As filed with the Securities and Exchange Commission on April 1, 1999.
                                                       Registration No. 333-____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


 Incorporated               KENDLE INTERNATIONAL INC.           I.R.S. Employer
Under the Laws             441 VINE STREET, SUITE 700         Identification No.
 of Ohio                     CINCINNATI, OHIO 45202                31-1274091
                                (513) 771-8221


                        1997 DIRECTORS' COMPENSATION PLAN




                              Gary P. Kreider, Esq.
                       Keating, Muething & Klekamp, P.L.L.
                             One East Fourth Street
                             Cincinnati, Ohio 45202
                                 (513) 579-6411
                         (Agent for Service of Process)

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                       Proposed       Proposed
                                       Maximum        Maximum
   Title of             Amount         Offering       Aggregate      Amount of
Securities To           To Be           Price         Offering     Registration
Be Registered       Registered(1)    Per Share(2)     Price(2)         Fee(3)
--------------     ---------------   ------------    ------------  -------------
 Common Stock,
 No par value      14,198 Shares       $18.22        $258,687.56      $71.92
--------------------------------------------------------------------------------

(1)  This  Registration  Statement  is filed  for up to 14,198  shares,  granted
     pursuant to the 1997 Directors' Compensation Plan.

(2)  Estimated to calculate registration fee.

(3)  Calculated pursuant to Rule 457(h) based on the average of the high and low
     prices of the Common  Stock on the Nasdaq Stock Market on March 26, 1999 of
     $18.22 per share.


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The  following  documents  filed by  Kendle  International  Inc.,  with the
Securities and Exchange Commission are incorporated herein by reference and made
a part hereof:

     1.   The Company's Annual Report included by reference on Form 10-K for the
          year ended December 31, 1998.

     2.   The  description  of the Common Stock  contained  in the  Registration
          Statement  on Form 8-A filed by the  Company  with the  Commission  on
          August 22, 1997.

     All reports and other documents  subsequently filed by the Company pursuant
to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
Common Stock  offered has been sold or which  deregisters  all Common Stock 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  such
documents.


Item 4.  Description of Securities

     Not Applicable.


Item 5.  Interests of Named Experts and Counsel

     The legality of the Common Stock offered hereby will be passed upon for the
Company by Keating,  Muething & Klekamp,  P.L.L., 1400 Provident Tower, One East
Fourth Street, Cincinnati, Ohio 45202. Attorneys of Keating, Muething & Klekamp,
P.L.L.  participating  in matters  relating  to this Form S-8 own  approximately
6,450 shares of the Company's Common Stock.


Item 6.  Indemnification of Directors and Officers

     Ohio  Revised  Code,  Section  1701.13(E),  allows  indemnification  by the
registrant  to  any  person  made  or  threatened  to be  made  a  party  to any
proceedings,  other than a proceeding by or in the right of the  registrant,  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the registrant,  against expenses,  including judgment and fines, if he acted in
good faith and in a manner  reasonably  believed  to be in or not opposed to the
best interests of the registrant and, with respect to criminal actions, in which
he had no  reasonable  cause to believe that his conduct was  unlawful.  Similar
provisions apply to actions brought by or in the right of the registrant, except

<PAGE>


that no  indemnification  shall be made in such cases when the person shall have
been adjudged to be liable for negligence or misconduct to the registrant unless
deemed otherwise by the court.  Indemnification is to be made by a majority vote
of a quorum of  disinterested  directors or the written  opinion of  independent
counsel or by the  shareholders or by the court.  The  registrant's  Amended and
Restated Code of Regulations  extends such  indemnification,  and the registrant
also has indemnification agreements with individual officers and directors.

Item 7.  Exemption from Registration Claimed

     Not Applicable.

Item 8.  Exhibits*

  Exhibit 4        1997 Directors' Compensation Plan (incorporated by reference
                   to the Company's Form 10-K filed March 31, 1999)
  Exhibit 5        Opinion of Keating, Muething & Klekamp, P.L.L.
  Exhibit 23.1     Consent of PricewaterhouseCoopers LLP
  Exhibit 23.2     Consent of Keating, Muething & Klekamp, P.L.L. 
                   (included in Exhibit 5)
  Exhibit 24       Power of Attorney (contained on the signature page)
-----------------
*All Exhibits filed herewith

Item 9.  Undertakings

     9.1 The undersigned  registrant hereby undertakes 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 this 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
this  Registration  Statement.  Notwithstanding  the foregoing,  any increase or
decrease  in  volume  of  securities  offered  (if the  total  dollar  value  of
securities offered would not exceed that which was registered) and any deviation
from  the  low or  high  end of the  estimated  maximum  offering  range  may be
reflected in the form of prospectus  filed with the Commission  pursuant to Rule
424(b) if, in the aggregate,  the changes in volume and price  represent no more
than a 20%  change  in the  maximum  aggregate  offering  price set forth in the
"Calculation of Registration Fee" table in the effective 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 (i) and (ii) above do not apply if the information required to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic  reports filed with or furnished to the  Commission  by the  registrant
pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934
that are incorporated by reference in the Registration Statement.

<PAGE>



     9.2 The undersigned  registrant  hereby undertakes 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.

     9.3  The   undersigned   registrant   hereby   undertakes  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.

     9.4 The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 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.

     9.5 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,  the
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 the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the 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.



<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 of 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 Cincinnati, Ohio, on April 1, 1999.

                                               KENDLE INTERNATIONAL INC.


                                               By: /s/ Candace Kendle
                                                  ------------------------------
                                                  Candace Kendle
                                                  Chairman of the Board and
                                                  Chief Executive Officer

     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.  Persons whose names are marked with an
asterisk (*) below hereby designate Candace Kendle or Timothy M. Mooney as their
attorney-in-fact   to  sign  all   amendments,   including  any   post-effective
amendments, to this Registration Statement.

       Signature                          Capacity                    Date
       ---------                          --------                    ----

*/s/ Candace Kendle            
--------------------------      Chairman of the Board and
  Candace Kendle                Chief Executive Officer 
                                (Principal  Executive Officer)     April 1, 1999

*/s/ Christopher C. Bergen
--------------------------      President, Chief Operating 
  Christopher C. Bergen         Officer, Secretary and 
                                Director                           April 1, 1999

*/s/Timothy M. Mooney
--------------------------
  Timothy M. Mooney             Vice President-Finance, Chief 
                                Financial Officer, Treasurer, 
                                Assistant Secretary (principal
                                financial officer and principal
                                accounting officer) and Director   April 1, 1999


---------------------------     Director                           April _, 1999
  Philip E. Beekman

*/s/ Charles A. Sanders  
  -------------------------     Director                           April 1, 1999
  Charles A. Sanders



---------------------------
  Robert R. Buck                Director                           April _, 1999



---------------------------     Director                           April _, 1999
  Mary Beth Price
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR KENDLE 1997 DIRECTORS' COMPENSATION PLAN", "secsgml_size_bytes": 13065}]
{"company-data": {"conformed-name": "KENDLE INTERNATIONAL INC", "cik": "0001039151", "assigned-sic": "8731", "irs-number": "311274091", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75479", "film-number": "99585465"}, "business-address": {"street1": "441 VINE ST", "street2": "STE 700", "city": "CINCINNATI", "state": "OH", "zip": "45202", "phone": "5137631414"}, "mail-address": {"street1": "700 CAREW TOWER", "city": "CINCINNATI", "state": "OH", "zip": "45202"}}
As filed with the Securities and Exchange Commission on April 1, 1999.
                                                       Registration No. 333-____
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

 Incorporated               KENDLE INTERNATIONAL INC.           I.R.S. Employer
Under the Laws             441 VINE STREET, SUITE 700         Identification No.
 of Ohio                     CINCINNATI, OHIO 45202                31-1274091
                                (513) 771-8221

                        1997 DIRECTORS' COMPENSATION PLAN

                              Gary P. Kreider, Esq.
                       Keating, Muething & Klekamp, P.L.L.
                             One East Fourth Street
                             Cincinnati, Ohio 45202
                                 (513) 579-6411
                         (Agent for Service of Process)

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                       Proposed       Proposed
                                       Maximum        Maximum
   Title of             Amount         Offering       Aggregate      Amount of
Securities To           To Be           Price         Offering     Registration
Be Registered       Registered(1)    Per Share(2)     Price(2)         Fee(3)
--------------     ---------------   ------------    ------------  -------------
 Common Stock,
 No par value      14,198 Shares       $18.22        $258,687.56      $71.92
--------------------------------------------------------------------------------

(1)  This  Registration  Statement  is filed  for up to 14,198  shares,  granted
     pursuant to the 1997 Directors' Compensation Plan.

(2)  Estimated to calculate registration fee.

(3)  Calculated pursuant to Rule 457(h) based on the average of the high and low
     prices of the Common  Stock on the Nasdaq Stock Market on March 26, 1999 of
     $18.22 per share.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The  following  documents  filed by  Kendle  International  Inc.,  with the
Securities and Exchange Commission are incorporated herein by reference and made
a part hereof:

     1.   The Company's Annual Report included by reference on Form 10-K for the
          year ended December 31, 1998.

     2.   The  description  of the Common Stock  contained  in the  Registration
          Statement  on Form 8-A filed by the  Company  with the  Commission  on
          August 22, 1997.

     All reports and other documents  subsequently filed by the Company pursuant
to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
Common Stock  offered has been sold or which  deregisters  all Common Stock 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  such
documents.

Item 4.  Description of Securities

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel

     The legality of the Common Stock offered hereby will be passed upon for the
Company by Keating,  Muething & Klekamp,  P.L.L., 1400 Provident Tower, One East
Fourth Street, Cincinnati, Ohio 45202. Attorneys of Keating, Muething & Klekamp,
P.L.L.  participating  in matters  relating  to this Form S-8 own  approximately
6,450 shares of the Company's Common Stock.

Item 6.  Indemnification of Directors and Officers

     Ohio  Revised  Code,  Section  1701.13(E),  allows  indemnification  by the
registrant  to  any  person  made  or  threatened  to be  made  a  party  to any
proceedings,  other than a proceeding by or in the right of the  registrant,  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the registrant,  against expenses,  including judgment and fines, if he acted in
good faith and in a manner  reasonably  believed  to be in or not opposed to the
best interests of the registrant and, with respect to criminal actions, in which
he had no  reasonable  cause to believe that his conduct was  unlawful.  Similar
provisions apply to actions brought by or in the right of the registrant, except
that no  indemnification  shall be made in such cases when the person shall have
been adjudged to be liable for negligence or misconduct to the registrant unless
deemed otherwise by the court.  Indemnification is to be made by a majority vote
of a quorum of  disinterested  directors or the written  opinion of  independent
counsel or by the  shareholders or by the court.  The  registrant's  Amended and
Restated Code of Regulations  extends such  indemnification,  and the registrant
also has indemnification agreements with individual officers and directors.

Item 7.  Exemption from Registration Claimed

     Not Applicable.

Item 8.  Exhibits*

  Exhibit 4        1997 Directors' Compensation Plan (incorporated by reference
                   to the Company's Form 10-K filed March 31, 1999)
  Exhibit 5        Opinion of Keating, Muething & Klekamp, P.L.L.
  Exhibit 23.1     Consent of PricewaterhouseCoopers LLP
  Exhibit 23.2     Consent of Keating, Muething & Klekamp, P.L.L. 
                   (included in Exhibit 5)
  Exhibit 24       Power of Attorney (contained on the signature page)
-----------------
*All Exhibits filed herewith

Item 9.  Undertakings

     9.1 The undersigned  registrant hereby undertakes 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 this 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
this  Registration  Statement.  Notwithstanding  the foregoing,  any increase or
decrease  in  volume  of  securities  offered  (if the  total  dollar  value  of
securities offered would not exceed that which was registered) and any deviation
from  the  low or  high  end of the  estimated  maximum  offering  range  may be
reflected in the form of prospectus  filed with the Commission  pursuant to Rule
424(b) if, in the aggregate,  the changes in volume and price  represent no more
than a 20%  change  in the  maximum  aggregate  offering  price set forth in the
"Calculation of Registration Fee" table in the effective 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 (i) and (ii) above do not apply if the information required to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic  reports filed with or furnished to the  Commission  by the  registrant
pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
9.2 The undersigned  registrant  hereby undertakes 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.

     9.3  The   undersigned   registrant   hereby   undertakes  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.

     9.4 The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 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.

     9.5 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,  the
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 the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the 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.
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 of 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 Cincinnati, Ohio, on April 1, 1999.

                                               KENDLE INTERNATIONAL INC.

                                               By: /s/ Candace Kendle
                                                  ------------------------------
                                                  Candace Kendle
                                                  Chairman of the Board and
                                                  Chief Executive Officer

     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.  Persons whose names are marked with an
asterisk (*) below hereby designate Candace Kendle or Timothy M. Mooney as their
attorney-in-fact   to  sign  all   amendments,   including  any   post-effective
amendments, to this Registration Statement.

       Signature                          Capacity                    Date
       ---------                          --------                    ----

*/s/ Candace Kendle            
--------------------------      Chairman of the Board and
  Candace Kendle                Chief Executive Officer 
                                (Principal  Executive Officer)     April 1, 1999

*/s/ Christopher C. Bergen
--------------------------      President, Chief Operating 
  Christopher C. Bergen         Officer, Secretary and 
                                Director                           April 1, 1999

*/s/Timothy M. Mooney
--------------------------
  Timothy M. Mooney             Vice President-Finance, Chief 
                                Financial Officer, Treasurer, 
                                Assistant Secretary (principal
                                financial officer and principal
                                accounting officer) and Director   April 1, 1999

---------------------------     Director                           April _, 1999
  Philip E. Beekman

*/s/ Charles A. Sanders  
  -------------------------     Director                           April 1, 1999
  Charles A. Sanders

---------------------------
  Robert R. Buck                Director                           April _, 1999

---------------------------     Director                           April _, 1999
  Mary Beth Price