20

                           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 June
29, 1999

[  ] 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 July 19, 1999:

            Common Stock, $0.01 par value - 24,550,851



                      NPC INTERNATIONAL, INC.


INDEX

                                                      PAGE

PART I.   FINANCIAL INFORMATION

          Consolidated Balance Sheets --
             June 29, 1999 and March 30, 1999           3

          Consolidated Statements of Income --
             For the Thirteen Weeks Ended
             June 29, 1999 and June 30, 1998            4

          Consolidated Statements of Cash Flows --
             For the Thirteen Weeks Ended
             June 29, 1999 and June 30, 1998            5

          Notes to Consolidated Financial Statements    6

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


PART II.  OTHER INFORMATION                            15


PART I.   FINANCIAL INFORMATION

ITEM I. Financial Statements

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


ASSETS                              June 29, 1999  March 30, 1999
Current assets:
 Cash and cash equivalents               $  5,125    $  4,021
 Accounts receivable, net                   1,390       1,817
 Inventories of food and supplies           3,174       2,972
 Deferred income tax asset                  3,064       3,064
 Prepaid insurance premiums                   537         963
 Prepaid rent payments                      1,474       1,486
 Prepaid expenses and other
   current assets                           1,398       1,429
  Total current assets                     16,162      15,752

Facilities and equipment, net             100,249      95,228
Franchise rights, less accumulated
 amortization of $27,101 and $25,122,
 respectively                             216,041     217,995
Goodwill, less accumulated amortization
 oOf $1,465 and $1,432, respectively        2,676       2,708
Investments, at cost                        6,737       6,750
Other assets                                5,747       5,650
TOTAL ASSETS                             $347,612    $344,083

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable                        $ 16,397    $ 12,506
 Payroll taxes                              1,620       2,046
 Sales taxes                                2,236       2,174
 Accrued interest                           1,454       3,088
 Accrued payroll                            7,028       9,042
 Income tax payable                         5,260       1,889
 Current portion of closure reserve         2,260       2,260
 Insurance reserves                         4,994       4,934
 Other accrued liabilities                  6,081       5,742
  Total current liabilities                47,330      43,681

Long-term debt                            117,500     123,500
Deferred income tax liability               4,386       4,386
Closure reserve                             5,493       5,691
Other deferred items                        5,116       5,837
Insurance reserves                          8,000       8,000

Stockholders' Equity:
 Common stock, $.01 par value
 100,000,000 shares authorized,
 27,592,510 issued                            276         276
Paid-in capital                            21,991      21,927
Retained earnings                         159,666     153,103
                                          181,933     175,306
Less treasury stock at cost,
 representing 3,041,659 and
 3,063,074 shares, respectively           (22,146)    (22,318)
  Total stockholders' equity              159,787     152,988

TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                     $347,612    $344,083


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


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


                                        Thirteen Weeks Ended
                                     June 29, 1999  June 30, 1998

Net Sales                               $107,676       $113,388
Net franchise revenue                         --          2,114
 Total revenue                           107,676        115,502

Cost of sales                             26,728         30,646
Direct labor                              30,653         32,185
Other                                     30,200         30,484
 Total operating expenses                 87,581         93,315

Income from restaurant operations         20,095         22,187

General and administrative expenses        5,319          6,262
Depreciation and amortization              2,337          2,531

Operating income before facility actions  12,439         13,394
Facility actions                             270             --

Operating income                          12,169         13,394
Other income (expense):
 Interest expense                         (2,403)        (3,882)
 Miscellaneous                               504            266
 Gain on recapitalization of
  Romacorp, Inc.                              --         39,400

Income before income taxes                10,270         49,178

Provision for income taxes                 3,593         16,028

Net income before cumulative
 effect of change in accounting
 principle                                 6,677         33,150
Cumulative effect of accounting
 change, net of tax                         (114)            --
Net income                              $  6,563       $ 33,150

Earnings per share - basic
 (before cumulative effect of change
 in accounting principle)               $    .27       $   1.34
Cumulative effect of change
 in accounting principle                    (.01)            --
Earnings per share - basic              $    .26       $   1.34

Earnings per share - diluted
 (before cumulative effect of change
 in accounting principle)               $    .27       $   1.31
Cumulative effect of change
 in accounting principle                    (.01)            --
Earnings per share - diluted            $    .26       $   1.31

Weighted average shares
 outstanding - basic                  24,540,731     24,758,341

Weighted average shares
 outstanding - diluted                25,106,736     25,238,181


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


                      NPC International, Inc.
               Consolidated Statements of Cash Flows
                 (Unaudited, dollars in thousands)


                                           Thirteen Weeks Ended
                                       June 29, 1999  June 30,1998

Operating Activities:

Net income                              $  6,563       $ 33,150
Non-cash items included in net income:
 Depreciation and amortization             6,268          6,839
 Provision for facility actions              270             --
Non-cash gain on recapitalization
  of Romacorp                                 --        (38,758)
Change in assets and liabilities,
  net of acquisitions
  and recapitalization:
 Accounts receivable, net                    427           (106)
 Inventories of food and supplies           (202)          (397)
 Prepaid expenses and other
  current assets                             292            (32)
 Accounts payable                          3,891           (812)
 Payroll taxes                              (426)           (15)
 Accrued interest                         (1,634)        (1,796)
 Accrued payroll                          (2,014)        (1,792)
 Income tax payable                        3,371         15,742
 Insurance reserves                           60            147
 Other accrued liabilities                  (282)         1,037
  Net cash flows provided by
   operating activities                   16,584         13,207

Investing Activities:

Capital expenditures                      (9,688)        (5,767)
Changes in other assets, net                (924)        (1,341)
Proceeds from sale of capital assets         896            316
 Net cash flows used in investing
  activities                              (9,716)        (6,792)

Financing Activities:

Net change in revolving credit
 agreements                                2,000          1,500
Payment of long-term debt                 (8,000)        (8,000)
Exercise of stock options                    236            218
 Net cash flows used in financing
  activities                              (5,764)        (6,282)

Net Change in Cash and Cash Equivalents    1,104            133

Cash and Cash Equivalents at
 Beginning of Period                       4,021          4,548

Cash and Cash Equivalents at
 End of Period                          $  5,125       $  4,681



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


                      NPC International, Inc.
            Notes to Consolidated Financial Statements
                            (Unaudited)


Note 1  -  Basis of Presentation

The   financial   statements   include   the   accounts   of   NPC
International,  Inc.  and  its  wholly  owned  subsidiaries   (the
"Company").    Romacorp,  Inc.  ("Romacorp"),   a   wholly   owned
subsidiary  of  the Company until June 30, 1998 was  recapitalized
(See  Note  3  -  Recapitalization).  These  financial  statements
include  Romacorp's results of operations for  the  quarter  ended
June 30, 1998.

The accompanying unaudited financial statements have been prepared
in  accordance  with generally accepted accounting principles  for
interim financial information and with the instructions to Form 10-
Q  and  Article 10 of Regulation S-X promulgated by the Securities
and Exchange Commission.  Accordingly, they do not include all  of
the  information  and  footnotes required  by  generally  accepted
accounting  principles  for annual financial  statement  reporting
purposes.  These statements should be read in conjunction with the
financial  statements and notes contained in the Company's  annual
report on Form 10-K for the fiscal year ended March 30, 1999.

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 June 29, 1999 and March 30, 1999, the results of
operations for the thirteen weeks ended June 29, 1999 and June 30,
1998,  and cash flows for thirteen weeks ended June 29,  1999  and
June 30, 1998. 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  February 4, 1999 the Company acquired 99 units from Pizza Hut,
Inc  ("PHI")  in  and  around  Pensacola,  Florida;  Panama  City,
Florida; Mobile, Alabama; Augusta, Georgia; and Savannah,  Georgia
for  $31  million.   These 60 restaurants and  39  delivery  units
generated approximately $58 million in sales during the  52  weeks
ended  November  1998. 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  July 22, 1999 the Company acquired 70 Pizza Hut units from PHI
in  and  around Tallahassee, Florida; Albany, Georgia; Huntsville,
Alabama;  and  Lexington,  Kentucky for $33.6  million.  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 will be allocated  between
facilities and equipment and franchise rights.


Note 3  -  Recapitalization

On  June  30,  1998 the Company completed the recapitalization  of
Romacorp  resulting in a net gain of $39.4 million. The  Company's
remaining  minority interest is carried at cost.  Romacorp  was  a
wholly  owned  subsidiary of the Company throughout the  Company's
first  fiscal  quarter  ended  June  30,  1998;  its  results   of
operations through that date have been consolidated and  reflected
in  the  Consolidated Statements of Income for the  quarter  ended
June 30, 1998.


Note 4  -  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 units' opening date.   The  adoption  has
resulted  in a charge in the first quarter of $175,000 or $114,000
net of taxes to expense costs that had previously been capitalized
prior to March 30, 1999.


Note 5  -  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
                                   June 29, 1999  June 30, 1998
 Numerator:

 Net Income before cumulative
   effect of change in
   accounting principle            $  6,677,000   $ 33,150,000

 Denominator:

 Weighted average shares             24,540,731     24,758,341

 Employee stock options                 566,006        479,840

 Denominator for diluted
   earnings per share                25,106,736     25,238,181

Earnings per share - Basic         $        .27   $       1.34

Earnings per share - Diluted       $        .27   $       1.31


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 30, 1999.

Overview - The Company is the largest Pizza Hut franchisee in  the
world  and  at June 29, 1999, operated 737 Pizza Hut units  in  26
states.   On  July  22, 1999 the Company purchased  70  additional
Pizza  Hut  units from PHI.  (See Note 2 for information regarding
the  70  unit acquisition.)  The Company and its franchisor,  PHI,
have  agreed  that  the Company may acquire additional  Pizza  Hut
units  and,  as  a result, operate up to a total of  1,300  units,
subject to availability and certain conditions.  Including the 70-
unit   acquisition,  the  Company  estimates  that   it   operates
approximately  12%  of  the  entire  Pizza  Hut  system  excluding
licensed units.

The  Company,  through its wholly owned subsidiary, Romacorp,  was
also  the  owner/franchisor of the Tony Roma's concept,  from  its
acquisition  in June 1993 through June 30, 1998 when Romacorp  was
recapitalized.   (See  Note  3  for  information   regarding   the
recapitalization.)

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 29, 2000 and March 30, 1999 both contain 52 weeks.

Development and Facility Actions - In the fourth quarter of fiscal
1998 the Company initiated an asset re-imaging strategy. This plan
calls  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 will be  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, 59  units
have  been  closed including 9 units in the current  quarter.  The
remaining  units  are  expected to be closed  within  the  current
fiscal  year.  The  Company remains committed  to  the  re-imaging
strategy and expects to complete the plan on or about the original
targeted completion date.

The  1998  impairment  and loss provision included  $11.4  million
related  to  the Company's re-imaging plan. Below is a summary  of
the utilization of amounts provided.


                              Current Quarter  From Plan Inception
(Dollars in millions)

    Beginning of period            $   4.5           $  11.4
    Utilization                        (.3)             (7.2)
    Balance at June 29, 1999       $   4.2           $   4.2


The balance at June 29, 1999 is included in "closure reserves"  on
the Company's balance sheet and consists of long-term 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 $5.7 million related to impairment and loss  on
disposition  of assets. Management believes the remaining  balance
is adequate to complete the re-imaging plan. 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 our estimates.  Through June  29,  1999
the  amounts utilized apply only to actions provided  for  in  the
plan  and  to-date, no adjustments have been made to  management's
initial estimated provision.

In addition to the units that are expected to be closed during the
year  as  part  of  the initial re-imaging plan, the  Company  has
identified  three  units that will be re-imaged at  their  present
location.  The Company has recorded a provision of $270,000  which
primarily  reflects  net book value of assets  that  will  not  be
recovered  through the operation of these units. These units  will
continue  to  reflect  depreciation expense until  the  re-imaging
project commences at the applicable location.

The  Company  expects  to  continue to accrue  contracted  closure
costs,  and, if appropriate, impair asset values at the  time  the
decision  to  close  a store is made.  However, closure  decisions
under  future phases of the Company's asset re-imaging  initiative
are  expected  to  be made as often as quarterly,  which  is  more
frequent than the Company's past practice.

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


                 2000 FIRST QUARTER UNIT ACTIVITY


                    Beginning Developed Closed  Acquired  Ending
 Company Owned
 Pizza Hut
  Restaurant          573        10       (9)      --      574
  Delivery            162         6       (5)      --      163

 Total Company Owned  735        16      (14)      --      737



Results  of Operations - The "operations summaries" set  forth  an
overview of revenue and operating expenses as a percent of revenue
for  the  thirteen  weeks ended June 29, 1999 and  June  30,  1998
(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
                             June 29, 1999   June 30, 1998
  Revenue:
  Restaurant Sales                 $ 82,669   $ 72,240
  Delivery Sales                     25,007     18,635
     Total Revenue                 $107,676   $ 90,875

  Restaurant Operating Expenses
  as a Percentage of Revenue:

  Total Expenses: (1)
  Cost of Sales                       24.8%      25.1%
  Direct Labor                        28.5%      27.9%
  Other                               28.0%      27.7%
     Total Operating Expenses         81.3%      80.8%
  Restaurant Based Income             18.7%      19.2%

  Restaurant Expenses: (2)
  Cost of Sales                       24.9%      25.2%
  Direct Labor                        27.3%      26.8%
  Other                               29.1%      28.4%
     Total Operating Expenses         81.3%      80.4%
  Restaurant Based Income             18.7%      19.6%

  Delivery Expenses: (3)
  Cost of Sales                       24.6%      24.7%
  Direct Labor                        32.4%      32.5%
  Other                               24.6%      25.0%
     Total Operating Expenses         81.6%      82.2%
  Restaurant Based Income             18.4%      17.8%

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

Comparison of Pizza Hut Operating Results for the Thirteen Weeks
Ended June 29, 1999 with the Thirteen Weeks Ended June 30, 1998

Revenue from the Company's Pizza Hut operations was $107.7 million
during  the  quarter, which was $16.8 million or 18.5%  above  the
$90.9 million reported in the same period last year.  The increase
in  revenue was due to an improvement in comparable sales of  5.4%
and a revenue contribution of $15.2 million from 99 units acquired
in  February  1999.  Acquired unit sales, along  with  comparative
sales  improvement, more than offset the impact of  store  closure
activity  since  the  same period of the prior  year.  During  the
quarter  the  Company's delivery units generated comparable  sales
growth  of  7.1%  while the Company's restaurant  units  generated
comparable  sales  growth of 4.7%. Average unit  volumes  for  all
asset  types increased 6.9% due to sales growth and the  favorable
effects   of  the  asset  re-imaging  program.  Comparable   sales
improvement was primarily due to the continued success of the  Big
New  Yorker  Pizza, which mixed at over 13% of the  Company's  net
pizza sales during the quarter.

Cost  of  sales as a percent of revenue decreased 30 basis  points
compared  to  same  period last year. Reduced  distribution  costs
related to a new distribution contract entered into late in fiscal
1999  more than offset the higher food costs associated  with  the
Big New Yorker Pizza, increased cheese costs of approximately 1.6%
and increased paper costs associated with the Star Wars promotion.
(See  Effects  of  Inflation  and  Other  Matters  for  additional
information on cheese and other ingredient costs.)

Direct  labor  increased  60 basis points  compared  to  the  same
quarter  last  year. The increase was primarily due to  Star  Wars
training  costs  incurred and increased staffing  levels  to  meet
anticipated  demand. Also impacting labor cost  was  the  dilutive
effect  of  acquisition stores which have historically incurred  a
higher  labor  percentage than other Company-owned  stores.   (See
Effects  of Inflation and Other Matters for additional information
on labor costs.)

Other operating expense increased 30 basis points compared to last
year. The increase was largely due to an increase in the effective
royalty  rate of approximately 30 basis points (due  to  the  6.5%
royalty rate on the 99-unit acquisition) and was partially  offset
by  increased  leverage associated with positive comparable  sales
volumes.  The  effect  of  this  royalty  rate  structure,   after
considering  the  impact  of the recent  70-unit  acquisition,  is
expected  to increase total other operating expenses by 45  to  55
basis points over fiscal 1999 levels. This increase will primarily
be  reflected in the Company's restaurants (Red Roof),  while  the
Company's delivery units will not be significantly impacted.

Tony Roma's Results of Operation

As a result of the recapitalization of Romacorp effective June 30,
1998  Romacorp's results of operations are only included in fiscal
1999  results  through the date of recapitalization.   During  the
thirteen  weeks  ended June 30, 1998 restaurant sales  were  $22.5
million, and income from restaurant operations, which included net
franchise revenue, was $4.7 million.

                      TONY ROMA'S OPERATIONS
                            (Unaudited)
                      (dollars in thousands)

                                     Thirteen Weeks Ended
                                        June 30, 1998
  Revenue:
  Restaurant Sales                       $  22,513
  Franchise Revenue                          2,114
     Total Revenue                       $  24,627

  Restaurant Operating Expenses
  as a Percentage of Sales:

  Cost of Sales                              34.8%
  Direct Labor                               30.2%
  Other                                      23.5%
  Total Operating Expenses                   88.5%
  Restaurant Based Income                    11.5%
  Income from System Operations (1)          19.1%

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

Consolidated Results

Comparison  of  Consolidated Operating Results  for  the  Thirteen
Weeks  Ended June 29, 1999 with the Thirteen Weeks Ended June  30,
1998

During the quarter consolidated revenue was $107.7 million,  which
was  6.8% or $7.8 million below the $115.5 million reported during
the  same period last year. The decline in revenue was due to  the
loss  of  revenue  from the recapitalization of Romacorp  and  was
largely offset by increased sales in the Company's Pizza Hut units
discussed  previously. During the same quarter of the prior  year,
revenue from Romacorp of $24.6 million was recorded.

Consolidated  income from restaurant operations was $20.1  million
or  18.7% of revenue for the quarter compared to $22.2 million  or
19.2%  last year.  Income from restaurant operations as a  percent
of  revenue  declined  from the prior year  due  to  increases  in
operating  costs  in  the Company's Pizza Hut  division  discussed
previously  in  the  concept specific sections.   The  decline  in
income  from  restaurant  operations in nominal  dollars  for  the
quarter  was  largely attributable to the loss  of  earnings  from
Romacorp.

General  and administrative expenses were $5.3 million during  the
quarter compared to $6.3 million during the same period last  year
for  a  decrease of $1 million or 15.1%. As a percent  of  revenue
these costs were 4.9% during the current quarter compared to  5.4%
during  the  same  quarter of the prior year. The  nominal  dollar
decrease  and the decrease in these costs as a percent of  revenue
was  due  to  the recapitalization of Romacorp, which historically
had  a higher percentage of such costs as a percentage of revenue.
Also contributing to the decline in these costs as a percentage of
revenue was increased leverage associated with positive comparable
sales  volumes  in  the Company's Pizza Hut units  and  the  sales
contributed from the 99-unit February acquisition.

Depreciation and amortization remained flat in nominal dollars and
as  a percentage of revenue. In nominal dollars, the reduction  in
these expenses as a result of the recapitalization of Romacorp was
offset  by  increased amortization of franchise rights related  to
the Company's February 1999 acquisition.

Interest expense decreased to $2.4 million during the quarter from
$3.9  million in the same quarter last year due to debt  reduction
early   in   fiscal  1999  from  the  proceeds  of  the   Romacorp
recapitalization.

Miscellaneous  income  was $504,000 for the  quarter  compared  to
$266,000 reported last year.  The increase in miscellaneous income
was due to the gain on sale or disposition of assets.

Net  income before the cumulative effect of a change in accounting
principle  for  the  quarter was $6.7 million  compared  to  $33.2
million recorded in the same period of the prior year. Net  income
for  the  prior year included a gain from the recapitalization  of
Romacorp of $39.4 million on a pre-tax basis or $26.8 million, net
of  taxes.  Taxes for the year are being provided at an  effective
rate  of  35% compared to last year's effective rate of  33%.  The
prior year effective tax rate would have been 35%, but was reduced
due  to the weighted-average effect of a lower tax rate associated
with the Romacorp recapitalization gain.

Liquidity, Capital Resources and Cash Flows

The  Company's primary source of cash is its operations.  Adjusted
for  various changes in balance sheet accounts, cash flow provided
by  operating activities was $16.6 million for the thirteen  weeks
ended June 29, 1999 compared to the $13.2 million reported in  the
prior year. This increase is largely due to the timing differences
in the Company's working capital accounts.

Restaurant  development and normal recurring capital  expenditures
resulted  in  $9.7 million of total capital expenditures  for  the
thirteen  weeks  ended June 29, 1999 compared to $5.8  million  of
total  capital expenditures for the same period of the prior year.
The  increase was largely due to 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 to cash provided by operations, the Company has a $200
million  unsecured line of credit through May 2001.  At  June  29,
1999  the  Company  had $148 million in unused borrowing  capacity
under  this agreement, access to which is limited by the Company's
debt  covenants.  The $33.6 million acquisition of  70  Pizza  Hut
units  which closed July 22, 1999 was funded through the Company's
unsecured  line of credit.  (See Note 2 for information  regarding
the  70  unit  acquisition.)  Predominately cash sales  and  rapid
inventory turnover allow the Company to use all available cash  to
reduce  borrowings under its line of credit.  The low  requirement
for  the maintenance of current assets, combined with credit  from
trade  suppliers  produces  a working capital  deficit,  which  is
consistent with past experience.

On  July  27,  1998  the Company increased the  number  of  shares
authorized by the Board for re-purchase by one million shares.  At
June 29, 1999 967,700 shares remained authorized for re-purchase.

During the thirteen weeks ended June 29, 1999 the Company made all
scheduled principal and interest payments.

Seasonality

As  a  result  of  its  historical diversification  in  restaurant
concepts  the Company has historically not experienced significant
seasonal  sales  fluctuations on a consolidated  basis.   However,
Pizza  Hut  sales  are  largely  driven  through  advertising  and
promotion  and  are  adversely impacted  in  economic  times  that
generally  require high cash flow from consumers 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
effect  the  Company's  labor costs.  The  Company  cannot  always
effect  immediate price increases to offset higher  costs  and  no
assurance can be given that the Company will be able to do  so  in
the future.

The  state  of Oregon increased the state minimum wage  rate  from
$6.00  per hour to $6.50 per hour effective January 1, 1999.   The
state of Delaware increased the state minimum wage rate from $5.15
per  hour  to $5.65 per hour effective May 1, 1999.  The state  of
Washington  increased the state minimum wage rate from  $5.15  per
hour to $5.65 per hour effective January 1, 1999 and will increase
the rate to $6.50 per hour effective January 1, 2000.  The Company
currently  operates  22,  10  and 5 Pizza  Hut  units  in  Oregon,
Delaware  and  Washington,  respectively.   The  impact  of  these
increases  on  consolidated labor costs  is  not  expected  to  be
significant.

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

During  the  quarter cheese prices were approximately 1.6%  higher
than  the costs incurred during the comparable period of the prior
year.   Based upon available forecasts, management expects  cheese
costs  to equal or exceed last year's unusually high levels during
the  Company's  second  and  third  fiscal  quarters,  effectively
eliminating  the  previously  anticipated  year-over-year   margin
benefit  of  lower cheese prices from the prior year during  these
quarters.  Due  to  the current volatility in this  market  future
cheese price fluctuations are difficult to predict.

Increases  in  interest rates would directly affect the  Company's
financial  results.  At  June 29, 1999 approximately  61%  of  the
Company's  borrowings were under long-term fixed rate  agreements.
Under   the  Company's  revolving  credit  agreements  alternative
interest rate options are available which can be used to limit the
Company's exposure to fluctuating rates.

Year 2000 Compliance

The  Company  is  in the process of evaluating and  modifying  its
computer systems and applications for Year 2000 issues. The  final
phase of a four-phase readiness program was completed as scheduled
in  December 1998. This plan included all development and  testing
of  internally  developed  systems  and  certification  of  vendor
provided  equipment and systems. During calendar 1999 the  Company
is  in  the  process  of testing and rolling out  vendor  software
upgrades.   To  date,  the  Company has completed  all  identified
hardware  upgrades.   As  a  result  of  these  replacements   and
upgrades, these systems will be Year 2000 ready.  The Company does
not  believe  that  the costs of equipment  or  upgrades  will  be
material. Throughout 1999 the Company will continue the testing of
both  the  existing and newly developed or installed  systems  and
will evaluate any potential issues. This plan addresses all of the
Company's significant computer systems including the Point-of-Sale
("POS"),  its proprietary "back-office" system, and its  financial
reporting   system,   which  includes  sub-modules   for   various
applications such as payroll and accounts payable.

Additionally,  the Company is in the process of evaluating  third-
party  vendors for Year 2000 readiness. The Company  completed  an
inventory of its large suppliers and has mailed letters requesting
information  on  their  Year 2000 status.   Of  approximately  220
inquiries  made,  58% have been received.  The  Company  has  sent
letters  requesting  status  information  from  lending  and  cash
management  banks.  Of approximately 750 inquires sent,  92%  have
been received.  Responses received to date have not identified any
suppliers  or  banks considered to be high risk.  The  Company  is
continuing  the  process  of collecting  the  responses  from  the
suppliers  and  banks  and will continue to follow  up  throughout
calendar 1999.

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

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

The  failure to correct a material Year 2000 problem could  result
in  an  interruption in, or a failure of, certain normal  business
activities  or  operations.  Such failures  could  materially  and
adversely  affect  the Company's results of operations,  liquidity
and  financial condition. Due to the general uncertainty  inherent
in  the  Year 2000 problem, resulting in part from the uncertainty
of the Year 2000 readiness of third-party suppliers and customers,
the  Company is unable to provide assurance at this time that  the
consequences of Year 2000 failures will not have a material impact
on  the  Company's results of operations, liquidity  or  financial
condition.   Given  the Company's best efforts  and  execution  of
remediation,  replacement and testing, it is still  possible  that
there  will be disruptions and unexpected business problems during
the  early months of fiscal 2000.  The Company will make diligent,
reasonable  efforts  to  assess  Year  2000  readiness  and   will
ultimately develop contingency plans for business critical systems
prior  to the end of calendar 1999.  However, no contingency plans
are  being  developed for the availability of key public  services
and  utilities.  The Company is heavily dependant on the continued
normal  operations of not only key suppliers of cheese  and  other
raw materials and major food and supplies distributor, but also on
other  entities such as lending, depository and disbursement banks
and  third  party  administrators of benefit plans.   Despite  the
Company's    diligent   preparation,   unanticipated   third-party
failures,  general public infrastructure failures, or  failure  to
successfully conclude remediation efforts as planned could have  a
material  adverse  impact on the results of operations,  financial
condition  or  cash flows in 1999 and beyond.   Lack  of  publicly
available  hard  currency  or  credit card  processing  capability
supporting  the  retail sales stream could also  have  a  material
adverse  impact on the results of operations, financial  condition
or  cash  flows.  The Company's Year 2000 project is  expected  to
significantly reduce the Company's level of uncertainty about  the
Year  2000  problem  and,  in  particular,  about  the  Year  2000
readiness  of  its material external agents. The Company  believes
that,  with  the  implementation  of  new  business  systems   and
completion  of  the  project  as  scheduled,  the  possibility  of
significant interruptions of normal operations should be reduced.

Forward Looking Comments

The  statements  under "Management's Discussion  and  Analysis  of
Financial   Condition  and  Results  of  Operations"   and   other
statements  which  are not historical facts contained  herein  are
forward  looking statements that involve risks and  uncertainties,
including   but  not  limited  to:  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;
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, labor shortages
and costs and other risks detailed in the Company's Securities and
Exchange Commission filings.


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

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 30, 1999.


Item 2.  Changes in Securities

None


Item 3.  Defaults upon Senior Securities

None


Item 4.  Submission of Matters to a Vote of Security Holders

None


Item 5.  Other Information

None


Item 6.  Exhibits and Reports on Form 8-K

 (a) Exhibits

     The following Exhibit is filed as part of this Report:

     Exhibit 27 - Financial Data Schedule

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

      The  following  reports on Form 8-K were  filed  during  the
quarter ended June 29, 1999:

      June 8, 1999  Announcement of intent to acquire 70 Pizza Hut
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: July 27, 1999
 Senior Vice President Finance                    Troy D. Cook
 Chief Financial Officer
 Principal Financial Officer


DATE: July 27, 1999
 Vice President Restaurant Services               Alan L. Salts
 Chief Accounting Officer