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
    September 29, 1998

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

Commission File Number 0-13007

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


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


The  number  of  shares outstanding of the registrant's  class  of
common stock as of October 12, 1998:

            Common Stock, $0.01 par value - 24,437,414

                                 
                                 
                                 
                                 
                      NPC INTERNATIONAL, INC.



INDEX


                                                      PAGE

PART I.   FINANCIAL INFORMATION

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

          Consolidated Statements of Income --
             For the Thirteen and Twenty-Six
             Weeks Ended September 29, 1998
             and September 23, 1997                     4

          Consolidated Statements of Cash Flows --
             For the Twenty-Six Weeks Ended
             September 29, 1998 and September
             23, 1997                                   5

          Notes to Consolidated Financial Statements    6

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


PART II.  OTHER INFORMATION                            14





PART I.   FINANCIAL INFORMATION

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

ASSETS                                   September     March
                                          29, 1998    31, 1998
Current assets:
 Cash and cash equivalents                $ 3,933      $4,548
 Accounts receivable, net                   1,524       2,375
 Inventories of food and supplies           2,541       4,177
 Deferred income tax asset                  2,662       3,245
 Prepaid expenses and other current
 assets                                     4,059       3,874
   Total current assets                    14,719      18,219

Facilities and equipment, net              86,935     138,779
Assets held for sale                        3,123       3,157
Notes receivable, net                         359         465
Franchise rights, net                     195,351     198,917
Goodwill, net                               2,773      17,364
Investment in Roma Restaurant
 Holdings, Inc.                             6,750          --
Deferred income tax asset                      --         344
Other assets                                4,354       5,247
TOTAL ASSETS                             $314,364    $382,492

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
 Accounts payable                        $ 15,048     $18,143
 Sales taxes                                1,464       2,561
 Payroll taxes                              1,347       1,742
 Accrued interest                           2,886       4,130
 Accrued payroll                            6,749       8,669
 Income tax payable                        18,898         650
 Current portion of closure reserve         1,260       1,360
 Health and casualty reserves               4,649       5,613
 Other accrued liabilities                  5,934       6,188
   Total current liabilities               58,235      49,056

Long-term debt                             90,200     204,033
Deferred income tax liability               1,079          --
Closure reserve                             7,653       8,936
Insurance reserves                          8,000       9,000
Other deferred items                        5,282       4,431

Stockholders' Equity:
 Common stock, $.01 par value
 100,000,000 shares authorized,
 27,592,510 issued                            276         276
Paid-in capital                            21,054      21,033
Retained earnings                         142,993     105,157
                                          164,323     126,466
Less treasury stock at cost,
 representing 2,889,096 shares            (20,408)    (19,430)
   Total stockholders' equity             143,915     107,036

TOTAL LIABILITIES AND EQUITY             $314,364    $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          Twenty-Six
                              Weeks Ended         Weeks Ended
                         Sept. 29,  Sept. 23,  Sept. 29, Sept. 23,
                            1998      1997      1998      1997

Net Sales                $  90,407  $112,598   $203,795 $ 213,665
Net franchise revenue           --     2,095      2,114     4,145
 Total revenue              90,407   114,693    205,909   217,810

Cost of sales               24,262    30,854     54,908    58,978
Direct labor                24,967    32,420     57,152    61,844
Other                       25,705    31,318     56,189    57,596
 Total operating expenses   74,934    94,592    168,249   178,418

Income from restaurant
 operations                 15,473    20,101     37,660    39,392
General and administrative
 expenses                    4,748     5,743     11,010    11,027
Depreciation and
 amortization                2,054     3,058      4,585     5,424

Operating income             8,671    11,300     22,065    22,941

Other income (expense):
 Interest expense           (1,917)   (4,036)    (5,799)   (7,066)
 Other                         453        32        719       229

Income before income
taxes and gain
 on recapitalization of
 subsidiary                  7,207     7,296     16,985    16,104
Gain on recapitalization
 of Romacorp, Inc.              --        --     39,400        --

Income before income taxes   7,207     7,296     56,385    16,104

Provision for income taxes   2,521     2,554     18,549     5,637

Net income               $   4,686  $  4,742   $ 37,836  $ 10,467

Earning per
 share - Basic           $     .19  $    .19   $   1.53  $    .42

Earning per
 share - Diluted         $     .19  $    .19   $   1.51  $    .42

Weighted average shares
 outstanding - Basic  24,744,246 24,671,271 24,751,294 24,657,278

Weighted average shares
 outstanding - Diluted 25,035,400 25,093,215 25,136,791 25,052,321



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

                                              Twenty-Six
                                             Weeks Ended
                                         Sept. 29,     Sept. 23,
                                           1998          1997

Operating Activities:

Net income                               $37,836       $ 10,467
Non-cash items included in net income:
 Depreciation and amortization            11,702         12,226
 Amortization of start-up costs              427          1,411
 Deferred income taxes                        --           (307)
 Gain on recapitalization
   of Romacorp, Inc., net of cash        (38,758)           --
Change in assets and liabilities,
net of acquisitions and divestitures:
 Accounts receivable, net                   (360)          (583)
Notes receivable, net                         44             38
 Inventories of food and supplies           (491)          (859)
 Prepaid expenses and other current
   assets                                 (1,627)        (2,391)
 Accounts payable                         (1,980)         8,108
 Payroll taxes                                55            524
 Accrued interest                         (1,216)         2,091
 Income tax payable                       18,248          1,106
 Accrued payroll                          (1,123)         1,771
 Health and workers' compensation
   reserves                                  486          2,112
 Other accrued liabilities                   182          3,076
  Net cash flows provided by
  operating activities                    23,425         38,790

Investing Activities:

Proceeds from recapitalization
 of Romacorp, Inc., net                   99,921             --
Capital expenditures                     (10,477)       (15,872)
Acquisition of business assets,
 net of cash                                  --       (119,947)
Proceeds from sale of capital assets       1,424             65
Changes in other assets, net              (1,451)         1,358
 Net cash flows provided by (used in)
 investing activities                     89,417       (134,396)

Financing Activities:

Purchase of treasury stock                (1,127)         --
Net change in revolving
 credit agreements                      (104,500)       58,127
Proceeds from issuance of
 long-term debt                               --        49,756
Payment of long-term debt                 (8,000)       (9,444)
Exercise of stock options                    170           552
 Net cash flows (used in)
 provided by financing activities       (113,457)       98,991


Net Change in Cash and Cash
 Equivalents                                (615)        3,385

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

Cash and Cash Equivalents at End
 of Period                               $ 3,933      $  3,385


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

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

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

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

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


Note 2 -  Acquisitions

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

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

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

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


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

     Pro Forma Results (unaudited)       Twenty-six weeks ended
     (Dollars in thousands except          September 23, 1997
     per share data)

     Total revenue                            $ 232,431
     Net income                                  11,058
     Net income per share - Basic                   .45
     Net income per share - Diluted                 .44


Note 3 -  Recapitalization of Romacorp, Inc.

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


Note 4 -  Earnings per Share

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


                       Thirteen Weeks      Twenty-Six Weeks
                           Ended                 Ended
                   Sept 29,    Sept. 23, Sept. 29,   Sept. 23,
                     1998        1997      1998        1997

Numerator:

Net Income      $ 4,686,000 $ 4,742,000 $37,836,000  $ 10,467,000

Denominator:

Denominator for
basic earnings
per share -
weighted average
shares           24,744,246  24,671,271  24,751,294    24,657,278

Effective of
dilutive securities:
 Employee stock
options             291,154     421,944     385,497       395,043

Denominator for
diluted earnings
per share -
adjusted weighted
average share
and assumed
conversions      25,035,400  25,093,215  25,136,791    25,052,321


Earning per
share - Basic    $      .19  $      .19  $     1.53    $      .42

Earning per
share - Diluted  $      .19  $      .19  $     1.51    $      .42





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 September 29, 1998, operated 649 Pizza Hut units  in
24  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.  During  the  preceding  24
months,  the  Company has acquired over 300 units  from  PHI,  and
other   franchisees.  The  Company,  estimates  that  it  operates
approximately 9% of the entire Pizza Hut system. As a result of  a
recapitalization  of its Romacorp subsidiary, effective  June  28,
1998,  the Company has reduced its equity holdings in this  entity
to 20%, and 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 Hut units serve beer. This product is  not  a
significant portion of the Pizza Hut sales mix.

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

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

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

                       SYSTEM UNIT ACTIVITY
                        1999 SECOND QUARTER
                                                     Change
                                                     in
               Begin- Conver- Develop- Acquir- Clos- Owner  End-
               ning   sions   ed       ed      ed    ship2  ing
Company Owned
Pizza Hut
 Restaurant     524    --       2        --    (2)    --    524
 Delivery       134    --       --       --    (9)    --    125
    Total
    Company
    Owned       658    --       2        --    (11)   --    649

                         1999 YEAR-TO-DATE
                                                     Change
                                                     in
               Begin- Conver- Develop- Acquir- Clos- Owner  End-
               ning   sions   ed       ed      ed    ship2  ing
Company Owned
Pizza Hut
 Restaurant    536     (1)      4        --    (15)   --    524
 Delivery      144      1       --       --    (20)   --    125
    Total
    Pizza Hut  680     --       4        --    (35)   --    649

Tony Roma's1    45     --       --       --     --    (45)   --
    Total
    Company
    Owned      725     --       4        --    (35)   (45)  649
Franchised
 Tony Roma's   147     --       2        --    (2)    (147)  --
Total System   872     --       6        --    (37)   (192) 649

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

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 33 Pizza Hut units during the twenty-
six  weeks ended September 29, 1998. Additionally, four Pizza  Hut
units  were  developed and two Pizza Hut units closed  during  the
twenty-six weeks ended September 29, 1998.

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


                         PIZZA HUT OPERATIONS
                               (Unaudited)

                                Thirteen          Twenty-Six
                              Weeks Ended         Weeks Ended
                       Sept. 29,  Sept. 23,  Sept. 29, Sept. 23,
                          1998      1997        1998      1997

Revenue
Restaurant Sales       $  72,436   $ 73,928   $ 144,676 $ 138,128
Delivery Sales            17,971     18,149      36,606    34,791
 Total Revenue         $  90,407   $ 92,077   $ 181,282 $ 172,919

Restaurant Operating
Expenses as a
Percentage of Revenue:

Total Expenses (1)
Cost of Sales              26.9%      26.3%       26.0%     26.4%
Direct Labor               27.6%      28.1%       27.8%     28.3%
Other                      28.4%       28.4%     28.0%      27.5%
  Total Operating
     Expenses              82.9%      82.8%       81.8%     82.2%
Restaurant Based
  Income                   17.1%      17.2%       18.2%     17.8%

Restaurant Expenses (2)
Cost of Sales              27.0%      26.3%       26.1%     26.5%
Direct Labor               26.5%      26.9%       26.6%     27.1%
Other                      29.2%      28.9%       28.8%     28.0%
  Total Operating
  Expense                  82.7%      82.1%       81.5%     81.6%
Restaurant Based
  Income                   17.3%      17.9%       18.5%     18.4%

Delivery Expenses (3)
Cost of Sales              26.4%      26.3%       25.5%     26.3%
Direct Labor               32.1%      32.7%       32.3%     32.9%
Other                      25.3%      26.4%       25.2%     25.6%
  Total Operating
  Expense                  83.8%      85.4%       83.0%     84.8%
Restaurant Based
  Income                   16.2%      14.6%       17.0%     15.2%

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


Comparison  of  Pizza Hut Operating Results for the  Thirteen  and
Twenty-Six  Weeks Ended September 29, 1998 with the  Thirteen  and
Twenty-Six Weeks Ended September 23, 1997

Revenue  from the Company's Pizza Hut operations was $90.4 million
during the quarter, which was $1.7 million or 1.8% below the $92.1
million  reported  in  the same period of  the  prior  year.   The
decrease was largely due to the impact of closing 25 units without
replacement and consolidating 8 other low volume units as planned.
The effect of the unit count activity was partially offset by a 3%
increase in comparable sales for the quarter. Year-to-date revenue
was  $181.3 million for an $8.4 million or 4.8% increase over  the
prior  year.  This increase was largely due to the acquisition  of
222  units  at various points during the first fiscal  quarter  of
last  year  and comparable sales growth of 1.2% on a  year-to-date
basis.  The increase in units operated during the first quarter of
fiscal 1999 combined with a 1.2% increase in comparable sales  for
the  year-to-date  more  than offset  the  impact  of  the  above-
mentioned  decline in unit count. Comparable sales growth  in  the
Company's delivery business improved 7.8% and 6.5% for the quarter
and  year-to-date, respectively. Comparable sales  growth  in  the
Company's  restaurant (Red Roof) business improved  1.9%  for  the
quarter  and  was essentially flat for the year-to-date.   Average
unit  volumes  increased by 3.7% and 2.7% during the  quarter  and
year-to-date,  respectively, over the same periods  of  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 increased 60 basis  points
compared to the same quarter of the prior year primarily due to an
increase  in  cheese  costs for the quarter of approximately  29%.
(See  Effects  of  Inflation  and  Other  Matters  for  additional
information on cheese costs.)  For the year-to-date, cost of sales
as  a percent of revenue declined 40 basis points. The improvement
for   the   year-to-date  was  achieved  due  to  more  normalized
ingredient  costs  (largely meat) and reduced  waste  in  acquired
stores  and  was  partially offset by a 12.5% increase  in  cheese
costs. The Company benefited in the quarter and year-to-date  from
reduced ingredient costs compared to the same periods of the prior
year  due  to  better optimization of ingredient formulations  and
supply contract negotiations.

Direct labor declined 50 basis points for the quarter and year-to-
date  compared to the same periods 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  leverage
associated  with  positive  comparable  sales  volumes  and  labor
efficiencies  primarily  achieved in  acquisition  markets.   (See
Effects  of Inflation and Other Matters for additional information
on minimum wage increases.)

Other operating expense was flat for the quarter and increased  50
basis points for the year-to-date compared to the same periods  of
the  prior  year.  The increase for the year-to-date  was  largely
attributable  to  increased local marketing  and  increased  store
manager bonuses due to improvements in controllable profit and was
partially offset by increased leverage on fixed costs.


Tony Roma's Operating Results

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


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

                                Thirteen          Twenty-Six
                              Weeks Ended         Weeks Ended
                         Sept. 29, Sept. 23, Sept. 29, Sept. 23,
                            1998      1997      1998      1997

     Revenue
     Restaurant Sales    $  n/a    $20,521      $22,513   $40,746
     Franchise Revenue      n/a      2,095        2,114     4,145
     Total Revenue       $  n/a    $22,616      $24,627   $44,891

     Restaurant Operating
       Expenses as a
       Percentage of
       Sales
     Cost of Sales          n/a      32.4%        34.8%     32.5%
     Direct Labor           n/a      32.1%        30.2%     31.8%
     Other                  n/a      25.1%        23.5%     24.6%
     Total Operating
      Expenses              n/a      89.6%        88.5%     88.9%
     Restaurant Based
      Income                n/a      10.4%        11.5%     11.1%
     Income from System
      Operations (1)        n/a      18.7%        19.1%     19.3%


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


Consolidated Results

Comparison of Consolidated Operating Results for the Thirteen  and
Twenty-Six  Weeks Ended September 29, 1998 with the  Thirteen  and
Twenty-Six Weeks Ended September 23, 1997

Total  consolidated  revenue for the quarter  was  $90.4  million,
which  was  21.2% or $24.3 million below the same  period  of  the
prior  year.  On  a year-to-date basis, consolidated  revenue  was
$205.9  million, which was 5.5% or $11.9 million  below  the  same
period  of the prior year. The decline in revenue for the  quarter
and year-to-date was primarily due to the loss of revenue from the
recapitalization of Romacorp (see Note 3). The closure  of  stores
related  to the Pizza Hut re-imaging strategy also contributed  to
the decline for the quarter.

Consolidated  income from restaurant operations was $15.5  million
or  17.1% of revenue for the quarter compared to $20.1 million  or
17.5%   last   year.  For  the  quarter,  income  from  restaurant
operations   as  a  percent  of  revenue  declined  due   to   the
recapitalization of Romacorp. As a result of net franchise revenue
generated, Romacorp historically had a higher percentage of income
from   restaurant   operations  than  the  Company's   Pizza   Hut
operations.  Also  contributing to  the  decline  in  income  from
restaurant operations as a percent of revenue for the quarter  was
the  margin impact of an increase in cheese costs of approximately
29%  compared to the same period of the prior year.  For the year-
to-date, consolidated income from restaurant operations was  $37.7
million or 18.3% of revenue compared to $39.4 million or 18.1%  of
revenue  last year. 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.  The  decline  in
income  from  restaurant  operations in nominal  dollars  for  the
quarter and year-to-date was primarily due to the recapitalization
of Romacorp.

General  and  administrative expenses, as a  percent  of  revenue,
increased 30 and 20 basis points for the quarter and year-to-date,
respectively,  over  the same period of  the  prior  year  as  the
infrastructure required to support the acquired Pizza  Hut  stores
was  not  fully developed in the same periods of the  prior  year.
Depreciation  and amortization decreased $1 million or  32.8%  and
$839   thousand   or  15.5%  for  the  quarter  and  year-to-date,
respectively, compared to the same periods of the prior year.  The
decline  was due largely to the reduction in amortization  expense
as  a  result  of  the  recapitalization  of  Romacorp.   Romacorp
historically   had   a  higher  percentage  of  depreciation   and
amortization than the Company's Pizza Hut division resulting  from
amortization of goodwill and more significant amortization of pre-
opening expenses.

A  decline in outstanding borrowings since the same period of  the
prior year, largely attributable to the Romacorp recapitalization,
resulted  in a decrease in interest charges of approximately  $2.1
million  for  the quarter. For the year-to-date, interest  expense
declined  by  $1.3  million due to the  debt  reduction  from  the
proceeds  of  the Romacorp recapitalization, which  was  partially
offset by lower interest charges in the first quarter of last year
compared to the same period this year.

Other  income was $453 thousand and $719 thousand for the  quarter
and  year-to-date, respectively, compared to $32 thousand and $229
thousand reported in the same periods of the prior year.  For  the
quarter and year-to-date, the increase in other income was due  to
the gain on sale or disposition of assets.

Net income for the quarter was $4.7 million, which was essentially
flat when compared to the same period of the prior year. On a year-
to-date  basis,  net income was $37.8 million  compared  to  $10.5
million recorded in the same period of the prior year.  Net income
for  the  year-to-date included $39.4 million  in  pre-tax  income
related to the gain on the recapitalization of Romacorp and  $12.6
million  of  income tax expense related to that gain.   Consistent
with  last  year, income taxes have been provided for at  35%  for
income  not related to the recapitalization gain. (See  Note  3  -
Recapitalization of Romacorp, Inc. for further information.)


Liquidity, Capital Resources and Cash Flows

The  Company's primary source of cash is its operations.  Adjusted
for  various changes in balance sheet accounts, cash flow provided
by operating activities was $23.4 million for the twenty-six weeks
ended  September 29, 1998, a decrease of 40% compared to the $38.8
million reported in the twenty-six weeks ended September 23, 1997.
Cash flow from operations last year was positively impacted by the
acquired  stores which, like the Company, operate with  a  working
capital  deficit. Also contributing to the decline in  cash  flows
from  operating activities was the exclusion of cash flow provided
by operations from Romacorp for the second quarter of fiscal 1999.

Restaurant  development and normal recurring capital expenditures,
resulted  in  $10.5  million of total capital  expenditures  ($1.9
million  of  which were Tony Roma expenditures) for the twenty-six
weeks  ended September 29, 1998 compared to $15.9 million of total
capital  expenditures  ($7.6  million  of  which  were  Tony  Roma
expenditures) for the same period of the prior year.  The decrease
was largely due to the Romacorp transaction.

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

In addition to cash provided by operations, the Company has a $200
million  unsecured  line  of  credit through  March  3,  2000.  At
September  29,  1998  the  Company  had  $186  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.

On  July  27,  1998, the Company increased the  number  of  shares
authorized  by  the  Board for re-purchase by  1  million  shares.
During  the  quarter, the Company expended $1.1  million  for  the
purchase  of treasury stock. At the end of the quarter,  1,240,700
shares remain authorized for re-purchase.

During  the twenty-six weeks ended September 29, 1998, the Company
made all scheduled principal and interest payments.


Seasonality

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


Effects of Inflation

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

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

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

During  the quarter, cheese prices were 29% higher than the  costs
incurred   during  the  comparable  period  of  the  prior   year.
Management  expects  cheese  costs to exceed  last  year's  levels
during the third fiscal quarter by 25% to 30% based upon available
forecasts.  Based  on  these  forecasts,  management  believes   a
favorable  market  change is possible late  in  the  third  fiscal
quarter  or  early  in the fourth fiscal quarter.  This  increase,
combined  with  anticipated changes in sales mix,  could  increase
cost  of  sales  by as much as 1% of sales compared  to  the  same
fiscal quarter of last year.

Increases  in  interest rates would directly affect the  Company's
financial results. At September 29, 1998, approximately 91% of the
Company's  borrowings were under long-term fixed rate  agreements.
Under   the  Company's  revolving  credit  agreements  alternative
interest rate options are available which can be used to limit the
Company's  exposure  to fluctuating rates.  The  Company  actively
utilizes  these  options  as  well  as  other  hedging  strategies
including  interest  rate swap products to  reduce  interest  rate
exposure.


Year 2000 Compliance

The  Company  is  in the process of evaluating and  modifying  its
computer systems and applications for Year 2000 Compliance.  Phase
three  of  a four-phase compliance plan was completed as scheduled
in  August 1998, and phase four is expected to be completed by the
end  of  the  1998 calendar year. This allows the entire  calendar
year  of 1999 for the resolution of any issues that develop during
phase  four of the compliance plan. During 1999, contingency plans
will  also  be developed, if necessary, for any significant  risks
detected  in  phase four of the current plan. This plan  addresses
all  of  the Company's significant computer systems including  the
Point-of-Sale (POS) system, its proprietary "back-office"  system,
and its financial reporting system, which includes sub-modules for
various applications such as payroll and accounts payable.

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

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

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

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


Forward Looking Comments

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


PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings

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


Item 2.  Changes in Securities

None


Item 3.  Defaults upon Senior Securities

None


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

 (a) The Annual Meeting of Stockholders was held on July 14, 1998

     (b)   Proxies  were  solicited by  the  Company  pursuant  to
     Regulation  14  under the Securities Exchange  Act  of  1934.
     There  was  no solicitation in opposition of the nominees  as
     listed  in  the  proxy statement, and all such nominees  were
     elected pursuant to the vote of the stockholders.


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 September 29, 1998:

     July 16, 1998 Acquisition or Disposition of Assets pertaining
     to the recapitalization of Romacorp, Inc.
     July 30, 1998 Change in Accountants


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: October 28, 1998
 Vice President Finance       Troy D. Cook
 Chief Financial Officer
 Principal Financial
 Officer


DATE: October 28, 1998
 Vice President,
 Restaurant Services          Alan L. Salts
 Chief Accounting Officer