EXHIBIT 3-4


                            CERTIFICATE OF AMENDMENT
                                  OF BYLAWS OF
                              CKE RESTAURANTS, INC.
                             a Delaware corporation

The undersigned, Hilary B. Burkemper, certifies as follows:

         1.       She is the duly elected and acting Assistant Secretary of CKE
                  Restaurants, Inc., a Delaware corporation (the "Corporation").

         2.       Article III, Section 3.2 of the Bylaws of the Corporation is
                  hereby amended to read as follows:

                  "SECTION 3.2 NUMBER AND TERM OF OFFICE. "The authorized number
                  of directors of the Corporation shall be twelve (12) until
                  this Section 3.2 is amended by a resolution duly adopted by
                  the Board. Directors need not be stockholders. Each of the
                  directors of the Corporation shall hold office until such
                  director's successor shall have been duly elected and shall
                  qualify or until such director shall resign or shall have been
                  removed in the manner provided in these Bylaws."

         3.       The foregoing amendment of the Bylaws was duly approved by
                  resolution of the Board of Directors of the Corporation on
                  March 3, 2004.

         I declare under penalty of perjury under the laws of the State of
California that the matters set forth in this Certificate are true and correct
of my own knowledge.

Dated: March 3, 2004


  /s/ Hilary B. Burkemper
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Hilary B. Burkemper, Assistant Secretary