EXHIBIT 20.2


                 [FOODMAKER, INC. LETTERHEAD]



                        August__, 1996





Dear Foodmaker Stockholder:

          The Board of Directors of Foodmaker, Inc. has
adopted a Stockholder Rights Plan intended to help assure that
all stockholders would receive fair treatment in any takeover
of the Company.  A Summary of the Rights is enclosed and we
urge you to read it carefully.  No action on your part is
required at this time.  You will be notified if the Rights are
ever triggered and become exercisable.

          The Rights are designed to enable the Board to
better protect stockholders in the event of an unsolicited
attempt to acquire the Company, including a gradual
accumulation of shares in the open market, a partial or two-
tier tender offer that does not treat all stockholders
equally, a squeeze-out merger and other abusive takeover
tactics that the board believes are not in the best interests
of stockholders.  We consider the Rights to be the best
available means of protecting your right to retain your equity
investment in the Company and the full value of that
investment, while not foreclosing a fair acquisition bid for
the Company.  The Board of Directors is comprised of a
majority of non-employee directors, and the Plan is designed
to equip the Board with appropriate tools for conducting
negotiations with any prospective bidder, rather than to
prevent or discourage any attractive offer for the Company.
The Company has not received any unsolicited acquisition
proposal at this time.

          The Rights will expire (unless previously triggered)
on July 26, 2006 and, in certain circumstances, are subject to
amendment or to redemption at $.001 per Right by a majority of
the independent directors of the Company.  The adoption of the
Foodmaker, Inc. Rights Plan does not weaken the financial
strength of the Company or interfere with its business plans.
The issuance alone of the Rights has no dilutive effect and
will not affect earnings per share or change the way in which
you can presently trade the Company's shares.
          
                             EXHIBIT 20.2

          In declaring the Rights, we have expressed our
confidence in the future and our determination that you, our
stockholders, be given every opportunity to participate fully
in that future.  You can be assured that we will continue to
take all appropriate measures to enhance stockholder values
and to protect your interests in those values.

          On behalf of the Board of Directors,



                              ------------------------------   
                              Jack W. Goodall, Jr.,
                              Chairman of the Board



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