EXHIBIT 20.1


FOR IMMEDIATE RELEASE:
- ----------------------
Media contact:       Chuck Duddles
                     Executive Vice President, Chief Financial Officer
Phone:               619/671-2470
Date:                July 29, 1996



        Foodmaker, Inc. Adopts Stockholder Rights Plan

          SAN DIEGO -- Foodmaker, Inc. today announced that its
Board of Directors has adopted a Stockholder Rights Plan designed
to assure that all Foodmaker stockholders would receive fair
treatment in any takeover of the company.  The Plan provides for
the distribution of one Right for each share of common stock
outstanding on August 15, 1996.

          In making the announcement, Jack Goodall, the
Company's chairman, stated:  "The Rights are designed to
enable the Board of Directors to act effectively on behalf of
stockholders in response to any takeover bid.  The plan is not
intended to prevent or discourage an offer for the company
that is commensurate with its value and is presented in a
manner permitting full review and negotiation."  Goodall
also noted that "the company has not received any unsolicited
acquisition proposal at this time."


Page 2 -- Foodmaker, Inc.

          The Rights Plan provides that in the event any
person becomes the beneficial owner of 20% or more of the
outstanding common shares, each Right (other than a Right held
by the 20 percent stockholder) will be exercisable, on and after
the close of business on the tenth business day following such
event, to purchase Foodmaker common shares having a market
value equal to two times the then current exercise price
(initially $40).  The Plan further provides that if, on or
after the occurrence of such event, the company is merged into
any other corporation or 50 percent or more of the company's assets
or earning power are sold, each Right (other than a Right held
by the 20 percent stockholder) will be exercisable to purchase common
shares of the acquiring corporation having a market value
equal to two times the then current exercise price.

          The Rights expire on July 26, 2006 (unless
previously triggered), and are subject to redemption by the
Board of Directors at $.001 per Right at any time prior to the
first date upon which they become exercisable to purchase
common shares.

          Foodmaker will provide stockholders with further
details of the Rights Plan in a letter to be mailed in the
next several weeks.

          Foodmaker, Inc. operates and franchises 1,259 Jack
in the Box restaurants, primarily in the western and southwestern
United States.  With $1 billion in annual revenues, the company
has 25,000 employees and is headquartered in San Diego.