NPC INTERNATIONAL INC
10-C, 1995-08-09
EATING PLACES
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               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                           FORM 10-C

        Report by Issuer of Securities Quoted on NASDAQ
                  Interdealer Quotation System
          Filed Pursuant to Section 13 or 15(d) of The
              Securities Exchange Act of 1934 and
                Rule 13a-17 or 15d-17 thereunder

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

          720 W. 20th Street, Pittsburg, Kansas 66762
            (Address of principal executive offices)

Issuer's telephone number, including area code  (316) 231-3390


                 I. CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of five percent or more  in  the
number of shares outstanding:

     1. Title of security: Class A Common Stock, par value $.01 per share
          ("Class A Common Stock").
     2. Number of shares outstanding before the change: 12,356,755 shares.
     3. Number of shares outstanding after the change: None.
     4. Effective date of change: August 9, 1995.
     5. Method of change: Exchange pursuant to a recapitalization.

     Give brief description of transaction:
        Pursuant  to an amendment in the issuer's Restated  Articles  of
Incorporation, each share of Class A Common Stock has been reclassified and
converted into one fully paid and nonassessable share of Common Stock,  par
value  $.01  per share (the "Common Stock").  This Form 10-C is filed  with
respect to Class A Common Stock only.  A separate Form 10-C is being  filed
concurrently with respect to the Common Stock.


                       II.  CHANGE IN NAME OF ISSUER

     1. Name prior to change: NA
     2. Name after change: NA
     3. Effective date of charter amendment changing name: NA
     4. Date of shareholder approval of change, if required: NA


                              Name:   James K. Schwartz
                              Title:  President and Chief Operating Officer
Dated: August 9, 1995
11079136


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