8-K

                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

                                    FORM 8-K

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

                Date of report (Date of earliest event reported):
                                February 7, 2001

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

    DELAWARE                                61-1203323
    (State or other jurisdiction of         (I.R.S. Employer identification
    incorporation or organization)          number)


                           2002 PAPA JOHN'S BOULEVARD
                         LOUISVILLE, KENTUCKY 40299-2334
                    (Address of principal executive offices)

                                 (502) 261-7272
              (Registrant's telephone number, including area code)



ITEM 5. OTHER EVENTS

On February 7, 2001, Papa John's International, Inc. announced a restructuring
of its management team. Following a meeting of its Board of Directors today, the
company announced its realignment into four key groups - Operations,
Administration, Development and Resource/Support, each reporting to CEO John
Schnatter. As a part of this restructuring, Dru Milby, Senior Vice President,
Chief Financial Officer and Treasurer, is leaving the company.

The company also announced that the special charge that the company will take in
its fourth quarter ended December 31, 2000, principally under Statement of
Financial Standards No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of," will now approximate $22 to $28
million, exceeding the company's previously announced estimate of $10 to $14
million. The final amount and details of the special charge will be included in
the company's fourth quarter earnings release scheduled for February 27, 2001.

The company also announced that it expects 2001 earnings in the range of $1.85
to $2.15 per share (before the impact of any share repurchases during 2001).
Additional guidance for 2001 will be provided with the company's fourth quarter
earnings release, and the company intends to narrow its projected 2001 earnings
range as warranted as the year proceeds.

This summary of the attached press release is qualified in its entirety by the
complete text of such document, a copy of which is attached hereto as Exhibit
99.1.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c)      Exhibit 99.1 Press Release dated February 7, 2001.




                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                         PAPA JOHN'S INTERNATIONAL, INC.

                                  (Registrant)

Date:    February 8, 2001       /s/ J. David Flanery
                                --------------------
                                    J. David Flanery
                                    Vice President of Finance
                                    and Principal Accounting
                                    Officer




                                  EXHIBIT INDEX

EXHIBIT NO.

99.1     Press Release dated February 7, 2001

EX-99.1

                                                                    Exhibit 99.1

FOR MORE INFORMATION, CONTACT:
Chris Sternberg                                 Karen Sherman
Vice President, Office of the Chairman          Vice President, Public Relations
502-261-4934                                    502-261-4987

FOR IMMEDIATE RELEASE

                 PAPA JOHN'S ANNOUNCES MANAGEMENT RESTRUCTURING

      REVISED GUIDANCE PROVIDED ON 4Q 2000 SPECIAL CHARGE AND 2001 EARNINGS

Louisville, Kentucky (February 7, 2001) - Papa John's International (Nasdaq:
PZZA) today announced a restructuring of its management team and that Dru Milby,
its Senior Vice President, Chief Financial Officer and Treasurer, is leaving the
company.

"We appreciate Dru's service to the company over the last 10 years and wish her
the best," said John Schnatter, Papa John's Founder and Chief Executive Officer.

The company also announced that the special charge that the company will take in
its fourth quarter ended December 31, 2000, principally under Statement of
Financial



Standards No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of," will now approximate $22 to $28
million, exceeding the company's previously announced estimate of $10 to $14
million. The final amount and details of the special charge will be included in
the company's fourth quarter earnings release scheduled for February 27, 2001.

Following a meeting of its Board of Directors today, the company announced its
realignment into four key groups - Operations, Administration, Development and
Resource/Support, each reporting to CEO John Schnatter.

OPERATIONS. Robert Wadell has been named Chief Operating Officer. Wadell has
been with Papa John's since 1990, serving as President of the company's
wholly-owned commissary and distribution subsidiary, PJ Food Service, since
1995. Wadell will continue as President of PJ Food Service, while also assuming
responsibility for Corporate Restaurant Operations and Support Services. Mike
Cortino will continue as Senior Vice President, Corporate Operations, leading
seven regional Operations Vice Presidents responsible for 600+ company-owned
restaurants.

"Under Robert's leadership, PJ Food Service has developed the best dough
production, quality control and distribution network in the business," said
Schnatter. "We think it makes sense for Robert to apply many of the same
disciplines to our restaurants, and other production and operating aspects of
our business, which have made PJ Food Service successful."

ADMINISTRATION. Julie Larner has been named Senior Vice President and Chief
Administrative Officer, responsible for Finance, Information Systems and Office
Services. Larner has been with Papa John's since 1992, serving as PJ Food
Service Controller from 1992 to 1997 and its Vice President of Finance and
Administration since 1998. David Flanery will continue as Vice President of
Finance and Principal Accounting Officer, leading Financial Planning and
Analysis, Financial Reporting, Treasury and Tax.

DEVELOPMENT. Chuck Schnatter, Senior Vice President and General Counsel, has
been appointed Chief Development Officer, responsible for Legal, Restaurant
Development, International Operations and Franchise Sales. Schnatter has been
with Papa John's since 1991, serving as General Counsel and Secretary since 1991
and Senior Vice President since 1993. Barry Barron, Senior Vice President of
International Operations, has left the company to join a financial services
company; his responsibilities are being assumed by other members of the
International team.

RESOURCE/SUPPORT. Mary Ann Palmer has been named Senior Vice President and Chief
Resource Officer, responsible for Franchise Operations and Business Consulting,
Education and Training, Human Resources, Field Marketing and Internal
Communications. Palmer joined Papa John's in 1996 as Senior Counsel, serving as
Vice



President, Education and Training from 1997 to 1999 and Vice President, People,
since 1999.

Syl Sosnowski, who has been with Papa John's since 1995, will continue as Vice
President of Marketing, reporting to CEO John Schnatter. Vice President
positions in the areas of Marketing and Sales, Marketing and Operation Services,
and Information Systems have been eliminated as part of the restructuring.

"More than ever, we have to stay focused on the basics of our business, and run
it lean and mean, to make gains in this very competitive marketplace," said John
Schnatter. "We believe this streamlined management structure allows us to better
serve our restaurants and franchisees and positions our system for continued
success."

The company also announced that it expects 2001 earnings in the range of $1.85
to $2.15 per share (before the impact of any share repurchases during 2001).
Additional guidance for 2001 will be provided with the company's fourth quarter
earnings release, and the company intends to narrow its projected 2001 earnings
range as warranted as the year proceeds.

Headquartered in Louisville, Kentucky, as of January 31, 2001, Papa John's had
2,613 restaurants (630 company-owned and 1,983 franchised) operating in 49
states and 10 international markets. Papa John's also owns or operates an
additional 205 Perfect Pizza restaurants (2 company-owned and 203 franchised) in
the United Kingdom. For more information about the company, please visit
WWW.PAPAJOHNS.COM.

This information contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements
reflect management's expectations based upon currently available information and
data; however, actual results are subject to future events and uncertainties,
which could cause actual results to materially differ from those projected in
these statements. Factors that can cause actual results to materially differ
include: increased advertising, promotions and discounting by competitors which
may adversely affect sales; the uncertainties associated with litigation,
including additional unforeseen costs, expenses or damages which may be incurred
with respect to the pending litigation with Pizza Hut, Inc.; the ability of the
Company and its franchisees to open new restaurants and operate new and existing
restaurants profitably; increases in food, labor, employee benefits and similar
costs; economic and political conditions in the countries in which the Company
or its franchisees operate; and new product and concept development by food
industry competitors. Further information regarding factors that could affect
the Company's financial and other results is included in the Company's Forms
10-Q and 10-K, filed with the Securities and Exchange Commission.