26
                                    

                                    
                              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 24, 1996

[  ] 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 30, 1997:

          Common Stock, $0.01 par value - 24,607,119 

                                    
                                    
NPC INTERNATIONAL, INC.



INDEX


                                                      PAGE

PART I.   FINANCIAL INFORMATION

     Consolidated Balance Sheets --
        December 24, 1996 and March 26, 1995            3

    Consolidated Statements of Income --
        For the Thirteen and Thirty-Nine Weeks Ended
        December 24, 1996 and December 26, 1995         4

    Consolidated Statements of Cash Flows --
        For the Thirteen and Thirty-Nine Weeks Ended
        December 24, 1996 and December 26, 1995         5

    Notes to Consolidated Financial Statements          6

    Management's Discussion and Analysis of
        Financial Condition and Results of Operations   7


PART II.  OTHER INFORMATION   14


                     PART I - FINANCIAL INFORMATION
                         NPC International, Inc.
                       Consolidated Balance Sheets
          (Unaudited, dollars in thousands, except share data)
                                    
                              Thirty-Nine Weeks Ended
                         December 24, 1996         March 26, 1996
ASSETS
Current Assets:
  Cash and cash equivalents        $  2,539            $  1,584
  Accounts receivable, net            2,372              10,104
  Notes receivable, net                 611                 831
  Inventories of food and supplies    3,322               3,730
  Income tax receivable                 257                 285
  Deferred income tax asset           5,165              12,186
  Prepaid expenses and
           other current assets       2,941               2,367
    Total current assets           $ 17,207            $ 31,087

Facilities and equipment, net       117,286              93,541
Assets held for sale                  4,798               5,904

Franchise rights, net                68,766              43,512
Goodwill                             18,445              19,092
Other assets                          4,153               4,693
TOTAL ASSETS                       $230,655            $197,829

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
  Accounts payable                 $ 12,752            $ 10,410
  Payroll taxes                       1,270               1,647
  Accrued interest                    1,076               2,159
  Accrued payroll                     5,332               4,385
  Current portion of closure reserve    325               3,500
  Insurance reserves                  4,421               4,151
  Other accrued liabilities           6,535               6,617
  Current portion of long-term debt     441                 535
    Total current liabilities        32,152              33,404

Long-term debt                       92,671              72,793
Deferred income tax liability         3,373               3,981
Closure reserve                       5,023               4,000
Other deferred items                    195                 168
Health and workers
          compensation reserves       6,354               6,163

Stockholders' Equity:
  Common stock, $.01 par value
  100,000,000 shares authorized,
           27,592,510 issued            276                 276
Paid-in capital                      20,986              21,829
Retained earnings                    90,162              77,016
                                    111,424              99,121
Less treasury stock at cost,
 representing  2,988,241 and
 3,070,078 shares, respectively     (20,537)            (21,801)
  Total stockholders' equity         90,887              77,320

TOTAL LIABILITIES AND EQUITY       $230,655            $197,829

             See Notes to Consolidated Financial Statements



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

                       Thirteen Weeks Ended         Thirty-Nine Weeks Ended
                     Dec. 24, 1996 Dec. 26, 1995  Dec. 24, 1996 Dec. 26, 1995

Net Sales                $  72,065 $  75,954           $209,893  $ 235,829
Net franchise revenue        1,646     1,693              4,790      4,324
  Total revenue             73,711    77,647            214,683    240,153

Cost of sales               20,906    22,684             59,302     70,293
Direct labor                20,681    20,527             58,968     65,066
Other                       19,796    20,078             56,462     62,792
  Total operating
           expenses         61,383    63,289            174,732    198,151

Income from restaurant
 operations                 12,328    14,358             39,951     42,002

General & administrative
 expenses                    5,082     6,102             14,854     17,729

Operating income             7,246     8,256             25,097     24,273

Other income (expense)
  Interest expense          (1,334)   (1,531)            (3,731)    (4,740)
  Other                        112      (254)               184       (221)

Income before income taxes   6,024     6,471             21,550     19,312

Provision for income taxes   2,346     2,559              8,404      7,638

Net income                 $ 3,678   $ 3,912            $13,146    $11,674

Earning per share            $ .15     $ .16              $ .53    $   .47

Weighted average shares
  outstanding           24,945,579  24,703,935       25,008,831 24,630,160


             See Notes to Consolidated Financial Statements
                                    
NPC International, Inc.
Consolidated Statements Of Cash Flow
(Unaudited, dollars in thousands)
                                              Thirty-Nine Weeks Ended
                                            Dec . 24, 1996 Dec. 26, 1995

Cash Flows Provided By Operating Activities:

Net income                                        $13,146   $11,674
Non-cash items included in net income:
  Depreciation and amortization                   12,245     14,442
  Amortization of pre-opening costs                 1,272       682
  Deferred income taxes and other                  6,413      3,301

Change in assets and liabilities, net of acquisitions:
  Accounts receivable, net                           132      1,034
  Notes receivable, net                              220        529
  Inventories of food and supplies                   554     (1,898)
  Income tax receivable                               28      4,550
  Prepaid expenses and other current assets       (1,846)       916
  Accounts payable                                 2,342      1,701
  Payroll taxes                                     (377)        26
  Accrued interest                                (1,083)      (784)
  Accrued payroll                                    947        868
  Health and workers compensation 
          insurance reserves                         461      1,229
  Other accrued liabilities                       (2,208)    (5,259)
     Net cash flows provided by 
             operating activities                 32,246     33,011

Cash Flows Used By Investing Activities:

Capital expenditures                            (32,287)    (18,804)
Acquisition of business assets, net of cash     (28,080)    (13,400)
Changes in other assets, net                        660         769
Proceeds from sale of capital assets              8,211       4,716
  Net cash flows used in investing activities   (51,496)    (26,719)

Cash Flows Used By Financing Activities:

Payment of special dividend                         --      (5,213)
Purchase of treasury stock                         (904)        --
Net change in revolving credit agreement         29,495    (16,510)
Proceeds from issuance of long-term  debt           --      20,000
Payment of long-term debt                        (9,711)    (6,211)
Exercise of stock options                         1,325         81
  Net cash flows (used in) provided by
  financing activities                           20,205     (7,853)


Net Change In Cash And Cash Equivalents             955     (1,561)

Cash And Cash Equivalents At Beginning Of Period  1,584      9,971

Cash And Cash Equivalents At End Of Period       $2,539     $8,410

See Notes to 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 are eliminated.

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 26, 1996.

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 24, 1996 and March 26, 1996,  and  the
results  of operations and cash flows for the thirteen and  thirty-
nine  weeks ended December 24, 1996 and December 26, 1995.  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 - Cash Flows

There  were  cash  payments  for income  taxes  of  $1,740,000  and
$2,840,000  in the thirty-nine weeks ended December  24,  1996  and
December  26,  1995 respectively.  Cash paid for interest  for  the
thirty-nine weeks ended December 24, 1996 and December 26, 1995 was
$4,814,000 and $5,104,000 respectively.

Note 3 - Recapitalization

On  August  8,  1995,  the stockholders of NPC International,  Inc.
approved  and adopted two amendments to the Company's  Amended  and
Restated  Articles of Incorporation to allow for the payment  of  a
dividend  to  the  holders  of the Class  A  common  stock  and  to
subsequently reclassify and convert the outstanding shares of Class
A  common stock and Class B common stock into a single class of new
common  stock.   To  compensate the Class A  stockholders  for  the
relinquishment  of  their  voting rights,  a  special  dividend  of
$0.421875  per Class A share was also approved for stockholders  of
record  as  of August 8, 1995, and was paid August 30,  1995.   For
additional  information,  please  refer  to  the  Company's   proxy
statement for the 1995 Annual Meeting.

Note 4  - Acquisitions

On January 24, 1997, the Company announced that they entered into a
letter  of  intent to acquire 122 units from Pizza Hut, Inc.   This
transaction,  if  consummated, would increase the total  number  of
Pizza  Hut units operated by the Company to over 530.  These  units
consist  of  88  restaurants and 34 delivery  carry-out  facilities
which  generate annual sales volume of approximately  $71  million.
It  is  anticipated that the transaction will close in  two  phases
during  March  1997 and is subject to negotiation of  a  definitive
asset  acquisition  agreement, board approval  of  both  companies,
financing, and approval from regulatory agencies.

This  acquisition follows the Company's purchase of 31  units  from
R&W  Pizza  Huts of North Carolina, Inc. which closed  October  31,
1996.   The addition of the North Carolina stores contributed  $3.6
million in sales during the quarter.
NPC International, Inc.
Management's Discussion and Analysis
of Financial Condition and Results of Operations

The  discussions  set forth in this Form 10-Q may contain  forward-
looking comments.  Actual results of the Company's operations could
materially  differ  from  those indicated  in  the  forward-looking
comments.   The difference could be caused by a number of  factors,
including,  but not limited to, changes in consumer demand,  market
acceptance  of  new  products,  changes  in  the  general   economy
(including  changes in interest rates), increased competition  from
existing  restaurants and/or from the development of new  concepts,
fluctuations  in  the  prices  of the commodities  and  other  food
products  used  by  the Company, labor shortages,  fluctuations  in
labor  costs  and  other factors detailed in the  Company's  public
filings.  Readers are strongly encouraged to consider these factors
when   evaluating  any  forward-looking  comments  concerning   the
Company.

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 26, 1996.

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

Overview - The Company is the largest Pizza Hut franchisee  in  the
world.   Through  Romacorp, Inc., a wholly  owned  subsidiary,  the
Company  is  the owner/franchisor of Tony Roma's, the casual  theme
restaurant famous for ribs.   Romacorp, Inc. was acquired  in  June
1993.

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.

Tony Roma's is a casual theme restaurant that is "Famous for Ribs".
The  restaurant's signature products are baby back ribs with a mild
tangy  sauce  and deep fried onion loafs.  The menu  also  includes
spare  ribs  with  three sauce varieties, chicken, seafood,  soups,
salads, appetizers, a children's menu and dessert.

Each  of  the Company's concepts serve beer and/or other  alcoholic
beverages.   These products are not a significant  portion  of  the
sales mix at Pizza Hut, however, they comprise approximately 11% of
sales at Tony Roma's.

Service  -  Pizza  Hut  provides a buffet with  table  service  for
beverages  during  lunch and full table service  for  dinner,  with
delivery  and carry-out available throughout the day.  Tony  Roma's
offers  a  fully staffed dining experience throughout the  day  and
evening.

Period  of  Operation - The Company operates on a  52  or  53  week
fiscal year ending the last Tuesday in March.
Development

Activity  with respect to unit count is set forth in  the  table
below:

SYSTEM UNIT ACTIVITY

1997 THIRD QUARTER
                    Beginning Developed Acquired Closed  Sold Ending
Company Owned
Pizza Hut
  Restaurant        282        8        28        (2)  ----      316
  Delivery           93        1         3        (1)  ----       96
  Total Pizza Hut   375        9        31        (3)  ----      412
Tony Roma's *        34        5        --        (2)  ----       37
  Total Company 
      Owned         409       14        31        (5)  ----      449
Franchised
    Tony Roma's *   136        3        --         --  ----      139
Total System        545       17        31        (5)  ----      588


1997 YEAR-TO-DATE
                    Beginning Developed Acquired Closed  Sold Ending
Company Owned
Pizza Hut
  Restaurant        279       13        28        (4)  ----      316
  Delivery           93        3         3        (3)  ----       96
  Total Pizza Hut   372       16        31        (7)  ----      412
Tony Roma's *        33       10        --        (6)  ----       37
  Total Company 
           Owned    405       26        31       (13)  ----      449
Franchised
    Tony Roma's     142       12        --       (15)  ----      139
Total System        547       38        31       (28)  ----      588

* Does not include two units operated as joint ventures by the Company



Pizza  Hut achieved its target objective and opened five new  units
and  four  relocation units during the quarter.  On a  year-to-date
basis,  Pizza  Hut has opened eleven new units, net of relocations,
and expects to fulfill its goal of fifteen new units by the end  of
this  fiscal  year, seven to eight of which will  be  "small  town"
units.    Pizza   Hut  closed  three  units  during  the   quarter.
Operation   of   older  units  that  are  no  longer   economically
justifiable is discontinued or the unit is relocated.

Tony Roma's opened five new units during the quarter for a total of
ten new units on a year-to-date basis.  The Company expects to meet
its  goal of twelve new restaurants and two relocations for  fiscal
1997.    In   conjunction  with  the  restaurant  closing  strategy
implemented during the fourth quarter of fiscal 1996, one unit  was
closed  during  the quarter for a total of five on  a  year-to-date
basis.   The final store relocation will occur in the fourth fiscal
quarter.  The Company recorded a $3.5 million charge in the  fourth
quarter of fiscal 1996 to reserve for these closures.

The  Company  continued to strengthen the quality of the  franchise
system  by  eliminating  poor performing  franchisees,  closing  15
stores  to date.  Of the twelve franchised units that have  opened,
eight are international and four are domestic.

Results  of Operations - Set forth below, at the beginning  of  the
section  discussing  the  results of operations  for  each  concept
operated  by  the  Company, is a table of  revenues  and  operating
expenses,  as a percent of revenues, for the thirteen  and  thirty-
nine  weeks ended December 24, 1996 and December 26, 1995  (dollars
in  thousands).   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 rent,  depreciation,
advertising,  utilities, supplies and insurance among  other  costs
directly associated with operating a restaurant facility.

PIZZA HUT OPERATIONS
(Unaudited)

                     Thirteen Weeks Ended          Thirty-Nine Weeks Ended
                 Dec. 24, 1996  Dec. 26, 1995     Dec. 24, 1996 Dec. 26, 1995

  Restaurant Sales   $42,715      $39,901         $123,826      $126,708
  Delivery Sales      12,189       12,774           37,097        39,400
  Franchise Revenue       --           --               --            11
    Total Revenue    $54,904      $52,675         $160,923      $166,119

Restaurant Operating Expenses as a Percentage of Revenue
Total Expenses
  Cost of Sales         27.4%          26.8%            26.5%          26.4%
  Direct Labor          27.7%          26.0%            27.1%          26.6%
  Other                 27.2%          25.2%            26.9%          25.4%
    Total Operating 
          Expenses      82.3%          78.0%            80.5%          78.4%
Restaurant Income       17.7%          22.0%            19.5%          21.6%

Restaurant Expenses
  Cost of Sales         27.7%          27.2%            26.7%          26.7%
  Direct Labor          26.5%          24.7%            25.8%          25.2%
  Other                 27.7%          25.4%            27.3%          25.6%
    Total Operating 
          Expense       81.9%          77.3%            79.8%          77.5%
Restaurant Income       18.1%          22.7%            20.2%          22.5%

Delivery Expenses
  Cost of Sales         26.3%          25.8%            25.7%          25.5%
  Direct Labor          31.9%          30.4%            31.5%          30.9%
  Other                 25.4%          24.3%            25.6%          24.7%
  Total Operating 
        Expenses        83.6%          80.5%            82.8%          81.1%
Restaurant Income       16.4%          19.5%            17.2%          18.9%

Comparison of Pizza Hut Operating Results for the Thirteen  and Thirty-
Nine Weeks Ended
December 24, 1996 and December 26, 1995

Revenue  from Pizza Hut Operations was $54.9 million for the quarter,
an increase of $2.2 million or 4% from the prior year.  This increase
is  due  to  a  weighted  average 2% price  increase  implemented  in
September 1996, and the acquisition of 31 units on October 31,  1996.
During  the  quarter,  management estimates that  approximately  one-
quarter to one-half of the price increase was realized due to a  high
volume  of  promotional pricing.  For the year-to-date,  revenue  was
$161  million, down $5.1 million or 3.1% from a year ago.  Comparable
sales  decreased  5.0% for the quarter and 7.2% for the  year-to-date
largely  due  to the successful introduction of stuffed  crust  pizza
last year  and a relatively sluggish third fiscal quarter, consistent
with industry trends.  The decrease in stuffed crust sales is typical
of  sales fluctuations associated with new product introductions  and
is  not  considered indicative of declining demand for the  company's
standard  product line of quality pizza products.  Excluding  stuffed
crust  sales, total revenue for the quarter and year-to-date  was  9%
and 8% higher than last year.

Cost of sales as a percent of revenue increased from 26.8% during the
same  quarter  last year to 27.4% for this  year.  On a  year-to-date
basis  cost  of  sales increased slightly from 26.4% to  26.5%.   The
increase  for  the quarter is due largely to increased cheese  prices
that were 13.5%  higher than last year for the first ten weeks of the
quarter  before  falling below last year's levels  during  the  final
three weeks for an average increase of 8.5% from the prior year.  For
the  year-to-date, cheese prices have averaged 12% higher than a year
ago.   However, cost of sales, as a percent of revenue, is consistent
with  last  year  due to the higher cheese content of  stuffed  crust
pizza  and  its  promotional pricing that was in  effect  during  its
introduction.   (See  Effects  of Inflation  and  Other  Matters  for
additional information on cheese costs.)

Direct labor for the quarter and year-to-date increased from 26.0% to
27.7%  of  sales  and 26.6% to 27.1% respectively. The  current  year
results  are heavily impacted by increased minimum wage, the  decline
in comparable sales  and increased promotional pricing.

Other  operating expenses increased as a percentage of sales to 27.2%
for  the quarter and 26.9% for the year-to-date from 25.2% and  25.4%
for  the  same periods of the prior year.  This increase is primarily
due  to  the  increase  in the royalty rate  paid  to  the  Company's
franchisor as disclosed in previous filings.  Effective July 1996 the
royalty rate increased from an effective rate of 2.26% to 4.0%.  Also
contributing to the increase in these costs as a percent of sales was
the  effect  of  lower per unit sales volumes on these largely  fixed
costs.

   TONY ROMA'S OPERATION
   (Unaudited)
                      Thirteen Weeks Ended        Thirty-Nine Weeks
   Ended
                    Dec. 22, 1996   Dec. 24, 1995  Dec. 22, 1996 Dec. 24, 1995
   
   
     Restaurant Sales    $17,161          $12,411    $48,970      $35,690
     Franchise Revenue     1,646            1,679      4,790        4,231
       Total Revenue     $18,807          $14,090    $53,760      $39,921
   
Restaurant Operating
   Expenses as a Percentage
   of Revenue
     Cost of Sales       31.3%            29.9%        31.0%       31.0%
     Direct Labor        29.2%            26.9%        28.5%       27.5%
     Other               25.8%            24.5%        24.5%       25.0%
       Total Operating
           Expenses      86.3%            81.3%        84.0%       83.5%
   Restaurant Income     13.7%            18.7%        16.0%       16.5%
   

Comparison of Tony Roma's Operating Results for the Thirteen  and
Thirty-Nine Weeks Ended
December 24, 1996 and December 26, 1995

Sales  for the quarter increased $4.8 million or 38.3% over the  same
period  last year.  On a year-to-date basis, sales were $13.3 million
or  37.2% greater than last year.  The increase is due to the opening
of  five  new restaurants during the quarter, and ten units  year-to-
date.   During  the quarter approximately 32% of units  in  operation
were  opened in the last twelve months.  Contributing to the increase
are  comparable sales increases for the quarter of .36% and 1.5%  for
stores  open greater than 12 months and 18 months respectively.   For
the  year-to-date  comparable sales  on  a  12  and  18  month  basis
increased 1.7% and 2.5% respectively.  The Company implemented a 2.8%
price increase during the middle of October.

Net  franchise  for the quarter was consistent with the  same  period
last  year.   For  the year-to-date, net franchise revenue  increased
$559,000 or 13.2%.  This increase is due to the sale of international
franchise  rights,  and  franchisee openings,  eight  of  which  were
international  locations.  Additionally, royalty  revenue  is  higher
than  last  year and the associated costs, principally related  to  a
lower  provision for bad debts, have been reduced due to a  franchise
system that continues to strengthen through the close of lower volume
and  delinquent franchised operations and the addition of new  higher
volume locations.

For the quarter, cost of sales as a percent of revenue increased from
29.9%  to  31.3%, while remaining flat at 31.0% for the year-to-date.
The  current  period  increase is largely  due  to  restaurant  sales
becoming  a  more  significant portion of the total  revenue.   As  a
percent of restaurant sales, cost of sales increased 41 basis  points
over  the  same quarter last year but on a year-to-date basis  is  69
basis points lower than last year.  Year-to-date results reflect  the
previous  year  menu  modification and price increase.   The  current
quarter  increase  is  due to increased rib prices,  which  were  15%
greater  than last year, and inefficiencies stemming from the opening
of five units during the period.

During  the fifteen weeks preceding the end of the quarter seven  new
units  were  opened.   Strategically, staffing levels  at  restaurant
openings   are  higher  than  at  units  with  a  mature   operation.
Additionally,  during this time, focus is placed on  maintaining  the
number  of  tables in service at lower than normal levels.   This  is
done  to  ensure  a  quality experience and  promote  long-term  high
frequency  repeat  business.  This results in additional  labor  cost
during  the  first  six  months  of  operation  although  significant
improvement  is  expected within the first  sixteen  weeks.   With  a
significant portion (23%) of restaurants in the "start-up" phase, and
net franchise revenue decreasing as a percent of total revenue, labor
cost increased to 29.2% and 28.5% of revenue for the quarter and year-
to-date respectively, from 26.9% and 27.5% for the same periods  last
year.

Other operating expenses, as a percent of revenues increased to 25.8%
for  the  quarter  up  from  24.5% for last year  while  year-to-date
results  of  24.5%  remain below last year's levels  of  25.0%.   The
increase for the quarter is primarily due to the amortization of pre-
opening  cost  associated with stores opened during the  last  twelve
months.  After these costs are amortized over the first twelve months
of  operation,  the new, higher volume units are expected  to  better
leverage the relatively fixed other operating expenses.

Consolidated Results

Comparison  of  Consolidated Operating Results for the  Thirteen  and
Thirty-Nine Weeks Ended
December 24, 1996 and December 26, 1995

As  reported in the Company's Annual Report on Form 10-K for the year
ended  March  26,  1996,  Skipper's, Inc.,  a  formally  wholly-owned
subsidiary,  was  sold  effective March 25, 1996  and  therefore,  no
results  of  Skipper's  operations are  reflected  in  the  Company's
financial  statements for the current year.  During the thirteen  and
thirty-nine  weeks ended December 26, 1995 Skipper's,  Inc.  recorded
revenues of $10.9 million and $34.1 million, total operating expenses
of  $10.8  million  and  $34.6 million, and  an  income  (loss)  from
restaurant  operations of $122,000 and $(492,000) respectively.   The
sale of Skipper's, Inc. closed on May 14, 1996.

Total  consolidated  revenue was $73.7 million,  down  5.1%  or  $3.9
million from the $77.6 million recorded during the same quarter  last
year.   For the year-to-date, revenue declined 10.6% or $25.4 million
from  $240.1 million to $214.6 million.  These decreases are  largely
due  to  the loss of revenue from the sale of Skipper's Inc.  in  the
fourth quarter of fiscal 1996.

Consolidated income from restaurant operations was $12.3  million  or
16.7%  of revenue for the quarter compared to $14.4 million or  18.5%
last  year.   For the year-to-date, income from restaurant operations
was  $39.9  million or 18.6% of revenue compared to $42.0 million  or
17.5% last year.  For the quarter, income from restaurant operations,
as  a  percent  of  revenue, decreased compared  to  the  prior  year
primarily due to the decrease in operating margin attributable to the
factors  previously  outlined in the concept specific  discussion  of
operating  results.   For  the year-to-date  income  from  restaurant
operations,  as  a percent of revenue, improved from the  prior  year
despite  increased  cheese costs and franchise  fees  and  comparable
sales declines in the Company's Pizza Hut division.  This improvement
is   due to eliminating the operating losses from the divestiture  of
Skipper's.

General and administrative costs have been reduced due to the sale of
Skipper's.   Additionally, these costs are being better leveraged  by
the   remaining   operations.    For   the   quarter,   general   and
administrative  expenses decreased 16.7% or  $1,020,000  to  6.9%  of
revenue,  compared to 7.9% of revenue last year.  On  a  year-to-date
basis,  general  and  administrative  expenses  are  down  16.2%   or
$2,875,000 to 6.9% of revenue from 7.4% last year.

The  sales proceeds from the divestiture of Skipper's, Inc. and  debt
reductions from the previous three quarters resulted in a decrease of
$197,000  and $1,009,000 in net interest charges for the quarter  and
year-to-date.   Net  income for the quarter as a percent  of  revenue
remained  flat at 5.0% and was $3,678,000 compared to $3,912,000  for
the  same  period last year.  Year-to-date net income was $13,146,000
or  6.1% of revenue for an increase of 12.6% from the $11,674,000  or
4.9%  of  revenue for the same period last year.  The  effective  tax
rate for the quarter and year-to-date was 39% compared to 39.55%  for
the same periods last year.

Because of improved efficiencies and reduced losses at Skipper's, net
income after taxes improved 31.65% overall.

Liquidity, Capital Resources and Cash Flows

The  Company's primary source of cash is its operations.  Net income,
adjusted for non-cash charges increased $2.9 million or 9.9% over the
prior  year to $33.0 million on a year-to-date basis due to increased
earnings  and tax benefits derived from the realization of a deferred
tax  asset  established  in  fiscal  1996  related  to  the  sale  of
Skipper's,  Inc.   Adjusted  for various  changes  in  balance  sheet
accounts,  cash  flow  from operating activities  was  $32.2  million
compared to $33.0 million for the same period of the prior year.

In  addition to cash provided by operations, the Company  has  a  $50
million  unsecured  line of credit through  December  13,  1998.   At
December  24, 1996, the Company had $9.6 million available  borrowing
capacity under this agreement.  The acquisition of R&W Pizza Huts  of
North  Carolina,  Inc., which closed October  31,  1996,  was  funded
through  the  line  of credit.  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.

The  Company  also  has $30 million in available  borrowing  capacity
under a "shelf" facility with a major insurance company.  The Company
may  borrow under this agreement, at the lender's discretion, through
June 27, 1997.

During  the  thirty-nine weeks ended December 24, 1996,  the  Company
made  all  scheduled  principal  and interest  payments  and  reduced
borrowings under the line of credit.

Restaurant  development  through  construction  at  Tony  Roma's  and
acquisition  and  construction at Pizza Hut, in  addition  to  normal
recurring  capital expenditures, resulted in $60.3 million  of  total
capital  expenditures for the year-to-date compared to $32.2  million
of  capital  expenditures  for the same  period  a  year  ago,  which
included  $13.4 million related to the acquisition of  23  Pizza  Hut
units.   Investing activities for the current quarter  also  included
the receipt of $7.6 million from the sale of Skipper's, Inc.

The  Company  anticipates  cash flow from operations  and  additional
borrowings  will  be  sufficient  to fund  continuing  expansion  and
improvements,  to  service debt obligations and  to  make  additional
acquisitions  of  restaurants  and concepts.   Additional   financing
capacity will be necessary to complete the 122 unit acquisition.


Seasonality

As  a  result of the diversification of its restaurant concepts,  the
Company  has  not experienced significant seasonality in  its  sales.
Tony Roma's sales are traditionally higher from January to March  due
to  an  increase in the vacation and part time residence activity  in
the  desert  and  beach  areas  where a  significant  number  of  the
Company's  units  are located.  Correspondingly, these  areas  see  a
decrease  in  traffic  during  the  warmer  months  of  July  through
September.

As  Tony  Roma's  becomes a more significant portion of  consolidated
sales,  the  seasonal  nature  of their  operations  will  have  more
significant  influence  on the seasonal cycles  of  the  consolidated
sales volume.

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 hourly rates related  to  federal  and
state  minimum wage and tip credit laws, changes in these  laws  will
result in increases in 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.

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.  Baby back ribs represent approximately  28%  of  the
menu  mix  at  Tony  Roma's.  Because ribs are a by-product  of  pork
processing,  their  price is influenced largely  by  the  demand  for
boneless   pork.   Significant  changes  in  the  prices   of   these
commodities  would have an impact on the Company's  food  cost  as  a
percent of revenue

Increases  in  interest  rates would directly  affect  the  Company's
financial  results.  Under the line of credit agreement, the  company
may  select among alternative interest rate options with terms up  to
six  months in length to reduce its exposure to fluctuating  interest
rates.

Other Matters

Safe  Harbor  --  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  risks  and  uncertainties,
including  but not limited to, consumer demand and market  acceptance
risk,  the  effect  of economic conditions, including  interest  rate
fluctuation,  the impact of competing restaurants and  concepts,  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.

Revisions in the current minimum wage laws increased the minimum wage
from  $4.25  to $4.75 per hour on October 1, 1996, with an additional
increase  to  $5.15 per hour on September 1, 1997.  The minimum  wage
for  tipped  employees   remained unchanged, but  employers  will  be
required to adjust the employees compensation to minimum wage if tips
received  are  not sufficient, which has been the Company's  practice
historically.   Management  anticipates  the  increase  to  $5.15  in
September  1997, will increase labor cost, as a percent of  sales  by
approximately  one-half of one percentage point over  current  levels
for both Pizza Hut and Tony Roma's.  In California, minimum wage will
increase  to $5.00 on March 1, 1997 based on state statute,  then  in
September  1997,  the  federal  law, as  previously  mentioned,  will
increase  the  minimum  to  $5.15.   The  California  increase,  once
implemented, is expected to increase labor as a percent of  sales  at
Tony  Roma's  by approximately 15 basis points.  These estimates  are
made without consideration of the impact of menu price increases  and
other strategies.

Cheese costs at Pizza Hut are expected to remain equal to or slightly
lower than prior year levels through the remainder of the year.  Tony
Roma's  rib  costs  for  the  fourth  quarter  are  projected  to  be
approximately  3% to 5% higher than the average cost incurred  during
the  third  quarter,  and 22% to 25% higher compared  to  last  year.
Relief  is expected late in the second, or early in the third quarter
of fiscal 1998.

In  response to the above factors, management implemented menu  price
increases at both concepts.  In late September, Pizza Hut initiated a
weighted  average  2%  price  increase.  Significant  items  effected
include the base price of a cheese pizza, and increased lunch  buffet
price.   Realization of the increase will vary with  the  success  of
various   promotional   pricing   strategies   on   selected   items.
Approximately one quarter to one-half of the increase is expected  to
be  realized.   Tony Roma's increased their menu  price  by  2.8%  on
October 14, 1996.


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 26, 1996.

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 exhibits are  included  with  this
report:

     The following Exhibits are filed as part of this Report:

      Exhibit  11  - Statement Regarding Computation  of  Per  Share
Earnings - Page 16.

     Exhibit 27 - Financial Data Schedule

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

      The  following  reports  on Form 8-K  were  filed  during  the
thirteen weeks ended December 24, 1996.

      October  7,  1996  -  Announcement of the Acquisition  of  R&W
Restaurants of North Carolina, Inc.

       November  14,  1996  -  Completion  of  the  acquisition  of  R&W
Restaurants of North Carolina

    Additionally,  on February 3, 1997, a Form 8-K was filed  announcing
     the Acquisition of 122 units from Pizza Hut, Inc.







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: February 6, 1997        Troy D. Cook
 Vice President Finance and
 Chief Financial Officer
 (Principal Financial Officer)


DATE: February 6, 1997        Alan L. Salts
 Corporate Controller and
 Chief Accounting Officer
 (Principal Accounting Officer)


                               Exhibit 11
                         NPC INTERNATIONAL, INC.
          Statement Regarding Computation of Per Share Earnings
                               (Unaudited)

                      Thirteen Weeks Ended         Thirty-Nine Weeks Ended
                   Dec. 24, 1996  Dec. 26, 1995   Dec. 24, 1996 Dec. 26, 1995

Shares outstanding at
beginning of period     24,694,711     24,512,324    24,522,432   24,505,324

Weighted average 
of shares issued 
during period              (38,145)         3,342       132,565        5,030

Assuming exercise of options
and warrants reduced by the
number of shares which could
have been purchased with the
proceeds from exercise     289,013        188,269       353,834      119,806

Shares outstanding for computation
of per share earnings   24,945,579     24,703,935    25,008,831   24,630,160

Net income              $3,678,000     $3,912,000    $13,146,000 $11,674,000

Earnings per share       $ .15           $ .16         $ .53           $ .47

FULLY DILUTED
Shares outstanding at
beginning of period     24,694,711     24,512,324    24,522,432   24,505,324

Weighted average of shares
issued during period       (38,145)         3,342       132,565        5,030

Assuming exercise of options
and warrants reduced by the
number of shares which could
have been purchased with the
proceeds from exercise     289,013       192,817        353,834       133,291

Shares outstanding for computation
of per share earnings   24,945,579    24,708,483     25,008,831    24,643,645

Net income              $3,678,000    $3,912,000    $13,146,000   $11,674,000

Earnings per share          $ .15          $ .16          $ .53    $     .47