Exhibit 23.2



December 21, 2001



CKE Restaurants, Inc.
3916 State Street, Suite 300
Santa Barbara, CA 93105


Gentlemen:

         We hereby consent to (i) the inclusion of our opinion letter, dated
December 14, 2001, to the Special Committee of the Board of Directors of Santa
Barbara Restaurant Group, Inc. (the "Company") as Appendix C to the Joint Proxy
Statement / Prospectus of CKE Restaurants, Inc. and Santa Barbara Restaurant
Group, Inc. relating to the Company's merger with CKE Restaurants, Inc. and (ii)
all references to Bear, Stearns & Co. Inc. in the sections captioned "Opinions
of Financial Advisors," "Background of the Merger," "SBRG Reasons for the
Merger; Recommendation of the SBRG Board of Directors" and "Opinion of SBRG's
Financial Advisor" of the Joint Proxy Statement / Prospectus of CKE Restaurants,
Inc. and Santa Barbara Restaurant Group, Inc. which forms a part of this
Registration Statement on Form S-4 of CKE Restaurants, Inc. In giving such
consent, we do not admit that we come within the category of persons whose
consent is required under, and we do not admit that we are "experts" for
purposes of, the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.



BEAR, STEARNS & CO. INC.



By: /s/  Davies B. Beller
   ----------------------------
   Senior Managing Director