As filed with the Securities and Exchange Commission on November 10, 1994.
                                              Registration No. 33-______


                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549
                                 
                             FORM S-8
                                 
                   REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1933
                                 
                       NPC INTERNATIONAL, INC.
      (Exact name of registrant as specified in its charter)
                                 
            Kansas                                 48-0817298
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                Identification number)

           720 W. 20th Street, Pittsburg, Kansas,  66762
             (Address of Principal Executive Offices)
                                 
               1994 NON-QUALIFIED STOCK OPTION PLAN
                     (Full title of the plan)
                                 
                         James K. Schwartz
        Vice President Finance and Chief Financial Officer
           720 W. 20th Street, Pittsburg, Kansas  66762
              (Name and address of agent for service)
                                 
                        (316) 231-3390
   (Telephone number, including area code, of agent for service)
                                 
                                 
                 Calculation of Registration Fee
                                           Proposed     Proposed
                                            Maximum      Maximum     Amount
                               Amount      Offering    Aggregate       of
Title of Securities            to be      Price per     Offering  Registration
to be Registered           Registered(1)   Share(2)     Price(2)       Fee

Class A Common Stock,
par value $.01 per share     1,145,725      $6-1/2    $7,447,213    $2,568.00

Class B Common Stock,
par value $.01 per share     1,645,725    $5-11/16    $9,360,061    $3,227.61

(1)  The  number of shares of Common Stock set forth is the maximum
  aggregate  number  of  shares that is anticipated  to  be  issued
  under  the Plan during the term thereof.  Such additional  number
  of  shares of Common Stock are hereby registered pursuant to Rule
  416(a)  as may become available for issuance under the  terms  of
  the  Plan  to  give effect to stock splits, stock  dividends  and
  similar transactions.

(2)     Estimated  solely  for  the  purpose  of  calculating   the
  registration  fee  pursuant  to Rule  457  (h),  based  upon  the
  average  of the high and low prices of the registrant's  Class  A
  Common  Stock and Class B Common Stock as reported on the  NASDAQ
  National Market System on November 8, 1994.

Page 1 of 9 pages. Exhibit Index on page 7



                              PART II
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                 
ITEM 3. DOCUMENTS INCORPORATED BY REFERENCE

The following documents of NPC International, Inc. are incorporated
herein by reference:

     (i)   The Company's Annual Report on Form 10-K for the
           fiscal year ended March 29, 1994.
     
     (ii)  The Company's Quarterly Reports on Form 10-Q for the
           fiscal quarters ended June 28, 1994 and September 27, 1994.
     
     (iii) The Company's Proxy Statement and Notice of Annual
           Meeting of Stockholders held on July 12, 1994.
     
     (iv)  The Company's Current Report filed on Form 8-K dated
           October 4, 1994.
     
     (v)   The description of the Company's Common Stock (now
           Class A Common Stock) contained in the Company's
           Registration Statement on Form 8 dated November 19,
           1984, as amended by the Company's Form 8 dated July 31, 1991.
     
     (vi)  The description of the Company's Class B Common Stock
           contained in the Company's Registration Statement on
           Form 8-A dated July 31, 1991, as amended by the
           Company's Form 8 dated July 31, 1991.


In addition to the foregoing, all 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 indicating that all of the securities offered
hereunder have been sold or deregistering 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 in this registration statement
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 subsequently filed document that is also
incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this registration statement.


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 17-6305 of the Kansas General Corporation Code provides for
the indemnification of officers and directors (and others) under
certain circumstances against expenses incurred in successfully
defending against a claim and authorizes Kansas corporations to
indemnify their officers and directors under certain circumstances
against expenses and liabilities incurred in legal proceedings
involving such persons because of their being or having been an
officer or director.

The indemnification of directors and officers is provided for by
Article NINTH of the Restated Articles of Incorporation and Article
VI of the Bylaws of the Company, which provide in substance that,
to the fullest extent permitted by law, each director and officer
shall be indemnified by the Company against reasonable costs and
expenses, including attorney's fees, and any liabilities which he
may incur in connection with any action to which he may be made a
party by reason of his being or having been a director or officer
of the Company.  This indemnification provided by the Company's
Restated Articles of Incorporation and Bylaws is not deemed
exclusive of or intended in any way to limit any other rights to
which any person seeking indemnification may be entitled.

The Company has obtained insurance to protect itself and its
directors and officers against expense or loss arising from any
action, suit or proceeding brought by reason of the fact that any
person is a director or officer of the Company.  Insofar as
indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the
Company, pursuant to the terms of the Company's Restated Articles
of Incorporation, Bylaws, and insurance policies, the Company has
been informed that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as
expressed in the Securities Act of 1933 and is therefore
unenforceable.


ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable


ITEM 8. EXHIBITS

Exhibit
Number    Exhibit


 4.1      Restated Articles of Incorporation of National Pizza
          Company dated March 15, 1984

 4.2      Certificate of Reduction of Capital of National Pizza
          Company dated June 21,1984

 4.3      Amendment to Articles of Incorporation of National Pizza
          Company dated August 7, 1986

 4.4      Amendment to Restated Articles of Incorporation of
          National Pizza Company dated July 31, 1987

 4.5      Certificate of Change of Location of Registered Office
          of National Pizza Company dated October 20, 1987

 5.1      Opinion of Shook, Hardy & Bacon

23.1      Consent of Ernst & Young, L.L.P.

23.2      Consent  of Shook, Hardy & Bacon (contained in Exhibit 5.1)

24.1      Power of Attorney (contained on signature page hereto)

99.1      National Pizza Company 1994 Non-Qualified Stock Option Plan


ITEM 9. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(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 dates 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
(1)(i) and (1)(ii) do not apply if the registration statement is on
Form S-3 or Form S-8, and the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or
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 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.

(h) 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
Securities Act of 1933 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 of the
registrant 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 Securities Act
of 1933 and will be governed by the final adjudication of such issue.


                            SIGNATURES

THE REGISTRANT. 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 the
City of Pittsburg, State of Kansas, on November 9, 1994.

                             NPC INTERNATIONAL, INC.


                             By: James K. Schwartz
                                 Vice President Finance and
                                 Chief Financial Officer


                         POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James K. Schwartz and David
G. Short his true and lawful attorneys-in-fact and agents, each
acting alone, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration
Statement, including post-effective amendments, and to file the
same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, 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 and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in
person, and hereby ratifies and confirms all that said attorneys-in-
fact and agents, each acting alone, 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 date indicated.

Signature                          Title                  Date

O. Gene Bicknell      Chairman of the Board           November 9, 1994


Gordon W. Elliott     Director                        November 9, 1994


J. Mitchell Boyd      President and                   November 9, 1994
                      Chief Executive Officer       
                      (Principal Executive Officer)


James K. Schwartz     Vice President Finance          November 9, 1994
                      Chief Financial Officer
                      (Principal Financial Officer)


David G. Short        Secretary                       November 9, 1994


Douglas K. Stuckey    Chief Accounting Officer        November 9, 1994
                      (Principal Accounting Officer)

Fran D. Jabara        Director                        November 9, 1994


Robert E. Cressler    Director                        November 9, 1994


John W. Carlin        Director                        November 9, 1994


<TABLE>
                           EXHIBIT INDEX
<CAPTION>
                                             Page Number or
Exhibit                                      Incorporation by
Number    Exhibit                            Reference to
<S>       <C>                                <C>

  4.1     Restated  Articles  of              Incorporated  by reference
          Incorporation  of National          to Exhibit  3(a)  to Form
          Pizza  Company  dated               S-1  Registration Statement
          March 15, 1984                      effective August  14,1984
                                              File #2-91885

  4.2     Certificate  of  Reduction          Incorporated  by reference
          of Capital of National              to Exhibit 4.2 of Form S-8
          Pizza Company dated                 filed January 31, 1992
          June 21,1984

  4.3     Amendment to Articles of            Amended  by  Form  8 filed
          Incorporation of National           May 30, 1991
          Pizza Company dated
          August 7, 1986

  4.4     Amendment to Restated Articles      Amended  by  Form  8 filed
          of Incorporation of National        May 30, 1991
          Pizza Company dated
          July 31, 1987

  4.5     Certificate  of  Change  of         Incorporated  by refernce
          Location of Registered Office       to Exhibit 4.5 of Form S-8
          of National Pizza Company           filed January 31, 1992
          dated October 20, 1987

  5.1     Opinion of Shook, Hardy & Bacon     Page 8 to Form S-8
                                              filed  November 10, 1994

 23.1     Consent of Ernst & Young, L.L.P.    Page 9 to Form S-8
                                              filed  November 10, 1994

 23.2     Consent of Shook, Hardy & Bacon     Page 8 to Form S-8
          (contained in Exhibit 5.1)          filed November 10, 1994

 24.1     Power of Attorney (contained on     Page 6 to Form S-8
          signature page hereto)              filed November 10, 1994

 99.1     National Pizza Company 1994         Exhibit A to Proxy
          Non-Qualified Stock Option Plan     Statement dated July 12, 1994

</TABLE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16927}]
{"company-data": {"conformed-name": "NPC INTERNATIONAL INC", "cik": "0000748714", "assigned-sic": "5812", "irs-number": "480817298", "state-of-incorporation": "KS", "fiscal-year-end": "0327"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56399", "film-number": "94558493"}, "business-address": {"street1": "720 W. 20TH STREET", "city": "PITTSBURG", "state": "KS", "zip": "66762-2860", "phone": "3162313390"}, "mail-address": {"street1": "720 W. 20TH STREET", "street2": "P.O. BOX 643", "city": "PITTSBURG", "state": "KS", "zip": "66762-0643"}, "former-company": {"former-conformed-name": "NATIONAL PIZZA CO/KS", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on November 10, 1994.
                                              Registration No. 33-______

                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549
                                 
                             FORM S-8
                                 
                   REGISTRATION STATEMENT UNDER
                    THE SECURITIES ACT OF 1933
                                 
                       NPC INTERNATIONAL, INC.
      (Exact name of registrant as specified in its charter)
                                 
            Kansas                                 48-0817298
(State or other jurisdiction of                  (I.R.S. Employer
incorporation or organization)                Identification number)

           720 W. 20th Street, Pittsburg, Kansas,  66762
             (Address of Principal Executive Offices)
                                 
               1994 NON-QUALIFIED STOCK OPTION PLAN
                     (Full title of the plan)
                                 
                         James K. Schwartz
        Vice President Finance and Chief Financial Officer
           720 W. 20th Street, Pittsburg, Kansas  66762
              (Name and address of agent for service)
                                 
                        (316) 231-3390
   (Telephone number, including area code, of agent for service)
                                 
                                 
                 Calculation of Registration Fee
                                           Proposed     Proposed
                                            Maximum      Maximum     Amount
                               Amount      Offering    Aggregate       of
Title of Securities            to be      Price per     Offering  Registration
to be Registered           Registered(1)   Share(2)     Price(2)       Fee

Class A Common Stock,
par value $.01 per share     1,145,725      $6-1/2    $7,447,213    $2,568.00

Class B Common Stock,
par value $.01 per share     1,645,725    $5-11/16    $9,360,061    $3,227.61

(1)  The  number of shares of Common Stock set forth is the maximum
  aggregate  number  of  shares that is anticipated  to  be  issued
  under  the Plan during the term thereof.  Such additional  number
  of  shares of Common Stock are hereby registered pursuant to Rule
  416(a)  as may become available for issuance under the  terms  of
  the  Plan  to  give effect to stock splits, stock  dividends  and
  similar transactions.

(2)     Estimated  solely  for  the  purpose  of  calculating   the
  registration  fee  pursuant  to Rule  457  (h),  based  upon  the
  average  of the high and low prices of the registrant's  Class  A
  Common  Stock and Class B Common Stock as reported on the  NASDAQ
  National Market System on November 8, 1994.

Page 1 of 9 pages. Exhibit Index on page 7

                              PART II
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
                                 
ITEM 3. DOCUMENTS INCORPORATED BY REFERENCE

The following documents of NPC International, Inc. are incorporated
herein by reference:

     (i)   The Company's Annual Report on Form 10-K for the
           fiscal year ended March 29, 1994.
     
     (ii)  The Company's Quarterly Reports on Form 10-Q for the
           fiscal quarters ended June 28, 1994 and September 27, 1994.
     
     (iii) The Company's Proxy Statement and Notice of Annual
           Meeting of Stockholders held on July 12, 1994.
     
     (iv)  The Company's Current Report filed on Form 8-K dated
           October 4, 1994.
     
     (v)   The description of the Company's Common Stock (now
           Class A Common Stock) contained in the Company's
           Registration Statement on Form 8 dated November 19,
           1984, as amended by the Company's Form 8 dated July 31, 1991.
     
     (vi)  The description of the Company's Class B Common Stock
           contained in the Company's Registration Statement on
           Form 8-A dated July 31, 1991, as amended by the
           Company's Form 8 dated July 31, 1991.

In addition to the foregoing, all 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 indicating that all of the securities offered
hereunder have been sold or deregistering 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 in this registration statement
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 subsequently filed document that is also
incorporated by reference herein modifies or supersedes such
statement.  Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this registration statement.

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 17-6305 of the Kansas General Corporation Code provides for
the indemnification of officers and directors (and others) under
certain circumstances against expenses incurred in successfully
defending against a claim and authorizes Kansas corporations to
indemnify their officers and directors under certain circumstances
against expenses and liabilities incurred in legal proceedings
involving such persons because of their being or having been an
officer or director.

The indemnification of directors and officers is provided for by
Article NINTH of the Restated Articles of Incorporation and Article
VI of the Bylaws of the Company, which provide in substance that,
to the fullest extent permitted by law, each director and officer
shall be indemnified by the Company against reasonable costs and
expenses, including attorney's fees, and any liabilities which he
may incur in connection with any action to which he may be made a
party by reason of his being or having been a director or officer
of the Company.  This indemnification provided by the Company's
Restated Articles of Incorporation and Bylaws is not deemed
exclusive of or intended in any way to limit any other rights to
which any person seeking indemnification may be entitled.

The Company has obtained insurance to protect itself and its
directors and officers against expense or loss arising from any
action, suit or proceeding brought by reason of the fact that any
person is a director or officer of the Company.  Insofar as
indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the
Company, pursuant to the terms of the Company's Restated Articles
of Incorporation, Bylaws, and insurance policies, the Company has
been informed that in the opinion of the Securities and Exchange
Commission, such indemnification is against public policy as
expressed in the Securities Act of 1933 and is therefore
unenforceable.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable

ITEM 8. EXHIBITS

Exhibit
Number    Exhibit

 4.1      Restated Articles of Incorporation of National Pizza
          Company dated March 15, 1984

 4.2      Certificate of Reduction of Capital of National Pizza
          Company dated June 21,1984

 4.3      Amendment to Articles of Incorporation of National Pizza
          Company dated August 7, 1986

 4.4      Amendment to Restated Articles of Incorporation of
          National Pizza Company dated July 31, 1987

 4.5      Certificate of Change of Location of Registered Office
          of National Pizza Company dated October 20, 1987

 5.1      Opinion of Shook, Hardy & Bacon

23.1      Consent of Ernst & Young, L.L.P.

23.2      Consent  of Shook, Hardy & Bacon (contained in Exhibit 5.1)

24.1      Power of Attorney (contained on signature page hereto)

99.1      National Pizza Company 1994 Non-Qualified Stock Option Plan

ITEM 9. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(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 dates 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
(1)(i) and (1)(ii) do not apply if the registration statement is on
Form S-3 or Form S-8, and the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13 or
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 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.

(h) 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
Securities Act of 1933 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 of the
registrant 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 Securities Act
of 1933 and will be governed by the final adjudication of such issue.

                            SIGNATURES

THE REGISTRANT. 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 the
City of Pittsburg, State of Kansas, on November 9, 1994.

                             NPC INTERNATIONAL, INC.

                             By: James K. Schwartz
                                 Vice President Finance and
                                 Chief Financial Officer

                         POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James K. Schwartz and David
G. Short his true and lawful attorneys-in-fact and agents, each
acting alone, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration
Statement, including post-effective amendments, and to file the
same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, 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 and necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in
person, and hereby ratifies and confirms all that said attorneys-in-
fact and agents, each acting alone, 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 date indicated.

Signature                          Title                  Date

O. Gene Bicknell      Chairman of the Board           November 9, 1994

Gordon W. Elliott     Director                        November 9, 1994

J. Mitchell Boyd      President and                   November 9, 1994
                      Chief Executive Officer       
                      (Principal Executive Officer)

James K. Schwartz     Vice President Finance          November 9, 1994
                      Chief Financial Officer
                      (Principal Financial Officer)

David G. Short        Secretary                       November 9, 1994

Douglas K. Stuckey    Chief Accounting Officer        November 9, 1994
                      (Principal Accounting Officer)

Fran D. Jabara        Director                        November 9, 1994

Robert E. Cressler    Director                        November 9, 1994

John W. Carlin        Director                        November 9, 1994

                           EXHIBIT INDEX
Page Number or
Exhibit                                      Incorporation by
Number    Exhibit                            Reference to
4.1     Restated  Articles  of              Incorporated  by reference
          Incorporation  of National          to Exhibit  3(a)  to Form
          Pizza  Company  dated               S-1  Registration Statement
          March 15, 1984                      effective August  14,1984
                                              File #2-91885

  4.2     Certificate  of  Reduction          Incorporated  by reference
          of Capital of National              to Exhibit 4.2 of Form S-8
          Pizza Company dated                 filed January 31, 1992
          June 21,1984

  4.3     Amendment to Articles of            Amended  by  Form  8 filed
          Incorporation of National           May 30, 1991
          Pizza Company dated
          August 7, 1986

  4.4     Amendment to Restated Articles      Amended  by  Form  8 filed
          of Incorporation of National        May 30, 1991
          Pizza Company dated
          July 31, 1987

  4.5     Certificate  of  Change  of         Incorporated  by refernce
          Location of Registered Office       to Exhibit 4.5 of Form S-8
          of National Pizza Company           filed January 31, 1992
          dated October 20, 1987

  5.1     Opinion of Shook, Hardy & Bacon     Page 8 to Form S-8
                                              filed  November 10, 1994

 23.1     Consent of Ernst & Young, L.L.P.    Page 9 to Form S-8
                                              filed  November 10, 1994

 23.2     Consent of Shook, Hardy & Bacon     Page 8 to Form S-8
          (contained in Exhibit 5.1)          filed November 10, 1994

 24.1     Power of Attorney (contained on     Page 6 to Form S-8
          signature page hereto)              filed November 10, 1994

 99.1     National Pizza Company 1994         Exhibit A to Proxy
          Non-Qualified Stock Option Plan     Statement dated July 12, 1994