response.htm

December 2, 2008

VIA FACSIMILE (202-772-9202) AND EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Max A. Webb, Assistant Director

Re:

CKE Restaurants, Inc.

File Number: 001-11313

Responses to comments made by the staff of the Securities and Exchange Commission by letter dated July 21, 2008

Ladies and Gentlemen:

Set forth below are the responses of CKE Restaurants, Inc. (the “Company”) to comments made by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated July 21, 2008 (the “Comment Letter”), in connection with (i) the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2008, which was filed on March 26, 2008, and (ii) the Company’s Definitive Proxy Statement on Schedule 14A, which was filed on May 9, 2008. The Company’s responses are keyed to numbered paragraphs that correspond to the comments made by the Staff in Comment Letter. In addition, the Company’s responses are preceded by a reproduction of the corresponding Staff comments as set forth in the Comment Letter.

Form 10-K for fiscal year ended January 28, 2008

Signature Pages

1.	In future filings, please revise to identify your principal accounting officer. Refer to Form 10-K.

Company Response: The Company acknowledges the Staff’s comment and will comply with the Staff’s request in its future filings on Form 10-K.

Schedule 14A

Compensation Discussion and Analysis, page 19

In future filings, please disclose all targets, including target income, that must be achieved in order for your executive officers to earn their annual bonus and equity incentive compensation. To the extent you believe that disclosure of the targets is not required because it would result in competitive harm such that the targets could be excluded under Instruction 4 to Item 402(b) of Regulation S-K, please provide us with a detailed explanation for such conclusion. Please also note that to the extent that you have an appropriate basis for omitting the specific targets, you must discuss how difficult it would be for the named executive officers or how likely it will be for you to achieve the undisclosed target levels or other factors. General statements regarding the level of difficulty, or ease, associated with achieving performance goals either corporately or individually are not sufficient.

Company Response: The Company acknowledges the Staff’s comment and will comply with the Staff’s requests in its future filings on Schedule 14A for the then fiscal year most recently concluded. The Company would, however, like to draw the Staff’s attention to the confidentiality request submitted by the Company on October 17, 2006, in which the Company requested that the actual target numbers for the equity incentives be kept confidential. The SEC responded favorably to this request. Copies of both the Company’s request and the favorable SEC response are attached. Based on the SEC response, the Company, in future filings, (i) will disclose the incentive targets for the most recently concluded fiscal year, and (ii) will not disclose the incentive targets for future years until such years have been concluded (the Company does believe that its current description of these future targets is otherwise a comprehensive disclosure even though the specific target numbers are not provided).

In providing its responses to the Staff’s comments, the Company acknowledges that:

·	the Company is responsible for the adequacy and accuracy of the disclosure in its filings;

·	Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

·	the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Should you have any additional questions or comments, please feel free to contact our legal counsel, C. Craig Carlson, via telephone at (949) 725-4125 or via facsimile at (949) 823-5125.

Sincerely,

/s/ Edward Michael Murphy

Edward Michael Murphy

Executive Vice President

and Chief Administrative Officer