As filed with the Securities and Exchange Commission on June 24, 1998
                                                      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


                        1998 EMPLOYEE STOCK PURCHASE PLAN


                              GARY P. KREIDER, ESQ.
                           KEATING, MUETHING & KLEKAMP
                             ONE EAST FOURTH STREET
                             CINCINNATI, OHIO 45202
                              PHONE: (513) 579-6411
                            FACSIMILE (513) 579-6956
--------------------------------------------------------------------------------
                         (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      500,000 Shares       $22.875     $11,437,500      $3,375
================================================================================

(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 June 22, 1998
     of $22.875 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
"Registrant"),  with the  Securities and Exchange  Commission  are  incorporated
herein by reference and made a part hereof:

     1.   Annual Report on Form 10-K for the year ended December 31, 1997.

     2.   Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.

     3.   Current Report on Form 8-K dated February 12, 1998, as amended.

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

     All  reports  and  other  documents  subsequently  filed by the  Registrant
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
Registrant 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 Registrant's Common Stock.




<PAGE>



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              1998 Employee Stock Purchase 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)


ITEM 9. UNDERTAKINGS

     9.1 The 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;



<PAGE>



          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.
               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 paragraphs (1) and (2) 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  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


<PAGE>



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 June 22, 1998

                                             KENDLE INTERNATIONAL INC.


                                             By: /s/Candace K. Bryan
                                                -------------------------------
                                                 Candace K. 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 K. Bryan   
---------------------------   Chairman of the Board and Chief      June 22, 1998
Candace K. Bryan              Executive Officer (Principal
                              Executive Officer)

* /s/Christopher C. Bergen 
---------------------------   President, Chief Operating Officer,  June 22, 1998
Christopher C. Bergen         Secretary and Director


* /s/Timothy M. Mooney     
---------------------------   Vice President- Finance, Chief       June 22, 1998
Timothy M. Mooney             Financial Officer, Treasurer,
                              Assistant Secretary (principal
                              financial officer and principal
                              accounting officer) and Director

* /s/Phillip E. Beckman    
---------------------------   Director                             June 22, 1998
Philip E. Beekman



* /s/Charles A. Sanders    
---------------------------   Director                             June 22, 1998
Charles A. Sanders
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 12685}]
{"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": "333-57577", "film-number": "98653271"}, "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 June 24, 1998
                                                      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

                        1998 EMPLOYEE STOCK PURCHASE PLAN

                              GARY P. KREIDER, ESQ.
                           KEATING, MUETHING & KLEKAMP
                             ONE EAST FOURTH STREET
                             CINCINNATI, OHIO 45202
                              PHONE: (513) 579-6411
                            FACSIMILE (513) 579-6956
--------------------------------------------------------------------------------
                         (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      500,000 Shares       $22.875     $11,437,500      $3,375
================================================================================

(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 June 22, 1998
     of $22.875 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
"Registrant"),  with the  Securities and Exchange  Commission  are  incorporated
herein by reference and made a part hereof:

     1.   Annual Report on Form 10-K for the year ended December 31, 1997.

     2.   Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.

     3.   Current Report on Form 8-K dated February 12, 1998, as amended.

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

     All  reports  and  other  documents  subsequently  filed by the  Registrant
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
Registrant 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 Registrant'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              1998 Employee Stock Purchase 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)

ITEM 9. UNDERTAKINGS

     9.1 The 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 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.
               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 paragraphs (1) and (2) 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  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 June 22, 1998

                                             KENDLE INTERNATIONAL INC.

                                             By: /s/Candace K. Bryan
                                                -------------------------------
                                                 Candace K. 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 K. Bryan   
---------------------------   Chairman of the Board and Chief      June 22, 1998
Candace K. Bryan              Executive Officer (Principal
                              Executive Officer)

* /s/Christopher C. Bergen 
---------------------------   President, Chief Operating Officer,  June 22, 1998
Christopher C. Bergen         Secretary and Director

* /s/Timothy M. Mooney     
---------------------------   Vice President- Finance, Chief       June 22, 1998
Timothy M. Mooney             Financial Officer, Treasurer,
                              Assistant Secretary (principal
                              financial officer and principal
                              accounting officer) and Director

* /s/Phillip E. Beckman    
---------------------------   Director                             June 22, 1998
Philip E. Beekman

* /s/Charles A. Sanders    
---------------------------   Director                             June 22, 1998
Charles A. Sanders