EXHIBIT 99.2

                                      PROXY
                      SANTA BARBARA RESTAURANT GROUP, INC.
                     SOLICITED BY THE BOARD OF DIRECTORS OF
                  SANTA BARBARA RESTAURANT GROUP, INC. FOR THE
                         SPECIAL MEETING OF STOCKHOLDERS

        The undersigned stockholder of Santa Barbara Restaurant Group, Inc.
("SBRG") hereby appoints __________________, and __________________ and each of
them, as attorney, agent and proxy of the undersigned, with full power of
substitution, to vote all shares of common stock of SBRG which the undersigned
is entitled to vote at the Special Meeting of Stockholders of SBRG to be held at
_______ on ______, 2002 at ____ a.m. and any adjournments or postponements
thereof, as fully and with the same force and effect as the undersigned might or
could do if present, as follows:

        1. To approve the Agreement and Plan of Merger dated as of December ___,
2001 by and between CKE Restaurants, Inc. and Santa Barbara Restaurant Group,
Inc., and the transactions contemplated thereby.

                   [ ] FOR    [ ] AGAINST    [ ] ABSTAIN

        2. To transact such other business as may properly come before the
meeting.

THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF DIRECTORS OF SBRG AND
MAY BE REVOKED PRIOR TO ITS EXERCISE. THIS PROXY, WHEN PROPERLY EXECUTED, WILL
BE VOTED IN THE MANNER HEREIN SPECIFIED BY THE UNDERSIGNED STOCKHOLDER. IF NO
DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED IN FAVOR OF PROPOSAL 1 AND IN
ACCORDANCE WITH THE DISCRETION OF THE PROXIES ON ANY OTHER MATTERS TO COME
BEFORE THE SPECIAL MEETING.

        The Board of Directors recommends a vote "FOR" Proposal 1.

        This proxy may be revoked at any time before it is voted by: (i) filing
with the Corporate Secretary of SBRG at or before the special meeting a written
notice of revocation bearing a later date than this proxy; (ii) duly executing a
subsequent proxy relating to the same shares and delivering it to the Corporate
Secretary of SBRG at or before the special meeting; or (iii) attending the
special meeting and voting in person (although attendance at the special meeting
will not in and of itself constitute revocation of this proxy).

        The undersigned acknowledges receipt from SBRG, prior to the execution
of this proxy, of notice of the special meeting and a joint proxy
statement/prospectus.

                   (Continued and to be signed on other side)



(Continued from other side)

___________________________             ____________________________________
Number of Shares of Company             Dated
Common Stock

                                        ____________________________________
                                        Signature of Stockholder

                                        ____________________________________
                                        Print Name

                                        ____________________________________
                                        Signature of Stockholder

                                        ____________________________________
                                        Print Name

        When signing as attorney, executor, officer, administrator, trustee or
        guardian, please give full title. If more than one trustee, all should
        sign. All joint owners must sign. I/We do [ ] do not [ ] expect to
        attend this meeting.

                         DO NOT FOLD, STAPLE OR MUTILATE

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, YOU ARE URGED TO MARK,
SIGN, DATE AND PROMPTLY RETURN THIS PROXY, USING THE ENCLOSED ENVELOPE.