16
                                        

                                        
                                  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 24, 1997

[  ] 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 29,1997:

              Common Stock, $0.01 par value - 24,667,671

                                        
                                        
NPC INTERNATIONAL, INC.



INDEX


                                                      PAGE

PART I.   FINANCIAL INFORMATION

    Condensed Consolidated Balance Sheets --
        June 24, 1997 and March 25, 1997                3

    Consolidated Statements of Income --
        For the Thirteen Weeks Ended
        June 24, 1997 and June 25, 1996                 4

    Condensed Consolidated Statements of Cash Flows
        For the Thirteen Weeks Ended
        June 24, 1997 and June 25, 1996                 5

    Notes to Condensed Consolidated Financial Statements6

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


PART II.OTHER INFORMATION                              14


                         PART I - FINANCIAL INFORMATION
                             NPC International, Inc.
                      Condensed Consolidated Balance Sheets
              (Unaudited, dollars in thousands, except share date)
                                        
                                              Thirteen Weeks Ended
                                         June 24, 1997      March 25, 1997
ASSETS
Current assets:
 Cash and cash equivalents                 $    5,281    $            -
 Inventories of food and supplies               3,626             2,577
 Income tax receivable                              -             1,737
 Other current assets                           9,160             9,437
   Total current assets                        18,067            13,751

Facilities and equipment, net                 140,026           126,461
Franchise rights, net                         194,159            92,318
Goodwill                                       18,013            18,228
Other assets                                    8,427             9,149
TOTAL ASSETS                               $  378,692    $      259,907

LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
 Accounts payable                          $   19,338    $       11,624
 Accrued interest                               2,396             1,997
 Accrued payroll                                8,259             4,412
 Other current liabilities                     16,162            11,123
   Total current liabilities                   46,155            29,156

Long-term debt                                209,477           116,777
Other deferred items                           21,423            18,181

Stockholders' Equity:
 Common stock, $.01 par value
 100,000,000 shares authorized,
 27,592,510 issued                                276               276
Paid-in capital                                20,976            20,978
Retained earnings                             100,552            94,827
                                              121,804           116,081
Less treasury stock at cost, representing
 2,942,163 and 2,957,307 shares,
 respectively                                 (20,167)          (20,288)
   Total stockholders' equity                 101,637            95,793

TOTAL LIABILITIES AND EQUITY               $  378,692         $ 259,907

See notes to Condensed Consolidated Financial Statements




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

                                              Thirteen Weeks Ended
                                         June 24, 1997 June 25, 1996

Net Sales                                $  101,067     $   70,832
Net franchise revenue                         2,050          2,094
 Total revenue                              103,117         72,926

Cost of sales                                28,124         19,430
Direct labor                                 29,424         19,493
Other                                        26,278         17,738
 Total operating expenses                    83,826         56,661

Income from restaurant operations            19,291         16,265
General and administrative expenses           5,284          4,561
Depreciation and amortization                 2,366          1,303

Operating income                             11,641         10,401

Other expense:
 Interest expense                            (3,030)        (1,284)
 Other                                          197            (68)

Income before income taxes                    8,808          9,049

Provision for income taxes                    3,083          3,527

Net income                               $    5,725     $    5,522

Earning per share                        $      .23     $      .22

Weighted average shares outstanding      25,182,948     25,020,300

See notes to Condensed Consolidated Financial Statements
                                        
                             NPC International, Inc.
                 Condensed Consolidated Statements Of Cash Flows
                        (Unaudited, dollars in thousands)

                                             Thirteen Weeks Ended
                                         June 24, 1997           June 25, 1996

Cash Flows Provided By Operating Activities:

Net income                                  $ 5,725                 $ 5,522
Depreciation and amortization                 5,567                   3,883
Amortization of start-up costs                  674                     330
Change in assets and liabilities,
net of acquisitions                          17,959                   4,281
 Net cash flows provided by operating
 activities                                  29,925                  14,016

Cash Flows Used In Investing Activities:

Capital expenditures                         (8,560)                 (9,521)
Acquisition of business assets,
 net of cash                               (109,516)                     -
Proceeds from sale of capital assets            313                   7,600
Changes in other assets, net                    677                      31
 Net cash flows used in investing 
 activities                                (117,086)                 (1,890)

Cash Flows Provided By (Used In) Financing Activities:

Net change in revolving credit agreements    51,567                  (3,975)
Proceeds from issuance of long-term debt     49,756                       -
Payment of long-term debt                    (9,000)                 (9,232)
Exercise of stock options                       119                   1,004
 Net cash flows provided by (used in)
 financing activities                        92,442                 (12,203)


Net Change In Cash And Cash Equivalents       5,281                     (77)

Cash And Cash Equivalents At 
Beginning Of Period                              -                    1,584

Cash And Cash Equivalents At End Of Period  $ 5,281                 $ 1,507

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

The  financial statements include the accounts of NPC International,  Inc.  and
its  wholly  owned  subsidiaries (the Company).  All  significant  intercompany
balances and transactions are eliminated.

The   accompanying  unaudited  financial  statements  have  been  prepared   in
accordance with generally accepted accounting principles for interim  financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X  promulgated by the Securities and Exchange Commission.  Accordingly,  they
do  not  include  all  of the information and footnotes required  by  generally
accepted   accounting  principles  or  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 25, 1997.

In the opinion of management, the accompanying unaudited condensed consolidated
financial  statements  contain all normal recurring  adjustments  necessary  to
present  fairly the financial position of the Company as of June 24,  1997  and
March 25, 1997, the results of operations and cash flows for the thirteen weeks
ended June 24, 1997 and June 25, 1996.  Results for the interim periods are not
necessarily  indicative  of the results that may be  expected  for  the  entire
fiscal year.

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

Note 2 - Cash Flows

There  were  cash receipts from income tax refunds of $146,000 in the  thirteen
weeks  ended  June 24, 1997, and cash payments for income taxes of $749,000  in
the  thirteen  weeks  ended  June 25, 1996.  Cash paid  for  interest  for  the
thirteen  weeks  ended  June  24, 1997 and June 25,  1996  was  $2,761,000  and
$2,500,000, respectively.

Note 3 -  Acquisitions

On  October 31, 1996, the Company acquired 31 units in North Carolina from  R&W
Pizza  Huts of North Carolina for $27.5 million.  Annual sales volume  for  the
year prior to acquisition was approximately $24 million.

On  March 6, 1997, the Company closed on Phase I of a 122 unit acquisition from
Pizza Hut, Inc. (PHI).  Phase I consisted of 60 units with a purchase price  of
$27.3  million.  On March 27, 1997, the Company closed on Phase II of  the  PHI
acquisition  consisting of  62 units and the operations of four others  with  a
purchase  price of $28.1 million. For the year ended December 31, 1996,  annual
sales volume for the 122 PHI units was approximately $71 million.

On  April  15, 1997, the Company entered into a letter of intent  with  PHI  to
acquire  52 units in North Dakota, South Dakota, and Minnesota for $31 million.
This  transaction closed June 5, 1997, except for one unit in  Minnesota.   The
closing  of  the  remaining  unit was on July 10, 1997.   For  the  year  ended
December  31,  1996, annual sales volume for the 52 PHI units was approximately
$34 million.

On  April  23, 1997, the Company entered into a letter of intent with  Jamie  B.
Coulter  to  purchase 100 units in 11 states which generated  approximately  $60
million in sales during the year ended December 31, 1996 for $57 million.   This
transaction closed May 15, 1997, except for 18 North Carolina units,  which  are
being  managed  until acquired, subject to resolution of certain  contingencies.
The results of these managed units are reflected in the financial statements  as
if  owned.   On  July 16, 1997, the Company closed on 10 of the  North  Carolina
units.  The  remaining eight North Carolina units are expected  to  be  acquired
subject to certain contingencies.

The  following unaudited pro forma results for the thirteen weeks ended June 24,
1997,  and  June  25,  1996, were developed assuming the above  units  had  been
acquired at the beginning of those quarters.  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  respective
periods  nor  are they necessarily indicative of results that may occur  in  the
future.




        Pro Forma Results (unaudited)
        (Dollars in thousands except          June 24,      June 25,
        per share data)                           1997         1996

           Total revenues                     $117,738     $122,481
           Net income                            6,316        6,162
           Net income per share                    .25          .25



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 25, 1997.

Overview  - The Company is the largest Pizza Hut franchisee in the  world.   In
addition  to Pizza Hut, the Company is the owner/franchisor of Tony Roma's  the
casual theme restaurant "Famous for Ribs".  Romacorp, Inc. was acquired in June
1993.

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

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

All  of  the  Company's  concepts serve beer and/or other alcoholic  beverages.
These products are not a significant portion of the sales mix at Pizza Hut, and
they comprise approximately 12% of sales for Tony Roma's.

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

Period  of  Operation  - The Company operates on a 52 or 53  week  fiscal  year
ending  the  last  Tuesday in March.  Fiscal year ended March  31,  1998,  will
contain 53 weeks and the fourth quarter will contain 14 weeks.

Development

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

                              SYSTEM UNIT ACTIVITY
                               1998 FIRST QUARTER
                                        
                  Beginning Developed (3)  Acquired  Closed (3) Sold  Ending
Company Owned
Pizza Hut (1)
  Restaurant          358         3           179      (1)       --    539
  Delivery            115         --           42      (1)       --    156
     Total Pizza Hut  473         3           221      (2)       --    695
Tony Roma's (2)        40         1            --      --        --     41
  Total Company Owned 513         4           221      (2)       --    736

Franchised
  Tony Roma's         140         3            --      (1)       --    142

Total System          653         7           221      (3)       --    878

(1)   Includes  the  following units being operated  by  NPC  under  management
      agreements:  2 restaurants and 2 delivery units in Louisiana,
      2 restaurants in Illinois, 16 restaurants and 2 delivery units in North
      Carolina, and 8 restaurants in  Delaware.
(2)   Excludes 2 units operated as joint ventures by the Company.
(3)   Excludes one Tony Roma's and one Pizza Hut replacement unit.


During  the  quarter,  221 Pizza Hut units or operations were  acquired.   This
includes  113  units  purchased from PHI,  74 units purchased  from  franchisee
Jamie  B.  Coulter, and four units purchased from franchisee  Glen  Long.   The
operations  of four units were purchased from PHI and the operations  of  eight
units  were purchased from Jamie B. Coulter.  The Company also managed 18 units
in  North Carolina for Coulter and recorded the results as if owned.    Ten  of
the  18 North Carolina units were purchased subsequent to the period end.   The
remaining  eight are expected to be acquired subject to certain  contingencies.
(See  Note  3  of the Notes to Condensed Consolidated Financial Statements  for
additional information on the acquisitions.)

Additionally,  three Pizza Hut units were developed and one  replacement  store
opened during the quarter.

Tony  Roma's  opened  three  stores  during  the  quarter  which  included  one
replacement unit.  To date the Company has completed the construction  of  four
new  units  and under its ongoing strategy to maximize stockholder  value  will
continue  to evaluate its allocation of capital for the planned development  of
Tony  Roma's  after  consideration of the following:  (1) the Company's  capital
requirements  and  return expectations relative to its  Pizza  Hut  acquisition
strategy   (2)  overall  maintenance of the  Company's  leverage  and  capital
structure  and   (3)  availability of real estate in the Company's  development
territories at prices which justify such investment.

Two  Tony  Roma international franchise units opened and one domestic franchise
unit  opened  during  the  quarter.  The Company expects  franchisees  to  open
approximately 15 units  during the fiscal year.


Results  of Operations - Set forth below is a table of revenues, and  operating
expenses  as a percent of revenues for the thirteen weeks ended June  24,  1997
and  June  25,  1996  (dollars in thousands) at the beginning  of  the  section
discussing the results of operations 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 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 Weeks Ended
                                      June 24, 1997     June 25, 1996
     Revenue
     Restaurant Sales                 $     64,201        $   41,664
     Delivery Sales                         16,641            12,911
         Total Revenue                $     80,842        $   54,575

     Restaurant Operating Expenses
     as a Percentage of Revenue:

     Total Expenses (1)
     Cost of Sales                           26.6%            25.6%
     Direct Labor                            28.5%            26.8%
     Other                                   26.5%            25.5%
         Total Operating Expenses            81.6%            77.9%
     Restaurant Based Income                 18.4%            22.1%

     Restaurant Expenses (2)
     Cost of Sales                           26.7%            25.7%
     Direct Labor                            27.3%            25.5%
     Other                                   26.9%            25.7%
         Total Operating Expense             80.9%            76.9%
     Restaurant Based Income                 19.1%            23.1%

     Delivery Expenses (3)
     Cost of Sales                           26.3%            25.0%
     Direct Labor                            33.2%            30.7%
     Other                                   24.6%            24.6%
         Total Operating Expenses            84.1%            80.3%
     Restaurant Based Income                 15.9%            19.7%

          (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 24, 1997 with the Thirteen Weeks Ended June 25, 1996

Net  revenue from Pizza Hut operations was $80.8 million for the quarter, which
was  $26.3 million or 48.1% above the same period last year due to acquisitions
during  the  past  year.   (See Note 3 of the Notes to  Condensed  Consolidated
Financial  Statements  for additional information on  the  acquisitions.)   The
increase  in revenue from acquired stores was partially offset by a  comparable
sales  decline of 9.7% which is primarily due to the decline in  the  sales  of
TripleDecker.   For  the  quarter  ended  June  25,  1996,  TripleDecker  sales
represented  7.7%  of sales but represented only .2% of sales  in  the  current
quarter.   On May 1, Pizza Hut introduced it's "Totally New Pizzas".  Effective
with  the  introduction  all  pizzas made by Pizza  Hut  feature  larger,  more
abundant toppings including fresh vegetables

Cost  of  sales  as a percent of revenue increased from 25.6% during  the  same
quarter last year, to 26.6% for this year.  The increase is attributable to the
addition of newly acquired restaurants which have not yet adopted the Company's
food cost management systems and historically experienced higher food cost  and
higher  food costs associated with the new pizza. Cheese costs for the  quarter
remained  favorable, an average of 8.3% lower than the same quarter last  year.
(See  Effects  of  Inflation  and Other Matters for additional  information  on
cheese costs.)

Direct  labor for the quarter was 170 basis points higher than the same  period
last  year.   This  variance  results from higher labor  costs  than  typically
experienced  by  the Company in the acquired stores, training costs  associated
with  the  assimilation of 221 acquired units during the quarter, de-leveraging
of  labor due to lower unit volumes, training associated with the new pizza and
the  increase  in  minimum  wage effective October,  1996.    (See  Effects  of
Inflation  and  Other  Matters  for  additional  information  on  minimum  wage
increases.)

Other  operating expense for the quarter was 100 basis points  over  the  prior
year.   This  is  largely due to the July, 1996, increase in the franchise  fee
paid  to the Company's franchisor from an effective rate of 2.25% to 4%.   This
increase was partially offset by a decrease in net customer delivery expenses.


                         TONY ROMA'S OPERATIONS
                          (Unaudited)

                                                   Thirteen Weeks Ended
                                             June 24, 1997    June 25, 1996

     Revenue
     Restaurant Sales                        $    20,225       $   16,257
     Franchise Revenue                             2,050            2,094
     Total Revenue                           $    22,275       $   18,351

     Restaurant Operating Expenses
     as a Percentage of Sales
     Cost of Sales                                 32.6%            33.7%
     Direct Labor                                  31.5%            30.1%
     Other                                         24.2%            23.7%
     Total Operating Expenses                      88.3%            87.5%
     Restaurant Based Income                       11.7%            12.5%
     Income from System Operations (1)             19.9%            22.5%

          (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 24, 1997 with the Thirteen Weeks Ended June 25, 1996

Restaurant sales  for  the quarter  increased 24.4% or $4 million over the same
period of last year.   The increase  is  attributable to restaurant development
and  a  comparable  sales increase  of 2.5% for stores open for more than 18
months.  Also impacting  the change in sales was a price increase of
approximately 2% in October, 1996.  The Company estimates it realized 
approximately 50% of this increase due to changes in sales mix.

Net  franchise revenue for the quarter was down $44,000 or 2.1% compared to the
same  quarter  last  year.   This  is  largely  due  to  the  sale  of  certain
international territory rights during the same quarter last year.

Cost  of sales as a percent of revenue declined 110 basis points from the  same
quarter  last  year.  This improvement is despite an increase of  approximately
15%  in  rib  costs over the prior year.  (See Effects of Inflation  and  Other
Matters for additional information on rib costs.)  This improvement in cost  of
sales  as  a  percent of revenue is due to the menu price increase in  October,
1996, a planned migration to higher margin products and reduced waste.

Direct labor as a percentage of revenue for the quarter increased from 30.1% in
the  prior year to 31.5% in the current period.  The increase is attributed  to
inefficiencies related to the five stores opened in the last six months and the
three  scheduled  to  open  in the next three months.  Strategically,  staffing
levels at restaurant openings are higher than at units with a mature operation.
Additionally,  during this time, focus is placed on maintaining the  number  of
tables  in  service  at lower than normal levels.  This is  done  to  ensure  a
quality  experience and promote long-term, repeat business.   This  results  in
additional  labor  cost  during  the first six  months  of  operation  although
significant improvement is expected within the first sixteen weeks.

Other  operating expense increased 50 basis points.   During the fourth quarter
of  fiscal  1996  the Company recorded an impairment charge  related  to  eight
restaurants to be closed.  In the first quarter of fiscal 1997 seven  of  these
restaurants  remained in operation, however, in accordance with the  provisions
of  SFAS  121  no  depreciation was recorded for these units  benefiting  other
operating expenses.  During the first quarter of fiscal 1998 only one of  these
restaurants  remained in operation through May 18, 1997,  when  the  store  was
relocated.   Consequently, other operating expense as a  percent  of  sales  is
higher  in  the current quarter than it was in the same quarter  of  the  prior
year.


Consolidated Results

Comparison of Consolidated Operating Results for the Thirteen Weeks Ended
June 24, 1997 with the Thirteen Weeks Ended June 25, 1996

Total consolidated revenue was $103.1 million, up 41.4%, or $30.2 million  over
the  $72.9 million recorded during the same quarter last year.  This growth  is
due  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  Condensed  Consolidated Financial Statements for additional information  on
the acquisitions.)

Consolidated income from restaurant operations was $19.3 million  or  18.7%  of
revenue  for  the quarter compared to $16.3 million or 22.3% last year  for  an
increase  of  $3  million  or 18.6%.  Income from restaurant  operations  as  a
percent  of  revenue  decreased from the prior year  due  to  the  decrease  in
operating margin attributable to the factors previously outlined in the concept
specific discussion of operating results.

While  consolidated revenue increased 41.4%, increased leverage on general  and
administrative  costs was apparent as these costs increased $723,000  or  15.9%
compared  to  the same quarter last year.  As a percent of sales,  these  costs
declined  120  basis  points compared to the same  quarter  last  year  due  to
increased  leverage on these costs from the acquired stores.  Depreciation  and
amortization  increased 50 basis points as a percent of sales due to  increased
franchise rights amortization associated with acquisitions completed since  the
same quarter last year.

Increased  borrowings  associated  with the acquisitions  resulted  in  a  $1.7
million  increase for the quarter in interest charges compared to  same  period
last  year.   Net income for the quarter was $5,725,000 compared to  $5,522,000
for  the  same period last year.  The effective income tax rate for the quarter
was  35%  compared to 39% for the same period last year.  The decrease  in  the
income  tax rate is due to the realization of tax benefits associated with  the
implementation of a corporate reorganization and the realization of various tax
credits.


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  $29.9 million for the quarter an increase of 114% over the $14 million for
the  same  period of the prior year.  This improvement is due  to  the  initial
leverage obtained from 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.  At June 24, 1997,  the Company
had  $78  million  available  borrowing capacity  under  this  agreement.   The
acquisitions  completed  during the quarter 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.

At  June 24, 1997, the Company had not closed on 23 Pizza Hut units under asset
purchase agreements.  The purchase of 11 of these units occurred subsequent  to
June 24, 1997, for $6.9 million.  The purchase of the remaining twelve units is
expected to close during the next quarter for $5.3 million.

During  the  quarter  ended  June  24, 1997, 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 and technology  investments  in  the  acquired
stores,  resulted in $8.6 million of total capital expenditures for the quarter
ended June 24, 1997 compared to $9.5 million of total capital expenditures  for
the  same period a year ago.  Investing activities for the current quarter also
included $110 million paid for acquisitions previously discussed.

The  Company anticipates cash flow from operations and additional borrowing will
be  sufficient to fund continuing expansion and improvements and to service debt
obligations.  The Company's ability to make additional acquisitions  is  subject
to  certain  financial covenants or, if necessary and warranted,  the  Company's
ability to obtain additional equity capital.


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 are 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 are located.
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.

Federal wage laws will increase the minimum wage to $5.15 per hour in September
1997.    Notwithstanding  potential  menu  price  increases   and   operational
strategies,  this increase is expected to raise labor costs  one  half  of  one
percentage point for both concepts.

Cheese represents approximately 40% of the cost of a pizza.  The price of  this
commodity  changes  throughout the year due to changes  in  demand  and  supply
resulting  from  school lunch programs, weather and other factors.   Baby  back
ribs  represent approximately 28% of the menu mix at Tony Roma's.  Because ribs
are  a by-product of pork processing, their price is influenced largely by  the
demand  for  boneless  pork.   Significant  changes  in  the  prices  of  these
commodities  would have an impact on the Company's food cost as  a  percent  of
revenue.

Cheese  costs are expected by the Company to be at or below last year's  levels
for  the  second quarter and, provided favorable weather and supply and  demand
conditions continue, cost should remain below last year's unusually high levels
into the third quarter.

The  prices of baby-back ribs are expected to be impacted by two factors  which
could have opposite effects on such prices.  First, downward pressure on prices
is  anticipated  in the fall due to expected increased demand  from  Japan  for
boneless pork in the United States.  Taiwan, Japan's primary supply of boneless
pork,  was  recently adversely impacted by "Hoof and Mouth"  disease  which  is
expected to cause Japan to look to the United States to meet demand.  Increased
boneless pork production in the United States would increase the supply of baby-
back  ribs.   Second, a significant increase in domestic demand  for  baby-back
ribs has caused upward pressure on prices.  Currently, baby-back rib prices are
25%  to  40% above last year's levels.  The Company expects that the net effect
of  the  two  factors discussed above will be that baby-back  rib  prices  will
exceed last year's levels.  However, due to market volatility, the magnitude of
this  increase cannot be fully quantified until the Company makes its fall  rib
purchase.

Increases  in  interest  rates would directly affect  the  Company's  financial
results.   At  the  end  of the quarter $92 million or  44%  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
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.



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 25, 1997.

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 15, 1997.

(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 stockholders.

Item 5.  Other Information

None

Item 6. Exhibits and Reports on Form 8-K

 (a) Exhibits.  

     The following Exhibits are filed as part of this Report:

      Exhibit 11 - Statement Regarding Computation of Per Share Earnings 

      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 24, 1997:

  April  14, 1997     Closing on 122 unit acquisition from Pizza Hut,  Inc.  and
                      Subsidiaries
  April 17, 1997      Announcement of the Company's acquisition of 52 Pizza  Hut
                      units from Pizza Hut, Inc.
  May 12, 1997        Announcement of the Company's acquisition of 100 Pizza Hut
                      units from Jamie B. Coulter
  May 29, 1997        Closing on 100 unit acquisition from Jamie B. Coulter
  June  09,  1997     Amendment to Form 8K dated March 27, 1997 and April  14,
                      1997  pertaining to 122 unit acquisition from Pizza Hut,
                      Inc. and Subsidiaries to include audited and pro forma
                      financial information
  June  20, 1997      Closing on 52 unit acquisition from Pizza Hut,  Inc.  and
                      Subsidiaries



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 6, 1997
 Vice President Finance       Troy D. Cook
 Chief Financial Officer
 Principal Financial Officer


DATE: August 6, 1997
 Corporate Controller         Alan L. Salts
 Chief Accounting Officer
 Principal Accounting Officer


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

                                                       Thirteen Weeks Ended
                                                  June 24, 1997   June 25,1996
PRIMARY
Shares outstanding at beginning of period          24,604,269       24,522,432

Weighted average of shares
issued during period                                    8,082           98,230

Assuming exercise of options and warrants
reduced by the number of shares which could
have been purchased with the proceeds from exercise   570,597          399,638

Shares outstanding for computation
of per share earnings                              25,182,948       25,020,300

Net income                                        $ 5,725,000      $ 5,522,000

Earnings per share                                $       .23      $       .22

FULLY DILUTED
Shares outstanding at beginning of period          24,604,269       24,522,432

Weighted average of shares issued
during period                                           8,082           99,230

Assuming exercise of options and warrants
reduced by the number of shares which could
have been purchased with the proceeds from exercise   618,006          399,638

Shares outstanding for computation
of per share earnings                              25,230,357       25,021,300

Net income                                        $ 5,725,000      $ 5,522,000

Earnings per share                                $       .23      $       .22