SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________

FORM 10-Q

(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
- --- EXCHANGE ACT OF 1934.

For the quarterly period ended May 22, 1995
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___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.

for the transition period from _____________________ to ______________________

Commission file number 1-13192
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CKE RESTAURANTS, INC.
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(Exact name of registrant as specified in its charter)

DELAWARE 33-0602639
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

1200 North Harbor Boulevard, Anaheim, CA 92801
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(Address of principal executive offices) (zip Code)

Registrant's telephone number, including area code (714) 774-5796
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NOT APPLICABLE
---------------------------------------------------
Former name, former address and former fiscal year,
if changed since last report.

Indicate by checkmark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares
outstanding of each of the issuer's classes of common stock, as of the latest
practicable date.

$.01 par value common - 18,845,138 shares as of June 22, 1995
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2
CKE RESTAURANTS, INC.

INDEX

Page
----

Part I Consolidated Financial Information

Item 1. Consolidated Financial Statements:

Consolidated Balance Sheets as of May 22, 1995 and
January 30, 1995 . . . . . . . . . . . . . . . . . . . . . 3

Consolidated Statements of Income for the sixteen weeks
ended May 22, 1995 and May 23, 1994 . . . . . . . . . . . 4

Consolidated Statements of Cash Flows for the sixteen weeks
ended May 22, 1995 and May 23, 1994 . . . . . . . . . . . 5-6

Notes to Consolidated Financial Statements . . . . . . . . . . 7-8

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . 9-11

Part II Other Information

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . 12-13

2
3
CKE RESTAURANTS, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
(Unaudited)

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

May 22, January 30,
1995 1995
-------- -----------

ASSETS
Current assets:
Cash and cash equivalents $ 6,329 $ 15,174
Marketable securities 2,587 3,088
Accounts receivable 11,858 12,411
Related party receivables 1,597 1,509
Inventories 6,175 5,950
Deferred income taxes, net 12,176 12,254
Other current assets 8,680 6,438
-------- --------
Total current assets 49,402 56,824

Property and equipment, net 140,001 133,248
Property under capital leases, net 29,767 30,515
Notes receivable 12,950 13,139
Related party notes receivable 2,166 2,109
Other assets 8,824 8,526
-------- --------
$243,110 $244,361
======== ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 8,376 $ 8,168
Current portion of capital lease obligations 3,617 3,581
Accounts payable 16,488 29,754
Other current liabilities 33,211 30,065
-------- --------
Total current liabilities 61,692 71,568
-------- --------

Long-term debt 36,918 27,178
Capital lease obligations 41,892 42,691
Other long-term liabilities 13,397 14,450
Stockholders' equity:
Preferred stock, $.01 par value; authorized
5,000,000 shares; none issued or outstanding -- --
Common stock, $.01 par value; authorized
50,000,000 shares; issued and outstanding
18,845,138 and 18,845,138 shares 188 188
Additional paid-in capital 35,119 35,119
Retained earnings 59,013 57,725
Treasury stock, at cost; 670,300
shares and 590,000 shares (5,109) (4,558)
-------- --------
Total stockholders' equity 89,211 88,474
-------- --------
$243,110 $244,361
======== ========

3
4
CKE RESTAURANTS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands Except per share Amounts)
(Unaudited)

Sixteen Weeks Ended
-----------------------
May 22, May 23,
1995 1994
-------- --------

Revenues:
Retail sales $116,027 $111,303
Franchised and licensed restaurants 21,593 23,703
-------- --------
Total revenues 137,620 135,006
-------- --------
Operating costs and expenses:
Retail operations:
Food and packaging 35,889 33,738
Payroll and other employee benefits 33,813 35,528
Occupancy and other operating expenses 25,053 24,807
-------- --------
94,755 94,073

Franchised and licensed restaurants 20,656 22,512
Advertising expenses 6,263 5,857
General and administrative expenses 10,682 9,660
-------- --------
Total operating costs and expenses 132,356 132,102
-------- --------
Operating income 5,264 2,904

Interest expense (2,832) (2,641)
Other income, net 707 731
-------- --------
Income before income taxes 3,139 994
Income tax expense 1,224 338
-------- --------
Net income $ 1,915 $ 656
======== ========
Net income per common share $ .11 $ .04
======== ========
Weighted average shares outstanding 18,199 18,739
======== ========

4
5
CKE RESTAURANTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)

Sixteen Weeks Ended
-------------------
May 22, May 23,
1995 1994
-------- --------

Net cash flow from operating activities:
Net income $ 1,915 $ 656
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 7,165 6,802
Loss on sale of property and equipment 32 1,630
Reversal of rent subsidy reserves (327) (2,680)
Net noncash investment income (81) (3)
Deferred income taxes 78 --
Payment of arbitration judgment -- (3,000)
Net change in marketable securities reserve -- 211
Net change in receivables, inventories and other current assets (2,545) (173)
Net change in other assets (381) (988)
Net change in accounts payable and other current liabilities (11,698) 940
-------- --------
Net cash provided by (used in) operating activities (5,842) 3,395
-------- --------

Cash flow from investing activities:
Purchases of:
Marketable securities -- (1,922)
Property and equipment (12,873) (7,017)
Proceeds from sales of:
Marketable securities 589 2,933
Property and equipment 21 16
Collections on leases receivable 39 36
Increases in notes receivable & related party notes receivable (70) (30)
Collections on notes receivable and related party notes receivable 533 581
-------- --------
Net cash used in investing activities (11,761) (5,403)
-------- --------

Cash flow from financing activities:
Net change in bank overdraft 1,546 (296)
Short-term borrowings 19,460 2,500
Repayments of short-term debt (19,210) (2,500)
Long-term borrowings 10,937 --
Repayments of long-term debt (1,230) (4,172)
Repayments of capital lease obligations (763) (698)
Net change in other long-term liabilities (703) (762)
Exercise of stock options -- 546
Purchase of treasury stock (551) --
Payment of dividends (728) (749)
-------- --------
Net cash provided by (used in) financing activities 8,758 (6,131)
-------- --------
Net decrease in cash and cash equivalents $ (8,845) $ (8,139)
======== ========

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6
CKE RESTAURANTS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)

Sixteen Weeks Ended
------------------------
May 22, May 23,
1995 1994
------- -------

Supplemental disclosures of cash flow information:

Cash paid during period for:
Interest (net of amount capitalized) $2,906 $2,609
Income taxes 784 --

Noncash investing and financing activities:
Investing activities:
Transfer of other current assets to marketable
securities -- 6,776

Leasing activities:
Decrease in property under capital leases -- 91
Decrease in capital lease obligations -- (90)
Reversal of certain lease subsidy reserves -- 2,680

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CKE RESTAURANTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 22, 1995 AND MAY 23, 1994

NOTE (A) BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements include the
accounts of CKE Restaurants, Inc. and its wholly owned subsidiaries (the
"Company") and have been prepared in accordance with the requirements of Form
10-Q and, therefore, do not include all information and footnotes which would
be presented were such consolidated financial statements prepared in accordance
with generally accepted accounting principles. These statements should be read
in conjunction with the audited financial statements presented in the Company's
1995 Annual Report to Shareholders. In the opinion of management, all
adjustments, consisting of normal recurring accruals, necessary for a fair
presentation of financial position and results of operations for the interim
periods presented have been reflected herein. The results of operations for
such interim periods are not necessarily indicative of results to be expected
for the full year.

In April 1995, the Company entered into a transaction that resulted in
the formation of a new privately owned company, Boston West, L.L.C. ("Boston
West"). This new entity assumed the operations of all of the Company's 25
Boston Chicken and Boston Market stores and agreed to fulfill the Company's
remaining obligation to develop an additional 175 Boston Market stores under
its January 1994 area development agreement with Boston Chicken, Inc. ("BCI").
In connection with this transaction, the Company received preferred stock and
all the outstanding common equity units in Boston West, valued at approximately
$23 million and $620,000, respectively, in exchange for a majority of its
existing Boston Chicken/Boston Market restaurant assets. In addition, this
transaction provides for the leasing of approximately $12 million of equipment
and real property retained by the Company to Boston West at current market
rates. An affiliate of BCI has an option to purchase all the equipment and
real property leased by the Company to Boston West. BCI agreed to lend Boston
West, over time, up to $63.8 million as part of this transaction. This loan is
convertible to equity in Boston West, at BCI's option, at 115% of the original
equity price.

On May 30, 1995, Boston West issued an additional $2.5 million of common
equity units to an independent investor group. As of this date, the Company
will no longer consolidate the operations of Boston West into its financial
statements. The Company will realize a pro-rata share of the losses of its
minority interest in Boston West until the independent investor group pays in
full certain notes receivable to Boston West, due January 15, 1996, which are
secured by $1.2 million of Boston West common equity units. At that time, the
Company will account for its minority interest in Boston West using the cost
method of accounting for investments. The Company's minority ownership may be
increased upon exercise of a conversion option of the preferred stock to up to
approximately 35% by an option to co-fund the capital requirements of Boston
West up to a maximum of $15 million. This $15 million may be funded, in part,
by proceeds of the purchase option in the equipment and real property leases
when and if they are exercised.

Since the start-up of the Company's Boston Chicken/Boston Market
operations began in February 1994 and its first retail store did not open until
July 1994, most of the prior year results of operations and other prior year
financial performance presented in this Form 10-Q, which are discussed and
analyzed below, were comprised solely of the Company's Carl's Jr. operations,
unless otherwise indicated.

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CKE RESTAURANTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MAY 22, 1995 AND MAY 23, 1994

(Continued)

NOTE (B) COMMITMENTS AND CONTINGENCIES

In the ordinary course of business, the Company is subject to various
claims, lawsuits and other disputes with third parties incidental to its
operations. While certain of these matters involve claims for substantial
amounts, the Company intends to defend these actions vigorously and it is the
opinion of the Company's management, in consultation with its attorneys, that
their ultimate resolution will not have a material adverse effect on the
Company's consolidated financial statements.

8
9
CKE RESTAURANTS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

Consolidated net income for the 16 weeks ended May 22, 1995 nearly
tripled to $1.9 million, or $.11 per share, as compared with the first quarter
of fiscal 1995. These results were primarily due to operating efficiencies
achieved at the Company's Carl's Jr. restaurants. The Company believes the
continued improvement in the Company's Carl's Jr. operations during the first
quarter of fiscal 1996 reinforces its ongoing commitment to refocus its
resources on its Carl's Jr. operations. A key component of the Company's new
strategy is an extensive remodeling program for its existing Carl's Jr.
restaurants, as many as 70 of which are planned for the current year. Plans
are also underway to expand the Carl's Jr. concept by opening 15 new
Company-operated restaurants in the coming year.

A new advertising agency was appointed in February 1995 to assist the
Company in redirecting its Carl's Jr. marketing programs and restoring its
reputation of offering superior quality products. An aggressive new
advertising campaign was introduced near the end of May 1995 and management is
encouraged by its early results. The Company is also aggressively exploring
and testing a variety of new ideas, products and other opportunities aimed at
increasing its Carl's Jr. retail sales.

One such opportunity is offering other branded products from Carl's Jr.
restaurants. In May 1995, the Company entered into a five-year agreement with
GB Foods Corporation, operator of the Green Burrito concept, under which the
Company and, in some cases, its franchisees will convert a minimum of 140
restaurants to Carl's Jr./Green Burrito dual-brand restaurants. The roll out
of these dual-brand restaurants will be done in conjunction with the Company's
remodeling program and each location is expected to cost approximately
$100,000. The Company is also currently testing this dual-brand concept with
Long John Silver's products.

As part of the Company's plans to offer Carl's Jr. products from
smaller, non-traditional sites, the Company entered into an agreement in May
1995 with Unocal 76 Products Company ("Unocal") to jointly test the offering of
Carl's Jr. products from Unocal Fast Break convenience stores and gasoline
stations in California. Ten such sites will be opened by Unocal at their
expense during the next 12 months under this agreement.

Internationally, the Company entered into a joint venture agreement
with its Malaysian-based licensee, Mbf Holdings Berhard in May 1995. Under the
terms of this agreement, a minimum of 130 Carl's Jr. restaurants will be
developed in 16 Asian countries over the next five years. The Company will
hold a 30% equity interest in this venture with no capital outlay requirements.

Finally, as part of its new strategy, the Company redefined its Boston
Chicken/Boston Market operations and entered into a transaction in April 1995
that resulted in the formation of a new privately owned company, Boston West,
L.L.C. ("Boston West"). This new entity assumed the operations of all of the
Company's 25 Boston Chicken and Boston Market stores and agreed to fulfill the
Company's remaining obligation to develop an additional 175 Boston Market
stores under its January 1994 area development agreement with Boston Chicken,
Inc. ("BCI").

In connection with this transaction, the Company received preferred
stock and all the outstanding common equity units in Boston West, valued at
approximately $23 million and $620,000, respectively, in exchange for a
majority of its existing Boston Chicken/Boston Market restaurant assets. In
addition, this transaction provides for the leasing of approximately $12
million of equipment and real property retained by the Company to Boston West
at current market rates. An affiliate of BCI has an option to purchase all the
equipment and real property leased by the Company to Boston West. BCI agreed
to lend Boston West, over time, up to $63.8 million as part of this
transaction. This loan is convertible to equity in Boston West, at BCI's
option, at 115% of the original equity price.

9
10
CKE RESTAURANTS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

(Continued)

On May 30, 1995, Boston West issued an additional $2.5 million of
common equity units to an independent investor group. The Company's minority
ownership may be increased upon exercise of a conversion option of the
preferred stock to up to approximately 35% by an option to co-fund the capital
requirements of Boston West up to a maximum of $15 million. This $15 million
may be funded, in part, by proceeds of the purchase option in the equipment and
real property leases when and if they are exercised.

RESULTS OF OPERATIONS

For the 16 weeks ended May 22, 1995, consolidated retail sales,
comprised mainly of sales from Carl's Jr. restaurants, increased 4.2% to $116.0
million. On a same-store basis, these sales, which are calculated using only
restaurants open for the full quarters being compared, approximated year-ago
levels, representing a significant improvement over the approximately 4%
decline in same-store sales for the comparable fiscal 1995 quarter. The
Company believes that its retail sales were positively affected by improving
customer price/value perceptions as a result of new pricing strategies
implemented throughout fiscal 1995. The weighted-average number of Company
restaurants operating in fiscal 1996 was slightly higher than fiscal 1995,
which also contributed to the increase in retail sales.

Revenues from franchised and licensed restaurants decreased 8.9% to
$21.6 million in the current year mainly due to fewer sales of food service
products to Carl's Jr. franchisees and licensees by the Company's distribution
centers. Distribution center sales to the Company's Carl's Jr. franchisees,
which account for over 70% of total revenues from franchised and licensed
restaurants, decreased in fiscal 1996 largely due to a decrease in the
weighted-average number of franchisees operating in the current year.
Distribution center sales to the Company's Carl's Jr. licensees, which account
for nearly 5% of total revenues from franchised and licensed restaurants, were
lower in the current year because many of the food products purchased by the
Company's Mexican licensees are now being sold to these licensees directly from
third-party Mexican distributors.

The gross margins of the Company's retail operations improved from
15.5% in fiscal 1995 to 18.3% in the current year. This improvement is
particularly noteworthy considering that same-store sales for the Company's
Carl's Jr. restaurants approximated year-ago levels and the start-up nature of
the Company's Boston Chicken/Boston Market operations. It also reflects the
Company's continued commitment to improving the cost structure of its Carl's
Jr. restaurants.

The total cost of the Company's consolidated retail operations
increased slightly in the current year as compared with fiscal 1995 due in
large part to a 6.4% increase in food and packaging costs, reflective of
increases in commodity prices as well as increases attributable to the
Company's current year Boston Chicken/Boston Market operations. Offsetting
these increases was a sharp decline in the payroll and other benefit costs of
the Company's Carl's Jr. operations. These costs decreased $3.1 million, or
8.8%, in fiscal 1996 due to the Company's continuous efforts to improve labor
productivity and decrease its workers' compensation costs. Occupancy and other
operating costs increased slightly in the current year due to the slight
increase in the number of stores and restaurants operating in fiscal 1996 as
compared with the prior year.

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CKE RESTAURANTS, INC.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

(Continued)

General and administrative expenses were $1.0 million, or 10.6%,
higher in the first quarter of fiscal 1996 as compared with the same fiscal
1995 quarter largely due to the Company's Boston Chicken/Boston Market
operations in the current year. Additionally, the prior year general and
administrative expenses included several nonrecurring items, including a $2.7
million reduction resulting from the reversal of certain previously established
lease subsidy reserves; $472,000 of expenses associated with the rollout of new
menu boards and other repositioning efforts and the corresponding write-off of
the old menu boards; and $254,000 of site conversion costs related to the
Company's Boston Chicken/Boston Market operations, for a net reduction of $1.9
million in that year.

Interest expense increased 7.2% to $2.8 million in the current year as
a result of higher borrowings this year as compared with fiscal 1995.

Other income, net in the first quarter of both fiscal 1996 and fiscal
1995 was comprised of interest on notes and leases receivable and other
nonrecurring income. The total of such income earned in the current year
approximates that of the prior year.

The current year effective tax rate is higher than fiscal 1995 and
approximates statutory levels. This increase is largely due to the elimination
in December 1994 of federal tax credits related to the hiring of certain
qualified employees.

FINANCIAL CONDITION

The development of the Company's Boston Chicken/Boston Market
operations prior to the sale of the common equity units in Boston West
materially impacted the Company's financial condition. Total cash and cash
equivalents decreased $8.8 million and total bank borrowings increased $11.2
million largely as a result of the seven Boston Market stores opened and the
eleven additional stores that were under development during the first quarter
of fiscal 1996. Total cash available to the Company as of May 22, 1995 was
$8.9 million, which includes $2.6 million of holdings in a diversified,
highly-liquid investment portfolio with minimal interest rate risk.

Following the formation of Boston West, the Company's loan agreement
with its bank was amended such that borrowings totaling $28.0 million drawn
against a former revolving credit line primarily to fund the development of the
Company's Boston Chicken/Boston Market operations were converted to a term loan,
payable in quarterly installments through September 1998. In addition, a new
$15 million unsecured revolving credit line that expires in June 1996 was
established for use in the Company's ongoing Carl's Jr. operations. As of May
22, 1995, a total of $14.7 million was available to the Company under this new
credit line.

As of May 22, 1995, the Company was not in compliance with one of its
covenants governing its bank agreement. A waiver of the requirements of this
covenant was received and a more favorable covenant was negotiated in its place
that will apply to future measurement periods.

The Company's primary sources of liquidity are its retail sales, which
are generated in cash. As the Company is no longer the exclusive provider of
capital for Boston West, future capital needs will arise, principally, for the
construction of new Carl's Jr. restaurants, the remodeling of existing
restaurants, the payment of lease obligations, the repayment of debt and the
possible exercise of the option to increase the Company's existing equity
interest in Boston West by $15 million.

The Company believes that cash generated from its Carl's Jr.
operations, along with the cash and marketable securities on hand as of May 22,
1995, and a combination of proceeds from its new revolving credit line and
borrowings from other banks or financial institutions will provide the Company
the funds necessary to meet all of the capital requirement and other
obligations described above.

11
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PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibit 11 Calculation of Earnings per Share

(b) Exhibit 27 Financial Data Schedule (included only with
electronic filing)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has fully caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

CKE RESTAURANTS, INC.
-------------------------------------
(Registrant)

July 5, 1995 /s/ Joseph N. Stein
- ------------ -------------------------------------
Date Senior Vice President,
Chief Financial Officer and Duly
Authorized Officer