FORM 8-A

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

       FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
            PURSUANT TO SECTION 12(b) OR (g) OF THE
                SECURITIES EXCHANGE ACT OF 1934


                     NPC INTERNATIONAL INC.
     (Exact name of registrant as specified in its charter)

                 Kansas                              48-081798
        (State of incorporation)                (I.R.S. Employer
                                                 Identification No.)

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

Securities to be registered pursuant to Section 12(b) of the Act:
     Title of each class           Name of each exchange on which
     to be so registered           each class is to be registered
           None                            Not Applicable

Securities to be registered pursuant to Section 12(g) of the Act:
                  Common Stock, $.01 par value
                        (Title of Class)


         INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1.   Description of Registrant's Securities to be Registered.

           Common  Stock, par value $.01 per share.  Description of  Common
Stock  is  incorporated  by reference from Exhibit B  of  the  Registrant's
definitive proxy statement for the annual meeting of the stockholders  held
August  8,  1995,  filed with the Securities and Exchange  Commission  (the
"Commission") pursuant to Rule 14a-6 on July 24, 1995.

Item 2.   Exhibits.

          1.   Specimen certificate representing the Common
               Stock, $.01 par value, of the Registrant.
          
          2.   Exhibit  B  of  the Registrant's definitive  proxy
               statement filed July 20, 1995.


                           SIGNATURE

           Pursuant  to  the requirements of Section 12 of  the  Securities
Exchange  Act  of  1934, the registrant has duly caused  this  registration
statement  to  be  signed  on its behalf by the undersigned,  thereto  duly
authorized.

                              NPC INTERNATIONAL, INC.
                              
                              
                              By:     James K. Schwartz
                              Title:  President and Chief Operating Officer
Date:  July 28, 1995


                         EXHIBIT INDEX

          Exhibit
          1.   Specimen certificate representing the Common
               Stock, $.01 par value, of the Registrant.
          
          2.   Exhibit  B  of  the Registrant's definitive  proxy
               statement filed July 20, 1995.


                           EXHIBIT 1
Exhibit 1 - Stock Specimen - Facing page (Electronic version)]


                         NPC INTERNATIONAL
                         GRAPHICAL LOGO
NUMBER NPC_____                         COMMON STOCK SHARES:_____


                    NPC INTERNATIONAL, INC.
              INCORPORATED IN THE STATE OF KANSAS
                                                         CUSIP 629360 30 6

THIS CERTIFIES THAT_________________________________________

IS THE REGISTERED OWNER OF__________________________________


FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE $0.01 PER
SHARE, OF
                      NPC INTERNATIONAL, INC.

transferable on the books of the Corporation in person or by duly
authorized attorney, upon surrender of the Certificate, properly
endorsed.  This certificate is not valid until countersigned by
the Transfer Agent and registered with the Registrar.

     WITNESS the seal of the Corporation and the signatures of
its duly authorized officers.

Dated
                         NPC INTERNATIONAL, INC.
                         CORPORATE SEAL
                         KANSAS

Gene Bicknell                                     David G. Short
Chairman of the Board                                  Secretary

                                        Countersigned and Registered
                                        AMERICAN STOCK TRANSFER
                                        AND TRUST COMPANY
                                        (New York, New York)
                                        Transfer Agent and Registrar
                                        By
                                        Authorized Signature

[Stock Specimen - reversing page (Electronic version)]

                         NPC INTERNATIONAL, INC.

     The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they
were written out in full according to applicable laws or
regulations:

     TEN COM -- as tenants in common
     TEN ENT -- as tenants by the entities
     JT TEN  -- as joint tenants with right of survivorship and
                not as tenants in common
     UNIF GIFT MIN ACT -- (Custodian) Custodian (Minor)
                           under Uniform Gifts to Minors Act (State)

Additional abbreviations may also be used though not in the above list.

For value received, ________________ hereby sell, assign and transfer unto
(Please insert social security or other identifying number of assignee)___
(Please print or typewrite name and address including postal zip code of
assignee)____________________________________________________________Shares
of the capital stock represented by the within Certificate, and
do hereby irrevocably constitute and appoint _________________________
Attorney to transfer the said stock on the books of the within-
named Corporation with full power of substitution in the premises.

Dated, __________________________

NOTICE: THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH
THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY
PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE
WHATEVER.

Signature  X_______________________
Signature  X_______________________

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN "ELIGIBLE GUARANTOR
INSTITUTION" AS DEFINED IN RULE 17Ad-15 UNDER THE SECURITIES AND
EXCHANGE ACT OF 1934, AS AMENDED.
SIGNATURE(S) GUARANTEED BY:


                           EXHIBIT 2



                           EXHIBIT B
                         AMENDMENT TWO

           If  Proposal  Two  is  approved  by  the  stockholders  and  the
Certificate of Amendment relating thereto is properly filed with the Kansas
Secretary  of  State,  then  Article FOURTH of  the  Restated  Articles  of
Incorporation  shall  be  deleted in its entirety  and  replaced  with  the
following:

                FOURTH:  The aggregate number of shares which the
          Corporation  has  authority to  issue  is  one  hundred
          million (100,000,000) shares of common stock, par value
          $.01 per share ("Common Stock").

               The authorized but unissued shares of common stock
          as  well as any shares of common stock now or hereafter
          held  as  treasury shares shall be issued from time  to
          time,  at  such  time  or times, in  such  amounts  and
          manner,  for  such consideration, whether  in  cash  or
          property  or otherwise, and to such persons as  may  be
          fixed  and determined by the Board of Directors of  the
          Corporation, subject to this Article FOURTH.

                Each  share of Common Stock shall be entitled  to
          one vote on all matters voted upon by the stockholders.

               Dividends may be paid upon the Common Stock as and
          when  declared by the Board of Directors out  of  funds
          and  other assets legally available for the payment  of
          dividends, subject to all of the rights of any class of
          stock authorized after this Certificate of Amendment of
          the   Restated   Articles   of  Incorporation   becomes
          effective pursuant to the General Corporation  Code  of
          the  State of Kansas (the "Effective Time") that  ranks
          senior to the Common Stock as to dividends.

                In  the event of any liquidation, dissolution  or
          winding  up  of the Corporation, whether  voluntary  or
          involuntary,  and after the holders  of  any  class  of
          stock  authorized  after  the  Effective  Time  ranking
          senior  to  the  Common Stock as  to  distributions  of
          assets  shall  have been paid in full  the  amounts  to
          which  such  holders shall be entitled,  or  an  amount
          sufficient  to pay the aggregate amount to  which  such
          holders shall be entitled shall have been set aside for
          the benefit of the holders of such stock, the remaining
          net  assets of the Corporation shall be distributed pro
          rata to the holders of the Common Stock.

               No stockholder of this Corporation shall by reason
          of  holding  shares of Common Stock have any preemptive
          or  preferential right to purchase or subscribe to  any
          shares  of  Common  Stock of this Corporation,  now  or
          hereafter authorized, or any notes, debentures,  bonds,
          or   other  securities  convertible  into  or  carrying
          options or warrants to purchase shares of Common Stock,
          now or hereafter authorized.

                At  the  Effective Time, and without any  further
          action   on  the  part  of  the  Corporation   or   its
          stockholders, each share of the Corporation's  Class  A
          Common  Stock,  par  value $.01  par  value  per  share
          ("Class A Common Stock") and Class B Common Stock,  par
          value  $.01  par  value  per  share  ("Class  B  Common
          Stock"),    then    issued,shall    automatically    be
          reclassified  and  converted into one  fully  paid  and
          nonassessable   share   of   Common    Stock.     Stock
          certificates previously representing shares of Class  A
          Common  Stock  and certificates previously representing
          Class  B  Common Stock shall thereafter  represent  the
          same number of shares of the Common Stock.