<PAGE>
 
   As filed with the Securities and Exchange Commission on November 9, 1998.
                                                       Registration No. 333-
===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                              ------------------

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933

                              ------------------

                        PAPA JOHN'S INTERNATIONAL, INC.
            (Exact name of registrant as specified in its charter)

 
           Delaware                                      61-1203323
  (State or Other Jurisdiction              (I.R.S. Employer Identification No.)
of Incorporation or Organization)


                      11492 Bluegrass Parkway, Suite 175
                          Louisville, Kentucky 40299
              (Address of Principal Executive Offices) (Zip Code)

                              ------------------

                        PAPA JOHN'S INTERNATIONAL, INC.
                       WADE S. ONEY EMPLOYMENT AGREEMENT
                           (Full Title of the Plan)

                              ------------------

                             CHARLES W. SCHNATTER

                                General Counsel
                        Papa John's International, Inc.
                      11492 Bluegrass Parkway, Suite 175
                          Louisville, Kentucky  40299
                                (502) 266-5200
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                              ------------------

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
====================================================================================================================
<S>                         <C>               <C>                       <C>                        <C>  
       Title of               Amount              Proposed              Proposed maximum             Amount of
      securities               to be          maximum offering               aggregate              registration
   to be registered          registered       price per share(1)         offering price(1)               fee    
--------------------------------------------------------------------------------------------------------------------
     Common Stock,
    par value $.01         150,000 shares          $38.25                  $5,737,500                $1,595.03
====================================================================================================================
</TABLE>



     (1)  Estimated solely for the purpose of calculating the registration fee.
  This estimate has been calculated in accordance with Rule 457 under the
  Securities Act of 1933 and is based on the average of the high and low prices
  per share as reported on the National Association of Securities Dealers -
  National Market System on November 6, 1998.
==============================================================================
<PAGE>
 
                                 PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

  The information required by Part I of Form S-8 is included in documents to be
given to the recipient of the securities registered hereby pursuant to Rule
428(b)(1) under the Securities Act of 1933, as amended.

  
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                                        
Item 3.   Incorporation of Documents by Reference.

  The following documents filed by Papa John's International, Inc.
("Registrant") with the Securities and Exchange Commission (Commission File No.
0-21660) are incorporated by reference into this Registration Statement:

  (a) Registrant's Annual Report on Form 10-K for the year ended December 28,
1997, as filed March 19, 1998;

  (b) Registrant's Quarterly Reports on Form 10-Q for the quarters ended March
29, 1998, and June 28, 1998, as filed May 13, 1998, and August 12, 1998,
respectively; and

  (c) The description of the Company's Common Stock as contained in the
Registration Statement on Form 8-A, filed by the Company to register the Common
Stock under the Securities Exchange Act of 1934, as amended ("Exchange Act"),
and all amendments or reports filed for the purpose of updating such description
prior to the termination of the offering of Common Stock hereby.

  All documents subsequently filed by Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.  Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein (or in any other subsequently filed document which
also is incorporated by reference herein) modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed to constitute a part
hereof except as so modified or superseded.

Item 4.  Description of Securities.

  Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

  Not Applicable.

Item 6.  Indemnification of Directors and Officers.

  Section 145 of the Delaware General Corporation Law ("GCL") permits a Delaware
corporation to indemnify any person who was or is, or is threatened to be made,
a party to any threatened, pending or

                                      -2-
<PAGE>
 
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.  The indemnity may
include expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided that such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, such person had no reasonable cause to believe his conduct was
unlawful.  A Delaware corporation may indemnify such persons in actions brought
by or in the right of the corporation to procure a judgment in its favor under
the same conditions except that no indemnification is permitted in respect of
any claim, issue or matter as to which such person has been adjudged to be
liable to the corporation unless and to the extent the Court of Chancery of the
State of Delaware or the court in which such action or suit was brought
determines upon application that, in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses as
the Court of Chancery or other such court deems proper.  To the extent such
person has been successful on the merits or otherwise in defense of any action
referred to above, or in defense of any claim, issue or matter therein, the
corporation must indemnify him against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.  Corporations,
under certain circumstances, may pay expenses incurred by an officer or director
in advance of the final disposition of an action for which indemnification may
be permitted or required.  The indemnification and advancement of expenses
provided for or granted pursuant to Section 145 are not exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.  Section 145 further provides that a corporation may
maintain insurance against liabilities for which indemnification is not
expressly provided by statute.

  Article Twelfth of the Company's Amended and Restated Certificate of
Incorporation (the "Restated Certificate") provides:

  "A director of the Corporation shall not be personally liable to the
  Corporation or its stockholders for monetary damages for breach of fiduciary
  duty as a director; provided, however, that the foregoing shall not eliminate
  or limit the liability of a director (i) for any breach of the director's duty
  of loyalty to the Corporation or its stockholders, (ii) for acts or omissions
  not in good faith or which involve intentional misconduct or a knowing
  violation of law, (iii) under Section 174 of the General Corporation Law of
  Delaware or (iv) for any transaction from which the director derived an
  improper personal benefit.  If the General Corporation Law of Delaware is
  hereafter amended to permit further elimination or limitation of the personal
  liability of directors, then the liability of a director of the Corporation
  shall be eliminated or limited to the fullest extent permitted by the General
  Corporation Law of Delaware as so amended.  Any repeal or modification of this
  Article Twelfth shall not adversely affect any right or protection of a
  director of the Corporation existing at the time of such repeal or
  modification."

  Article Sixteenth of the Company's Restated Certificate provides:

  "Each person who was or is made a party or is threatened to be made a party to
  or is involved (including, without limitation, as a witness) in any actual or
  threatened action, suit or proceeding, whether civil, criminal, administrative
  or investigative (hereinafter a "proceeding"), by reason of the fact that he
  or she is or was a director or officer of the Corporation or is or was serving
  at the request of the Corporation as a director or officer or another
  corporation or of a partnership, joint venture, trust or other enterprise,
  including service with respect to an employee benefit plan

                                      -3-
<PAGE>
 
  (hereinafter an "indemnitee"), whether the basis of such proceeding is alleged
  action in an official capacity as a director, officer or agent or in any other
  capacity while serving as such a director or officer, shall be indemnified and
  held harmless by the Corporation to the fullest extent authorized by the
  General Corporation Law of Delaware, as the same exists or may hereafter be
  amended (but, in the case of any such amendment, only to the extent that such
  amendment permits the Corporation to provide broader indemnification rights
  than said law permitted the Corporation to provide prior to such amendment),
  or by other applicable law as then in effect, against all expense, liability
  and loss (including attorneys' fees, judgments, fines, excise taxes under the
  Employee Retirement Income Security Act of 1974, as amended from time to time
  ("ERISA"), penalties and amounts to be paid in settlement) actually and
  reasonably incurred or suffered by such indemnitee in connection therewith.

  A.  Procedure.  Any indemnification under this Article SIXTEENTH (unless
  ordered by a court) shall be made by the Corporation only as authorized in the
  specific case upon a determination that indemnification is proper in the
  circumstances because the indemnitee has met the applicable standard of
  conduct set forth in the General Corporation law of Delaware, as the same
  exists or hereafter may be amended (but, in the case of any such amendment,
  only to the extent that such amendment permits the Corporation to provide
  broader indemnification rights than amendment permits the Corporation to
  provide broader indemnification rights than said law permitted the Corporation
  to provide prior to such amendment).  Such determination shall be made (i) by
  the Board of Directors by a majority vote of a quorum consisting of directors
  who were not parties to such action, suit or proceeding (the "Disinterested
  Directors"), or (ii) if such a quorum of Disinterested Directors is not
  obtainable, or, even if obtainable a quorum of Disinterested Directors so
  directs, by independent legal counsel in a written opinion or (iii) by the
  stockholders.  The majority of Disinterested Directors may, as they deem
  appropriate, elect to have the Corporation indemnify any other employee, agent
  or other person acting for or on behalf of the Corporation.

  B.  Advances for Expenses.  Costs, charges and expenses (including attorneys'
  fees) incurred by a director or officer of the Corporation, or such other
  person acting on behalf of the Corporation as determined in accordance with
  Paragraph A, in defending a civil or criminal action, suit or proceeding shall
  be paid by the Corporation in advance of the final disposition of such action,
  suit or proceeding upon receipt of an undertaking by or on behalf of the
  director, officer or other person to repay all amounts so advanced in the
  event that it shall ultimately be determined that such director, officer or
  other person is not entitled to be indemnified by the Corporation as
  authorized in this Article SIXTEENTH.  The majority of the Disinterested
  Directors may, in the manner set forth above, and upon approval of such
  director, officer, employee, agent or other person acting on behalf of the
  Corporation, authorize the Corporation's counsel to represent such person, in
  any action, suit or proceeding, whether or not the Corporation is a party to
  such action, suit or proceeding.

  C.  Procedure for Indemnification.  Any indemnification or advance of costs,
  charges and expenses under this Article SIXTEENTH, shall be made promptly, and
  in any event within 60 days upon the written request of the person seeking
  indemnification or advancement of expenses (hereinafter a "claimant").  The
  right to indemnification or advances as granted by this Article SIXTEENTH
  shall be enforceable by the claimant in any court of competent jurisdiction,
  if the Corporation denies such request, in whole or in part, or if no
  disposition thereof is made within 60 days.  The claimant's costs and expenses
  incurred in connection with successfully establishing his or her right to
  indemnification, in whole or in part, in any such action shall also be
  indemnified by the Corporation.  It shall be a defense to any such action
  (other than an action brought to enforce a claim for the advance of costs,
  charges, and expenses under this Article SIXTEENTH where the required
  undertaking, if any, has been received by the Corporation) that the claimant
  has not met

                                      -4-
<PAGE>
 
  this standard of conduct set forth in the General Corporation Law of Delaware,
  as the same exists or hereafter may be amended (but, in the case of any such
  amendment, only to the extent that such amendment permits the Corporation to
  provide broader indemnification rights than said law permitted the Corporation
  to provide prior to such amendment), but the burden of proving such defense
  shall be on the Corporation.  Neither the failure of the Corporation
  (including its Board of Directors, its independent legal counsel and its
  stockholders) to have made a determination prior to the commencement of such
  action that indemnification of the claimant is proper in the circumstances
  because he or she has met the applicable standard of conduct set forth in the
  General Corporation Law of Delaware, as the same exists or hereafter may be
  amended (but, in the case of any such amendment, only to the extent that such
  amendment permits the Corporation to provide broader indemnification rights
  than said law permitted the Corporation to provide broader indemnification
  rights than said law permitted the Corporation to provide prior to such
  amendment), nor the fact that there  has been an actual determination by the
  Corporation (including its Board of Directors, its independent legal counsel
  and its stockholders) that the claimant has not met such applicable standard
  of conduct, shall be a defense to the action or create a presumption that the
  claimant has not met the applicable standard of conduct.

  D.  Other Rights; Continuation of Right to Indemnification.  The
  indemnification and advancement of expenses provided by this Article SIXTEENTH
  shall not be deemed exclusive of any other rights to which a claimant may be
  entitled under any law (common or statutory), by-law, agreement, vote of
  stockholders or disinterested directors or otherwise, both as to action in his
  or her official capacity and as to action in another capacity while holding
  office or while employed by or acting as agent for the Corporation, and shall
  continue as to a person who has ceased to be a director, officer, employee or
  agent of the Corporation, and shall inure to the benefit of the estate, heirs,
  executors and administrators of such person.  All rights to indemnification
  under this Article SIXTEENTH shall be deemed to be a contract between the
  Corporation and each director and officer of the Corporation who serves or
  served in such capacity at any time while this Article SIXTEENTH is in effect.
  Any repeal or modification of this Article SIXTEENTH or any repeal or
  modification of relevant provisions of the General Corporation Law of Delaware
  or any other applicable laws shall not in any way diminish any rights to
  indemnification of such director or officer or the obligations of the
  Corporation arising hereunder with respect to any such action, suit or
  proceeding arising out of, or relating to, any actions, transactions or facts
  occurring prior to the final adoption of such modification or repeal.  For the
  purposes of this Article SIXTEENTH, references to "the Corporation" include
  all constituent corporations absorbed in a consolidation or merger as well as
  the resulting or surviving corporation, so that any person who is or was a
  director or officer of such a constituent corporation or is or was serving at
  the request of such constituent corporation as a director, officer, employee
  or agent of another corporation, partnership, joint venture, trust or other
  enterprise shall stand in the same position under the provisions of this
  Article SIXTEENTH, with respect to the resulting or surviving corporation, as
  he would if he or she had served the resulting or surviving corporation in the
  same capacity.

  E.  Insurance.  The Corporation shall have power to purchase and maintain
  insurance on behalf of any person who is or was or has agreed to become a
  director, officer, employee or agent of the Corporation, or is or was serving
  at the request of the Corporation as a director, officer, employee or agent of
  another corporation, partnership, joint venture, trust or other enterprise
  against any liability asserted against him or her and incurred by him or her
  on his or her behalf in any such capacity, or arising out of his or her status
  as such, whether or not the Corporation would have the power to indemnify him
  or her against such liability under the provisions of this Article SIXTEENTH;
  provided, however, that such insurance is available on acceptable terms, which
  determination shall be made by a vote of a majority of the Board of Directors.

                                      -5-
<PAGE>
 
  F.  Savings Clause.  If this Article SIXTEENTH or any portion hereof shall be
  invalidated on any ground by any court of competent jurisdiction, then the
  Corporation shall nevertheless indemnify each person entitled to
  indemnification under the first paragraph of this Article SIXTEENTH as to all
  expense, liability and loss (including attorneys' fees, judgments, fines,
  ERISA excise taxes, penalties and amounts to be paid in settlement) actually
  and reasonably incurred or suffered by such person and for which
  indemnification is available to such person pursuant to this Article SIXTEENTH
  to the full extent permitted by any applicable portion of this Article
  SIXTEENTH that shall not have been invalidated and to the full extent
  permitted by applicable law."

  The Company maintains liability insurance coverage for its officers and
directors which entitles the Company to be reimbursed for certain indemnity
payments it is required or permitted to make to its directors and officers with
respect to actions arising out of the performance of such officer's or
director's duty in his or her capacity as such.

Item 7.  Exemption from Registration Claimed.

  Not Applicable.

Item 8.  Exhibits.

  The following exhibits are filed as part of this Registration Statement:

     4.1  Registrant's Amended and Restated Certificate of Incorporation.
Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (Reg. No. 33-
61366) is incorporated herein by reference.

     4.2  Registrant's Certificate of Amendment of its Amended and Restated
Certificate of Incorporation.  Exhibit 3 to Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended June 29, 1997 (Comm. File No. 0-21660)
is incorporated herein by reference.

     4.3  Registrant's Restated By-Laws.  Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (Reg. No. 33-61366) is incorporated herein by
reference.

     5.  Opinion of Greenebaum Doll & McDonald PLLC as to the legality of the
securities being registered.

     23.1  Consent of Greenebaum Doll & McDonald PLLC (included in Exhibit 5).

     23.2  Consent of Ernst & Young LLP.

     24.  Powers of Attorney (included on signature page of the Registration
Statement).

   99.  Amendment to Chief Operating Officer Agreement dated October 9, 1997, by
and between the Company and Wade S. Oney.  Exhibit 10.2 to Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended September 29, 1997
(Comm. File No. 0-21660) is incorporated herein by reference.

Item 9.  Undertakings.

  (a) The undersigned Registrant hereby undertakes:

                                      -6-
<PAGE>
 
     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

        (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

        (ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;

       (iii)  To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;

  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this Item 9 do
not apply if the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in the post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

  (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

  The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference to the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

  Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses incurred or
paid by a director, officer or controlling person of Registrant in the

                                      -7-
<PAGE>
 
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      -8-
<PAGE>
 
                                    SIGNATURES
                                    ----------

  Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Louisville, Commonwealth of Kentucky, on October 29,
1998.



                              PAPA JOHN'S INTERNATIONAL, INC.



                              By: /s/ Charles W. Schnatter
                                  ------------------------
                                 Charles W. Schnatter
                                 Senior Vice President, Secretary 
                                 and General Counsel



                               POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Charles W. Schnatter and E. Drucilla Milby and each of
them such individual's true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for such individual and in his or her
name, place and stead, in any and all capacities, to sign all amendments
(including post-effective amendments) to this Registration Statement and any
registration statement related to the offering contemplated by this Registration
Statement that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission
and any State or other regulatory authority, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

  Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE> 
<CAPTION> 

     Signature                Title                                                 Date
     ---------                -----                                                 ----
<S>                           <C>                                              <C>
/s/ John H. Schnatter         Chairman, Chief Executive Officer and            October 29, 1998
---------------------------   Director (Principal Executive Officer)                                            
John H. Schnatter              

/s/ Charles W. Schnatter      Senior Vice President, Secretary,                October 29, 1998
---------------------------   General Counsel and Director                                              
Charles W. Schnatter            

/s/ Blaine E. Hurst           Vice Chairman, President and Director            October 29, 1998
---------------------------                                               
Blaine E. Hurst

/s/ E. Drucilla Milby         Chief Financial Officer and Treasurer            October 29, 1998
---------------------------   (Principal Financial Officer)               
E. Drucilla Milby
</TABLE> 
                                      -9-
<PAGE>

<TABLE> 
<S>                             <C>                                              <C>

/s/ J. David Flanery            Vice President and Corporate Controller          October 29, 1998
---------------------------     (Principal Accounting Officer)
J. David Flanery              

/s/ O. Wayne Gaunce             Director                                         October 29, 1998
---------------------------                                                
O. Wayne Gaunce

/s/ Jack A. Laughery            Director                                         October 29, 1998
---------------------------                                                
Jack A. Laughery

/s/ Michael W. Pierce           Director                                         October 29, 1998
---------------------------                                                  
Michael W. Pierce

/s/ Richard F. Sherman          Director                                         October 29, 1998
---------------------------                                                  
Richard F. Sherman
</TABLE> 

                                     -10-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 31767}]
{"company-data": {"conformed-name": "PAPA JOHNS INTERNATIONAL INC", "cik": "0000901491", "assigned-sic": "5812", "irs-number": "611203323", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66985", "film-number": "98740836"}, "business-address": {"street1": "11492 BLUEGRASS PKWY", "street2": "STE 175", "city": "LOUISVILLE", "state": "KY", "zip": "40299", "phone": "5022665200"}, "mail-address": {"street1": "P O BOX 99900", "city": "LOUISVILLE", "state": "KY", "zip": "40269-9990"}}
As filed with the Securities and Exchange Commission on November 9, 1998.
                                                       Registration No. 333-
===============================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                              ------------------

                                   FORM S-8

                            REGISTRATION STATEMENT
                                     Under
                          THE SECURITIES ACT OF 1933

                              ------------------

                        PAPA JOHN'S INTERNATIONAL, INC.
            (Exact name of registrant as specified in its charter)

 
           Delaware                                      61-1203323
  (State or Other Jurisdiction              (I.R.S. Employer Identification No.)
of Incorporation or Organization)

                      11492 Bluegrass Parkway, Suite 175
                          Louisville, Kentucky 40299
              (Address of Principal Executive Offices) (Zip Code)

                              ------------------

                        PAPA JOHN'S INTERNATIONAL, INC.
                       WADE S. ONEY EMPLOYMENT AGREEMENT
                           (Full Title of the Plan)

                              ------------------

                             CHARLES W. SCHNATTER

                                General Counsel
                        Papa John's International, Inc.
                      11492 Bluegrass Parkway, Suite 175
                          Louisville, Kentucky  40299
                                (502) 266-5200
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                              ------------------

                        CALCULATION OF REGISTRATION FEE
====================================================================================================================
Title of               Amount              Proposed              Proposed maximum             Amount of
      securities               to be          maximum offering               aggregate              registration
   to be registered          registered       price per share(1)         offering price(1)               fee    
--------------------------------------------------------------------------------------------------------------------
     Common Stock,
    par value $.01         150,000 shares          $38.25                  $5,737,500                $1,595.03
====================================================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee.
  This estimate has been calculated in accordance with Rule 457 under the
  Securities Act of 1933 and is based on the average of the high and low prices
  per share as reported on the National Association of Securities Dealers -
  National Market System on November 6, 1998.
==============================================================================
PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

  The information required by Part I of Form S-8 is included in documents to be
given to the recipient of the securities registered hereby pursuant to Rule
428(b)(1) under the Securities Act of 1933, as amended.

  
                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

                                        
Item 3.   Incorporation of Documents by Reference.

  The following documents filed by Papa John's International, Inc.
("Registrant") with the Securities and Exchange Commission (Commission File No.
0-21660) are incorporated by reference into this Registration Statement:

  (a) Registrant's Annual Report on Form 10-K for the year ended December 28,
1997, as filed March 19, 1998;

  (b) Registrant's Quarterly Reports on Form 10-Q for the quarters ended March
29, 1998, and June 28, 1998, as filed May 13, 1998, and August 12, 1998,
respectively; and

  (c) The description of the Company's Common Stock as contained in the
Registration Statement on Form 8-A, filed by the Company to register the Common
Stock under the Securities Exchange Act of 1934, as amended ("Exchange Act"),
and all amendments or reports filed for the purpose of updating such description
prior to the termination of the offering of Common Stock hereby.

  All documents subsequently filed by Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents.  Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein (or in any other subsequently filed document which
also is incorporated by reference herein) modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed to constitute a part
hereof except as so modified or superseded.

Item 4.  Description of Securities.

  Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

  Not Applicable.

Item 6.  Indemnification of Directors and Officers.

  Section 145 of the Delaware General Corporation Law ("GCL") permits a Delaware
corporation to indemnify any person who was or is, or is threatened to be made,
a party to any threatened, pending or

                                      -2-
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of such corporation) by
reason of the fact that such person is or was a director, officer, employee or
agent of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise.  The indemnity may
include expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person in connection with
such action, suit or proceeding, provided that such person acted in good faith
and in a manner such person reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any criminal action or
proceeding, such person had no reasonable cause to believe his conduct was
unlawful.  A Delaware corporation may indemnify such persons in actions brought
by or in the right of the corporation to procure a judgment in its favor under
the same conditions except that no indemnification is permitted in respect of
any claim, issue or matter as to which such person has been adjudged to be
liable to the corporation unless and to the extent the Court of Chancery of the
State of Delaware or the court in which such action or suit was brought
determines upon application that, in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses as
the Court of Chancery or other such court deems proper.  To the extent such
person has been successful on the merits or otherwise in defense of any action
referred to above, or in defense of any claim, issue or matter therein, the
corporation must indemnify him against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection therewith.  Corporations,
under certain circumstances, may pay expenses incurred by an officer or director
in advance of the final disposition of an action for which indemnification may
be permitted or required.  The indemnification and advancement of expenses
provided for or granted pursuant to Section 145 are not exclusive of any other
rights to which those seeking indemnification or advancement of expenses may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.  Section 145 further provides that a corporation may
maintain insurance against liabilities for which indemnification is not
expressly provided by statute.

  Article Twelfth of the Company's Amended and Restated Certificate of
Incorporation (the "Restated Certificate") provides:

  "A director of the Corporation shall not be personally liable to the
  Corporation or its stockholders for monetary damages for breach of fiduciary
  duty as a director; provided, however, that the foregoing shall not eliminate
  or limit the liability of a director (i) for any breach of the director's duty
  of loyalty to the Corporation or its stockholders, (ii) for acts or omissions
  not in good faith or which involve intentional misconduct or a knowing
  violation of law, (iii) under Section 174 of the General Corporation Law of
  Delaware or (iv) for any transaction from which the director derived an
  improper personal benefit.  If the General Corporation Law of Delaware is
  hereafter amended to permit further elimination or limitation of the personal
  liability of directors, then the liability of a director of the Corporation
  shall be eliminated or limited to the fullest extent permitted by the General
  Corporation Law of Delaware as so amended.  Any repeal or modification of this
  Article Twelfth shall not adversely affect any right or protection of a
  director of the Corporation existing at the time of such repeal or
  modification."

  Article Sixteenth of the Company's Restated Certificate provides:

  "Each person who was or is made a party or is threatened to be made a party to
  or is involved (including, without limitation, as a witness) in any actual or
  threatened action, suit or proceeding, whether civil, criminal, administrative
  or investigative (hereinafter a "proceeding"), by reason of the fact that he
  or she is or was a director or officer of the Corporation or is or was serving
  at the request of the Corporation as a director or officer or another
  corporation or of a partnership, joint venture, trust or other enterprise,
  including service with respect to an employee benefit plan

                                      -3-
(hereinafter an "indemnitee"), whether the basis of such proceeding is alleged
  action in an official capacity as a director, officer or agent or in any other
  capacity while serving as such a director or officer, shall be indemnified and
  held harmless by the Corporation to the fullest extent authorized by the
  General Corporation Law of Delaware, as the same exists or may hereafter be
  amended (but, in the case of any such amendment, only to the extent that such
  amendment permits the Corporation to provide broader indemnification rights
  than said law permitted the Corporation to provide prior to such amendment),
  or by other applicable law as then in effect, against all expense, liability
  and loss (including attorneys' fees, judgments, fines, excise taxes under the
  Employee Retirement Income Security Act of 1974, as amended from time to time
  ("ERISA"), penalties and amounts to be paid in settlement) actually and
  reasonably incurred or suffered by such indemnitee in connection therewith.

  A.  Procedure.  Any indemnification under this Article SIXTEENTH (unless
  ordered by a court) shall be made by the Corporation only as authorized in the
  specific case upon a determination that indemnification is proper in the
  circumstances because the indemnitee has met the applicable standard of
  conduct set forth in the General Corporation law of Delaware, as the same
  exists or hereafter may be amended (but, in the case of any such amendment,
  only to the extent that such amendment permits the Corporation to provide
  broader indemnification rights than amendment permits the Corporation to
  provide broader indemnification rights than said law permitted the Corporation
  to provide prior to such amendment).  Such determination shall be made (i) by
  the Board of Directors by a majority vote of a quorum consisting of directors
  who were not parties to such action, suit or proceeding (the "Disinterested
  Directors"), or (ii) if such a quorum of Disinterested Directors is not
  obtainable, or, even if obtainable a quorum of Disinterested Directors so
  directs, by independent legal counsel in a written opinion or (iii) by the
  stockholders.  The majority of Disinterested Directors may, as they deem
  appropriate, elect to have the Corporation indemnify any other employee, agent
  or other person acting for or on behalf of the Corporation.

  B.  Advances for Expenses.  Costs, charges and expenses (including attorneys'
  fees) incurred by a director or officer of the Corporation, or such other
  person acting on behalf of the Corporation as determined in accordance with
  Paragraph A, in defending a civil or criminal action, suit or proceeding shall
  be paid by the Corporation in advance of the final disposition of such action,
  suit or proceeding upon receipt of an undertaking by or on behalf of the
  director, officer or other person to repay all amounts so advanced in the
  event that it shall ultimately be determined that such director, officer or
  other person is not entitled to be indemnified by the Corporation as
  authorized in this Article SIXTEENTH.  The majority of the Disinterested
  Directors may, in the manner set forth above, and upon approval of such
  director, officer, employee, agent or other person acting on behalf of the
  Corporation, authorize the Corporation's counsel to represent such person, in
  any action, suit or proceeding, whether or not the Corporation is a party to
  such action, suit or proceeding.

  C.  Procedure for Indemnification.  Any indemnification or advance of costs,
  charges and expenses under this Article SIXTEENTH, shall be made promptly, and
  in any event within 60 days upon the written request of the person seeking
  indemnification or advancement of expenses (hereinafter a "claimant").  The
  right to indemnification or advances as granted by this Article SIXTEENTH
  shall be enforceable by the claimant in any court of competent jurisdiction,
  if the Corporation denies such request, in whole or in part, or if no
  disposition thereof is made within 60 days.  The claimant's costs and expenses
  incurred in connection with successfully establishing his or her right to
  indemnification, in whole or in part, in any such action shall also be
  indemnified by the Corporation.  It shall be a defense to any such action
  (other than an action brought to enforce a claim for the advance of costs,
  charges, and expenses under this Article SIXTEENTH where the required
  undertaking, if any, has been received by the Corporation) that the claimant
  has not met

                                      -4-
this standard of conduct set forth in the General Corporation Law of Delaware,
  as the same exists or hereafter may be amended (but, in the case of any such
  amendment, only to the extent that such amendment permits the Corporation to
  provide broader indemnification rights than said law permitted the Corporation
  to provide prior to such amendment), but the burden of proving such defense
  shall be on the Corporation.  Neither the failure of the Corporation
  (including its Board of Directors, its independent legal counsel and its
  stockholders) to have made a determination prior to the commencement of such
  action that indemnification of the claimant is proper in the circumstances
  because he or she has met the applicable standard of conduct set forth in the
  General Corporation Law of Delaware, as the same exists or hereafter may be
  amended (but, in the case of any such amendment, only to the extent that such
  amendment permits the Corporation to provide broader indemnification rights
  than said law permitted the Corporation to provide broader indemnification
  rights than said law permitted the Corporation to provide prior to such
  amendment), nor the fact that there  has been an actual determination by the
  Corporation (including its Board of Directors, its independent legal counsel
  and its stockholders) that the claimant has not met such applicable standard
  of conduct, shall be a defense to the action or create a presumption that the
  claimant has not met the applicable standard of conduct.

  D.  Other Rights; Continuation of Right to Indemnification.  The
  indemnification and advancement of expenses provided by this Article SIXTEENTH
  shall not be deemed exclusive of any other rights to which a claimant may be
  entitled under any law (common or statutory), by-law, agreement, vote of
  stockholders or disinterested directors or otherwise, both as to action in his
  or her official capacity and as to action in another capacity while holding
  office or while employed by or acting as agent for the Corporation, and shall
  continue as to a person who has ceased to be a director, officer, employee or
  agent of the Corporation, and shall inure to the benefit of the estate, heirs,
  executors and administrators of such person.  All rights to indemnification
  under this Article SIXTEENTH shall be deemed to be a contract between the
  Corporation and each director and officer of the Corporation who serves or
  served in such capacity at any time while this Article SIXTEENTH is in effect.
  Any repeal or modification of this Article SIXTEENTH or any repeal or
  modification of relevant provisions of the General Corporation Law of Delaware
  or any other applicable laws shall not in any way diminish any rights to
  indemnification of such director or officer or the obligations of the
  Corporation arising hereunder with respect to any such action, suit or
  proceeding arising out of, or relating to, any actions, transactions or facts
  occurring prior to the final adoption of such modification or repeal.  For the
  purposes of this Article SIXTEENTH, references to "the Corporation" include
  all constituent corporations absorbed in a consolidation or merger as well as
  the resulting or surviving corporation, so that any person who is or was a
  director or officer of such a constituent corporation or is or was serving at
  the request of such constituent corporation as a director, officer, employee
  or agent of another corporation, partnership, joint venture, trust or other
  enterprise shall stand in the same position under the provisions of this
  Article SIXTEENTH, with respect to the resulting or surviving corporation, as
  he would if he or she had served the resulting or surviving corporation in the
  same capacity.

  E.  Insurance.  The Corporation shall have power to purchase and maintain
  insurance on behalf of any person who is or was or has agreed to become a
  director, officer, employee or agent of the Corporation, or is or was serving
  at the request of the Corporation as a director, officer, employee or agent of
  another corporation, partnership, joint venture, trust or other enterprise
  against any liability asserted against him or her and incurred by him or her
  on his or her behalf in any such capacity, or arising out of his or her status
  as such, whether or not the Corporation would have the power to indemnify him
  or her against such liability under the provisions of this Article SIXTEENTH;
  provided, however, that such insurance is available on acceptable terms, which
  determination shall be made by a vote of a majority of the Board of Directors.

                                      -5-
F.  Savings Clause.  If this Article SIXTEENTH or any portion hereof shall be
  invalidated on any ground by any court of competent jurisdiction, then the
  Corporation shall nevertheless indemnify each person entitled to
  indemnification under the first paragraph of this Article SIXTEENTH as to all
  expense, liability and loss (including attorneys' fees, judgments, fines,
  ERISA excise taxes, penalties and amounts to be paid in settlement) actually
  and reasonably incurred or suffered by such person and for which
  indemnification is available to such person pursuant to this Article SIXTEENTH
  to the full extent permitted by any applicable portion of this Article
  SIXTEENTH that shall not have been invalidated and to the full extent
  permitted by applicable law."

  The Company maintains liability insurance coverage for its officers and
directors which entitles the Company to be reimbursed for certain indemnity
payments it is required or permitted to make to its directors and officers with
respect to actions arising out of the performance of such officer's or
director's duty in his or her capacity as such.

Item 7.  Exemption from Registration Claimed.

  Not Applicable.

Item 8.  Exhibits.

  The following exhibits are filed as part of this Registration Statement:

     4.1  Registrant's Amended and Restated Certificate of Incorporation.
Exhibit 3.1 to the Registrant's Registration Statement on Form S-1 (Reg. No. 33-
61366) is incorporated herein by reference.

     4.2  Registrant's Certificate of Amendment of its Amended and Restated
Certificate of Incorporation.  Exhibit 3 to Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended June 29, 1997 (Comm. File No. 0-21660)
is incorporated herein by reference.

     4.3  Registrant's Restated By-Laws.  Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (Reg. No. 33-61366) is incorporated herein by
reference.

     5.  Opinion of Greenebaum Doll & McDonald PLLC as to the legality of the
securities being registered.

     23.1  Consent of Greenebaum Doll & McDonald PLLC (included in Exhibit 5).

     23.2  Consent of Ernst & Young LLP.

     24.  Powers of Attorney (included on signature page of the Registration
Statement).

   99.  Amendment to Chief Operating Officer Agreement dated October 9, 1997, by
and between the Company and Wade S. Oney.  Exhibit 10.2 to Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended September 29, 1997
(Comm. File No. 0-21660) is incorporated herein by reference.

Item 9.  Undertakings.

  (a) The undersigned Registrant hereby undertakes:

                                      -6-
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

        (i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

        (ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;

       (iii)  To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;

  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this Item 9 do
not apply if the Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in the post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

  (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

  The undersigned Registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security holders that is incorporated by
reference to the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

  Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses incurred or
paid by a director, officer or controlling person of Registrant in the

                                      -7-
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      -8-
SIGNATURES
                                    ----------

  Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Louisville, Commonwealth of Kentucky, on October 29,
1998.

                              PAPA JOHN'S INTERNATIONAL, INC.

                              By: /s/ Charles W. Schnatter
                                  ------------------------
                                 Charles W. Schnatter
                                 Senior Vice President, Secretary 
                                 and General Counsel

                               POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Charles W. Schnatter and E. Drucilla Milby and each of
them such individual's true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for such individual and in his or her
name, place and stead, in any and all capacities, to sign all amendments
(including post-effective amendments) to this Registration Statement and any
registration statement related to the offering contemplated by this Registration
Statement that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission
and any State or other regulatory authority, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

  Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature                Title                                                 Date
     ---------                -----                                                 ----
/s/ John H. Schnatter         Chairman, Chief Executive Officer and            October 29, 1998
---------------------------   Director (Principal Executive Officer)                                            
John H. Schnatter              

/s/ Charles W. Schnatter      Senior Vice President, Secretary,                October 29, 1998
---------------------------   General Counsel and Director                                              
Charles W. Schnatter            

/s/ Blaine E. Hurst           Vice Chairman, President and Director            October 29, 1998
---------------------------                                               
Blaine E. Hurst

/s/ E. Drucilla Milby         Chief Financial Officer and Treasurer            October 29, 1998
---------------------------   (Principal Financial Officer)               
E. Drucilla Milby
-9-
/s/ J. David Flanery            Vice President and Corporate Controller          October 29, 1998
---------------------------     (Principal Accounting Officer)
J. David Flanery              

/s/ O. Wayne Gaunce             Director                                         October 29, 1998
---------------------------                                                
O. Wayne Gaunce

/s/ Jack A. Laughery            Director                                         October 29, 1998
---------------------------                                                
Jack A. Laughery

/s/ Michael W. Pierce           Director                                         October 29, 1998
---------------------------                                                  
Michael W. Pierce

/s/ Richard F. Sherman          Director                                         October 29, 1998
---------------------------                                                  
Richard F. Sherman
-10-