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                                                    This filing is made pursuant
                                                    to Rule 424(b)(3) under
                                                    the Securities Act of
                                                    1933 in connection with
                                                    Registration No. 333-62421
 

                                  17,595 SHARES

                              CKE RESTAURANTS, INC.

                                  COMMON STOCK

                                   ----------

      The Prospectus relates to 17,595 shares (the "Shares") of Common Stock,
$.01 par value ("Common Stock"), of CKE Restaurants, Inc., a Delaware
corporation ("CKE" or the "Company") which have been issued to, and are being
offered and sold by, the selling stockholder named herein under the caption
"Selling Stockholder" (the "Selling Stockholder"). The Company will not receive
any part of the proceeds from the sale of the Shares by the Selling Stockholder.

      The Selling Stockholder may sell all or any portion of the Shares for its
own account from time to time in one or more transactions through brokers or
dealers at market prices then prevailing, in underwritten transactions at prices
related to then current market prices or in individually negotiated transactions
at such prices as may be agreed upon. Certain expenses of registration incurred
in the connection with this offering and all brokers' commissions, discounts and
fees are being borne by the Selling Stockholder. See "Plan of Distribution"

      The Selling Stockholder and any broker/dealers, agents or underwriters
that participate with the Selling Stockholder in the distribution of the Common
Stock may be deemed to be "underwriters" within the meaning of the Securities
Act of 1933, as amended (the "Securities Act"), and any commissions received by
them and any profit on the resale of the Common Stock purchased by them may be
deemed to be an underwriting commission or discount under the Securities Act.

      The Company's Common Stock is listed on the New York Stock Exchange
("NYSE") under the symbol "CKR." On September 10, 1998, the last reported sale
price of the Common Stock on the NYSE was $30.94 per share.

       SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN
           MATTERS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.

                                   ----------

    THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
     AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
      SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
          PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
              REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                   ----------

                THE DATE OF THIS PROSPECTUS IS SEPTEMBER 11, 1998.

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                                TABLE OF CONTENTS



                                                                    PAGE
                                                                    ----
                                                                  
Available Information.................................................2
Incorporation of Certain Documents by Reference.......................3
Forward-Looking Statements............................................4
Risk Factors..........................................................4
The Company...........................................................9
Use of Proceeds.......................................................9
Selling Stockholder..................................................10
Plan of Distribution.................................................10
Legal Matters........................................................10
Experts..............................................................10


        No person is authorized to give any information or to make any
representations, other than those contained in this prospectus, in connection
with the offering described herein, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, nor shall there be any sale of these securities by any
person in any jurisdiction in which it is unlawful for such person to make such
offer, solicitation or sale. Neither the delivery of this prospectus nor any
sale made hereunder shall under any circumstances create an implication that the
information contained herein is correct as of any time subsequent to the date
hereof.

                              AVAILABLE INFORMATION

        The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and, in accordance therewith, files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549
and at the Commission's regional offices at 7 World Trade Center, Suite 1300,
New York, New York 10048 and Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Information on the operation
of the public reference facilities can be obtained by calling the Commission at
1-800-SEC-0330. Copies of these materials can also be obtained from the
Commission at prescribed rates by writing to the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission
maintains an Internet web site that contains certain reports, proxy statements
and other information regarding issuers like the Company who files
electronically with the Commission. The address of that site is
http://www.sec.gov. The reports, proxy statements and other information filed by
the Company with the Commission may also be inspected at the offices of the
NYSE, 20 Broad Street, New York, New York 10005.

        The Company has filed with the Commission a Registration Statement on
Form S-3 (including all amendments, exhibits and schedules thereto, the
"Registration Statement"), with respect to the Common Stock offered for resale
hereby. As permitted by the rules and regulations of the Commission, this
Prospectus omits certain information contained in the Registration Statement.
For further information, reference is made to the Registration Statement.
Statements contained in this Prospectus as to the contents of any agreement,
instrument or other document are not necessarily complete, and, in each
instance, reference is made to the copy of such agreement, instrument or
document filed as an exhibit to the Registration Statement, incorporated by
reference into this Prospectus or otherwise filed with the Commission, each such
statement being qualified in its entirety by such reference. Additional updating
information with respect to the Company may be provided in the future by means
of appendices of supplements to this Prospectus.

                                      -2-
   3

                       INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The following reports and other documents previously filed by the
Company with the Commission under the Exchange Act are incorporated by reference
in this Prospectus:

        a.      The Company's Annual Report on Form 10-K for the fiscal year
                ended January 31, 1998;

        b.      The Company's Quarterly Report on Form 10-Q for the quarterly
                period ended May 18, 1998;

        c.      The Company's Current Reports on Form 8-K dated July 15, 1997,
                January 15, 1998, February 19, 1998 (two reports), March 2,
                1998, March 10, 1998, March 16, 1998, and April 1, 1998 (as
                amended); and

        d.      The description of the Company's Common Stock which is contained
                in the registration statement filed by the Company under the
                Exchange Act, including any amendment or reports filed for the
                purpose of updating such description.

        In addition, all reports and other documents subsequently filed by the
Company with the Commission pursuant to Section 13(a), 13(c), 14 and 15(d) of
the Exchange Act prior to the termination of the offering made hereby shall be
deemed to be incorporated by reference in this Prospectus and to be part hereof
from the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein, or in any other subsequently filed document that
also is or is deemed to be incorporated by reference herein, modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.

        The Company will provide, without charge, to each person to whom a copy
of this Prospectus is delivered, upon written or oral request of such person, a
copy of any and all of the information that has been or may be incorporated by
reference herein (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into such documents). Such requests
should be directed to CKE Restaurants, Inc., Attn: General Counsel, 1200 North
Harbor Boulevard, Anaheim, California 92801 (telephone (714) 774-5796).


                                      -3-
   4

                           FORWARD-LOOKING STATEMENTS

        This Prospectus contains or incorporates by reference certain
forward-looking statements with respect to the financial condition and results
of operations and businesses of the Company. These forward-looking statements
involve certain risks and uncertainties, and any such statement is qualified in
its entirety by reference to the following cautionary statements. A number of
factors could cause results to differ materially from those anticipated by such
forward-looking statements. These factors include, but are not limited to, the
competitive environment in the quick-service restaurant industry in general and
in the Company's specific market areas, changes in prevailing interest rates and
the availability of financing, inflation, changes in costs of goods and
services, economic conditions in general and in the Company's specific market
areas, and demands placed on management by the substantial increase in the size
of the Company because of the acquisitions of Hardee's Food Systems, Inc.
("Hardee's") and Flagstar Enterprises, Inc. ("FEI"). In addition, such
forward-looking statements are necessarily dependent upon assumptions, estimates
and data that may be incorrect or imprecise. Accordingly, any forward-looking
statements included or incorporated by reference herein do not purport to be
predictions of future events or circumstances and may not be realized.
Forward-looking statements can be identified by, among other things, the use of
forward-looking terminology such as "believes," "expects," "may," "will,"
"should," "seeks," "pro forma" or "anticipates," or the negative thereof, or
other variations thereon or comparable terminology, or by discussions of
strategy or intentions.

                                  RISK FACTORS

        In addition to the other information set forth and incorporated by
reference in this Prospectus, prospective investors should carefully consider
the following information in evaluating the Company and its business before
making an investment in the securities offered hereby. Actual results are
uncertain and may be impacted by the following factors, among others, which may
cause the actual results to differ materially from those projected in the
forward-looking statements. Because of these and other factors that may affect
the Company's operating results, past performance should not be considered an
indicator of future performance and investors should not use historical results
to anticipate results or trends in future periods.

        The Company cautions that the foregoing list of important factors is not
exclusive and does not undertake to update any forward-looking statement that
may be made from time to time by or on behalf of the Company.

UNCERTAINTIES RELATED TO THE INTEGRATION OF HARDEE'S AND FEI

        The acquisition of Hardee's significantly increased the size of the
Company. Managing the Company and integrating the acquired business operations
of Hardee's will continue to present a significant challenge to the Company's
management. Historically, Hardee's has been a well-established but
underperforming brand which has recently experienced declining system-wide
same-store sales and a declining market share in the quick-service hamburger
restaurant industry. The Company continues to evaluate the restaurant operations
of Hardee's and various short- and long-term strategic considerations in the
process of assessing the extent to which Hardee's restaurant operations will be
integrated, restructured or otherwise modified by the Company. One of the
objectives of the Company's turnaround strategies for Hardee's is to stem the
recent negative operating trends experienced by Hardee's. However, there can be
no assurance that these strategies will be successful. If the Company is unable
to achieve anticipated improvements in restaurant-level operating margins or
reductions in corporate overhead costs in its Hardee's operations on a timely
basis, cash flows generated from Hardee's operations may not be adequate to
support the Company's turnaround strategies for Hardee's, some of which require
significant capital expenditures. The Company's success will also depend, in
part, on its Hardee's franchisees. Hardee's franchisees are not required to
participate in implementing the Company's strategies and there can be no
assurance that Hardee's franchisees will participate. Lack of participation by
Hardee's franchisees in implementing the Company's strategies could delay or
limit the success of the Company's strategies. Restructuring and integrating the
restaurant operations of Hardee's will require the dedication of significant
capital and management resources, which may cause an interruption of, or a loss
of momentum in, the activities of the Company. The difficulties of such
restructuring and integration may be increased by the necessity of coordinating
geographically separate 


                                      -4-
   5

organizations and selectively introducing the Carl's Jr. brand into markets in
which Carl's Jr. restaurants have never operated, all of which, together with
other factors beyond the Company's control, may adversely affect the cost,
implementation, execution and timing of the Company's turnaround strategies for
Hardee's. Failure to effectively accomplish the integration of the Company's
operations or to improve Hardee's results of operations could have a material
adverse effect on the Company's financial condition and results of operations.

        The acquisition of FEI resulted in another significant increase in the
size of the Company. Integrating the acquired business operations of FEI also
presents a significant challenge to the Company's management, and may affect the
implementation and timing of the Company's turnaround strategies for Hardee's.
The Company believes that the acquisition of FEI will help the Company achieve a
greater degree of control over the entire Hardee's system; however, no
assurances can be given that the Company will realize the benefits it
anticipates from the acquisition of FEI or that such acquisition will not
adversely affect the Company's financial condition or results of operations.

INCREASED LEVERAGE

        In order to finance the Hardee's acquisition and to make borrowings
available to the Company for working capital and other corporate purposes, in
July 1997 the Company entered into a term loan facility of $75.0 million (the
"Term Loan Facility") and a $225.0 million revolving credit facility (the
"Revolving Credit Facility" and, collectively with the Term Loan Facility, the
"Senior Credit Facility"). On April 1, 1998, the Company amended the Senior
Credit Facility to increase the aggregate principal amounts of the lenders'
commitments under the Term Loan Facility to $250.0 million and under the
Revolving Credit Facility to $250.0 million. The Company incurred borrowings of
$213.2 million thereunder to finance a portion of the purchase price of the FEI
acquisition. In addition, in March 1998 the Company completed a private
placement of $197.2 million aggregate principal amount of 4 1/4% Convertible
Subordinated Notes due 2004 (the "Notes"), the net proceeds of which were also
used to finance the FEI acquisition. As a result, the ratio of the Company's
long-term debt to its total capitalization has increased from 28.2% at January
26, 1998 to 52.5% at May 18, 1998. The Company's increased degree of leverage
could have important consequences to investors, including the following: (i) the
Company's ability to obtain additional financing for working capital, capital
expenditures, acquisitions and general corporate purposes may be decreased in
the future; (ii) an increased portion of the Company's cash flow from operations
will be dedicated to the payment of principal and interest on its indebtedness,
thereby reducing the funds available to the Company for other purposes; (iii)
most of the Company's borrowings are and will continue to be at variable rates
of interest (including borrowings under the Senior Credit Facility), which
exposes the Company to the risk of increased interest rates; (iv) the Company
may be substantially more leveraged than certain of its competitors, which may
place the Company at a competitive disadvantage; and (v) the Company's
substantial degree of leverage may limit its flexibility to adjust to changing
market conditions, reduce its ability to withstand competitive pressures and
make it more vulnerable to a downturn in general economic conditions or its
businesses. The Company's ability to make scheduled payments or to refinance its
obligations with respect to its indebtedness, and to comply with the financial
covenants and other obligations under its debt instruments, will depend on its
financial and operating performance, which in turn will be subject to economic
conditions and to financial, business and other factors beyond its control.
There can be no assurance that the Company's operating results, cash flow and
capital resources will be sufficient for payment of its indebtedness in the
future.

RISKS ASSOCIATED WITH GROWTH STRATEGY

        The Company's growth strategy includes, among other things, opening
additional Company-operated and franchised restaurants, dual-branding its
restaurant concepts and remodeling its restaurants. The success of the Company's
growth strategy will depend on numerous factors, many of which are beyond the
control of the Company and its franchisees, including the hiring, training and
retention of qualified management and other restaurant personnel, the ability to
obtain necessary governmental permits and approvals, the availability of
appropriate financing and general economic conditions. The Company and its
franchisees face competition from other restaurant operators, retail chains,
companies and developers for desirable site locations, which may adversely
affect the cost, implementation and timing of the Company's expansion plans. To
manage its planned expansion, the Company must ensure the continuing adequacy of
its existing systems and procedures, including its 


                                      -5-
   6

supply and distribution arrangements, restaurant management, financial controls
and information systems. The Company's growth will also depend in part on its
ability to increase sales at existing restaurants. In addition to its turnaround
strategies for Hardee's, the Company expects to continue remodeling and
upgrading equipment at its Hardee's restaurants. The Company has substantially
completed its remodeling program for its Company-operated Carl's Jr. restaurants
and plans to convert at least 60 of its Carl's Jr. restaurants to Carl's
Jr./Green Burrito dual-brand restaurants in each of the next three years. The
Company will incur significant capital expenditures in remodeling and converting
restaurants and will experience a loss of revenues during the brief periods of
time that restaurants are closed for remodeling or conversion. There can be no
assurance that such remodels and conversions will increase the revenues
generated by these restaurants or, even if revenues are increased, that such
increases will be sustainable. In addition, although the sales results
experienced by the Company-operated Carl's Jr. restaurants that have been
remodeled or converted to dual-brand restaurants have generally been favorable
to date, there can be no assurance that such favorable sales results are
sustainable or that they are indicative of sales results that will be achieved
by restaurants to be remodeled or converted in the future. There can also be no
assurance that the Company will be able to achieve same-store sales increases in
its Company-operated restaurants.

ENVIRONMENTAL MATTERS

        The Company is subject to federal, state and local laws, regulations and
ordinances that (i) govern activities or operations that may have adverse
environmental effects, such as discharges to air and water, as well as handling
and disposal practices for solid and hazardous wastes, and (ii) impose liability
for the costs of cleaning up, and certain damages resulting from, sites of past
spills, disposals or other releases of hazardous materials (together,
"Environmental Laws"). In particular, under applicable Environmental Laws, the
Company may be responsible for remediation of environmental conditions and may
be subject to associated liabilities (including liabilities resulting from
lawsuits brought by private litigants) relating to its restaurants and the land
on which its restaurants are located, regardless of whether the Company leases
or owns the restaurants or land in question and regardless of whether such
environmental conditions were created by the Company or by a prior owner or
tenant. There can be no assurance that environmental conditions relating to
prior, existing or future restaurants or restaurant sites will not have a
material adverse effect on the Company.

RISKS RELATED TO ACQUISITION STRATEGY

        Although the Company is not currently contemplating any significant
additional acquisitions of other restaurant companies, it will continue to
evaluate investment opportunities in other restaurant companies. Acquisitions
involve a number of risks that could adversely affect the Company's operating
results, including the diversion of management's attention, the assimilation of
the operations and personnel of the acquired companies, the amortization of
acquired intangible assets and the potential loss of key employees. No assurance
can be given that any acquisition or investment by the Company will not
materially and adversely affect the Company or that any such acquisition or
investment will enhance the Company's business. If the Company determines to
make any significant acquisitions of, or investments in, other businesses, the
Company may be required to sell additional equity or debt securities or obtain
additional credit facilities. The sales, if any, of additional equity or
convertible debt securities could result in additional dilution to the Company's
stockholders.

COMPETITION

        The food service industry is intensely competitive with respect to the
quality and value of food products offered, concept, service, price, dining
experience and location. The Company primarily competes with major restaurant
chains, some of which dominate the quick-service restaurant industry, and also
competes with a variety of other food service companies and fast-food
restaurants. The Company's competitors also include a variety of mid-price,
full-service casual dining restaurants, health and nutrition-oriented
restaurants, delicatessens and prepared food stores, as well as supermarkets and
convenience stores. Many of the Company's competitors have substantially greater
financial, marketing and other resources than the Company, which may give them
certain competitive advantages. Certain of the major quick-service restaurant
chains have increasingly offered selected food items and combination meals at
discounted prices. In recent years, the Company's restaurant sales were
adversely affected by aggressive promotions and price reductions by its
competitors. Future changes in the pricing 


                                      -6-
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or other marketing strategies of one or more of the Company's competitors could
have a material adverse effect on the Company's financial condition and results
of operations. As the Company's competitors expand operations, competition can
be expected to intensify. Such increased competition could have a material
adverse effect on the Company's financial condition and results of operations.

FOOD SERVICE INDUSTRY

        Food service businesses are often affected by changes in consumer
tastes, national, regional and local economic conditions and demographic trends.
The performance of individual restaurants may be adversely affected by factors
such as traffic patterns, demographics and the type, number and location of
competing restaurants. Multi-unit food service businesses such as the Company's
can also be materially and adversely affected by publicity resulting from poor
food quality, illness, injury or other health concerns or operating issues
stemming from one restaurant or a limited number of restaurants or from consumer
concerns with respect to the nutritional value of quick-service food. Dependence
on frequent deliveries of fresh produce and groceries subjects food service
businesses such as the Company's to the risk that shortages or interruptions in
supply, caused by adverse weather or other conditions, could adversely affect
the availability, quality and cost of ingredients. In addition, unfavorable
trends or developments concerning factors such as inflation, increased food,
labor and employee benefit costs (including increases in hourly wage and
unemployment tax rates), increases in the number and locations of competing
quick-service restaurants, regional weather conditions and the availability of
experienced management and hourly employees may also adversely affect the food
service industry in general and the Company's financial condition and results of
operations in particular. Changes in economic conditions affecting the Company's
customers could reduce traffic in some or all of the Company's restaurants or
impose practical limits on pricing, either of which could have a material
adverse effect on the Company's financial condition and results of operations.
The continued success of the Company will depend in part on the ability of the
Company's management to anticipate, identify and respond to changing conditions.

DEPENDENCE ON KEY PERSONNEL

        The Company believes that its success will depend in part on the
continuing services of its key executives, including William P. Foley II,
Chairman of the Board and Chief Executive Officer, and C. Thomas Thompson,
President and Chief Operating Officer. In addition to his position with the
Company, Mr. Foley currently serves as a director or executive officer of
certain other business entities and a meaningful portion of his time is devoted
to such other businesses. The loss of the services of either of these executives
could have a material adverse effect upon the Company's business, and there can
be no assurance that qualified replacements would be available. The Company's
continued growth will also depend in part on its ability to attract and retain
additional skilled management personnel.

GOVERNMENT REGULATIONS

        The restaurant industry is subject to extensive federal, state and local
governmental regulations, including those relating to the preparation and sale
of food and those relating to building and zoning requirements. The Company and
its franchisees are also subject to laws governing their relationships with
employees, including minimum wage requirements, overtime, working and safety
conditions and citizenship requirements. The Company is also subject to federal
regulation and certain state laws which govern the offer and sale of franchises.
Many state franchise laws impose substantive requirements on franchise
agreements, including limitations on noncompetition provisions and on provisions
concerning the termination or nonrenewal of a franchise. Some states require
that certain materials be registered before franchises can be offered or sold in
that state. The failure to obtain or retain licenses or approvals to sell
franchises could adversely affect the Company and its franchisees. Many of the
Company's employees are paid hourly rates based upon the federal and state
minimum wage laws. Recent legislation increasing the minimum wage has resulted
in higher labor costs to the Company and its franchisees. The Company
anticipates that increases in the minimum wage may be offset through pricing and
other cost control efforts; however, there can be no assurance that the Company
or its franchisees will be able to pass such additional costs on to customers in
whole or in part.


                                      -7-
   8

LITIGATION

        The Company is from time to time the subject of complaints and
litigation from customers alleging illness, injury or other food quality, health
or operational concerns. The Company also is the subject of complaints or
allegations from employees and franchisees from time to time. The Company
believes that the lawsuits, claims and other legal matters to which it is
subject in the course of its business are not material to the Company's
financial condition or results of operations, but an existing or future lawsuit
or claim could result in an adverse decision against the Company that could have
a material adverse effect on the Company's financial condition and results of
operations.

ANTI-TAKEOVER PROVISIONS

        The Company's Certificate of Incorporation and Bylaws include several
provisions and features intended to render more difficult certain unsolicited or
hostile attempts to acquire the Company. These features include, among other
things, the establishment of a classified Board of Directors with staggered
terms of office and cumulative voting in the election of directors, the
requirement of a supermajority vote of stockholders to approve certain business
combinations, the elimination of the right of stockholders to call special
meetings of stockholders or to act by written consent, advance notice
requirements for stockholder proposals and director nominations, provisions that
directors may be removed only for cause and that vacancies in the Board of
Directors may (unless the Board of Directors determines otherwise) be filled
only by a majority of the remaining directors, and a requirement for a
supermajority vote of stockholders to amend certain of the foregoing provisions.
In light of the foregoing, the Company has elected, in its Certificate of
Incorporation, not to be governed by Section 203 of the Delaware General
Corporation Law, which limits the ability of a corporation to engage in certain
"business combinations" (as defined therein) with an "interested stockholder"
(as defined therein). In addition, the Board of Directors has the authority,
without further action by the Company's stockholders, to issue up to five
million shares of preferred stock in one or more series, and to fix the rights,
preferences and restrictions thereof. These provisions could have the effect of
making it more difficult for a third party to acquire, or of discouraging a
third party from attempting to acquire, control of the Company. Such provisions
could also limit the price that investors might be willing to pay in the future
for shares of the Company's Common Stock.

STOCK PRICE VOLATILITY

        The market price of the Company's Common Stock has risen substantially
since fiscal 1996. The market price of the Common Stock could be substantially
affected by quarterly variations in the actual or anticipated results of
operations of the Company, its competitors and other companies in the restaurant
industry, as well as changes in general conditions in the economy, the financial
markets or the quick-service restaurant industry, the failure by the Company to
meet securities analysts' expectations, changes in securities analysts'
recommendations regarding the Common Stock, the occurrence of natural disasters,
or other developments affecting the Company or its competitors. In recent years
the stock market has experienced significant price and volume fluctuations. This
volatility has had a significant effect on the market prices of securities
issued by many companies for reasons unrelated to the operating performance of
these companies. These broad market fluctuations may adversely affect the market
price of the Company's Common Stock.

ABILITY TO PAY DIVIDENDS

        The Company currently follows a policy of paying semi-annual cash
dividends on its Common Stock. However, the continued payment of dividends on
the Common Stock will depend on certain factors including the Company's
operating results, business requirements and financial condition and such other
factors that the Company's Board of Directors considers relevant. Under certain
circumstances, the Senior Credit Facility will restrict the ability of the
Company to pay cash dividends on the Common Stock.


                                      -8-
   9

                                   THE COMPANY

OVERVIEW

        The Company is a leading nationwide owner, operator and franchisor of
quick-service restaurants with 3,885 branded restaurant units operating as of
May 18, 1998, primarily under the Carl's Jr. and Hardee's brand names. Based on
domestic system-wide sales, the Company's Hardee's and Carl's Jr. chains are the
fourth and seventh largest quick-service hamburger restaurant chains in the
United States, respectively. The Company also owns and operates quick-service
Mexican restaurants under the Taco Bueno brand name.

o       Carl's Jr.(R)-- Carl's Jr. was founded in 1956 and is located primarily
        in the Western United States, with a leading market presence in
        California. The Carl's Jr. menu features several charbroiled hamburgers,
        chicken sandwiches, steak sandwiches and other signature items,
        including the Famous Star, Western Bacon Cheeseburger(R), Super Star(R),
        Charbroiler Chicken Sandwiches(R), Crispy Chicken Sandwiches and the
        Charbroiled Sirloin Steak Sandwich. The Company believes that Carl's Jr.
        maintains a strong price-value image with its customers because its menu
        items are generally made-to-order, meet exacting quality standards, are
        offered in generous portions and have a strong reputation for quality
        and taste. As of May 18, 1998, the Carl's Jr. system included 732
        restaurants, of which 447 were operated by the Company and 285 were
        operated by the Company's franchisees and licensees.

o       Hardee's(R)-- Hardee's, which was acquired by the Company in July 1997,
        was founded in 1961 and has a leading market presence in the
        Southeastern and Midwestern United States. Hardee's strength is its
        breakfast menu, generating approximately 30% of its overall revenues,
        which is one of the highest percentages in the quick-service hamburger
        restaurant industry. Hardee's breakfast menu features made-from-scratch
        biscuits, biscuit breakfast sandwiches and other items such as hash
        rounds and breakfast platters. The current Hardee's lunch and dinner
        menu includes hamburgers and fried chicken. Since its acquisition of
        Hardee's, the Company's management has implemented certain improvements
        to the Hardee's menu by streamlining its product offerings and is in the
        process of adding in selected markets certain Carl's Jr. lunch and
        dinner menu items to complement Hardee's strong breakfast menu. On April
        1, 1998, the Company acquired FEI, an operator of 557 Hardee's
        restaurants located in the Southeastern United States and the largest
        franchisee of the Hardee's system. As of May 18, 1998, the Hardee's
        system included 2,927 restaurants, of which 1,426 were operated by the
        Company and 1,501 were operated by the Company's franchisees and
        licensees.

o       Taco Bueno(R) -- The Company owns and operates 110 Taco Bueno
        quick-service Mexican restaurants located in Texas and Oklahoma. Taco
        Bueno seeks to differentiate itself from its principal competitors by
        offering a diverse menu featuring generous portions of freshly prepared,
        high quality food items. In addition to typical quick-service Mexican
        offerings, such as burritos, tacos, tostadas and combination meals, Taco
        Bueno features a number of signature menu items, such as its Chicken
        Taco Salad and Mucho Burrito Platter.

        Certain information relating to the executive compensation, various
benefit plans (including stock option plans), voting securities and the
principal holders thereof, certain relationships and related transactions and
other related matters as to the Company is incorporated by reference or set
forth in the Company's Annual Report on Form 10-K, as amended, for the year
ended January 31, 1998, incorporated herein by reference. Those persons, to whom
a copy of this Prospectus is delivered, desiring copies of such documents may
contact the Company at its address or telephone number indicated under
"Incorporation of Certain Documents by Reference."

                                 USE OF PROCEEDS

        All of the Shares covered by this Prospectus are being offered by the
Selling Stockholders. The Company will not receive any of the proceeds from the
sale of the Shares.


                                      -9-
   10

                               SELLING STOCKHOLDER

        The following table sets forth certain information with respect to the
shares of Common Stock held by the Selling Stockholder as of August 27, 1998.
Except as otherwise noted elsewhere in this Prospectus, the Selling Stockholder
has not held any position, office or other material relationship with the
Company or any of its predecessors or affiliates within the past three years.



                                                                  Shares Owned After Offering
                               Shares Owned                       ---------------------------  
           Name             Prior to Offering    Shares Offered     Number         Percent
- -----------------------     -----------------    --------------   ----------      -----------   
                                                                      
Great River Restaurants
  of Iowa, Inc.                 17,845              17,595            250              *


- ----------------
*  Less than one percent

        The Selling Stockholder and/or David K. Ebbing have been a franchisee of
Hardee's operating four Hardee's restaurants during the past three years, and
sold the assets of such restaurants to Hardee's on July 8, 1998 as consideration
for the Shares pursuant to an Asset Purchase Agreement by and among the Company,
the Selling Stockholder, David K. Ebbing and Hardee's.

                              PLAN OF DISTRIBUTION

        The Shares may be sold from time to time directly by the Selling
Stockholder or, alternatively, through underwriters, broker-dealers or agents.
If the Shares are sold through underwriters or broker-dealers, the Selling
Stockholder will be responsible for underwriting discounts or commissions or
agent's commissions. Such Shares may be sold in one or more transactions at
fixed prices, at prevailing market prices at the time of sale, at varying prices
determined at the time of sale, or at negotiated prices. Such Sales may be
effected in transactions (which may involve crosses or block transactions) (i)
on any national securities exchange or quotation service on which the Shares may
be listed or quoted at the time of sale, (ii) in the over-the-counter market,
(iii) in transactions otherwise than on such exchanges or services or in the
over-the-counter market, or (iv) through the writing of options. Sales of the
Shares may also be made pursuant to Rule 144 under the Securities Act, where
applicable.

        The Selling Stockholder and any broker executing selling orders on
behalf of the Selling Stockholder may be deemed to be an "underwriter" within
the meaning of the Securities Act of 1933, as amended (the "Securities Act"), in
which event commissions received by such broker may be deemed to be underwriting
commissions under the Securities Act.

        Pursuant to the Asset Purchase Agreement, the Company has agreed to file
one or more registration statements with the Commission to register the resale
of the Shares under the Securities Act and, after such registration statement(s)
become effective, use its best efforts to maintain the effectiveness of any such
registration statement(s) for specified time periods.

        The Company has agreed to pay all of the expenses in connection with the
registration of the Shares, other than underwriting discounts, commissions and
fees applicable to the sale of the Shares by the Selling Stockholder.

                                  LEGAL MATTERS

        Certain legal matters in connection with the Common Stock offered hereby
will be passed upon for the Company by Stradling Yocca Carlson & Rauth, a
Professional Corporation, Newport Beach, California.

                                     EXPERTS

        The consolidated financial statements of CKE Restaurants, Inc. and its
subsidiaries as of January 31, 1998 and 1997 and for each of the years in the
three-year period ended January 31, 1998, incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the year ended January
31, 1998, have been so 


                                      -10-
   11

incorporated in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, and upon the authority of said firm as experts in
accounting and auditing.

        The combined financial statements of Hardee's Food Systems, Inc. for
each of the years in the three-year period ended December 31, 1996 incorporated
in this Prospectus by reference from the Company's Current Report on Form 8-K
dated July 15, 1997, have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report which is incorporated herein by reference
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.

        The consolidated financial statements of Flagstar Enterprises, Inc. for
each of the years in the three-year period ended December 31, 1997 incorporated
in this Prospectus by reference from the Company's Current Report on Form 8-K
dated April 1, 1998 (as amended), have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report which is incorporated herein by
reference and have been so incorporated in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.


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