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                                                                   EXHIBIT 10.39

                        AMENDMENT TO EMPLOYMENT AGREEMENT


        This Amendment to Employment Agreement ("Amendment"), dated as of
January 3, 2001, is entered into by and between CKE RESTAURANTS, INC., a
Delaware corporation (the "Company") and ANDREW F. PUZDER (the "Employee").

                                   WITNESSETH:

        WHEREAS, the parties hereto made and entered into a written Employment
Agreement effective as of April 9, 1999 (the "Agreement");

        WHEREAS, the parties hereto desire, and it is in the best interest of
each party, to amend the Agreement;

        NOW, THEREFORE, in consideration of the promises and the mutual
covenants and obligations hereinafter set forth, the parties agree as follows:

        1.  Paragraph 1, Employment and Duties, is amended by deleting it in its
            entirety and replacing it as follows:

            "Subject to the terms and conditions of the Agreement, including
            this Amendment, the Company employs the Employee to serve in an
            executive and managerial capacity as President and Chief Executive
            Officer (or such other title as the Company may designate), and the
            Employee accepts such employment and agrees to perform such
            reasonable responsibilities and duties commensurate with the
            aforesaid positions as directed by the Company's Board of Directors
            or as set forth in the Articles of Incorporation and the Bylaws of
            the Company."

        2.  Paragraph 2, Term, is amended as follows:

            "The term of this Agreement shall commence on the Effective Date and
            shall continue for a period of five (5) years ending April 9, 2004,
            subject to prior termination as set forth in Section 7 of the
            Agreement (the "Term").

        3.  Paragraph 3, Salary, is amended as follows:

            "Commencing September 6, 2000, and subject to the other provisions
            of this Amendment, the Company shall pay the Employee a minimum base
            annual salary of $500,000."

        4.  Paragraph 4, Other Compensation and Fringe Benefits, is amended as
            follows:

            Subdivision (a) is deleted in its entirety and replaced with the
            following provision:

            "The standard Company benefits enjoyed by the Company's other top
            executives."


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            Subdivision (c) is deleted in its entirety and replaced with the
            following provision:

            "(c) Provision by the Company during the Term and any extensions
            thereof to the Employee and his dependents of the medical and other
            insurance coverage provided by the Company to its other top
            executives. In addition, the Company will reimburse Employees for
            all medical, dental and vision care expenses incurred by the
            Employee and his dependents that are not otherwise reimbursed or
            covered by the base health insurance plan;"

            Subdivision (e) is amended as follows:

            "(e) The Annual Bonus for fiscal year ended January 28, 2001, and in
            all subsequent years, shall be calculated by first determining the
            amount by which the Company's net income increases over the prior
            fiscal year. If such increase is 15%, Employee shall receive a bonus
            equal to 50% of his then current minimum base annual salary and if
            net income increases less than 15% or decreases, Employee shall
            receive no bonus. For each full 5% increase in the Company's net
            income over the 15% base increase, Employee's Annual Bonus shall
            increase by an amount equal to 50% of his minimum base annual
            salary. For example, a 30% increase in net income would result in a
            bonus equal to 200% of the Employee's then current minimum base
            annual salary. In no event shall the Annual Bonus exceed 200% of
            Employee's minimum annual base salary. The Annual Bonus shall be
            paid within ninety (90) days after the end of the fiscal year."

        5.  Paragraph 8, Severance Payment, is amended as follows:

            Subdivision (b) (ii) is deleted in its entirety and replaced with
            the following provision:

            "(ii) in lieu of any further salary and bonus payments or other
            payments due to the Employee for periods subsequent to the date of
            termination, the Company shall pay, as severance to the Employee, an
            amount equal to the sum of (i) the Employee's minimum base annual
            salary in effect as of the date of termination multiplied by the
            number of years (including partial years) remaining in the Term or
            the number two (2), whichever is greater, plus (ii) an Annual Bonus
            calculated pursuant to Section 4 (e) above, but assuming a 30%
            increase in net income (200% of Employee's minimum annual base
            salary) multiplied by the number of years remaining in the contract
            for which Employee has not, as yet, received an Annual Bonus or the
            number two (2), whichever is greater, such payment to be made in a
            lump sum on or before the fifth day following the date of
            termination;"

        6.  Except as specifically set forth above, the Agreement and the terms
            and conditions thereof, will remain in full force and effect. From
            and after the date of execution of this Amendment, all references to
            the Agreement shall be deemed to be references to the Agreement as
            amended hereby.


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        IN WITNESS WHEREOF, the parties have executed this Amendment on the day
and year first above written.


CKE RESTAURANTS, INC.                         EMPLOYEE


-----------------------------                 ------------------------------
By:                                           Andrew F. Puzder
Its:



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