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                                                                Exhibit 10.20(f)

                            KENDLE INTERNATIONAL INC.

                        1997 DIRECTORS' COMPENSATION PLAN

         This Directors' Compensation Plan has been adopted by the Board of
Directors of Kendle International Inc. in order to align further the interests
of the Company's non-employee Directors with the interests of shareholders by
providing that their compensation be paid through the issuance of Common Shares
of the Company.

1.       COMPENSATION OF NON-EMPLOYEE DIRECTORS.

         All Directors who are not employees of the Company shall be paid the
following fees as provided in Section 2 below:

         a.       a retainer of $1,000 for each meeting of the Board of
                  Directors attended;

         b.       a retainer of $500 for each committee meeting attended; and

         c.       such fees shall be reduced to 50% of the amount stated above
                  if the meetings are by telephone.

2.       PAYMENT TERMS.

         The meeting fees set forth in Section 1 above shall be paid by the
Company quarterly, in arrears, as soon as practicable following the end of each
quarter in the form of Company Common Shares.

         The number of Common Shares to be issued shall be determined by
dividing the dollar amount of the fee by the average of the per share Fair
Market Value of the Common Shares, as defined in Section 3, for the ten trading
days prior to the end of each quarter. The resulting number shall then be
rounded up to the nearest share.

3.       FAIR MARKET VALUE OF COMPANY COMMON SHARES.

         "Fair Market Value" means the last sale price reported on any stock
exchange or over-the-counter trading system on which the Common Shares are
trading on the last trading day prior to a specified date or, if no last sales
price is reported, the average of the closing bid and asked prices for a Common
Share on a specified date. If no sale has been made on any date, prices on the
last preceding day on which any such sale shall have been made will be used in
determining Fair Market Value under either method prescribed in the previous
sentence.

4.       RESTRICTIVE LEGEND; HOLDING PERIOD FOR COMMON SHARES

         In order to comply with Federal securities laws, all certificates for
Common Shares issued 


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pursuant to this Plan shall bear the following restrictive legend which will
prevent the recipient from disposing of such shares for six months from the date
of issuance:

         THE COMMON SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED,
         SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE ASSIGNED UNTIL
         THE EXPIRATION OF THE SIX MONTH PERIOD BEGINNING ON THE DATE OF
         ORIGINAL ISSUANCE BY KENDLE INTERNATIONAL INC. AS PROVIDED BY THE
         COMPANY'S 1997 DIRECTORS' COMPENSATION PLAN, A COPY OF WHICH WILL BE
         MAILED TO THE HOLDER WITHOUT CHARGE WITHIN FIVE DAYS AFTER RECEIPT OF
         WRITTEN REQUEST THEREFOR.

         When the legend requirement imposed by this Section 4 shall terminate,
the holder of Common Shares for which such legend requirements have terminated
may request that the Company issue replacement certificates representing such
shares without such legend.

5.       NO RIGHT TO CONTINUANCE AS A DIRECTOR.

         Neither the action of the Company in establishing this Plan, nor the
issuance of Common Shares shall be deemed to create any obligation on the part
of the Board of Directors to nominate any non-employee Director for reelection
by the Company's shareholders or to be evidence of any agreement or
understanding, express or implied, that the non-employee Director has a right to
continue as a Director for any period of time or at any particular rate of
compensation.

6.       SHARES SUBJECT TO THE PLAN.

         Common Shares are authorized for issuance under this Plan in accordance
with the provisions hereof. The Company shall at all times during the term of
the Plan retain as authorized and unissued Common Shares at least the number of
shares from time to time required under the provisions of the Plan, or otherwise
assure itself of its ability to perform its obligations hereunder.


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7.       AMENDMENT.

         The amount, pricing and timing of Common Share issuances pursuant to
this Plan shall not be amended more than once every six months, other than to
comport with changes in the Internal Revenue Code of 1986, as amended, the
Employee Retirement Income Security Act of 1984, as amended, or the rules
thereunder.

8.       EFFECTIVE DATE AND EXPIRATION OF PLAN.

         The Plan is effective as of August 15, 1997, subject to approval by a
majority of the votes cast at the next Annual Meeting of Shareholders of the
Company, by the holders of Common Shares entitled to vote thereon. Unless
earlier terminated by the Board pursuant to Section 10, this Plan shall
terminate on the tenth anniversary of the Effective Date. No Common Shares shall
be issued pursuant to this Plan after its termination.

9.       PAYMENT IN EVENT OF DEATH.

         Upon the death of a non-employee Director, any portion of the
compensation pursuant to this Plan then unpaid shall be paid to the
beneficiaries named in the most recent beneficiary designation filed with the
Secretary of the Company. In the absence of such a designation, such
compensation shall be paid to, or as directed by, the decedent's personal
representative, in one or more installments as the non-employee Director may
have elected in writing.

10.      AMENDMENT, SUSPENSION AND TERMINATION OF PLAN.

         The Board of Directors may suspend or terminate this Plan or any
portion of it at any time, and, subject to Section 7, may amend it from time to
time in such respects as the Board of Directors may deem advisable so that any
awards hereunder shall conform to any change in applicable laws or regulations
or in any other respect the Board of Directors may deem to be in the best
interests of the Company; provided, however, that no such amendment shall,
without shareholder approval, increase the number of Common Shares which may be
issued under the Plan, materially increase the benefits accruing to Directors
under the Plan, materially modify the requirements as to eligibility for
participating in the Plan, or extend the termination date of the Plan.





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