As filed with the Securities and Exchange Commission on August 22, 1997.
                                                  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


              1995 AND 1997 STOCK OPTION AND STOCK INCENTIVE PLANS


                              Gary P. Kreider, Esq.
                           Keating, Muething & Klekamp
                             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 Be           Price      Offering     Registration
 To Be Registered       Registered     Per Share(1)   Price(1)        Fee(2)
-------------------  ----------------  ------------   ---------    -------------
   Common Stock,
   No par value      1,743,907 Shares     $14.00     $24,414,698      $7,399
--------------------------------------------------------------------------------

(1)  Estimated to calculate  registration  fee. 
(2)  Calculated pursuant to Rule 457(h) based on the average of the high and low
     prices of the Common Stock on the Nasdaq National Market on August 21, 1997
     of $14 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.  (the
"Company"),  with the Securities and Exchange Commission are incorporated herein
by reference and made a part hereof:

     1.   Prospectus  dated August 22, 1997 filed  pursuant to Rule 424(b) under
          the Securities Act of 1933.

        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.,  1800 Provident Tower, One
East Fourth Street,  Cincinnati,  Ohio 45202.  Attorneys of Keating,  Muething &
Klekamp own 6,000 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


<PAGE>

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  Code  of
Regulations extends such indemnification.


Item 7. Exemption from Registration Claimed

        Not Applicable.


Item 8. Exhibits*


  Exhibit 4.1            1995 Stock Option and Stock Incentive Plan
  Exhibit 4.2            1997 Stock Option and Stock Incentive Plan
  Exhibit 5              Opinion of Keating, Muething & Klekamp, P.L.L.
  Exhibit 23.1           Consent of Coopers & Lybrand L.L.P.
  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 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.

     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.


<PAGE>

     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 August 22, 1997.

                                                   KENDLE INTERNATIONAL INC.


                                                   By:/S/ Candace Kendle Bryan
                                                      --------------------------
                                                      Candace Kendle Bryan
                                                      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 Bryan or Timothy M. Mooney as
their  attorney-in-fact  to sign all  amendments,  including any  post-effective
amend ments, to this Registration Statement.


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


*/S/ Candace Kendle Bryan       Chairman of the Board and       August 22,1997
---------------------------     Chief Executive Officer 
Candace Kendle Bryan            Principal Executive Officer)
                            

*/S/ Christopher C. Bergen      President, Chief Operating      August 22,1997
---------------------------     Officer, Secretary  
Christopher C. Bergen           and Director

*/S/ Timothy M. Mooney          Vice President- Finance,        August 22,1997
---------------------------     Chief Financial Officer, 
Timothy M. Mooney               Treasurer, Assistant 
                                Secretary (principal
                                financial officer and 
                                principal accounting 
                                officer) and Director

*                           
---------------------------     Director                        August 22,1997
Philip E. Beekman

*                           
---------------------------     Director                        August 22,1997
Charles A. Sanders
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR KENDLE INTERNATIONAL INC.", "secsgml_size_bytes": 10902}]
{"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": "333-34261", "film-number": "97668712"}, "business-address": {"street1": "700 CAREW TOWER", "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 August 22, 1997.
                                                  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

              1995 AND 1997 STOCK OPTION AND STOCK INCENTIVE PLANS

                              Gary P. Kreider, Esq.
                           Keating, Muething & Klekamp
                             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 Be           Price      Offering     Registration
 To Be Registered       Registered     Per Share(1)   Price(1)        Fee(2)
-------------------  ----------------  ------------   ---------    -------------
   Common Stock,
   No par value      1,743,907 Shares     $14.00     $24,414,698      $7,399
--------------------------------------------------------------------------------

(1)  Estimated to calculate  registration  fee. 
(2)  Calculated pursuant to Rule 457(h) based on the average of the high and low
     prices of the Common Stock on the Nasdaq National Market on August 21, 1997
     of $14 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.  (the
"Company"),  with the Securities and Exchange Commission are incorporated herein
by reference and made a part hereof:

     1.   Prospectus  dated August 22, 1997 filed  pursuant to Rule 424(b) under
          the Securities Act of 1933.

        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.,  1800 Provident Tower, One
East Fourth Street,  Cincinnati,  Ohio 45202.  Attorneys of Keating,  Muething &
Klekamp own 6,000 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  Code  of
Regulations extends such indemnification.

Item 7. Exemption from Registration Claimed

        Not Applicable.

Item 8. Exhibits*

  Exhibit 4.1            1995 Stock Option and Stock Incentive Plan
  Exhibit 4.2            1997 Stock Option and Stock Incentive Plan
  Exhibit 5              Opinion of Keating, Muething & Klekamp, P.L.L.
  Exhibit 23.1           Consent of Coopers & Lybrand L.L.P.
  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 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.

     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 August 22, 1997.

                                                   KENDLE INTERNATIONAL INC.

                                                   By:/S/ Candace Kendle Bryan
                                                      --------------------------
                                                      Candace Kendle Bryan
                                                      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 Bryan or Timothy M. Mooney as
their  attorney-in-fact  to sign all  amendments,  including any  post-effective
amend ments, to this Registration Statement.

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

*/S/ Candace Kendle Bryan       Chairman of the Board and       August 22,1997
---------------------------     Chief Executive Officer 
Candace Kendle Bryan            Principal Executive Officer)
                            

*/S/ Christopher C. Bergen      President, Chief Operating      August 22,1997
---------------------------     Officer, Secretary  
Christopher C. Bergen           and Director

*/S/ Timothy M. Mooney          Vice President- Finance,        August 22,1997
---------------------------     Chief Financial Officer, 
Timothy M. Mooney               Treasurer, Assistant 
                                Secretary (principal
                                financial officer and 
                                principal accounting 
                                officer) and Director

*                           
---------------------------     Director                        August 22,1997
Philip E. Beekman

*                           
---------------------------     Director                        August 22,1997
Charles A. Sanders