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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Amendment No.: 6*
Name of Issuer: Papa John's International, Inc.
Title of Class of Securities: Common Stock
CUSIP Number: 69881310-2
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
Page 1 of 8 pages
CUSIP No.: 69881310-2
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Janus Capital Corporation
EIN #84-0765359
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. ___
b. _X_
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
-0-
6. SHARED VOTING POWER
1,395,570**
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
1,395,570**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,395,570**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8%**
12. TYPE OF REPORTING PERSON
IA, CO
** See Item 4 of this filing
Page 2 of 8 pages
CUSIP No.: 69881310-2
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas H. Bailey
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
a. ___
b. _X_
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
-0-
6. SHARED VOTING POWER
1,395,570**
7. SOLE DISPOSITIVE POWER
-0-
8. SHARED DISPOSITIVE POWER
1,395,570**
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,395,570**
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.8%**
12. TYPE OF REPORTING PERSON
IN
** See Item 4 of this filing
Page 3 of 8 pages
Item 1.
(a). Name of Issuer: Papa John's International, Inc. ("Papa John's")
(b). Address of Issuer's Principal Executive Offices:
11492 Bluegrass Parkway, Suite 175
Louisville, KY 40299-2370
Item 2.
(a).-(c). Name, Principal Business Address, and Citizenship of
Persons Filing:
(1) Janus Capital Corporation ("Janus Capital")
100 Fillmore Street
Denver, Colorado 80206-4923
Citizenship: Colorado
(2) Thomas H. Bailey ("Mr. Bailey")
100 Fillmore Street
Denver, Colorado 80206-4923
Citizenship: USA
(d). Title of Class of Securities: Common Stock
(e). CUSIP Number: 69881310-2
Item 3.
Janus Capital is an Investment Adviser registered under Section
203 of the Investment Advisers Act of 1940.
Page 4 of 8 pages
Item 4. Ownership
The information in items 1 and 5 through 11 on the cover pages
(pp. 2-4) on Schedule 13G is hereby incorporated by reference.
Janus Capital is a registered investment adviser which furnishes
investment advice to several investment companies registered
under Section 8 of the Investment Company Act of 1940 and
individual and institutional clients (collectively referred to
herein as "Managed Portfolios"). As a result of its role as
investment adviser or sub-adviser to the Managed Portfolios,
Janus Capital may be deemed to be the beneficial owner of the
shares of Papa John's Common Stock held by such Managed
Portfolios. However, Janus Capital does not have the right to
receive any dividends from, or the proceeds from the sale of, the
securities held in the Managed Portfolios and disclaims any
ownership associated with such rights.
Mr. Bailey owns approximately 12.2% of Janus Capital. In
addition to being a stockholder of Janus Capital, Mr. Bailey
serves as President and Chairman of the Board of Janus Capital
and is filing this joint statement with Janus Capital as a result
of such stock ownership and positions which may be deemed to
enable him to exercise control over Janus Capital. Mr. Bailey
does not own of record any shares of Papa John's Common Stock and
he has not engaged in any transaction in Papa John's Common
Stock. However, as a result of his position, Mr. Bailey may be
deemed to have the power to exercise or to direct the exercise of
such voting and/or dispositive power that Janus Capital may have
with respect to Papa John's Common Stock held by the Managed
Portfolios. All shares reported herein have been acquired by the
Managed Portfolios, and Mr. Bailey specifically disclaims
beneficial ownership over any shares of Papa John's Common Stock
that he or Janus Capital may be deemed to beneficially own.
Furthermore, Mr. Bailey does not have the right to receive any
dividends from, or the proceeds from the sale of, the securities
held in the Managed Portfolios and disclaims any ownership
associated with such rights.
Page 5 of 8 pages
Item 5. Ownership of Five Percent or Less of a Class
This statement is being filed to report the fact that the
reporting persons have ceased to be the beneficial owners of more
than five percent of the class of securities.
Janus Capital's Managed Portfolios, set forth in Item 4
above, have the right to receive all dividends from, and
the proceeds from the sale of, the securities held in their
respective accounts.
Item 6. Ownership of More than Five Percent on Behalf of Another Person
N/A
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company
N/A
Item 8. Identification and Classification of Members of the Group
N/A
Item 9. Notice of Dissolution of Group
N/A
Item 10. Certification
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the
control of the issuer of such securities and were not acquired in
connection with or as a participant in any transaction having
such purposes or effect.
Page 6 of 8 pages
SIGN ATURES
- ---- -----------
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
JANUS CAPITAL CORPORATION
By /s/ Deborah E. Bielicke 3/10/98
Deborah E. Bielicke Date
Under Power of Attorney dated 6/30/97
On File with Schedule 13G for
CommNet Cellular, Inc. 7/9/97
THOMAS H. BAILEY
By /s/ Deborah E. Bielicke 3/10/98
Deborah E. Bielicke Date
Under Power of Attorney dated 6/30/97
On File with Schedule 13G for
CommNet Cellular, Inc. 7/9/97
Page 7 of 8 pages
EXHIBIT A
JOINT FILING AGREEMENT
-------------------------
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, the persons named below agree to the joint filing on behalf of each
of them of a Statement on Schedule 13G (including amendments thereto) with
respect to the Common Stock of Papa John's International, Inc. and further
agree that this Joint Filing Agreement be included as an Exhibit to such
joint filings. In evidence thereof, the undersigned hereby execute this
Agreement as of the 10th day of March, 1998.
JANUS CAPITAL CORPORATION
By /s/ Deborah E. Bielicke
Deborah E. Bielicke
Under Power of Attorney dated 6/30/97
On File with Schedule 13G for
CommNet Cellular, Inc. 7/9/97
THOMAS H. BAILEY
By /s/ Deborah E. Bielicke
Deborah E. Bielicke
Under Power of Attorney dated 6/30/97
On File with Schedule 13G for
CommNet Cellular, Inc. 7/9/97
Page 8 of 8 pages