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 26, 2000
[  ] 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.

|Kansas                   | 48-0817298                          
|------------------------ | ------------------------------------
|(State of Incorporation) | (IRS Employer Identification Number)



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 19, 2001:

Common Stock, $0.01 par value - 21,846,924

NPC INTERNATIONAL, INC.

|INDEX |  | PAGE
|----- |  | ----

|PART I.  | FINANCIAL INFORMATION                                                                                                       |   
|-------- | --------------------------------------------------------------------------------------------------------------------------- | --
|         |                                                                                                                             |   
|         | Consolidated Balance Sheets--December 26, 2000 and March 28, 2000                                                           | 3 
|         |                                                                                                                             |   
|         | Consolidated Statements of Income-- 
   for the Thirteen and Thirty-Nine Weeks EndedDecember 26, 2000 and December 28, 1999 | 4 
|         |                                                                                                                             |   
|         | Consolidated Statements of Cash Flows--
   for the Thirty-Nine Weeks EndedDecember 26, 2000 and December 28, 1999           | 5 
|         |                                                                                                                             |   
|         | Notes to Consolidated Financial Statements                                                                                  | 6 
|         |                                                                                                                             |   
|         | Management's Discussion and Analysis of 
Financial Condition and Results of Operations                                      | 8 
|         |                                                                                                                             |   
|         |                                                                                                                             |   
|PART II. | OTHER INFORMATION                                                                                                           | 17





PART I.     FINANCIAL INFORMATION

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

| | Dec. 26, 2000 | March 28, 2000
| | ------------- | --------------

|ASSETS                                                                                |             |           
|------------------------------------------------------------------------------------- | ----------- | ----------
|Current assets:                                                                       |             |           
|Cash and cash equivalents                                                             | $     1,800 | $    3,842
|Accounts receivable, net                                                              | 1,304       | 946       
|Inventories of food and supplies                                                      | 3,607       | 3,154     
|Deferred income tax asset                                                             | 3,218       | 3,218     
|Prepaid insurance premiums                                                            | 1,619       | 948       
|Prepaid rent payments                                                                 | 1,646       | 1,581     
|Prepaid expenses and other current assets                                             | 940         | 682       
|Total current assets                                                                  | 14,134      | 14,371    
|Facilities and equipment, net                                                         | 154,466     | 126,556   
|Franchise rights, less accumulated amortizationof $40,425 and $33,605, respectively   | 249,399     | 239,607   
|Goodwill, less accumulated amortization of$1,660 and $1,562, respectively             | 2,481       | 2,578     
|Investments, at cost                                                                  | 6,738       | 6,738     
|Other assets                                                                          | 6,701       | 5,705     
|TOTAL ASSETS                                                                          | $  433,919  | $  395,555
|                                                                                      | ========    | ========  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                  |             |           
|Current liabilities:                                                                  |             |           
|Accounts payable                                                                      | $   13,192  | $   12,011
|Payroll taxes                                                                         | 1,844       | 2,150     
|Sales taxes                                                                           | 2,498       | 2,457     
|Accrued interest                                                                      | 1,394       | 3,509     
|Accrued payroll                                                                       | 8,511       | 9,775     
|Income tax payable                                                                    | 3,571       | 3,730     
|Current portion of closure reserve                                                    | 1,000       | 1,000     
|Insurance reserves                                                                    | 5,607       | 5,277     
|Other accrued liabilities                                                             | 7,106       | 5,184     
|Total current liabilities                                                             | 44,723      | 45,093    
|Long-term debt                                                                        | 194,600     | 166,900   
|Deferred income tax liability                                                         | 7,102       | 7,102     
|Closure reserve                                                                       | 3,510       | 4,205     
|Other deferred items                                                                  | 5,069       | 4,736     
|Insurance reserves                                                                    | 9,800       | 9,000     
|Stockholders' equity:                                                                 |             |           
|Common stock, $.01 par value, 100,000,000 shares authorized,27,592,510 issued         | 276         | 276       
|Paid-in capital                                                                       | 22,248      | 21,975    
|Retained earnings                                                                     | 191,304     | 175,908   
|                                                                                      | 213,828     | 198,159   
|Less treasury stock at cost, representing 5,746,586 and 5,158,730shares, respectively | (44,713)    | (39,640)  
|Total stockholders' equity                                                            | 169,115     | 158,519   
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                            | $  433,919  | $  395,555
|                                                                                      |             |           





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

| | Thirteen Weeks Ended | Thirty-Nine Weeks Ended
| | -------------------- | -----------------------

| | Dec. 26, 2000 | Dec. 28, 1999 | Dec. 26, 2000 | Dec. 28, 1999
| | ------------- | ------------- | ------------- | -------------

|                                                                                           |               |              |              |            
|------------------------------------------------------------------------------------------ | ------------- | ------------ | ------------ | -----------
|Net sales                                                                                  | $  127,799    | $  114,544   | $  374,301   | $  335,714 
|                                                                                           |               |              |              |            
|Cost of sales                                                                              | 33,320        | 30,123       | 94,866       | 87,874     
|Direct labor                                                                               | 36,224        | 32,601       | 107,207      | 95,261     
|Other                                                                                      | 37,196        | 32,707       | 108,891      | 95,262     
|Total operating expenses                                                                   | 106,740       | 95,431       | 310,964      | 278,397    
|                                                                                           |               |              |              |            
|Income from restaurant operations                                                          | 21,059        | 19,113       | 63,337       | 57,317     
|                                                                                           |               |              |              |            
|General and administrative expenses                                                        | 6,257         | 5,613        | 18,723       | 16,446     
|Depreciation, amortization and 
   pre-opening costs                                       | 2,924         | 2,767        | 8,802        | 7,929      
|                                                                                           |               |              |              |            
|Operating income before facility actions                                                   | 11,878        | 10,733       | 35,812       | 32,942     
|Net facility action charges                                                                | 595           | 500          | 2,010        | 190        
|                                                                                           |               |              |              |            
|Operating income                                                                           | 11,283        | 10,233       | 33,802       | 32,752     
|Other income (expense):                                                                    |               |              |              |            
|Interest expense                                                                           | (3,821)       | (2,955)      | (10,760)     | (8,097)    
|Miscellaneous                                                                              | 31            | 8            | 643          | 991        
|                                                                                           |               |              |              |            
|Income before income taxes                                                                 | 7,493         | 7,286        | 23,685       | 25,646     
|                                                                                           |               |              |              |            
|Provision for income taxes                                                                 | 2,624         | 2,552        | 8,291        | 8,975      
|                                                                                           |               |              |              |            
|Income before cumulative effect of
   change in accounting principle                       | 4,869         | 4,734        | 15,394       | 16,671     
|Cumulative effect of change in
   accounting principle, net of tax                         | --            | --           | --           | (114)      
|Net income                                                                                 | $       4,869 | $      4,734 | $     15,394 | $    16,557
|                                                                                           | ========      | ========     | ========     | ========   
|Earnings per share - basic before cumulative    effect of change in accounting principle   | $.22          | $.20         | $.70         | $.68       
|Cumulative effect of change in accounting
   principle                                     | --            | --           | --           | --         
|Earnings per share - basic                                                                 | $.22          | $.20         | $.70         | $.68       
|                                                                                           | ===           | ===          | ===          | ===        
|Earnings per share - diluted before cumulative
   effect of change in accounting principle | $.22          | $.19         | $.69         | $.67       
|Cumulative effect of change in accounting
   principle                                     | --            | --           | --           | --         
|Earnings per share - diluted                                                               | $.22          | $.19         | $.69         | $.67       
|                                                                                           | ===           | ===          | ===          | ===        
|                                                                                           |               |              |              |            
|Weighted average shares outstanding - basic                                                | 21,841,377    | 24,180,398   | 22,057,553   | 24,410,846 
|                                                                                           | ========      | ========     | ========     | ========   
|                                                                                           |               |              |              |            
|Weighted average shares outstanding - diluted                                              | 22,051,933    | 24,434,094   | 22,230,101   | 24,808,512 
|                                                                                           | ========      | ========     | ========     | ========   

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. 26, 2000 | Dec. 28, 1999
| | ------------- | -------------

|Operating Activities:                                  |            |           
|------------------------------------------------------ | ---------- | ----------
|                                                       |            |           
|Net income                                             | $   15,394 | $   16,557
|Depreciation and amortization                          | 22,495     | 19,778    
|Net gain on disposition of assets                      | (424)      | (605)     
|Net facility action charges                            | 2,010      | 190       
|Change in assets and liabilities, net of acquisitions: |            |           
|Accounts receivable, net                               | (358)      | 693       
|Inventories of food and supplies                       | (215)      | (32)      
|Prepaid expenses and other current assets              | (1,327)    | (678)     
|Accounts payable                                       | 1,181      | (1,711)   
|Payroll taxes                                          | (306)      | (415)     
|Accrued interest                                       | (2,115)    | (1,018)   
|Accrued payroll                                        | (1,264)    | (1,977)   
|Income tax payable                                     | (159)      | 2,205     
|Insurance reserves                                     | 1,131      | 828       
|Other accrued liabilities                              | 1,653      | 1,397     
|Net cash flows provided by operating activities        | 37,696     | 35,212    
|                                                       |            |           
|Investing Activities:                                  |            |           
|                                                       |            |           
|Capital expenditures                                   | (43,860)   | (29,800)  
|Changes in other assets and liabilities, net           | (513)      | (2,302)   
|Change in closure reserves                             | (1,383)    | (1,423)   
|Proceeds from sale of capital assets                   | 2,353      | 2,671     
|Acquisitions, net of cash acquired                     | (18,733)   | (37,275)  
|Net cash flows used in investing activities            | (62,136)   | (68,129)  
|                                                       |            |           
|Financing Activities:                                  |            |           
|                                                       |            |           
|Purchase of treasury stock                             | (4,920)    | (16,629)  
|Net change in revolving credit agreements              | 37,196     | 59,100    
|Payment of long-term debt                              | (10,000)   | (10,000)  
|Exercise of stock options                              | 122        | 537       
|Net cash flows provided by financing activities        | 22,398     | 33,008    
|                                                       |            |           
|Net Change in Cash and Cash Equivalents                | (2,042)    | (91)      
|                                                       |            |           
|Cash and Cash Equivalents at Beginning of Period       | 3,842      | 4,021     
|                                                       |            |           
|Cash and Cash Equivalents at End of Period             | $    1,800 | $    4,112
|                                                       | =======    | =======   



|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").



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 28, 2000.



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 26, 2000 and March 28,
2000, the results of operations for the thirteen and thirty-nine weeks ended December 26, 2000 and December 28, 1999, and cash flows for thirty-nine weeks ended December 26, 2000 and December 28, 1999. 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 July 22, 1999 the Company acquired 70 Pizza Hut units from Pizza Hut, Inc. ("PHI") located in Alabama (16), Florida (14), Georgia (20) and Kentucky (20) for $33.6 million plus an amount for cash
on hand, inventories and certain prepaid items. These 52 restaurants and 18 delivery/carryout units generated approximately $48 million in sales during the 52 weeks ended May 1999. The purchase price of this acquisition was funded through the Company's
revolving credit facility and was allocated between facilities and equipment and franchise rights.



On June 8, 2000 the Company acquired 64 Pizza Hut units from PHI located in Iowa (58), Illinois (4) and Georgia (2) for $18.7 million plus an amount for cash on hand, inventories and certain prepaid items. These 38 restaurants and 26
delivery/carryout units generated approximately $41 million in sales during the 52 weeks ended March 2000. The purchase price of this acquisition was funded through the Company's revolving credit facility and was allocated between facilities and equipment
and franchise rights.

Note 3  -  Change in Accounting Principle

The Company has adopted Statement of Position 98-5 "Accounting for Costs of Start-up Activities," which required the Company to expense pre-opening costs as incurred and to report the initial
adoption as a cumulative effect of a change in accounting principle. Previously, the Company capitalized costs associated with the opening of its restaurants and amortized those costs over twelve months from the unit's opening date. The adoption resulted
in a charge in the first quarter of fiscal 2000 of $175,000 or $114,000 net of taxes to expense costs that had previously been capitalized prior to March 30, 1999. This change also resulted in the discontinuance of amortization of pre-opening costs in
subsequent periods.

Note 4  -  Earnings per Share

The following table sets forth the computation of basic and diluted earnings per share before the cumulative effect of a change in accounting principle:



| | Thirteen Weeks Ended | Thirty-Nine Weeks Ended
| | -------------------- | -----------------------

| | Dec. 26, 2000 | Dec. 28, 1999 | Dec. 26, 2000 | Dec. 28, 1999
| | ------------- | ------------- | ------------- | -------------

|Numerator:                                                              |             |             |             |            
|----------------------------------------------------------------------- | ----------- | ----------- | ----------- | -----------
|                                                                        |             |             |             |            
|Income before cumulative effect of change
      in accounting principle | $ 4,869,000 | $ 4,734,000 | $15,394,000 | $16,671,000
|                                                                        |             |             |             |            
|Denominator:                                                            |             |             |             |            
|                                                                        |             |             |             |            
|Weighted average shares                                                 | 21,841,377  | 24,180,398  | 22,057,553  | 24,410,846 
|                                                                        |             |             |             |            
|Employee stock options                                                  | 210,556     | 253,696     | 172,548     | 397,666    
|                                                                        |             |             |             |            
|Denominator for diluted earnings per share                              | 22,051,933  | 24,434,094  | 22,230,101  | 24,808,512 
|                                                                        | ========    | ========    | ========    | ========   
|                                                                        |             |             |             |            
|Earnings per share - basic                                              | $.22        | $.20        | $.70        | $.68       
|                                                                        | ===         | ===         | ===         | ===        
|                                                                        |             |             |             |            
|Earnings per share - diluted                                            | $.22        | $.19        | $.69        | $.67       
|                                                                        | ===         | ===         | ===         | ===        

Note 5  -  New Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board (the "FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS 133"). SFAS 133 establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or
liability measured at its fair value. SFAS 133 requires that changes in the derivative's fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative's gains
and losses to offset the related change in fair value on the hedged item in the consolidated statement of income, and requires that a company must formally document, designate and assess the effectiveness of transactions that received hedge accounting.



In June 1999, the FASB amended SFAS 133 to extend the required adoption date from fiscal years beginning after June 15, 1999 to fiscal years beginning after June 15, 2000. The amendment was in response to issues identified by FASB
constituents regarding implementation difficulties. A company may implement SFAS 133 as of the beginning of any fiscal quarter after issuance, (that is, fiscal quarters beginning June 16, 1998 and thereafter). SFAS 133 cannot be applied retroactively.
When adopted, SFAS 133 must be applied to (a) derivative instruments and (b) certain derivative instruments embedded in hybrid contracts that were issued, acquired or substantively modified after December 31, 1998 (and, at the company's election, before
January 1, 1999).



In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain Derivative Instruments and Certain Hedging Activities," which amended SFAS 133.



The Company is required to adopt these statements in the first quarter of fiscal 2002 and does not anticipate that adoption of these statements will have a significant impact on its consolidated financial position or its future results of operations.

Note 6  -  Majority Stockholder's Offer

The Company announced on December 13, 2000 that its Board of Directors had received an offer from O. Gene Bicknell to acquire the minority interest of the Company for $11.40 per share of common
stock. Mr. Bicknell is Chairman, Chief Executive Officer and owner of approximately 65% of the Company's outstanding stock. Mr. Bicknell's offer was made contingent upon financing, among other terms. A special committee consisting of two independent
directors, William A. Freeman and Michael Braude, has been formed to evaluate and respond to Mr. Bicknell's offer. The special committee has selected independent legal counsel and an independent financial advisor to represent the special committee and the
Company with respect to the offer.



On January 9, 2001 the Company announced that three lawsuits seeking certification as class actions had been filed against the Company and several of its directors seeking to prevent the proposed purchase of the minority interest by
Mr. Bicknell. The suits also seek damages in the event the transaction is consummated.  Each of the petitions are against Mr. Bicknell, the Company, and the members of the Company's Board of Directors and are brought individually and as representative of
a putative class excluding the defendants and their affiliates. Two of the petitions were filed in the District Court of Crawford County, Kansas on December 14 and 15, 2000 by Barry Feldman and James Miller, respectively. The third petition was filed by
Harbor Finance Partners on December 28, 2000 in the District Court of Johnson County, Kansas.  The Company believes the lawsuits are without merit and will vigorously defend the litigation.  Accordingly, no accrual for damages is deemed necessary at this
time.



ITEM 2.  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 Statements 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 28, 2000.



Overview - The Company is the largest Pizza Hut franchisee in the world and at December 26, 2000, operated 837 Pizza Hut units in 27 states. 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 12% of the entire Pizza Hut system excluding licensed units.



Products & Service - 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. 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 years ending March 27, 2001 and March 28, 2000 both contain 52 weeks.



Facility Actions and Closure Reserves - In the fourth quarter of fiscal 1998 the Company recorded a charge of $11.4 million for facility actions at 95 locations. This plan called for the closure of 31 units, the
consolidation of 11 units into existing locations and the consolidation and relocation of 53 Pizza Hut units to 45 new locations to redefine trade areas, improve market presence and to upgrade certain assets to more competitive formats. Relocated units
are moved to improved trade areas and fall into the following categories: relocation of delivery units to more visible locations and formats; relocation of older dine-in assets in rural markets to new prototype units; and conversion of certain metro
markets to main-path restaurants.



Of the 95 units to be closed as part of this strategy, 84 units have been closed including two units in the current quarter. Six remaining units are expected to be closed and five units will remain in operation. During fiscal 2000 the
Company was able to extinguish certain lease liabilities for several closed units at terms more favorable than anticipated when the estimated liability was initially established. Additionally, five leases were restructured making it feasible to scrape
(demolish) the existing building and rebuild a new facility at the current location, thereby making it unnecessary to abandon the site and incur the related closing costs. Furthermore, the Company concluded that four units originally identified for
closure would remain in operation at their current locations due to improvement in store performance and outlook resulting primarily from surrounding positive economic changes. As a result of these specific events, during fiscal 2000 the Company updated
its estimate of the liability needed to complete the facility actions and determined that it was appropriate to reverse $1.18 million of the $11.4 million impairment and loss provision recorded in March 1998.



Below is a summary of the net charges/disbursements that were planned as part of the 1998 impairment and loss provision related to the Company's planned activities:



|(Dollars in thousands) |  | Thirteen Weeks
EndedDec. 26, 2000 | Thirty-Nine 
Weeks EndedDec. 26, 2000 | From PlanInception
|---------------------- |  | --------------------------------- | ------------------------------------- | ------------------

|Beginning balance                                            |  | $  1,044 | $  1,761 | $ 11,400 
|------------------------------------------------------------ |  | -------- | -------- | ---------
|Planned charges / disbursements, net                         |  | (108)    | (825)    | (9,284)  
|(Income) expense impacts:                                    |  |          |          |          
|Favorable changes to lease terms and
        other estimates |  | --       | --       | (1,010)  
|Modifications due to economic changes                        |  | --       | --       | (170)    
|Sub-total                                                    |  | --       | --       | (1,180)  
|                                                             |  |          |          |          
|Balance at December 26, 2000                                 |  | $    936 | $    936 | $     936
|                                                             |  | =====    | =====    | ======   



The balance at December 26, 2000 is included in "closure reserves" on the Company's balance sheet and consists of estimates of obligations to be paid subsequent to the closure of the unit and cost to de-identify the assets upon closure
as required by the Company's franchise agreement. The amount utilized from plan inception includes $7.1 million related to impairment and loss on disposition of assets and intangibles. Management believes the remaining balance is adequate to complete the
planned activities. However, the estimate includes assumptions regarding the Company's ability to sub-lease properties and/or buy out of lease obligations; accordingly, actual results could differ from amounts estimated. Amounts utilized apply only to
actions provided for in the plan. During the thirty-nine weeks ended December 26, 2000 the Company made $825,000 in net planned disbursements, which included $544,000 in costs associated with the early extinguishment of certain lease liabilities.



Fiscal 2000 Facility Action Provisions-During fiscal 2000 the Company recorded a $1.7 million provision for facility actions at 39 locations consisting of $1.2 million for assets and intangibles that
were impaired as a result of the closure decision and $500 thousand of de-identification costs and contractual lease carry costs. Of the 39 properties included in these charges, four units closed without replacement. These four units generated
approximately $994 thousand in sales and $93 thousand in net loss from restaurant operations during fiscal 2000.



Below is a summary of the net charges/disbursements that were planned as part of the fiscal 2000 facility actions:

|(Dollars in thousands) | Numberof Units | Thirteen Weeks
EndedDec. 26, 2000 | Thirty-Nine
Weeks EndedDec. 26, 2000 | From Plan
Inception
|---------------------- | -------------- | --------------------------------- | ------------------------------------ | -------------------

|Beginning balance                    |    | $    240 | $    340 | $        --
|------------------------------------ | -- | -------- | -------- | -----------
|Provision                            | 39 | --       | --       | 1,710      
|Planned charges / disbursements, net |    | (77)     | (177)    | (1,547)    
|                                     |    |          |          |            
|Balance at December 26, 2000         |    | $    163 | $    163 | $    163   
|                                     |    | ======   | ======   | ======     



Fiscal 2001 Facility Action Provision - During the current year-to-date the Company has recorded additional closure provisions. During the quarter ended June 27, 2000 the Company recorded a $940,000 provision for
facility actions at 17 locations consisting of $542,000 for assets and intangibles that were impaired as a result of the closure decision and $398,000 for estimated de-identification costs and contractual lease carry costs. During the quarter ended
September 26, 2000, the Company recorded a $475,000 provision for facility actions at 20 locations consisting of $280,000 for assets and intangibles that were impaired as a result of the closure decision and $195,000 for estimated de-identification costs
and contractual lease carry costs. During the current quarter, the Company recorded a $595,000 provision for facility actions at 11 locations consisting of $499,000 for assets and intangibles that were impaired as a result of the closure decision and
$96,000 for estimated de-identification costs and contractual lease carry costs. Of the 48 properties included in these charges, one unit closed without replacement. This unit generated approximately $318 thousand in sales and $5 thousand in net income
from restaurant operations during fiscal 2000.



Below is a summary of the net charges/disbursements that were planned as part of the fiscal 2001 facility actions:

|(Dollars in thousands) | Numberof Units | Thirteen Weeks
EndedDec. 26, 2000 | Thirty-Nine
Weeks EndedDec. 26, 2000 | 
|---------------------- | -------------- | --------------------------------- | ------------------------------------ | 

|Beginning balance                     |    | $     572 | $        -- | 
|------------------------------------- | -- | --------- | ----------- | 
|First quarter facility action charge  | 17 | --        | 940         | 
|Second quarter facility action charge | 20 | --        | 475         | 
|Third quarter facility action charge  | 11 | 595       | 595         | 
|                                      | 48 | 1,167     | 2,010       | 
|Planned charges / disbursements       |    | (567)     | (1,410)     | 
|                                      |    |           |             | 
|Balance at December 26, 2000          |    | $     600 | $    600    | 
|                                      |    | =====     | =====       | 



The Company expects to continue to accrue contractual closure costs, and, if appropriate, impair asset values at the time the decision is made to close or relocate. These closure decisions under future phases of the Company's asset
re-imaging initiative are expected to be made as often as quarterly.



Skipper's Reserves - Effective March 25, 1996 the Company sold Skipper's Inc. but retained certain assets and liabilities primarily related to the closure of 77 properties in February 1995. The retained assets
were recorded at fair value in accordance with SFAS No. 121 and the remaining assets are reflected in assets held for sale. At December 26, 2000 the remaining closure reserve consists largely of future net lease carry costs associated with 18 leased
properties with remaining lease obligations. The average term of these leased properties is 7 years with the longest obligation being 24 years. Below is a summary of net charges/disbursements related to the Company's Skipper's reserve:



|(Dollars in thousands) |  | Thirteen Weeks
EndedDec. 26, 2000 | Thirty-Nine
Weeks EndedDec. 26, 2000 | 
|---------------------- |  | --------------------------------- | ------------------------------------ | 

|Beginning balance               |  | $   2,882 | $   3,104 | 
|------------------------------- |  | --------- | --------- | 
|Planned charges / disbursements |  | (71)      | (293)     | 
|                                |  |           |           | 
|Balance at December 26, 2000    |  | $   2,811 | $   2,811 | 
|                                |  | ======    | ======    | 

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





|2001 THIRD QUARTER UNIT ACTIVITY
|--------------------------------

| | Beginning | Developed | Closed | Acquired | Ending
| | --------- | --------- | ------ | -------- | ------

|Restaurant | 655 | 8   | (11) | 0   | 652
|---------- | --- | --- | ---- | --- | ---
|Delivery   | 186 | 1   | ( 2) | 0   | 185
|           |     |     |      |     |    
|Total      | 841 | 9   | (13) | 0   | 837
|           | === | === | ===  | === | ===

|2001 YEAR-TO-DATE UNIT ACTIVITY
|-------------------------------

| | Beginning | Developed | Closed | Acquired | Ending
| | --------- | --------- | ------ | -------- | ------

|Restaurant | 615 | 38  | (39) | 38  | 652
|---------- | --- | --- | ---- | --- | ---
|Delivery   | 167 | 3   | (11) | 26  | 185
|           |     |     |      |     |    
|Total      | 782 | 41  | (50) | 64  | 837
|           | === | === | ===  | === | ===



Results of Operations - The "operations summaries" set forth an overview of revenue and operating expenses as a percent of revenue for the thirteen and thirty-nine weeks ended December 26, 2000 and December 28, 1999 (dollars in thousands) for each concept operated by the Company. 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, franchise fees, and insurance among other costs directly associated with operating a restaurant facility.

|PIZZA HUT OPERATIONS(Unaudited)
|-------------------------------

| | Thirteen Weeks Ended | Thirty-Nine Weeks Ended
| | -------------------- | -----------------------

| | Dec. 26, 2000 | Dec. 28, 1999 | Dec. 26, 2000 | Dec. 28, 1999
| | ------------- | ------------- | ------------- | -------------

|                 |            |            |           |          
|---------------- | ---------- | ---------- | --------- | ---------
|Revenue:         |            |            |           |          
|Restaurant Sales | $   97,273 | $   88,882 | $ 289,173 | $ 259,779
|Delivery Sales   | 30,526     | 25,662     | 85,128    | 75,935   
|Total Revenue    | $ 127,799  | $ 114,544  | $ 374,301 | $ 335,714
|                 |            | =======    | =======   | =======  

|Restaurant Operating Expenses
   as a Percentage of Revenue: |       |       |       |      
|------------------------------------------------------------ | ----- | ----- | ----- | -----
|                                                             |       |       |       |      
|Total Expenses: (1)                                          |       |       |       |      
|Cost of Sales                                                | 26.1% | 26.3% | 25.3% | 26.2%
|Direct Labor                                                 | 28.3% | 28.5% | 28.6% | 28.4%
|Other                                                        | 29.1% | 28.5% | 29.2% | 28.3%
|Total Operating Expenses                                     | 83.5% | 83.3% | 83.1% | 82.9%
|Restaurant Based Income                                      | 16.5% | 16.7% | 16.9% | 17.1%
|                                                             | ===== | ===== | ===== | =====
|Restaurant Expenses: (2)                                     |       |       |       |      
|Cost of Sales                                                | 26.2% | 26.4% | 25.5% | 26.3%
|Direct Labor                                                 | 27.5% | 27.6% | 27.7% | 27.3%
|Other                                                        | 30.8% | 29.8% | 30.5% | 29.5%
|Total Operating Expenses                                     | 84.5% | 83.8% | 83.7% | 83.1%
|Restaurant Based Income                                      | 15.5% | 16.2% | 16.3% | 16.9%
|                                                             | ===== | ===== | ===== | =====
|Delivery Expenses: (3)                                       |       |       |       |      
|Cost of Sales                                                | 25.8% | 25.8% | 24.9% | 25.9%
|Direct Labor                                                 | 31.0% | 31.6% | 32.0% | 32.0%
|Other                                                        | 23.5% | 24.3% | 23.9% | 24.5%
|Total Operating Expenses                                     | 80.3% | 81.7% | 80.8% | 82.4%
|Restaurant Based Income                                      | 19.7% | 18.3% | 19.2% | 17.6%
|                                                             | ===== | ===== | ===== | =====

(1) As a percent of total revenue
(2) As a percent of restaurant sales
(3) As a percent of delivery sales
Comparison of Operating Results for the Thirteen & Thirty-Nine Weeks Ended
Dec. 26, 2000 with the Thirteen & Thirty-Nine Weeks Ended Dec. 28, 1999

Revenue for the quarter was $127.8 million, which was $13.3 million or 11.6% above the $114.5 million reported in the same period last year. For the year-to-date, revenue was $374.3 million for an increase of $38.6 million or 11.5%
over the $335.7 million reported last year. This growth was primarily due to $10.5 million and $37.3 million of incremental sales during the quarter and year-to-date, respectively, generated by the 70 units acquired on July 22, 1999 and the 64 units
acquired on June 8, 2000. Also contributing to sales growth was a 3.5% and 2.3% increase in comparable store sales for the quarter and year-to-date, respectively. Acquired unit sales, combined with comparable store sales improvement, more than offset the
impact of store closure activity since the same periods of the prior year.



Comparable store sales increased 3.5% for the quarter while lapping comparable store sales growth of 3.4% during the same period last year. This growth was driven by the continued success of the Company's asset re-imaging plan and the
success of The Insider Pizza promotion, which was the primary promotion during the quarter. For the year-to-date comparable store sales increased 2.3% while rolling over growth of 3.8% during the same period last year. This growth was driven by the
continued success of the Company's asset re-imaging program. Fifty-six stores that have been re-imaged in the last 18 months accounted for 2% and 2.4% of the Company's comparable store sales growth during the quarter and year-to-date, respectively. The
favorable impact of the re-imaging program is primarily reflected in the Company's dine-in restaurants which increased comparable store sales 3.2% for the quarter and 2.6% for the year-to-date, while lapping comparable store sales growth of 3.2% and 3.3%,
respectively. The Company's delivery units, which were the primary beneficiary of The Insider Pizza promotion, recorded comparable store sales growth of 4.4% for the quarter while rolling over comparable store sales growth of 4.4% last year. For the
year-to-date comparable store sales have grown 1.6% for delivery units, while lapping 4.9% growth for the same period last year.



Cost of sales as a percent of revenue decreased 20 and 90 basis points for the quarter and year-to-date compared to the same periods of the prior year. The improvement for the quarter and year-to-date was primarily attributable to a
decline in cheese costs of approximately 20% and 23%, respectively, and the favorable impact of a new beverage contract. The improvement for the quarter was essentially offset by the high product costs associated with The Insider Pizza, which achieved a
very high product mix during the quarter and a 4% increase in meat ingredient costs over the prior year. On a year-to-date basis the savings associated with the decline in cheese costs has been partially offset by a 10% increase in meat ingredient costs.
(See Effects of Inflation and Other Matters for additional information on cheese and other ingredient costs.)



Direct labor costs for the quarter decreased 20 basis points compared to the same period last year due to increased productivity that more than offset wage increases and higher labor costs in the 64 stores acquired June 8, 2000. For
the year-to-date, the Company's direct labor costs increased 20 basis points primarily due to increasing wage rates, that were not fully offset by productivity gains, and higher labor costs in acquired units.



Other operating expense increased 60 basis points for the quarter and 90 basis points for the year-to-date compared to the same periods of the prior year. The increase in these costs was due to increased depreciation expense associated
with the Company's re-imaging activity, an increase in utilities, primarily gas, and higher royalties in acquisition markets. The effect of the higher royalty rate resulting from the acquisitions is entirely reflected in the Company's restaurant units.

General, Administrative and Other Items



General and administrative expenses as a percent of revenue were flat for the quarter but increased 10 basis points for the year-to-date compared to the same period of the prior year largely due to the addition of field infrastructure
to support the calendar year 1999 acquisitions. On a nominal dollar basis, general and administrative expenses increased $644 thousand or 11.5% and $2.3 million or 13.8% for the quarter and year-to-date, respectively, compared to the same periods of the
prior year. These increases were primarily due to the addition of infrastructure to support acquired units.



Depreciation, amortization and pre-opening costs increased $157 thousand or 5.7% and $873 thousand or 11% for the quarter and year-to-date, respectively, compared to the same periods of the prior year. These increases were due to
increases in pre-opening costs associated with increased re-imaging activity and franchise rights amortization associated with the July 1999 and June 2000 acquisitions. Pre-opening costs of $397 thousand and $1,338 thousand were incurred during the
quarter and year-to-date, respectively, compared to $184 thousand and $479 thousand recorded in the same periods of the prior year.



See Facility Actions and Closure Reserve section of this report for discussions relating to the quarter facility action charges.



Interest expense increased $866 thousand or 29.3% for the quarter and $2.7 million or 32.9% for the year-to-date due to increased borrowings associated with the July 1999 and June 2000 acquisitions, re-imaging investment and stock
repurchase activity.



Miscellaneous income was $31 thousand and $643 thousand for the quarter and year-to-date, respectively, compared to $8 thousand and $991 thousand reported last year. The decline in miscellaneous income for the year-to-date was due to
higher gains on sale or disposition of assets occurring during the prior year.



Taxes for the year are being provided at an effective rate of 35%, which is consistent with the prior year.



Income before the cumulative effect of a change in accounting principle was $4.9 million and $15.4 million for the quarter and year-to-date, respectively, compared to $4.7 million and $16.7 million in the prior year.



For the quarter, income before net facility action charges and the cumulative effect of a change in accounting principle was $5,256,000 or $.24 per diluted share compared to $5,059,000 or $.21 per diluted share last year. For
year-to-date, income before net facility action charges and the cumulative effect of change in accounting principle was $16,701,000 or $.75 per diluted share compared to $16,795,000 or $.68 per diluted share in the prior year.



Components of diluted earnings per share were as follows:



| | Thirteen Weeks Ended | Thirty-Nine Weeks Ended
| | -------------------- | -----------------------

| | Dec. 26, 2000 | Dec. 28, 1999 | Dec. 26, 2000 | Dec. 28, 1999
| | ------------- | ------------- | ------------- | -------------

|Income before cumulative effect of change
   in accounting principle and facility action
   charges, net of tax | $ .24 | $ .21 | $ .75 | $ .68
|--------------------------------------------------------------------------------------------------------------- | ----- | ----- | ----- | -----
|                                                                                                                |       |       |       |      
|Cumulative effect of change in accounting
   principle, net of tax                                              | --    | --    | --    | --   
|                                                                                                                |       |       |       |      
|Facility action charges, net of tax                                                                             | (.02) | (.02) | (.06) | (.01)
|                                                                                                                |       |       |       |      
|Earnings per share - diluted                                                                                    | $ .22 | $ .19 | $ .69 | $ .67
|                                                                                                                | ====  | ====  | ====  | ==== 



Liquidity, Capital Resources and Cash Flows



The Company's primary source of cash is its operations. After-tax cash flow for the thirty-nine weeks ended December 26, 2000, excluding the impact of facility action charges, increased 10.4% or $3.7 million over the same period
last year. Adjusted for various changes in balance sheet accounts, cash flow provided by operating activities increased $2.5 million to $37.7 million for the thirty-nine weeks ended December 26, 2000 from the $35.2 million reported in the prior year.



Restaurant development, start-up technology investments and normal recurring capital expenditures resulted in $43.9 million of total capital expenditures for the thirty-nine weeks ended December 26, 2000 compared to $29.8 million of
total capital expenditures for the same period of the prior year. The increase was largely due to the increase in new store development associated with the Company's asset re-imaging program.



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, management is
evaluating the use of a sale-leaseback facility to finance a significant portion of the Company's investment in its asset re-imaging program.



In addition to cash provided by operations, the Company has a $180 million unsecured revolving line of credit through June 2003. This line of credit agreement was amended, restated and extended during the previous quarter. This
agreement, previously a $200 million line of credit expiring May 2001, includes an accordion feature, which allows the Company to increase its borrowing capacity to $200 million in the future if necessary. At December 26, 2000 the Company had $36.4
million in unused borrowing capacity under this agreement. The Company's debt facilities contain restrictions on additional borrowing and dividend payments as well as requirements to maintain various financial ratios and a minimum net worth. Retained
earnings of $35.3 million was available for the payment of dividends at December 26, 2000 under existing debt covenants. The $18.7 million acquisition of 64 Pizza Hut units that closed June 8, 2000 was funded through the Company's unsecured line of
credit. (See Note 2 for information regarding the 64-unit acquisition.)  Predominately cash sales and rapid inventory turnover allow the Company to use all available cash to reduce borrowings under its revolving 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 and is common in the restaurant industry.



During the thirty-nine weeks ended December 26, 2000 the Company repurchased 574,850 shares for $4.9 million at an average price per share of $8.56.
At December 26, 2000 677,500 shares remained authorized for repurchase.



During the thirty-nine weeks ended December 26, 2000 the Company made all scheduled principal and interest payments.



Seasonality



The Company's Pizza Hut operations have not experienced significant seasonality in its sales; however, 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 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 affect 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. Currently, Congress is
considering legislation, which could increase the minimum wage by as much as $1 per hour over a two-year period. Such legislation, if passed, would increase the Company's labor costs as a majority of the Company's food service personnel are paid at rates
related to minimum wage. Due to the uncertainty regarding this legislation, management cannot reliably estimate the potential impact upon labor costs but expects to partially offset the impact of this increase through productivity enhancements and
opportunistic price increases.



McLane Company, Inc., a Wal-Mart Stores, Inc. subsidiary completed the purchase of AmeriServe Food Distribution Inc.'s U.S. Distribution business November 30, 2000 assuming distribution to domestic restaurants in the Tricon system
previously serviced by AmeriServe. As previously reported, this transaction is expected to increase the Company's distribution costs by 5% effective January 1, 2001. This increase translates into an increase in cost of sales of approximately 10 basis points
 .



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 and year-to-date, respectively, cheese prices were approximately 20% and 23% lower than the costs incurred during the comparable periods of the prior year. Based upon available forecasts, management expects cheese
costs to be flat to 5% below last year's levels during the Company's fourth fiscal quarter.



Management anticipates that other operating expense will be adversely impacted in the Company's fourth fiscal quarter by increased utilities expense due to
unusually high natural gas prices. This increase is expected to reduce
restaurant margins by approximately 30 to 50 basis points.



Increases in interest rates would directly affect the Company's financial results. Approximately 40% of the Company's debt is under fixed rate agreements including senior notes and fixed swap 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.



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 risks and
uncertainties. Forward looking statements can often be identified by the use of forward looking terminology, such as "believes," "expects," "may," "will," "should," "could," "intends," "plans," "estimates," or "anticipates," variations of these words or
similar expressions. Among the factors that could cause actual results to be materially different from those described in the forward looking statements are the following: consumer demand and market acceptance risk; the effectiveness of franchisor
advertising programs 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; federal or state minimum wage increases; 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, the cost of commodities and other food products, the
availability of raw product and ingredients and distribution of products, labor shortages and costs and other risks detailed in the Company's Securities and Exchange Commission filings. Forward-looking statements are not guarantees of future performance
or results.

ITEM 3.  Quantitative and Qualitative Disclosure About Market Risk



The Company does not believe it has any material exposure associated with market risk sensitive instruments.



PART II.     OTHER INFORMATION

Item 1.  Legal Proceedings



On January 9, 2001 the Company announced that three lawsuits seeking certification as class actions had been filed against the Company and several of its directors seeking to prevent the proposed purchase of the minority interest by
Mr. Bicknell. The suits also seek damages in the event the transaction is consummated.  Each of the petitions are against Mr. Bicknell, the Company, and the members of the Company's Board of Directors and are brought individually and as representative of
a putative class excluding the defendants and their affiliates. Two of the petitions were filed in the District Court of Crawford County, Kansas on December 14 and 15, 2000 by Barry Feldman and James Miller, respectively. The third petition was filed by
Harbor Finance Partners on December 28, 2000 in the District Court of Johnson County, Kansas. The Company believes the lawsuits are without merit and will vigorously defend the litigation.  Accordingly, no accrual for damages is deemed necessary at this
time.



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 filed as part of this Report:                                
| | None                                                                                    
| | (b)                                                                                      | Reports on Forms 8-K (incorporated by reference)
| | The following reports on Form 8-K were filed during the quarter ended December 26, 2000:
| | There were no Forms 8-K filed during the quarter.                                       





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 23, 2001 | /s/ TROY D. COOKTroy D. Cook
Senior Vice President Finance
Chief Financial Officer
Principal Financial Officer



|DATE:  January 23, 2001 | /s/ SUSAN G. DECHANTSusan G. Dechant
Chief Accounting Officer
Corporate Controller | 
|----------------------- | ---------------------------------------------------------------------------------- |