs.)  

Direct  labor  declined 140 basis points for the  quarter  and  80
basis points for the year-to-date compared to the same periods  of
the  prior  year. The improvement for the quarter and year-to-date
results  from  leverage associated with positive comparable  sales
volumes,  labor  efficiencies primarily  achieved  in  acquisition
markets, and reduction in worker's compensation expense.

Other  operating expense declined 30 basis points compared to  the
same  quarter  of the prior year. This improvement  resulted  from
increased  leverage from higher unit volumes on fixed  costs.  For
the  year-to-date,  other  operating expense  increased  20  basis
points compared to the same period of the prior year. The increase
for  the year-to-date was largely attributable to increased  local
marketing  and increased store manager bonuses due to improvements
in   controllable  profit  and  was  partially   offset   by   the
aforementioned leverage on fixed costs.

Tony Roma's Operating Results

As  reported in the Company's 10-Q for fiscal quarter  ended  June
30,  1998,  Romacorp,  a  formerly wholly  owned  subsidiary,  was
recapitalized   effective  June  28,  1998.    (See   Note   3   -
Recapitalization of Romacorp, Inc.) The results through  the  date
of  recapitalization  have  been reflected  in  these  statements.
Subsequent  to  the  transaction, the Company  has  reflected  its
investment on a cost basis.  The following table presents the Tony
Roma's  operating  results  as they have  been  reflected  in  the
Company's consolidated financial statements.

                      TONY ROMA'S OPERATIONS
                            (Unaudited)
                      (dollars in thousands)
                                 
                   Thirteen Weeks Ended
              Dec. 29, 1998 Dec. 23, 1997
                                         Thirty-Nine Weeks Ended
                                        Dec. 29, 1998
                                                    Dec. 23, 1997
Restaurant
Expenses (2)
Cost of Sales       28.6%       27.4%         26.9%       26.8%
Direct Labor        26.4%       27.7%         26.5%       27.3%


Revenue
Restaurant
 Sales            $   n/a    $ 20,368      $ 22,513     $61,114
Franchise
 Revenue              n/a       2,005         2,114       6,151
Total Revenue     $   n/a    $ 22,373      $ 24,627     $67,265

Restaurant
 Operating
 Expenses
 as a Per-
 centage
 of Sales
Cost of Sales         n/a       35.1%         34.8%       33.3%
Direct Labor          n/a       31.0%         30.2%       31.5%
Other                 n/a       25.8%         23.5%       25.1%
 Total
 Operating
Expenses              n/a       91.9%         88.5%       89.9%
Restaurant
 Based
     Income           n/a        8.1%         11.5%       10.1%
Income
from
System
Operations (1)        n/a       16.4%         19.1%       18.3%


(1) Net franchise revenue and restaurant based income as a percent
of total revenue.


Consolidated Results

Comparison of Consolidated Operating Results for the Thirteen  and
Thirty-Nine Weeks Ended December  29, 1998 with the Thirteen and
Thirty-Nine  Weeks  Ended
December 23, 1997

Total  consolidated  revenue for the quarter  was  $89.4  million,
which  was  20.8% or $23.5 million below the same  period  of  the
prior  year.  On  a year-to-date basis, consolidated  revenue  was
$295.3  million, which was 10.7% or $35.4 million below  the  same
period  of the prior year. The decline in revenue for the  quarter
and year-to-date was primarily due to the loss of revenue from the
recapitalization of Romacorp (see Note 3). The closure  of  stores
related  to the Pizza Hut re-imaging strategy also contributed  to
the decline for the quarter and year-to-date.

Consolidated  income from restaurant operations was $14.3  million
or  16%  of  revenue for the quarter compared to $17.6 million  or
15.6%  last year.  For the year-to-date, consolidated income  from
restaurant operations was $52 million or 17.6% of revenue compared
to  $57  million  or  17.2%  of revenue  last  year.  Income  from
restaurant operations as a percent of revenue increased  over  the
prior year for the quarter and year-to-date due to improved margin
performance  in the Company's Pizza Hut units. These  improvements
were  partially offset by increased cheese costs of  approximately
32%  for the quarter and 19% for the year-to-date compared to  the
same  periods  of  the  prior year. The  decline  in  income  from
restaurant operations in nominal dollars for the quarter and year-
to-date was primarily due to the recapitalization of Romacorp.

General and administrative expenses, as a percent of revenue, were
basically  flat for the quarter and year-to-date compared  to  the
same  periods  of  the prior year. Depreciation  and  amortization
decreased $854 thousand or 29.2% and $1.7 million or 20.3% for the
quarter  and  year-to-date, respectively,  compared  to  the  same
periods  of  the  prior year. The decline was due largely  to  the
reduction   in   amortization  expense  as   a   result   of   the
recapitalization of Romacorp.  Romacorp historically had a  higher
percentage  of  depreciation and amortization than  the  Company's
Pizza  Hut  division resulting from amortization of  goodwill  and
more significant amortization of pre-opening expenses.

A  decline in outstanding borrowings since the same period of  the
prior year, largely attributable to the Romacorp recapitalization,
resulted  in a decrease in interest charges of approximately  $2.2
million  for  the quarter. For the year-to-date, interest  expense
declined  by  $3.4  million due to the  debt  reduction  from  the
proceeds  of  the Romacorp recapitalization, which  was  partially
offset by the impact of lower debt levels in the first quarter  of
last year compared to the same period this year.

Other  income was $401 thousand and $1.1 million for  the  quarter
and year-to-date, respectively, compared to $215 thousand and $445
thousand reported in the same periods of the prior year.  For  the
quarter and year-to-date, the increase in other income was due  to
the   gain   on  sale  or  disposition  of  assets  and   business
interruption claims.

Net  income  for  the quarter was $3.9 million  compared  to  $3.1
million recorded in the same period of the prior year. On a  year-
to-date  basis,  net income was $41.7 million  compared  to  $13.5
million recorded in the same period of the prior year. Net  income
for  the  year-to-date included $39.4 million  in  pre-tax  income
related to the gain on the recapitalization of Romacorp and  $12.6
million  of  income tax expense related to that gain.   Consistent
with  last  year, income taxes have been provided for at  35%  for
income  not related to the recapitalization gain.  (See Note  3  -
Recapitalization of Romacorp, Inc. for further information.)


Liquidity, Capital Resources and Cash Flows

The  Company's primary source of cash is its operations.  Adjusted
for  various changes in balance sheet accounts, cash flow provided
by  operating activities was $19 million for the thirty-nine weeks
ended  December  29, 1998, a decrease of 63.80%  compared  to  the
$52.6 million reported in the thirty-nine weeks ended December 23,
1997.  Cash flow from operations last year was positively impacted
by  the  acquired stores which, like the Company, operate  with  a
working capital deficit. Also contributing to the decline in  cash
flows  from  operating activities was the exclusion of  cash  flow
provided  by  operations from Romacorp for the  second  and  third
quarters of fiscal 1999.

Restaurant  development and normal recurring capital  expenditures
resulted  in  $13.7  million of total capital  expenditures  ($1.9
million  of which were Tony Roma expenditures) for the thirty-nine
weeks  ended December 29, 1998 compared to $21.8 million of  total
capital  expenditures  ($8.9  million  of  which  were  Tony  Roma
expenditures) for the same period of the prior year.  The decrease
was largely due to Romacorp's capital expenditures no longer being
reflected in the Company's financial statements subsequent to  the
recapitalization.

The  Company  anticipates cash flow from operations, and  capacity
under  its  existing  line of credit will be  sufficient  to  fund
continuing expansion, acquisitions and improvements and to service
debt obligations.

In addition to cash provided by operations, the Company has a $200
million  unsecured  line  of  credit through  March  3,  2000.  At
December 29, 1998 the Company had $175 million in unused borrowing
capacity under this agreement, access to which is limited  by  the
Company's  debt  covenants.   The  acquisitions  completed  during
fiscal  1998  were  funded through the  line  of  credit  and  the
issuance of $50 million of senior unsecured notes to institutional
lenders.  The pending 99 Pizza Hut unit acquisition will be funded
through the Company's unsecured line of credit.  (See Note  4  for
information  regarding  the  99 unit acquisition.)   Predominately
cash  sales and rapid inventory turnover allow the Company to  use
all  available cash to reduce borrowings under its line of credit.
The  low  requirement  for  the  maintenance  of  current  assets,
combined  with  credit  from trade suppliers  produces  a  working
capital deficit, which is consistent with past experience.

On  July  27,  1998, the Company increased the  number  of  shares
authorized  by  the  Board for re-purchase by  1  million  shares.
During  the  quarter, the Company expended $2.7  million  for  the
purchase of treasury stock. For the year-to-date, the Company  has
expended $3.8 million for purchase of treasury stock. At  the  end
of the quarter, 967,700 shares remain authorized for re-purchase.

During  the thirty-nine weeks ended December 29, 1998, the Company
made all scheduled principal and interest payments.


Seasonality

As  a  result of previous diversification in restaurant  concepts,
the  Company has historically not experienced significant seasonal
sales  fluctuations on a consolidated basis.  However,  both  Tony
Roma's  and  Pizza  Hut are impacted by individual  sales  trends.
Tony  Roma's sales were traditionally higher from January to March
due to an increase in vacation and part-time residence activity in
the  desert  and  beach areas where a significant  number  of  the
Company's  facilities were located.  Pizza Hut sales  are  largely
driven   through  advertising  and  promotion  and  are  adversely
impacted  in  economic  times  that  generally  negatively  impact
consumer  discretionary  income such as  back-to-school  and  post
holiday seasons.


Effects of Inflation

Inflationary  factors such as increases in food  and  labor  costs
directly  affect the Company's operations.  Because  most  of  the
Company's employees are paid on an hourly basis, changes in  rates
related to federal and state minimum wage and tip credit laws will
effect  the  Company's  labor costs.  The  Company  cannot  always
effect  immediate price increases to offset higher  costs  and  no
assurance can be given that the Company will be able to do  so  in
the future.

Federal wage laws increased the minimum wage to $5.15 per hour  in
September 1997.  In addition to the federal minimum wage  increase
in September 1997, the state of Oregon increased the state minimum
wage  rate  to $6.00 per hour on January 1, 1998.  On  January  1,
1999,  the  state of Oregon will increase the state  minimum  wage
rate  to $6.50 per hour.  The Company currently operates 22  Pizza
Hut  units  in  the State of Oregon; accordingly,  the  impact  on
consolidated labor costs is not expected to be significant.

Cheese  represents approximately 40% of the cost of a pizza.   The
price of this commodity changes throughout the year due to changes
in demand and supply resulting from school lunch programs, weather
and  other  factors.  Significant changes in the price  of  cheese
have an impact on the Company's food cost as a percent of revenue.


During  the quarter, cheese prices were 32% higher than the  costs
incurred  during the comparable period of the prior  year.   Based
upon  recent  declines in the Chicago Mercantile  Exchange  cheese
block  market  and available forecasts, management expects  cheese
costs  to  be significantly below third quarter levels during  the
fourth fiscal quarter.  However, management believes cheese  costs
in  the fourth fiscal quarter could exceed the prior year's levels
by as much as 15% to 20%.

Increases  in  interest rates would directly affect the  Company's
financial results.  At December 29, 1998, approximately 81% of the
Company's  borrowings were under long-term fixed rate  agreements.
Under   the  Company's  revolving  credit  agreements  alternative
interest rate options are available which can be used to limit the
Company's  exposure  to fluctuating rates.  The  Company  actively
utilizes  these  options  as  well  as  other  hedging  strategies
including  interest  rate swap products to  reduce  interest  rate
exposure.


Year 2000 Compliance

The  Company  is  in the process of evaluating and  modifying  its
computer  systems and applications for Year 2000  Compliance.  The
final  phase  of a four-phase compliance program was completed  as
scheduled in December 1998. This plan included all development and
testing  of  internally  developed systems  and  certification  of
vendor  provided equipment and systems. During the first  part  of
calendar  year 1999, the Company will be installing new  equipment
or  upgrades to vendor systems that were previously scheduled  for
replacement.   As  a  result of these replacements  and  upgrades,
these  systems will be Year 2000 compliant.  The Company does  not
believe  that the costs of equipment or upgrades will be material.
Throughout 1999 the Company will continue the testing of both  the
existing  and  newly  developed or installed  systems.  This  plan
addresses  all  of  the  Company's  significant  computer  systems
including  the  Point-of-Sale (POS), its proprietary "back-office"
system,  and  its financial reporting system, which includes  sub-
modules  for  various  applications such as payroll  and  accounts
payable.

Additionally,  the Company is in the process of evaluating  third-
party vendors for Year 2000 readiness. This includes verbal and/or
written  inquiries  to the Company's major vendors  including  its
various depository institutions.

The  Company  is  also in the process of reviewing non-information
technology equipment. Based on information gathered to  date,  the
Company believes that any necessary upgrades or replacements  will
be minimal, and, if necessary, will be funded out of existing cash
flows from operations.

The Company does not believe costs related to Year 2000 Compliance
will be material to its financial position or results of operation
and,  to date, such costs have not been separately accounted  for.
However,  the  costs  of the project and the  date  on  which  the
Company plans to complete the Year 2000 modifications are based on
management's best estimates. These estimates were derived based on
various  assumptions  of  future events  including  the  continued
availability  of  resources, third-party modification  plans,  and
other  factors. Failures by significant vendors and/or failure  by
the   Company  to  satisfactorily  complete  it  own  plans  could
adversely  impact  the  project's cost and  its  completion  date.
Consequently,  there  is  no assurance that  the  forward  looking
estimates  will be realized and actual costs and vendor compliance
could  be  significantly different than anticipated,  which  could
result in material financial risk.

The  failure to correct a material Year 2000 problem could  result
in  an  interruption in, or a failure of, certain normal  business
activities  or  operations.  Such failures  could  materially  and
adversely  affect  the Company's results of operations,  liquidity
and  financial condition. Due to the general uncertainty  inherent
in  the  Year 2000 problem, resulting in part from the uncertainty
of the Year 2000 readiness of third-party suppliers and customers,
the  Company is unable to provide assurance at this time that  the
consequences of Year 2000 failures will not have a material impact
on  the  Company's results of operations, liquidity  or  financial
condition.  The  Year  2000 Project is expected  to  significantly
reduce  the  Company's level of uncertainty about  the  Year  2000
problem  and,  in particular, about the Year 2000  compliance  and
readiness  of  its material External Agents. The Company  believes
that,  with  the  implementation  of  new  business  systems   and
completion  of  the  Project  as  scheduled,  the  possibility  of
significant interruptions of normal operations should be reduced.


Forward Looking Comments

The  statements  under "Management's Discussion  and  Analysis  of
Financial   Condition  and  Results  of  Operations"   and   other
statements  which  are not historical facts contained  herein  are
forward  looking  statements  that involve  estimates,  risks  and
uncertainties, including but not limited to:  consumer demand  and
market  acceptance  risk; the level of and  the  effectiveness  of
marketing  campaigns  by  the Company and  PHI,  and  the  overall
success   of   the  Company's  franchisor;  the  integration   and
assimilation  of acquired restaurants; training and  retention  of
skilled  management and other restaurant personnel; the  Company's
ability  to  locate  and secure acceptable restaurant  sites;  the
effect   of   economic   conditions,   including   interest   rate
fluctuations,  the impact of competing restaurants  and  concepts,
new  product introductions, product mix and pricing, the  cost  of
commodities and other food products, labor shortages and costs and
other  risks  detailed  in the Company's Securities  and  Exchange
Commission filings.


PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings

There  have  been  no  material changes in the  legal  proceedings
reported in the Company's Annual Report on Form
10-K for the year ended March 31, 1998.


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

 (a) Exhibits

     The following Exhibit is filed as part of this Report:

     Exhibit 27 - Financial Data Schedule

 (b) Reports on Forms 8-K (incorporated by reference)

     None



Signature

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.


                              NPC INTERNATIONAL, INC.
                              (Registrant)



DATE: January 25, 1999
 Vice President Finance       Troy D. Cook
 Chief Financial Officer
 Principal Financial Officer


DATE: January 25, 1999
 Vice President,              Alan L. Salts
 Restaurant Services
 Chief Accounting Officer