NPC INTERNATIONAL INC
10-Q, 1996-08-09
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                          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 25, 1996

[  ] 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, 1996:

     Common Stock, $0.01 par value - 24,677,218 
                               

NPC INTERNATIONAL, INC.

INDEX


PAGE PART I.   FINANCIAL INFORMATION
     Consolidated Balance Sheets --
        March 26, 1996 and June 25, 1996                3
    Consolidated Statements of Income --
        For the Thirteen Weeks Ended
        June 25, 1996 and June 27, 1995                 4

    Consolidated Statements of Cash Flows --
        For the Thirteen Weeks Ended
        June 25, 1996 and June 27, 1995                 5
    Notes to Consolidated Financial Statements          6
    Management's Discussion and Analysis of
        Financial Condition and Results of Operations   7


PART II. OTHER INFORMATION                             13

                 PART I - FINANCIAL INFORMATION
<TABLE>
                     NPC International, Inc. Consolidated Balance Sheets
                    (Unaudited, dollars in thousands, except share date)

                                       Thirteen Weeks Ended
                                   June 25, 1996    March 26, 1996
<S>                                   <C>            <C>
ASSETS
Current Assets:
  Cash and cash equivalents            $  1,507       $1,584
  Accounts receivable, net                  970       10,104
  Notes receivable, net                     885          831
  Inventories of food and                 3,640        3,730
  supplies
  Income tax receivable                     124          285
  Deferred income tax asset               9,113       12,186

  Prepaid expenses and other              1,916        2,367
  current assets
    Total current assets                $18,155      $31,087
Facilities and equipment, net            99,202       93,541
Assets held for sale                      5,856        5,904

Franchise rights, net                    43,097       43,512
Goodwill                                 18,877       19,092
Other assets                              4,522        4,693
TOTAL ASSETS                           $189,709     $197,829

LIABILITIES AND STOCKHOLDER'S
EQUITY
Current liabilities:
  Accounts payable                     $ 10,038      $10,410
  Payroll taxes                           1,263        1,647
  Accrued interest                          863        2,159
  Accrued payroll                         5,223        4,385
  Current portion of closure              3,424        3,500
   reserve
  Insurance reserves                      4,580        4,151
  Other accrued liabilities               7,019        6,617
  Current portion of long-term              503          535
  debt
    Total current liabilities            32,913       33,404

Long-term debt                           59,618       72,793
Deferred income tax liability             3,373        3,981
Closure reserve                           3,281        4,000
Other deferred items                        212          168
Health and workers compensation           6,466        6,163
reserves

Stockholders' Equity:
  Common stock, $.01 par value
  100,000,000 shares authorized,           276           276
  27,592,510 issued
Paid-in capital                         20,870        21,829
Retained earnings                       82,538        77,016
                                       103,684        99,121
Less treasury stock at cost,
representing
  2,922,787 and 3,070,078              (19,838)      (21,801)
shares, respectively
  Total stockholders' equity            83,846        77,320

TOTAL LIABILITIES AND EQUITY          $189,709      $197,829
See notes to Consolidated Financial Statements
</TABLE>

<TABLE>
                     NPC International, Inc.
                Consolidated Statement Of Income
         (Unaudited, dollars in thousands, except share data)
       
                                 Thirteen Weeks Ended
                             June 25, 1996  June 27, 1995

<S>                         <C>            <C>
Net Sales                      $70,847        $82,105
Net franchise revenue            1,570          1,362
  Total revenue                 72,417         83,467

Cost of sales                   19,450         24,471
Direct labor                    19,493         22,950
Other                           18,042         21,389
  Total operating               56,985         68,810
  expenses

Income from restaurant          15,432         14,657
operations

General &                        5,060          6,048
administrative expenses

Operating income                10,372          8,609

Other income (expense)
  Interest expense             (1,260)        (1,704)
  Other                           (63)           (83)

Income before income             9,049          6,822
taxes

Provision for income             3,527          2,697
taxes

Net income                     $ 5,522        $ 4,125

Earning per share                $ .22          $ .17
Weighted average shares-    25,020,300     24,526,850
outstanding
See notes to Consolidated Financial Statements
</TABLE>

<TABLE>
                     NPC International, Inc.
              Consolidated Statement Of Cash Flows
                (Unaudited, dollars in thousands)

                                       Thirteen Weeks Ended
                                   June 25, 1996   June 27, 1995

Cash Flows Provided By Operating
Activities:
<S>                                     <C>          <C>
Net income                              $5,522       $4,125
Non-cash items included in net
income
  Depreciation and amortization          3,875        4,881
  Deferred income taxes and other        2,465        (458)

Change in assets and liabilities,
net of acquisitions:
  Accounts receivable, net               1,534          64
  Notes receivable, net                   (54)          41
  Inventories of food and                   90         164
supplies
  Income tax receivable                    161          --
  Prepaid expenses and other               451         699
current assets
  Accounts payable                       (372)     (1,145)
  Payroll taxes                          (384)          60
  Accrued interest                     (1,296)       (375)
  Accrued payroll                          838       1,818
  Health and workers compensation          732       (146)
insurance reserves
  Other accrued liabilities                446       2,892
     Net cash flows provided by         14,008      12,620
operating activities

Cash Flows Used By Investing
Activities:

Capital expenditures                   (9,513)     (3,538)
Acquisition of business assets,             --    (13,400)
net of cash
Changes in other assets, net                31       (313)
Proceeds from sale of capital            7,600       1,192
assets
  Net cash flows used by               (1,882)    (16,059)
investing activities

Cash Flows Used By Financing
Activities:

Net change in revolving credit         (3,975)     (7,000)
agreements
Proceeds from issuance of long-             --      10,000
term  debt
Payment of long-term debt              (9,232)     (5,309)
Exercise of stock options                1,004           3
Net cash flows used by                (12,203)     (2,306)
 financing activities


Net Change In Cash And Cash               (77)     (5,745)
Equivalents

Cash And Cash Equivalents At             1,584       9,971
Beginning Of Period
Cash And Cash Equivalents At End        $1,507      $4,226
Of Period
See notes to Consolidated Financial Statements
</TABLE>


                      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 26, 1996.

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 25, 1996 and March 26,  1996, the  results of
operations and cash flows for the thirteen weeks ended  June 25, 1996 and
June 27, 1995.  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  payments for income  taxes  of  $749,000  and $292,000
in the thirteen weeks ended June 25, 1996 and June  27, 1995
respectively. Cash paid for interest  for  the  thirteen weeks  ended
June 25, 1996 and June 27, 1995 was $2,500,000  and $2,100,000,
respectively.

Note 3 - Recapitalization

On  August 8, 1995, the stockholders of NPC International,  Inc. approved
and adopted two amendments to the Company's Amended and Restated Articles
of Incorporation to allow for the payment of a dividend  to  the  holders
of the Class A common  stock  and  to subsequently  reclassify and
convert the outstanding  shares  of Class  A  common stock and Class B
common stock into  a  single class   of  new  common  stock.   To
compensate  the Class   A stockholders  for the relinquishment of their
voting  rights,  a special  dividend  of  $0.421875 per  Class  A  share
was  also approved for stockholders of record as of August 8,  1995,  and
was  paid  August 30, 1995.  For additional information,  please refer
to  the  Company's proxy statement for  the  1995  Annual Meeting.


NPC International, Inc.
Management's Discussion and Analysis
of Financial Condition and Results of Operations

The discussions set forth in this Form 10-Q may contain forwardlooking
comments.   Actual results of the company's  operations could  materially
differ from those indicated  in  the  forwardlooking comments.  The
difference could be caused by a number of factors,  including,  but not
limited to,  changes  in  consumer demand,  market  acceptance  of new
products,  changes  in  the general economy (including changes in
interest
rates), increased competition   from   existing  restaurants   and/or
from the
development of new concepts, fluctuations in the prices  of  the
commodities and other food products used by the Company,  labor shortages,
fluctuations in  labor  costs  and  other   factors detailed  in the
Company's public filings.  Readers are strongly encouraged to consider
these factors when evaluating any forwardlooking comments concerning the
Company.

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 10Q    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 26, 1996.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION  AND RESULTS OF
OPERATIONS

Overview  -  The Company is the largest Pizza Hut franchisee  in the
world. In  addition  to Pizza Hut,  the  company  is  the owner/franchisor
of the Tony Roma's concept.  Romacorp, Inc. the owner of Tony Roma's 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.

Each 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 11%  of the sale 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.

Development

Activity  with  respect to unit count during the quarter  is  set forth in
the table below:
<TABLE>
                          SYSTEM UNIT ACTIVITY
                 Beginning  Developed  Acquired  Closed  Sold    Ending
                                 
Company Owned
Pizza Hut
<S>                <C>       <C>      <C>        <C>     <C>     <C>    
  Restaurant        280       2        --         --      --       282
  Delivery           92       --       --         --      --        92
          Total     372       2        --         --      --       374   
Tony Roma's(1)       33       1        --         3       --        31  
   Total Company    
   Owned            405       3        --         --      --       405
Franchised
   Tony Roma's (1)  142       5        --         8       --       139

Total System        547       8        --         11      --       544
(1)does not include two units operated as joint ventures by the Company
</TABLE>

During  the  period,  Tony Roma's opened  one  store  in  Miami,
Florida. Two additional stores have been opened subsequent  to
the  period  end.  The restaurant closure strategy,  implemented during
the fourth quarter of fiscal 1996 continued,  and  three Company  owned
units were closed during the period, leaving  two more  units  to  be
closed  next  quarter.   This  strategy  is producing  anticipated
results
as the new units  are  generating higher volume and better economic
performance measures than  the stores that have been closed.

Additionally, five new units have opened during this quarter  in the
international Tony Roma's system while eight  have  closed. This change
has improved the quality of the franchise system  as historically  poor
performing franchisees are  eliminated  from operation.

Pizza Hut made progress toward their development goal of fifteen units
for the year, by adding two new restaurants  during  the period.


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  25,  1996  and June  27,  1995  (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  rent,  depreciation,  advertising,
utilities,  supplies  and insurance among other  costs  directly
associated with operating a restaurant facility.
<TABLE>

                         PIZZA HUT OPERATIONS
                            (Unaudited)
                         Thirteen Weeks Ended
                      June 25,1996  June 27, 1995
Revenue
  <S>                     <C>       <C>
  Restaurant Sales        $41,664   $45,323
  Delivery Sales           12,926    13,950
  Franchise Revenue            --         3
  Total Revenue           $54,590   $59,276

Restaurant Operating
Expenses
as a Percentage of
Revenue:

Total Expenses
  Cost of Sales             25.5%     26.5%
  Direct Labor              26.8%     26.8%
  Other                     25.4%     25.0%
    Total Operating        
    Expenses                77.7%     78.3% 
Restaurant Income           22.3%     21.7%

Restaurant Expenses
  Cost of Sales             25.7%     26.7%
  Direct Labor              25.5%     25.5%
  Other                     25.7%     25.3%
    Total Operating       
    Expenses                76.9%     77.5%  
Restaurant Income           23.1%     22.5%

Delivery Expenses
  Cost of Sales             25.0%     25.8%
  Direct Labor              30.7%     30.8%
  Other                     24.5%     24.4%
  Total Operating          
  Expenses                  80.2%     81.0%   
Restaurant Income           19.8%     19.0%
</TABLE>

Comparison of Pizza Hut Operating Results for the Thirteen  Weeks Ended
June 25, 1996 with the Thirteen Weeks Ended June 27, 1995

Net  revenue  from Pizza Hut operations for the  thirteen  weeks ended
June 25, 1996, waswas $54.6 million, down $4.7 million  or 7.9%  from  the
same period last year.  Stuffed  Crust  pizza, introduced  in April 1995,
totaled $6.6 million or approximately 12.5% of the sales mix for the
quarter just ended  This decrease is  due  to a comparable sales decrease
of 9.7% for the quarter, which   was  caused  by  the  success  of
stuffed  crust  pizza introduced  during the same quarter last year.  For
the  quarter ended  June 27, 1995, stuffed crust sales produced a
comparable sales increase of 10.7%. The decrease in Stuffed Crust sales is
typical  of  sales  fluctuations associated  with  new  product
introductions and is not indicative of declining demand for  the Company's
standard product line of quality pizza products.

When  Stuffed  Crust  pizza was introduced  last  year,  it  was offered
at a       discounted promotional price point, and contained a higher
than average
amount of cheese.  Therefore, as  sales  of this  product decreased, cost
of sales as a percent  of  revenue for   the   thirteen  weeks  ended
June 25,   1996   decreased significantly  to 25.5% of revenues from 26.5%
of revenues  for the  same  period last year, despite an 18% increase
over last year's price levels in the cost of cheese.


Direct labor remained flat at 26.8% of revenue despite decreased
sales.  This result was achieved with lower sales volume because of  the
introduction of the more labor intensive stuffed  crust product in the
same quarter last year.

Overall operating expenses increased as a percentage of sales to 25.4% of
revenues for the quarter ended June 25, 1996 from 25.0% of  revenues  for
the  quarter ended  June  27,  1995,  due  to decreased sales volume in
relation to expenses that are  largely of a fixed nature.  As reported in
previous filings, the royalty paid  by the Company's Pizza Hut division
will increase from  an effective rate of 2.25% to 4% in July, 1996.

<TABLE>
                        TONY ROMA'S OPERATION
                              (Unaudited)
                           Thirteen Weeks Ended
                    June 25, 1996  June 27, 1995
                             
<S>                       <C>       <C>
Revenue
  Restaurant Sales        $16,257   $11,394
  Franchise Revenue         1,570     1,310
    Total Revenue         $17,827   $12,704
Restaurant Operating
Expenses as a Percentage
of Revenue
  Cost of Sales             30.9%     31.6%
  Direct Labor              27.4%     27.7%
  Other                     23.3%     24.8%
    Total Operating         81.6%     84.1%
    Expenses
Restaurant Income           18.4%     15.9%
</TABLE>

Comparison  of  Tony Roma's Operating Results for  the  Thirteen Weeks
Ended June 25, 1996 with the Thirteen Weeks Ended June 27, 1995

Sales  for the quarter increased $4.9 million or 42.7% over  the same
period  of  last year due to restaurant  construction  and acquisition,
combined  with a         3.5% comparable  sales  increase.
Ten new units have been opened since the first quarter of fiscal 1995.
The closure of four units, three during the quarter,  and one  at year
end, caused a $700,000 decrease in quarterly  sales volume  from  the
prior year which was offset by new  restaurant development.

Net  franchise revenue was up $260,000 or 19.9% for the thirteen weeks,
largely  due  to  the  sale of  international  franchise territory
rights,  and  increased  quality  of  the  franchise system.,  as  a
result of the continued focus on the development of company owed units

Cost  of  sales as a percent of revenue decreased to 30.9%  from 31.6%
due to the price increase in November 1995.  This increase occurred  in
spite of a 5% overall price  increase  which  was offset  by  higher
food cost and usage inefficiencies.   Direct labor  was          27.4% of
total revenue during the quarter which  was
slightly  lower than the 27.7% recorded during the same  quarter of  the
prior year.  This decrease is due to the replacement  of lower   volume
units  with  more  productive,  higher   volume restaurants and the
November 1995 price increase.

Operating  expenses as a percent of revenue continue to  improve to
23.3% of revenue for the most recent quarter compared  with 24.8%
recorded during the same quarter of the prior year.   Many of  the costs
in this category are of a fixed nature and do  not change  to  the  same
degree as sales volume and other  variable costs.


Consolidated Results

Comparison  of Consolidated Operating Results for  the  Thirteen Weeks
Ended June 25, 1996 with the Thirteen Weeks Ended June 27, 1995

As  reported in the Company's Annual Report on Form 10-K for the year
ended  March 26, 1996, Skipper's, Inc., a formally  wholly owned
subsidiary, was sold effective March 25, 1996.  During the first  quarter
of  the  prior year,  Skipper's,  Inc.  recorded revenues  of  $11.5
million, total operating expenses  of  $11.7 million, and a loss from
restaurant operations of $218,000.  The sale of Skipper's, Inc. closed on
May 14, 1996 and therefore, no results  of Skipper's operations are
reflected in the  Company's financial statements for the thirteen weeks
ended June 25, 1996.

Total consolidated revenue was $72.4 million, down 13.2% or  $11 million
from  the $83.4 recorded during the same  quarter  last year,  largely
due to the loss of revenue  from  the  sale  of Skipper's Inc. in the
fourth quarter of fiscal 1996.

Consolidated income from restaurant operations was $15.4 million for  the
quarter ended June 25, 1996 compared to $14.6  million for the same
period last year.  The increase of $775,000 or                     5.3%
is  due to the improved margins at Pizza Hut and Tony Roma's and the
absence of losses from the Skipper's concept.

General and administrative expenses decreased by 16.3%, of which 15.2%
was due to costs that were eliminated with the  sale  of Skipper's.

The  sales proceeds from the divestiture of Skipper's  and  debt
reductions from  the  previous three  quarters  resulted  in  a decrease
of $444,000 in net interest charges.  Net  income  for the  period  was
$5,522,000  or 7.6%  of  revenue  compared  to $4,125,000  or  4.9% of
revenue for the same period  last  year. The  effective  tax  rate for
the quarter was  39% compared  to 39.55% for the same period last year.
Because   of  improved  efficiencies  and  reduced   losses   at
Skipper's, net income after taxes improved 31.65% overall.

Liquidity, Capital Resources and Cash Flows

The  Company's  primary source of cash is its operations.   Cash flows
from operating activities increased $1.4 million  or  11% and were $14
million for the thirteen weeks ended June 25, 1996, compared  to $12.6
million for the quarter ended June 27,  1995. The increase was primarily
a result of increased earnings.

In  addition to cash provided by operations, the Company  has  a $50
million unsecured line of credit through August  10,  1997. At  June  25,
1996,  the  Company  had  $43  million  available borrowing  capacity
under this agreement.   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.
The Company also has $30 million in available borrowing capacity under  a
"shelf" facility with a major insurance company.             The
Company  may  borrow  under  this  agreement,  at  the  lender's
discretion, through June 27, 1997.

During  the  quarter ended June 25, 1996, the Company  made  all
scheduled principal and interest payments and reduced borrowings under
the line of credit.

Restaurant  development at Tony Roma's, in  addition  to  normal
recurring capital  expenditures, resulted in  $9.5  million  of total
capital expenditures for the quarter ended June 25,  1996 compared  to
$3.5 million of capital expenditures for  the  same period a year ago.
Investing activities for the current quarter also  included  the  receipt
of $7,600,000  from  the  sale  of Skipper's, Inc.

The Company anticipates cash flow from operations and additional
borrowings will be sufficient to fund continuing expansion  and
improvements, to service debt obligations and to make additional
acquisitions of restaurants and concepts.

Seasonality

As  a  result of the diversification of its restaurant concepts, the
Company has not experienced significant seasonality in  its sales.   Tony
Roma's sales are traditionally higher from January to  March  due  to  an
increase in the vacation  and  part  time residence  activity  in  the
desert  and  beach  areas  where  a significant   number  of  the
Company's  units   are   located. Correspondingly these areas see a
decrease in traffic during the warmer months of July through September.

Due  to the sale of Skipper's and the increase in sales at  Tony Roma's,
the company may experience future sales fluctuations due to  seasonality.
However,  as the most  significant  costs  of operations  are  variable,
management  does  not  expect  these possible effects to have a
significant impact on profitability.

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 hourly rates related to federal and state  minimum
wage and tip credit laws, changes in  these  laws will  result  in
increases in 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.

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

Increases  in interest rates would directly affect the Company's
financial results.   Under the line of  credit  agreement,  the company
may select among alternative interest rate options  with terms  up  to
six  months in length to reduce its  exposure  to
fluctuating interest rates.
Other Matters
Safe Harbor -- 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 effect  of  economic  conditions, including
interest  rate fluctuation, 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.

Revisions  in the current minimum wage laws have been passed  by both the
U.S. House of Representatives and the U.S. Senate.  The bill  has been
reconciled, and if signed by the President,  will result  in an increase
of the minimum wage from $4.25  to  $4.70 per  hour effective October 1,
1996, with an additional increase to  $5.15  per  hour on October 1,
1997.  The minimum  wage  for tipped  employees will remain unchanged,
but employers will  be required to adjust the employees compensation to
minimum wage if tips  received are not sufficient, which has been the
Company's practice historically.  Management anticipates  the  impact  of
these changes will initially increase labor cost as a percent of sales
by approximately onehalf of a percentage point at  Pizza Hut  and Tony
Roma's.  Upon full implementation in October 1997, labor  cost,  as  a
percent  of  sales, are  expected  to
be approximately  one percentage point higher than  current  levels for
both Pizza Hut and Tony Roma's.  These increased costs will be  partially
offset by job opportunity tax credits, provided by the
bill,   for hiring   certain   qualified   individuals.
Additionally, management is evaluating alternative opportunities to
offset this increase in costs.

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 26, 1996.  

Item 2.  Changes in Securities

None

Item 3.  Defaults upon Senior Securities

None

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

None

Item 5.  Other Information

None

Item 6. Exhibits and Reports on Form 8-K

     (a)  Exhibits.  The following exhibits are included  with  this
report:

        The following Exhibits are filed as part of this Report:
                                    
      Exhibit  11 - Statement Regarding Computation of Per  Share Earnings
Page 15.
     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 25, 1996:
      May  28,  1996  -  Announcement of the  Company's  sale  of

Skipper's, Inc.







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 8, 1996
Troy D. Cook
 Vice President Finance
 Chief Financial Officer
 Principal Financial Officer


DATE: August 8, 1996
Alan L.Salts
 Corporate Controller
 Chief Accounting Officer
 Principal Accounting Officer



<TABLE>
                              Exhibit 11
                        NPC INTERNATIONAL, INC.
                             Statement Regarding Computation of Per
                             Share Earnings (Unaudited)
                                    Thirteen Weeks Ended
                           June 25, 1996     June 27, 1995

Shares outstanding at beginning 
<S>                         <C>               <C>
at beginningof period       $ 24,522,432      $ 24,505,324

Weighted average
of shares
issued during period               98,23               110

Assuming exercise of options and
warrants
reduced by the number of shares
which could
have been purchased with the
proceeds from
exercise                          399,638             21,416

Shares outstanding for
computation
of per share earnings          25,020,300         24,526,850

Net income                     $5,522,000         $4,125,000

Earnings per share             $      .22         $      .17

FULLY DILUTED
Shares outstanding
 at beginning                  24,522,432         24,505,324

Weighted average of shares
issued
during period                      99,230                110

Assuming exercise of options and
warrants
reduced by the number of shares
which could
have been purchased with the
proceeds from
exercise                           399,638            25,516

Shares outstanding for
computation
of per share earnings           25,021,300        24,530,950

Net income                      $5,522,000        $4,125,000

Earnings per share                   $ .22             $ .17
</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          MAR-25-1997
<PERIOD-END>                               JUN-25-1996
<CASH>                                         1507000
<SECURITIES>                                         0
<RECEIVABLES>                                  1855000<F1>
<ALLOWANCES>                                         0<F1>
<INVENTORY>                                    3640000
<CURRENT-ASSETS>                              18155000
<PP&E>                                        99202000
<DEPRECIATION>                                       0<F1>
<TOTAL-ASSETS>                               189709000
<CURRENT-LIABILITIES>                         32913000
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        276000
<OTHER-SE>                                    83570000
<TOTAL-LIABILITY-AND-EQUITY>                 189709000
<SALES>                                       70847000
<TOTAL-REVENUES>                              72417000
<CGS>                                         19450000
<TOTAL-COSTS>                                 19450000
<OTHER-EXPENSES>                              42595000
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             1260000
<INCOME-PRETAX>                                9049000
<INCOME-TAX>                                   3527000
<INCOME-CONTINUING>                            5522000
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   5522000
<EPS-PRIMARY>                                      .22
<EPS-DILUTED>                                      .22
<FN>
<F1>Not required to be separately provided for interim financial
statment purposes.  Receivalbes and PP&E are net balances.
</FN>
        

</TABLE>


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