Exhibit 3

                          CERTIFICATE OF AMENDMENT OF
               AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                      OF
                        PAPA JOHN'S INTERNATIONAL, INC.


     Papa John's International, Inc., a corporation organized and existing under
and by virtue of the General Corporation Law of the State of Delaware,

     DOES HEREBY CERTIFY:

     FIRST:  That at a meeting of the Board of Directors of Papa John's
International, Inc. (the "Corporation"), resolutions were duly adopted setting
forth a proposed amendment of the Amended and Restated Certificate of
Incorporation of the Corporation, declaring said amendment to be advisable and
submitting said amendment to the stockholders of the Corporation for
consideration thereof.  The resolution setting forth the proposed amendment is
as follows:

RESOLVED, that Article Fourth of the Certificate of Incorporation of this
Corporation be amended to  read in its entirety as follows:

     "FOURTH:  The total number of shares of all classes of capital stock which
the Corporation shall have the authority to issue is Fifty Five Million
(55,000,000) shares divided into two classes, of which Five Million (5,000,000)
shares, par value $.01 per share, shall be designated Preferred Stock and Fifty
Million (50,000,000) shares, par value $.01 per share, shall be designated
Common Stock.

     A.   Preferred Stock

     The Board of Directors is authorized, subject to limitations prescribed by
law, to provide for the issuance of shares of Preferred Stock in one or more
series, to establish the number of shares to be included in each such series and
to fix the designations, powers, preferences and rights of the shares of each
such series, and any qualifications, limitations or restrictions thereof.

     B.   Common Stock

     1.   Dividends.  Subject to the preferential rights, if any, of the
Preferred Stock, the holders of shares of Common Stock shall be entitled to
receive, when and if declared by the Board of Directors, out of the assets of
the Corporation which are by law available therefor, dividends payable either in
cash, in property or in shares of Common Stock or other securities of the
Corporation.

     2.  Voting Rights.  At every annual or special meeting of stockholders of
the Corporation, every holder of Common Stock shall be entitled to one vote, in
person or by proxy, for each share of Common Stock standing in his or her name
on the books of the Corporation.

 

     3.   Liquidation, Dissolution or Winding Up.  In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, after payment or provision for payment of the debts and other
liabilities of the Corporation and of the preferential amounts, if any, to which
the holders of Preferred Stock may be entitled, the holders of all outstanding
shares of Common Stock shall be entitled to share ratably in the remaining net
assets of the Corporation.

                                  * * * * * *

     SECOND:  That thereafter, pursuant to resolution of its Board of Directors,
a meeting of the stockholders of the Corporation was held,  at which meeting a
majority of the outstanding stock entitled to vote thereon, and a majority of
the outstanding stock of each class entitled to vote thereon as a class, voted
in favor of the amendment.

     THIRD:  That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed by Blaine E.  Hurst, its President, and Charles W.  Schnatter, its
Secretary, this 22nd day of May, 1997.



                                    BY: /s/ Blaine E. Hurst
                                        ------------------------------------
                                        Blaine E. Hurst, President


                                    ATTEST: /s/ Charles W. Schnatter
                                            --------------------------------
                                            Charles W. Schnatter, Secretary