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 30, 1998

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934  For the transition period from
____________ to ____________

Commission File Number 0-13007

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


                                 
       Kansas                             48-0817298
(State of Incorporation)      (IRS Employer Identification Number)
                                 
                                 
                                 
             720 W. 20th Street, Pittsburg, KS  66762
             (Address of principal executive offices)
                                 
                                 
 Registrant's telephone number, including area code (316) 231-3390
                                 
                                 
                                 
Indicate  by check mark whether the registrant (1) has  filed  all
reports  required  to  be filed by Section  13  or  15(d)  of  the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that  the  registrant was required to file
such   reports),  and  (2)  has  been  subject  to   such   filing
requirements for the past 90 days.  Yes [ X ]  No [  ]


The  number  of  shares outstanding of the registrant's  class  of
common stock as of August 4, 1998:

            Common Stock, $0.01 par value - 24,767,623

                                 
                                 
                                 
                                 
                                 
                      NPC INTERNATIONAL, INC.


INDEX


                                                      PAGE

PART I.   FINANCIAL INFORMATION

          Consolidated Balance Sheets --
             June 30, 1998 and March 31, 1998           3

          Consolidated Statements of Income --
             For the Thirteen Weeks Ended
             June 30, 1998 and June 24, 1997            4

          Consolidated Statements of Cash Flows --
             For the Thirteen Weeks Ended
             June 30, 1998 and June 24, 1997            5

          Notes to Consolidated Financial Statements    6

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


PART II.  OTHER INFORMATION                            13



PART I.   FINANCIAL INFORMATION

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

ASSETS                              June 30, 1998  March 31, 1998
Current assets:
 Cash and cash equivalents            $    4,681   $    4,548
 Accounts receivable, net                104,389        2,375
 Inventories of food and supplies          2,447        4,177
 Deferred income tax asset                 2,662        3,245
 Prepaid expenses and other
 current assets                            2,568        3,874
   Total current assets                  116,747       18,219

Facilities and equipment, net             86,904      138,779
Assets held for sale                       2,098        3,157
Notes receivable, net                        378          465
Franchise rights, net                    197,131      198,917
Goodwill, net                              2,806       17,364
Investment in Romacorp, Inc.               6,750           --
Deferred income tax asset                     --          344
Other assets                               5,201        5,247
TOTAL ASSETS                          $  418,015   $  382,492

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable                     $   16,216   $   18,143
 Sales taxes                               1,673        2,561
 Payroll taxes                             1,394        1,742
 Accrued interest                          2,306        4,130
 Accrued payroll                           6,080        8,669
 Income tax payable                       16,392          650
 Current portion of closure reserve        1,260        1,360
 Insurance reserves                        4,310        5,613
 Other accrued liabilities                 7,646        6,188
   Total current liabilities              57,277       49,056

Long-term debt                           196,200      204,033
Deferred income tax liability              1,079           --
Closure reserve                            8,084        8,936
Health and workers' compensation
 reserves                                  8,000        9,000
Other deferred items                       6,971        4,431

Stockholders' Equity:
 Common stock, $.01 par value
 100,000,000 shares authorized,
 27,592,510 issued                           276          276
Paid-in capital                           21,055       21,033
Retained earnings                        138,307      105,157
                                         159,638      126,466
Less treasury stock at cost,
 representing 2,826,212 shares          (19,234)     (19,430)
   Total stockholders' equity            140,404      107,036

TOTAL LIABILITIES AND EQUITY          $  418,015   $  382,492


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



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

                                        Thirteen Weeks Ended
                                    June 30, 1998  June 24, 1997

Net Sales                             $  113,388   $  101,067
Net franchise revenue                      2,114        2,050
 Total revenue                           115,502      103,117

Cost of sales                             30,646       28,124
Direct labor                              32,185       29,424
Other                                     30,484       26,278
 Total operating expenses                 93,315       83,826

Income from restaurant operations         22,187       19,291

General and administrative expenses        6,262        5,284
Depreciation and amortization              2,531        2,366

Operating income                          13,394       11,641

Other expense:
 Interest expense                        (3,882)      (3,030)
 Other                                       266          197

Income before income taxes and
 gain on recapitalization of
 subsidiary                                9,778        8,808
Gain on recapitalization of
 Romacorp, Inc.                           39,400           --

Income before income taxes                49,178        8,808

Provision for income taxes                16,028        3,083

Net income                            $   33,150   $    5,725

Earnings per share - Basic            $     1.34   $      .23

Earnings per share - Diluted          $     1.31   $      .23

Weighted average shares
 outstanding - Basic                  24,758,341   24,643,285

Weighted average shares
 outstanding - Diluted                25,238,181   25,011,426

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 30, 1998  June 24, 1997
Operating Activities:

Net income                            $   33,150   $    5,725
Non-cash items included in
     net income:
 Depreciation and amortization             6,491        5,567
 Amortization of start-up costs              348          674
 Deferred income taxes                        --        (170)
 Non-cash gain on recapitalization
   of Romacorp, Inc.                    (38,758)           --
Change in assets and liabilities,
     net of acquisitions and
     divestitures:
 Accounts receivable, net                  (106)         (39)
Notes receivable, net                         25           19
 Inventories of food and supplies          (397)        (108)
 Prepaid expenses and other
   current assets                           (57)        (610)
 Accounts payable                          (812)        7,714
 Payroll taxes                              (15)          325
 Accrued interest                        (1,796)          399
 Income tax payable                       15,742        3,439
 Accrued payroll                         (1,792)        3,847
 Health and workers' compensation
   reserves                                  147        1,040
 Other accrued liabilities                 1,037        2,103
   Net cash flows provided by
   operating activities                   13,207       29,925

Investing Activities:

Capital expenditures                     (5,767)      (8,560)
Acquisition of business assets,
 net of cash                                  --    (109,516)
Proceeds from sale of capital assets         316          313
Changes in other assets, net             (1,341)          677
 Net cash flows used in investing
   activities                            (6,792)    (117,086)

Financing Activities:

Net change in revolving
 credit agreements                         1,500       51,567
Proceeds from issuance of
 long-term debt                               --       49,756
Payment of long-term debt                (8,000)      (9,000)
Exercise of stock options                    218          119
 Net cash flows (used in)
     provided by financing
   activities                            (6,282)       92,442


Net Change in Cash and
 Cash Equivalents                            133        5,281

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

Cash and Cash Equivalents at
 End of Period                        $    4,681   $    5,281


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

                                 
                                 
                      NPC International, Inc.
            Notes to Consolidated Financial Statements
                            (Unaudited)
                                 
                                 
Note 1 -  Basis Of Presentation

The   financial   statements   include   the   accounts   of   NPC
International,   Inc.  and  its  wholly-owned  subsidiaries   (the
Company).   All significant intercompany balances and transactions
were eliminated.  (See Note 4 - Recapitalization of Romacorp, Inc.
for  information regarding the accounting method  used  to  record
this  formerly wholly-owned subsidiary's activity 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 31, 1998.

In   the   opinion  of  management,  the  accompanying   unaudited
consolidated  financial statements contain  all  normal  recurring
adjustments necessary to present fairly the financial position  of
the  Company as of June 30, 1998, and March 31, 1998, the  results
of operations and cash flows for the thirteen weeks ended June 30,
1998  and June 24, 1997.  Results for the interim periods are  not
necessarily indicative of the results that may be expected for the
entire fiscal year.

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


Note 2 -  Cash Flows

There  were  net cash payments for income tax of $226,000  in  the
thirteen weeks ended June 30, 1998, and cash receipts from  income
tax refunds of $146,000 in the thirteen weeks ended June 24, 1997.
Cash  paid for interest for the thirteen weeks ended June 30, 1998
and June 24, 1997 was $5,632,000 and $2,761,000, respectively.


Note 3 -  Acquisitions

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

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

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

On  May  15,  1997, the Company acquired 82 units  from  Jamie  B.
Coulter (Coulter). Simultaneously, the Company assumed operational
responsibility  for 18 additional Coulter units, which  have  been
reflected in the Company's financial statements as if owned.   The
Company  acquired 10 of the units on July 16, 1997, four  more  on
August  19, 1997 and on October 2, 1997 the Company closed on  the
remaining four units.


The  following unaudited pro forma results for the thirteen  weeks
ended  June  24,  1997, were developed assuming that  all  of  the
acquired  units  previously described had  been  acquired  at  the
beginning of the period.  The unaudited pro forma data shown below
is  not  necessarily indicative of the consolidated  results  that
would  have  occurred  had the acquisitions  taken  place  at  the
beginning  of  the  period  nor is it  necessarily  indicative  of
results that may occur in the future.

     Pro Forma Results (unaudited)
     (Dollars in thousands
     except per share data)         June 24, 1997

     Total revenue                     $117,738
     Net income                           6,316
     Net income per share - Basic           .26
     Net income per share - Diluted         .25


Note 4 -  Recapitalization of Romacorp, Inc.

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


Note 5 -  Earnings per Share

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

                                    Thirteen Weeks Ended
                                 June 30, 1998    June 24, 1997
 Numerator:

 Net Income                      $  33,150,000    $  5,725,000

 Denominator:

 Denominator for basic
 earnings per share - weighted
 average shares                     24,758,341      24,643,285

 Effect of dilutive securities:
   Employee stock options              479,839         368,141

 Denominator for diluted
   earnings per share -
   adjusted weighted average
   shares and assumed
   conversions                      25,238,181      25,011,426

Earnings per share - Basic       $        1.34    $        .23

Earnings per share - Dilutive    $        1.31    $        .23



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

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

Overview - The Company is the largest Pizza Hut franchisee in  the
world  and  at June 30, 1998, operated 658 Pizza Hut units  in  24
states.  The  Company  and 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.   During  the  preceding 18 months,  the  Company  has
acquired  over  300  units  from the franchisor,  PHI,  and  other
franchisees.    The   Company,   estimates   that   is    operates
approximately 9% of the entire Pizza Hut system. As a result of  a
recapitalization of its Romacorp, Inc. subsidiary, effective  June
28,  1998,  the  Company has reduced its equity holdings  in  this
entity to 20%, and therefore, no longer controls its operations.

Products  -  Pizza Hut's main product is high quality,  innovative
and  moderately  priced pizza.  Additionally,  the  menu  contains
pasta, sandwiches, salad bar and a luncheon buffet.

Certain of the Company's Pizza Huts units serve beer. This product
is not a significant portion of the Pizza Hut sales mix.

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

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

Development

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

                         SYSTEM UNIT ACTIVITY
                         1999 FIRST QUARTER
                                 
                Beginn-  Conver- Develop  Acquir  Closed End-
                ing      sions   -ed      -ed            ing
Company Owned

Pizza Hut
 Restaurant      539     (1)       2        -      13     527
 Delivery        141       1       -        -      11     131
  Total
  Pizza Hut      680       -       2        -      24     658

Tony Roma's(1)    45               -        -       -     45*
  Total Company
  Owned          725               2               24     703

Franchised
 Tony Roma's     147               2        -       2    147*

Total System     872               4        -      26     850

(1)  Excludes 2 units operated as joint ventures by the Company.

*Effective June 28, 1998, NPC International, Inc. sold 80% of its
equity  interest  in  Romacorp, Inc. and,  therefore,  no  longer
controls the operations of Romacorp, Inc., and subsidiaries. (See
Note   4   -  Recapitalization  of  Romacorp,  Inc.  for  further
information.)

On  April 27, 1998 the Company announced plans to consolidate  and
relocate 53 Pizza Hut units to 45 new locations to redefine  trade
areas, improve market presence, and to upgrade certain assets to a
more  competitive  format.   Relocated  units  will  be  moved  to
improved  trade  areas  and  fall into the  following  categories:
relocation  of  delivery  units  to  more  visible  locations  and
improved  formats;  relocation of older dine-in  assets  in  rural
markets  to new prototype units; and conversions of certain  metro
markets  to  "Main-Path"  restaurants. In  conjunction  with  this
strategy, the Company closed 24 Pizza Hut units during the quarter
ended  June  30,  1998.  Additionally, two Pizza  Hut  units  were
developed during the quarter.

One  Tony  Roma  international franchise  unit  and  one  domestic
franchise unit opened during the quarter.

Results  of Operations - Set forth at the beginning of the section
discussing the results of operations for each concept operated  by
the Company is a table of revenue and operating expenses expressed
as  a  percent of revenue, or sales as indicated, for the thirteen
weeks  ended  June  30, 1998 and June 24,  1997.   Cost  of  sales
includes  the  cost  of food and beverage products  sold.   Direct
labor  represents  the  salary and related  fringe  benefit  costs
associated  with  restaurant  based  personnel.   Other  operating
expenses  include royalties (Pizza Hut only), rent,  depreciation,
advertising, utilities, supplies and insurance among  other  costs
directly associated with operating a restaurant facility.


                       PIZZA HUT OPERATIONS
                            (Unaudited)
                      (dollars in thousands)
                                 
                                       Thirteen Weeks Ended
                                   June 30, 1998  June 24, 1997
                                 
 Revenue
 Restaurant Sales                     $   72,240   $   64,201
 Delivery Sales                           18,635       16,641
   Total Revenue                          90,875   $   80,842

 Restaurant Operating Expenses
 as a Percentage of Revenue:

 Total Expenses(1)
 Cost of Sales                             25.1%        26.6%
 Direct Labor                              27.9%        28.5%
 Other                                     27.7%        26.5%
   Total Operating Expenses                80.8%        81.6%
 Restaurant Based Income                   19.2%        18.4%

 Restaurant Expenses(2)
 Cost of Sales                             25.2%        26.8%
 Direct Labor                              26.8%        27.3%
 Other                                     28.4%        26.9%
   Total Operating Expense                 80.4%        81.0%
 Restaurant Based Income                   19.6%        19.0%

 Delivery Expenses(3)
 Cost of Sales                             24.7%        26.3%
 Direct Labor                              32.5%        33.2%
 Other                                     25.0%        24.6%
   Total Operating Expenses                82.2%        84.1%
 Restaurant Based Income                   17.8%        15.9%

 (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 30, 1998 with the Thirteen Weeks Ended June 24, 1997

Revenue  from the Company's Pizza Hut operations was $90.9 million
during the quarter, for an increase of 12% over the same period of
the  prior  year.  This increase was due to the operation  of  222
units  during the quarter which were acquired throughout the  same
quarter  of the prior year. The increase in units operated  during
the  quarter more than offset the impact of closing 24 low  volume
units  without  replacement as planned during the quarter.   Sales
from  delivery units was $18.6 million during the quarter  for  an
increase  of  12%  over  the  $16.6 million  recorded  last  year.
Comparable sales growth of 5.1% and an increase in the  number  of
units  operated  contributed  to  this  increase  in  sales.   The
Company's restaurants (Red Roofs) accounted for the balance of the
Pizza  Hut  sales  volume.  These units  recorded  a  decrease  in
comparable sales of 2%, which was more than offset by the increase
in  units operated relative to the prior year. For all unit  types
combined,  comparable sales declined by 0.7%  during  the  quarter
while average unit volumes increased by 2% over the prior year due
to  the  favorable  impact  of the asset  re-imaging  plan.   (See
Development   section  for  further  information   regarding   the
Company's asset re-imaging strategy.)

Cost  of  sales as a percent of revenue improved 150 basis  points
compared  to  the  same  quarter of the prior  year  due  to  more
normalized ingredient costs, reduced waste in acquired stores  and
a  decline  in  cheese  cost for the quarter of  approximately  3%
compared  to  the  same  period of the prior  year.   The  Company
benefited  from  reduced ingredient costs  compared  to  the  same
period  of the prior year due to better optimization of ingredient
formulations and supply contract negotiations.

Direct labor for the quarter declined 60 basis points compared  to
the  same period of the prior year despite the increase in minimum
wage  effective  September, 1997 which has  contributed  to  a  6%
increase  in  the  average hourly wage incurred relative  to  last
year.  This improvement results from labor efficiencies  primarily
achieved  in  acquisition markets.  (See Effects of Inflation  and
Other   Matters  for  additional  information  on   minimum   wage
increases.)

Other operating expense for the quarter increased 120 basis points
over  the  comparable period of the prior year.  This  is  largely
attributable  to  higher occupancy costs as the Company  leases  a
higher  percent  of  its facilities than in  the  prior  year  and
increased   store   manager  bonuses  due   to   improvements   in
controllable profit.


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

                                       Thirteen Weeks Ended
                                   June 30, 1998  June 24, 1997

 Revenue
 Restaurant Sales                     $   22,513   $   20,225
 Franchise Revenue                         2,114        2,050
 Total Revenue                        $   24,627   $   22,275

 Restaurant Operating Expenses
   as a Percentage of Sales
 Cost of Sales                             34.8%        32.6%
 Direct Labor                              30.2%        31.5%
 Other                                     23.5%        24.2%
 Total Operating Expenses                  88.5%        88.3%
 Restaurant Based Income                   11.5%        11.7%
 Income from System Operations(1)          19.1%        19.9%

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


Comparison of Tony Roma's Operating Results for the Thirteen Weeks
Ended June 30, 1998 with the Thirteen Weeks Ended June 24, 1997

Restaurant sales were $22.5 million for the quarter for  an  11.3%
or  $2.3 million increase over the same quarter of the prior year.
The  increase  is  attributable to restaurant  development  and  a
comparable  sales increase of 1.9% for stores open  more  than  18
months.  The improvement in comparable sales was due largely to  a
new menu implemented late in the third quarter of fiscal 1998.

Net franchise revenue was $2,114,000 during the quarter, which was
essentially  flat compared to the $2,050,000 recorded  during  the
same period of the prior year.

Direct  labor, as a percentage of sales, declined 130 basis points
for  the  quarter  due to leverage obtained from  increased  store
volume  and  comparable sales. Also affecting the change  for  the
quarter was the opening of only one new store during the last  six
months compared to the opening of five new stores during the  same
period of the prior year.  Unusually high labor costs are incurred
with  store openings due to increased training and staffing levels
to ensure the customer's experience is favorable.

Other  operating expense, as a percent of sales, declined 70 basis
points  for the quarter compared to the same period of  the  prior
year.  This  improvement  is due largely to  the  above  mentioned
leverage  obtained  from  increased store  volume  and  comparable
sales.

Consolidated Results

Comparison  of  Consolidated Operating Results  for  the  Thirteen
Weeks  Ended June 30, 1998 with the Thirteen Weeks Ended June  24,
1997

Total consolidated revenue for the quarter was $115.5 million, for
an  increase of 12%, or $12.4 million over the same period of  the
prior year.  The growth was due largely to the revenue contributed
from the acquired Pizza Hut units and Tony Roma's unit development
and  comparable  sales  growth.  (See  Note  3  of  the  Notes  to
Consolidated  Financial Statements for additional  information  on
the acquisitions.)

Consolidated  income from restaurant operations was $22.2  million
or  19.2% of revenue for the quarter compared to $19.3 million  or
18.7%  last  year for an increase of $2.9 million or  15%.  Income
from  restaurant operations as a percent of revenue increased over
the prior year due to improved margin performance in the Company's
Pizza Hut units.

General  and  administrative expenses, as a  percent  of  revenue,
increased  30 basis points over the same period of the prior  year
as  the  Pizza Hut infrastructure required to support the acquired
stores was not fully developed at the end of the first quarter  of
fiscal  1998. Depreciation and amortization increased $165,000  or
7%  over  last  year  due to increased amortization  of  franchise
rights  associated with acquisitions, but increased only 10  basis
points  as a percent of sales, compared to the same period of  the
prior year due to increased revenue.

Increased  borrowings  associated with  fiscal  1998  acquisitions
resulted  in an increase in interest charges of $852,000  for  the
quarter  compared  to same period of the prior fiscal  year.   Net
income  for  the  quarter was $33.2 million which  included  $39.4
million   in   pre-tax  income  related  to  the   gain   on   the
recapitalization of Romacorp, Inc. and $12.6 million of income tax
expense  related to that gain.  Consistent with last year,  income
taxes have been provided for at 35% for income not related to  the
recapitalization   gain.   (See  Note  4  -  Recapitalization   of
Romacorp, Inc. for further information.)

Liquidity, Capital Resources and Cash Flows

The  Company's primary source of cash is its operations.  Adjusted
for  various changes in balance sheet accounts, cash flow provided
by  operating  activities was $12.6 million  for  the  quarter,  a
decrease of 58% compared to the $29.9 million for the same  period
of  the  prior  year.   Cash flow from operations  last  year  was
positively  impacted by the working capital contribution  realized
from  the acquired stores which, like the Company, operate with  a
working capital deficit.

In addition to cash provided by operations, the Company has a $200
million  unsecured line of credit through March 3, 2000. Borrowing
capacity  will  be  increased as a result of  the  Romacorp,  Inc.
transaction  as net of tax proceeds of approximately  $90  million
will  be  used  to reduce outstanding borrowings on  the  line  of
credit.  After  giving effect to this repayment, the  Company  had
$176  million  in unused borrowing capacity under this  agreement,
access  to  which is limited by the Company's debt covenants.  The
acquisitions completed during fiscal 1998 were funded through  the
line of credit and the issuance of $50 million of senior unsecured
notes to institutional lenders. 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.

During  the  quarter  ended June 30, 1998, the  Company  made  all
scheduled principal and interest payments.

Restaurant  development at Tony Roma's and Pizza Hut, in  addition
to  normal recurring capital expenditures resulted in $5.8 million
of  total capital expenditures for the quarter ended June 30, 1998
compared  to  $8.6 million of total capital expenditures  for  the
same period of the prior year.

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.

Seasonality

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

Effects of Inflation

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

Federal wage laws increased the minimum wage to $5.15 per hour  in
September 1997.  In addition to the federal minimum wage  increase
in September 1997, the state of Oregon increased the state minimum
wage  rate  to  $6.00 per hour on January 1,  1998.   The  Company
currently operates 22 Pizza Hut units in the State of Oregon.

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 3% less  than  the  costs
incurred  during the comparable period of the prior year. However,
management  expects  cheese  costs to exceed  last  year's  levels
during  the second fiscal quarter by 20% to 25% based upon current
prices and available forecasts.

Increases  in  interest rates would directly affect the  Company's
financial  results.   Subsequent to receiving  proceeds  from  the
Romacorp  recapitalization transaction, approximately 83%  of  the
Company's  borrowings were under long-term fixed rate  agreements.
Under   the  Company's  revolving  credit  agreements  alternative
interest rate options are available which can be used to limit the
Company's  exposure  to fluctuating rates.  The  Company  actively
utilizes  these  options  as  well  as  other  hedging  strategies
including  interest  rate swap products to  reduce  interest  rate
exposure.

Forward Looking Comments

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


PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings

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

Item 2.  Changes in Securities

None

Item 3.  Defaults upon Senior Securities

None

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

None

Item 5.  Other Information

None

Item 6. Exhibits and Reports on Form 8-K

 (a) Exhibits

     The following Exhibit is filed as part of this Report:

     Exhibit 27 - Financial Data Schedule

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

      The  following  reports on Form 8-K were  filed  during  the
thirteen weeks ended June 30, 1998:

      May  8, 1998 Acquisition or Disposition of Assets pertaining
to the recapitalization of Romacorp, 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: August 11, 1998
 Vice President Finance       Troy D. Cook
 Chief Financial Officer
 Principal Financial Officer


DATE: August 11, 1998
 Vice President,              Alan L. Salts
 Restaurant Services
 Chief Accounting Officer