Cke Restaurants (CKR) CORRESP Correspondence with SEC

VIA EDGAR AND FEDEX

March 10, 2006

Mr. David R. Humphrey
Branch Chief-Accountant
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

          Re: CKE Restaurants, Inc.
Form 10-K for the Year Ended January 31, 2005
File No. 001-11313

Dear Mr. Humphrey:

By means of this letter, I am confirming our phone conversation held on February 24, 2006, and submitting a follow-up to the Company’s letter to you dated February 21, 2006. During our discussion, you raised a follow-up point related to our response to comment #1 in your letter of January 31, 2006. Our response is included below.

In future filings, the Company will revise the tables included in the Operating Review section of Management’s Discussion and Analysis of Financial Condition and Results of Operations to address the Staff’s comment. For your convenience, we have attached a table presenting fiscal 2005 information in the revised format.

In future filings, the Company will replace, for each of our brands, the tables included in Management’s Discussion and Analysis of Financial Condition and Results of Operations illustrating “changes in the restaurant-level margin percentage” with tables illustrating “changes in restaurant operating costs as a percentage of company-operated revenue.” For your convenience, we have attached a table presenting fiscal 2005 and 2004 comparative information for Carl’s Jr. in the revised format.

The Company will also revise narrative disclosures in future filings to discontinue the presentation of “net franchise income,” “restaurant-level margin” and similarly captioned Non-GAAP measures of profitability or performance.

We acknowledge that the Company is responsible for the adequacy and accuracy of the disclosures in our periodic filings with the Commission. We understand that Staff comments or changes to disclosures in response to Staff comments do not foreclose the Commission from taking any action with respect to our periodic filings with the Commission. We understand that the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Mr. David R. Humphrey, Branch Chief-Accountant
Re: CKE Restaurants, Inc.
March 10, 2006
Page 2

Once you have had time to review our responses, we would welcome the opportunity to discuss any additional comments or questions that you may have. Please feel free to contact me at (805) 745-7725 to discuss our response.

Sincerely,

/s/ Theodore Abajian

Theodore Abajian
Executive Vice President and Chief Financial Officer
CKE Restaurants, Inc.
6307 Carpinteria Ave., Ste. A
Carpinteria, CA 93013

Revised Table – Page 36 of 10-K

	Fiscal Year 2005
	Carl's Jr.			Hardee's			La Salsa			Other (A)		Eliminations (B)			Total
Company-operated revenue	$	567,960		$	601,068		$	46,950		$	1,295	$	—		$	1,217,273
Restaurant operating costs
Food and packaging		166,120			180,515			12,848			456		—			359,939
Payroll and other employee benefits		160,240			200,349			16,285			531		—			377,405
Occupancy and other		121,779			134,387			16,711			417		—			273,294
Total restaurant operating costs		448,139			515,251			45,844			1,404		—			1,010,638
Franchising and licensed restaurants and other revenues
Royalties		25,426			43,414			1,732			351		(66	)		70,857
Distribution centers		176,304			18,181			—			—		—			194,485
Rent		22,172			9,985			—			—		—			32,157
Retail sales of variable interest entity		—			—			—			3,506		—			3,506
Other		967			524			112			—		—			1,603
Total franchising and licensed restaurants and other revenues		224,869			72,104			1,844			3,857		(66	)		302,608
Franchising and licensed restaurants and other expenses
Administrative expense (including provision for bad debts)		4,006			4,758			1,111			—		—			9,875
Distribution centers		171,363			18,379			—			—		—			189,742
Rent and other occupancy		18,040			6,540			—			—		—			24,580
Operating costs of variable interest entity		—			—			—			3,457		(66	)		3,391
Total franchising and licensed restaurants and other expenses		193,409			29,677			1,111			3,457		(66	)		227,588
Advertising		34,413			36,023			1,377			26		—			71,839
General and administrative		52,416			79,842			6,387			71		—			138,716
Facility action charges, net		2,794			7,088			4,344			94		—			14,320
Operating income (loss)	$	61,658		$	5,291		$	(10,269	)	$	100	$	—		$	56,780
Company-operated AUV (trailing 13 periods)	$	1,301		$	862		$	748
Franchise-operated AUV (trailing 13 periods)	$	1,146		$	891		$	823
Average check (actual $)	$	5.89		$	4.63		$	9.65
Company-operated same-store sales increase		7.7	%		7.0	%		5.2	%
Company-operated same-store transactions increase		1.3	%		0.2	%		1.0	%
Franchise-operated same-store sales increase		6.6	%		3.6	%		3.7	%
Restaurant operating costs as a percentage of company-operated revenue
Food and packaging		29.3	%		30.0	%		27.4	%
Payroll and employee benefits		28.2	%		33.3	%		34.6	%
Occupancy and other operating costs		21.4	%		22.4	%		35.6	%
Total restaurant operating costs		78.9	%		85.7	%		97.6	%
Advertising as a percentage of company-operated revenue		6.1	%		6.0	%		2.9	%

Revised Table – Page 44 of 10-K

Changes in restaurant operating costs as a percentage of company-operated revenue are explained as follows:

	2005			2004
Restaurant operating costs as a percentage of company-operated revenue for the prior year		79.8	%		79.2	%
Decrease in labor costs, excluding workers’ compensation		(0.7	)		(0.1	)
Increase in food and packaging costs		0.5			0.9
(Decrease) increase in workers’ compensation insurance expense		(0.2	)		0.3
Decrease in repair and maintenance expense		(0.2	)		(0.1	)
Increase in cost of promotional items		0.2			—
Decrease in rent expense, property taxes and licenses		(0.1	)		—
Decrease in depreciation expense		(0.1	)		(0.3	)
Decrease in equipment lease expense		(0.1	)		(0.3	)
Increase in general liability insurance expense		0.1			0.2
Other, net		(0.3	)		—
Restaurant operating costs as a percentage of company-operated revenue for the current year		78.9	%		79.8	%