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: Common Stock, par value $.01 per share ("Common
          Stock").
     2. Number of shares outstanding before the change: None.
     3. Number of shares outstanding after the change: 24,507,324 shares.
     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, par value $.01 per share
("Class A Common Stock"), and each share of Class B Common Stock, par value
$.01  per  share  ("Class  B  Common Stock"), have  been  reclassified  and
converted  into  one fully paid and nonassessable share  of  Common  Stock.
This  Form 10-C is filed with respect to Common Stock only.  Separate  Form
10-C's  are  being filed concurrently with respect to the  Class  A  Common
Stock and the Class B Common Stock.


                       II.  CHANGE IN NAME OF ISSUER

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

                              Name:   James K. Schwartz
                              Title:  President and Chief Operating Officer
Date: August 9, 1995
11084767


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