<PAGE>   1



AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 3, 1994
                                                         REGISTRATION NO.33-____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                              --------------------

                             CKE RESTAURANTS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



<TABLE>
     <S>                                            <C>
                DELAWARE                                33-0602639
     (STATE OR OTHER JURISDICTION OF                 (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                 IDENTIFICATION NO.)
</TABLE>                                                                   

             1200 NORTH HARBOR BOULEVARD, ANAHEIM, CALIFORNIA 92801
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)


            CKE RESTAURANTS, INC. 1994 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)



<TABLE>
 <S>                                                <C>
          WILLIAM P. FOLEY, II                         (714)774-5796
          CHAIRMAN OF THE BOARD                      (TELEPHONE NUMBER,
      1200 NORTH HARBOR BOULEVARD                   INCLUDING AREA CODE,
       ANAHEIM, CALIFORNIA  92801                   OF AGENT FOR SERVICE)
 (NAME AND ADDRESS OF AGENT FOR SERVICE)     
</TABLE>

<PAGE>   2

________________________________________________________________________________

                        CALCULATION OF REGISTRATION FEE
________________________________________________________________________________

<TABLE>
<CAPTION>
                                                        PROPOSED MAXIMUM        PROPOSED MAXIMUM          AMOUNT OF
TITLE OF SECURITIES                AMOUNT TO BE          OFFERING PRICE             AGGREGATE            REGISTRATION
TO BE REGISTERED                   REGISTERED(1)          PER SHARE(2)          OFFERING PRICE(2)            FEE
_____________________________________________________________________________________________________________________
<S>                                <C>                       <C>                    <C>                   <C>
Common Stock, $.01 par value       500,000 shares            $8.3125                $4,156,250            $1,433.19
(Under the CKE Restaurants,        
Inc. 1994 Stock Incentive
Plan)
_____________________________________________________________________________________________________________________

</TABLE>

(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the Registrant's 1994
         Employee Stock Purchase Plan by reason of any stock dividend, stock
         split, recapitalization or any other similar transaction without
         receipt of consideration which results in an increase in the number of
         outstanding shares of Common Stock of CKE Restaurants, Inc.

(2)      Estimated solely for the purpose of calculating the registration fee
         and, pursuant to Rule 457(h) of the Securities Act of 1933, based on
         the average of the high and low prices of a share of Common Stock of
         the Registrant on the New York Stock Exchange on November 1, 1994.

================================================================================

<PAGE>   3

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Carl Karcher Enterprises, Inc. and
its successor corporation CKE Restaurants, Inc. (collectively, the "Company"),
are incorporated herein by reference:

         (a)     The Company's Annual Report on Form 10-K for the fiscal year
                 ended January 31, 1994, filed pursuant to Section 13(a) or
                 15(d) of the Securities Exchange Act of 1934 (the "Exchange
                 Act").

         (b)     All other reports filed by the Company pursuant to Section
                 13(a) or 15(d) of the Exchange Act since January 31, 1994.

         (c)     The description of the Company's common stock, par value $.01
                 per share (the "Common Stock"), contained in the Company's
                 registration statement on Form 8-B filed under the Exchange
                 Act, including any subsequent amendment or any report filed
                 for the purpose of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents").

         Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") provides for the indemnification of directors and officers
under certain circumstances, as therein set forth. The Registrant's By-laws
provides that the Registrant shall indemnify its officers and directors in the
manner and to the fullest extent permitted by the Delaware Law. The By-Laws
also permit the Registrant to enter into indemnification agreements with any
one or more of its directors, officers, employees and agents upon the approval
of the Registrant's Board of Directors.





                                      II-1
<PAGE>   4

         In addition, the Registrant's Certificate of Incorporation provides
that, pursuant to the Delaware Law, the Registrant's directors shall not be
liable to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director. This provision in the Certificate of
Incorporation does not eliminate the duty of care, and in appropriate
circumstances equitable remedies such as injunctive or other forms of
non-monetary relief will remain available under the Delaware Law. This
provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or federal environmental laws. The
Certificate of Incorporation further provides that the Registrant shall
indemnify its directors and officers in the manner and to the fullest extent
permitted by the Delaware Law, and requires the Registrant to advance
litigation expenses under certain circumstances. The Certificate of
Incorporation also provides that the indemnification provided therein shall not
be deemed to be exclusive of any other rights to which any person seeking
indemnification from the Registrant may be entitled under any agreement, vote
of stockholders or disinterested directors, or otherwise. The above discussion
of the Registrant's Bylaws, Certificate of Incorporation and of the Delaware
Law is not intended to be exhaustive and is respectively qualified in its
entirety by such Bylaws, Certificate of Incorporation and the Delaware Law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER           DESCRIPTION OF EXHIBIT        
- --------         ------------------------------
<S>              <C>
4.1 *            Certificate of Incorporation of the Registrant.

4.2 *            By-Laws of the Registrant.

5                Opinion and consent of McDermott, Will & Emery as to the legality of the securities being registered.

23.1             Consent of McDermott, Will & Emery (included in its opinion filed as Exhibit 5).

23.2             Consent of KPMG Peat Marwick LLP.

24               Power of Attorney. Reference is made to page II-5 of this Registration Statement.

99               CKE Restaurants, Inc. 1994 Employee Stock Purchase Plan.

- ------------------                                                       
</TABLE>
*        Incorporated by reference to the Company's Registration Statement on
Form S-8 (File No. 33-55337), filed on September 1, 1994.

ITEM 9.  UNDERTAKINGS.

         The Registrant hereby undertakes:

         (1)     To file, during any period in which offers or sales are being
                 made, a post-effective amendment to this Registration
                 Statement:

                 (i)         To include any prospectus required by Section
                             10(a)(3) of the Securities Act of 1933, as 
                             amended (the "Act");





                                      II-2
<PAGE>   5

                 (ii)        To reflect in the prospectus any facts or events
                             arising after the effective date of the
                             Registration Statement (or the most recent
                             post-effective amendment thereof) which,
                             individually or in the aggregate, represent a
                             fundamental change in the information set forth in
                             the Registration Statement;

                 (iii)       To include any material information with respect
                             to the plan of distribution not previously
                             disclosed in the registration statement or any
                             material change to such information in the
                             Registration Statement;

                 provided, however, that paragraphs (i) and (ii) shall not
                 apply if the information required to be included in a
                 post-effective amendment by those paragraphs is contained in
                 periodic reports filed with or furnished to the Commission by
                 the registrant pursuant to Section 13 or Section 15(d) of the
                 Securities Exchange Act of 1934 (the "Exchange Act") that are
                 incorporated by reference in the Registration Statement.

         (2)     That, for the purpose of determining any liability under the
                 Act, each such post-effective amendment shall be deemed to be
                 a new registration statement relating to the securities
                 offered therein, and the offering of such securities at that
                 time shall be deemed to be the initial bona fide offering
                 thereof.

         (3)     To remove from registration by means of a post-effective
                 amendment any of the securities being registered which remain
                 unsold at the termination of the offering.

         (4)     That, for the purposes of determining any liability under the
                 Act, each filing of the Registrant's annual report pursuant to
                 Section 13(a) or Section 15(d) of the Exchange Act and each
                 filing of an employee benefit plan's annual report pursuant to
                 Section 15(d) of the Exchange Act that is incorporated by
                 reference in the Registration Statement shall be deemed to be
                 a new registration statement relating to the securities
                 offered therein, and the offering of such securities at that
                 time shall be deemed to be the initial bona fide offering
                 thereof.

         (5)     Insofar as indemnification for liabilities arising under the
                 Act may be permitted to directors, officers and controlling
                 persons of the Registrant pursuant to the foregoing
                 provisions, or otherwise, the Registrant has been advised that
                 in the opinion of the Securities and Exchange Commission such
                 indemnification is against public policy as expressed in the
                 Act and is, therefore, unenforceable. In the event that a
                 claim for indemnification against such liabilities (other than
                 the payment by the registrant of expenses incurred or paid by
                 a director, officer or controlling person of the registrant in
                 the successful defense of any action, suit or proceeding) is
                 asserted by such director, officer or controlling person in
                 connection with the securities being registered, the
                 Registrant will, unless in the opinion of its counsel the
                 matter has been settled by controlling precedent, submit to a
                 court of appropriate jurisdiction the question whether such
                 indemnification by it is against public policy as expressed in
                 the Act and will be governed by the final adjudication of such
                 issue.





                                      II-3
<PAGE>   6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Anaheim, State of California, on October 28,
1994.

                                           CKE RESTAURANTS, INC.

                                           By: /s/ WILLIAM P. FOLEY, II         
                                           ----------------------------------
                                           William P. Foley, II
                                           Chief Executive Officer

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints each of William P.  Foley, II and
Loren C. Pannier his true and lawful attorney-in-fact and agent, each with full
power of substitution and revocation, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto each such
attorney-in-fact and agent, full power and authority to do and perform such
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and the foregoing Power of Attorney have been signed on
October 28, 1994, by the following persons in the capacities indicated.


<TABLE>
<CAPTION>
                    SIGNATURES                                  TITLE
     <S>                                            <C>
             /s/ WILLIAM P. FOLEY II                    Chairman of the Board
     ---------------------------------------           Chief Executive Officer
               William P. Foley II                   (Principal Executive Officer)
                                                  
                                                  
               /s/ LOREN C. PANNIER                     Senior Vice President,
     ---------------------------------------           Chief Financial Officer
                 Loren C. Pannier                   (Principal Financial Officer)
                                                  
                                                  
                /s/ LAURIE A. BALL                    Vice President, Controller
     ---------------------------------------        (Principal Accounting Officer)
                 Laurie A. Ball                   
</TABLE>                                          
                                                  
                                                  



                                      II-4
<PAGE>   7

<TABLE>
<CAPTION>
                    SIGNATURES                           TITLE
             <S>                                    <C>
                                                    Director
     ---------------------------------------               
                   Peter Churm                
                                              
               /s/ FRANK P. WILLEY                  Director
     ---------------------------------------               
                 Frank P. Willey              
                                              
                                                    Director
     ---------------------------------------               
                 Carl L. Karcher              
                                              
               /s/ CARL N. KARCHER                  Director
     ---------------------------------------               
                 Carl N. Karcher              
                                              
             /s/ DANIEL D. (RON) LANE               Director
     ---------------------------------------               
               Daniel D. (Ron) Lane           
                                              
                                                    Director
     ---------------------------------------               
               Elizabeth A. Sanders           
</TABLE>                                      





                                      II-5
<PAGE>   8

                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT                                                                    PAGE
NUMBER        DESCRIPTION OF EXHIBIT                                      NUMBER
<S>           <C>                                                         <C>
4.1 *         Certificate of Incorporation of the Registrant.

4.2 *         By-Laws of the Registrant.

5             Opinion and consent of McDermott, Will & Emery as to the
              legality of the securities being registered.

23.1          Consent of McDermott, Will & Emery (included in its opinion 
              filed as Exhibit 5).

23.2          Consent of KPMG Peat Marwick LLP.

24            Power of Attorney. Reference is made to page II-5 of this 
              Registration Statement.

99            CKE Restaurants, Inc. 1994 Employee Stock Purchase Plan.
- ------------------------                                              
</TABLE>
*             Incorporated by reference to the Company's Registration Statement
              on Form S-8 (File No. 33-55337), filed on September 1, 1994.





                                      II-6
[{"type": "S-8", "sequence": "1", "description": "CKE RESTAURANTS, INC. -- FORM S-8", "secsgml_size_bytes": 20036}]
{"company-data": {"conformed-name": "CKE RESTAURANTS INC", "cik": "0000919628", "assigned-sic": "0000", "irs-number": "330602639", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-56313", "film-number": "94557509"}, "business-address": {"street1": "1200 N HARBOR BLVD", "city": "ANAHEIM", "state": "CA", "zip": "92801", "phone": "7147745796"}}
1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 3, 1994
                                                         REGISTRATION NO.33-____
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                              --------------------

                             CKE RESTAURANTS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE                                33-0602639
     (STATE OR OTHER JURISDICTION OF                 (I.R.S. EMPLOYER
     INCORPORATION OR ORGANIZATION)                 IDENTIFICATION NO.)
1200 NORTH HARBOR BOULEVARD, ANAHEIM, CALIFORNIA 92801
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)

            CKE RESTAURANTS, INC. 1994 EMPLOYEE STOCK PURCHASE PLAN
                            (FULL TITLE OF THE PLAN)
WILLIAM P. FOLEY, II                         (714)774-5796
          CHAIRMAN OF THE BOARD                      (TELEPHONE NUMBER,
      1200 NORTH HARBOR BOULEVARD                   INCLUDING AREA CODE,
       ANAHEIM, CALIFORNIA  92801                   OF AGENT FOR SERVICE)
 (NAME AND ADDRESS OF AGENT FOR SERVICE)
2

________________________________________________________________________________

                        CALCULATION OF REGISTRATION FEE
________________________________________________________________________________
PROPOSED MAXIMUM        PROPOSED MAXIMUM          AMOUNT OF
TITLE OF SECURITIES                AMOUNT TO BE          OFFERING PRICE             AGGREGATE            REGISTRATION
TO BE REGISTERED                   REGISTERED(1)          PER SHARE(2)          OFFERING PRICE(2)            FEE
_____________________________________________________________________________________________________________________
Common Stock, $.01 par value       500,000 shares            $8.3125                $4,156,250            $1,433.19
(Under the CKE Restaurants,        
Inc. 1994 Stock Incentive
Plan)
_____________________________________________________________________________________________________________________
(1)      This Registration Statement shall also cover any additional shares of
         Common Stock which become issuable under the Registrant's 1994
         Employee Stock Purchase Plan by reason of any stock dividend, stock
         split, recapitalization or any other similar transaction without
         receipt of consideration which results in an increase in the number of
         outstanding shares of Common Stock of CKE Restaurants, Inc.

(2)      Estimated solely for the purpose of calculating the registration fee
         and, pursuant to Rule 457(h) of the Securities Act of 1933, based on
         the average of the high and low prices of a share of Common Stock of
         the Registrant on the New York Stock Exchange on November 1, 1994.

================================================================================
3

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by Carl Karcher Enterprises, Inc. and
its successor corporation CKE Restaurants, Inc. (collectively, the "Company"),
are incorporated herein by reference:

         (a)     The Company's Annual Report on Form 10-K for the fiscal year
                 ended January 31, 1994, filed pursuant to Section 13(a) or
                 15(d) of the Securities Exchange Act of 1934 (the "Exchange
                 Act").

         (b)     All other reports filed by the Company pursuant to Section
                 13(a) or 15(d) of the Exchange Act since January 31, 1994.

         (c)     The description of the Company's common stock, par value $.01
                 per share (the "Common Stock"), contained in the Company's
                 registration statement on Form 8-B filed under the Exchange
                 Act, including any subsequent amendment or any report filed
                 for the purpose of updating such description.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents").

         Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") provides for the indemnification of directors and officers
under certain circumstances, as therein set forth. The Registrant's By-laws
provides that the Registrant shall indemnify its officers and directors in the
manner and to the fullest extent permitted by the Delaware Law. The By-Laws
also permit the Registrant to enter into indemnification agreements with any
one or more of its directors, officers, employees and agents upon the approval
of the Registrant's Board of Directors.

                                      II-1
4

         In addition, the Registrant's Certificate of Incorporation provides
that, pursuant to the Delaware Law, the Registrant's directors shall not be
liable to the Registrant or its stockholders for monetary damages for breach of
fiduciary duty as a director. This provision in the Certificate of
Incorporation does not eliminate the duty of care, and in appropriate
circumstances equitable remedies such as injunctive or other forms of
non-monetary relief will remain available under the Delaware Law. This
provision also does not affect a director's responsibilities under any other
law, such as the federal securities laws or federal environmental laws. The
Certificate of Incorporation further provides that the Registrant shall
indemnify its directors and officers in the manner and to the fullest extent
permitted by the Delaware Law, and requires the Registrant to advance
litigation expenses under certain circumstances. The Certificate of
Incorporation also provides that the indemnification provided therein shall not
be deemed to be exclusive of any other rights to which any person seeking
indemnification from the Registrant may be entitled under any agreement, vote
of stockholders or disinterested directors, or otherwise. The above discussion
of the Registrant's Bylaws, Certificate of Incorporation and of the Delaware
Law is not intended to be exhaustive and is respectively qualified in its
entirety by such Bylaws, Certificate of Incorporation and the Delaware Law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

ITEM 8.  EXHIBITS
EXHIBIT
NUMBER           DESCRIPTION OF EXHIBIT        
- --------         ------------------------------
4.1 *            Certificate of Incorporation of the Registrant.

4.2 *            By-Laws of the Registrant.

5                Opinion and consent of McDermott, Will & Emery as to the legality of the securities being registered.

23.1             Consent of McDermott, Will & Emery (included in its opinion filed as Exhibit 5).

23.2             Consent of KPMG Peat Marwick LLP.

24               Power of Attorney. Reference is made to page II-5 of this Registration Statement.

99               CKE Restaurants, Inc. 1994 Employee Stock Purchase Plan.

- ------------------
*        Incorporated by reference to the Company's Registration Statement on
Form S-8 (File No. 33-55337), filed on September 1, 1994.

ITEM 9.  UNDERTAKINGS.

         The Registrant hereby undertakes:

         (1)     To file, during any period in which offers or sales are being
                 made, a post-effective amendment to this Registration
                 Statement:

                 (i)         To include any prospectus required by Section
                             10(a)(3) of the Securities Act of 1933, as 
                             amended (the "Act");

                                      II-2
5

                 (ii)        To reflect in the prospectus any facts or events
                             arising after the effective date of the
                             Registration Statement (or the most recent
                             post-effective amendment thereof) which,
                             individually or in the aggregate, represent a
                             fundamental change in the information set forth in
                             the Registration Statement;

                 (iii)       To include any material information with respect
                             to the plan of distribution not previously
                             disclosed in the registration statement or any
                             material change to such information in the
                             Registration Statement;

                 provided, however, that paragraphs (i) and (ii) shall not
                 apply if the information required to be included in a
                 post-effective amendment by those paragraphs is contained in
                 periodic reports filed with or furnished to the Commission by
                 the registrant pursuant to Section 13 or Section 15(d) of the
                 Securities Exchange Act of 1934 (the "Exchange Act") that are
                 incorporated by reference in the Registration Statement.

         (2)     That, for the purpose of determining any liability under the
                 Act, each such post-effective amendment shall be deemed to be
                 a new registration statement relating to the securities
                 offered therein, and the offering of such securities at that
                 time shall be deemed to be the initial bona fide offering
                 thereof.

         (3)     To remove from registration by means of a post-effective
                 amendment any of the securities being registered which remain
                 unsold at the termination of the offering.

         (4)     That, for the purposes of determining any liability under the
                 Act, each filing of the Registrant's annual report pursuant to
                 Section 13(a) or Section 15(d) of the Exchange Act and each
                 filing of an employee benefit plan's annual report pursuant to
                 Section 15(d) of the Exchange Act that is incorporated by
                 reference in the Registration Statement shall be deemed to be
                 a new registration statement relating to the securities
                 offered therein, and the offering of such securities at that
                 time shall be deemed to be the initial bona fide offering
                 thereof.

         (5)     Insofar as indemnification for liabilities arising under the
                 Act may be permitted to directors, officers and controlling
                 persons of the Registrant pursuant to the foregoing
                 provisions, or otherwise, the Registrant has been advised that
                 in the opinion of the Securities and Exchange Commission such
                 indemnification is against public policy as expressed in the
                 Act and is, therefore, unenforceable. In the event that a
                 claim for indemnification against such liabilities (other than
                 the payment by the registrant of expenses incurred or paid by
                 a director, officer or controlling person of the registrant in
                 the successful defense of any action, suit or proceeding) is
                 asserted by such director, officer or controlling person in
                 connection with the securities being registered, the
                 Registrant will, unless in the opinion of its counsel the
                 matter has been settled by controlling precedent, submit to a
                 court of appropriate jurisdiction the question whether such
                 indemnification by it is against public policy as expressed in
                 the Act and will be governed by the final adjudication of such
                 issue.

                                      II-3
6

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Anaheim, State of California, on October 28,
1994.

                                           CKE RESTAURANTS, INC.

                                           By: /s/ WILLIAM P. FOLEY, II         
                                           ----------------------------------
                                           William P. Foley, II
                                           Chief Executive Officer

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints each of William P.  Foley, II and
Loren C. Pannier his true and lawful attorney-in-fact and agent, each with full
power of substitution and revocation, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto each such
attorney-in-fact and agent, full power and authority to do and perform such
each and every act and thing requisite and necessary to be done, as fully to
all intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and the foregoing Power of Attorney have been signed on
October 28, 1994, by the following persons in the capacities indicated.
SIGNATURES                                  TITLE
/s/ WILLIAM P. FOLEY II                    Chairman of the Board
     ---------------------------------------           Chief Executive Officer
               William P. Foley II                   (Principal Executive Officer)
                                                  
                                                  
               /s/ LOREN C. PANNIER                     Senior Vice President,
     ---------------------------------------           Chief Financial Officer
                 Loren C. Pannier                   (Principal Financial Officer)
                                                  
                                                  
                /s/ LAURIE A. BALL                    Vice President, Controller
     ---------------------------------------        (Principal Accounting Officer)
                 Laurie A. Ball
II-4
7
SIGNATURES                           TITLE
Director
     ---------------------------------------               
                   Peter Churm                
                                              
               /s/ FRANK P. WILLEY                  Director
     ---------------------------------------               
                 Frank P. Willey              
                                              
                                                    Director
     ---------------------------------------               
                 Carl L. Karcher              
                                              
               /s/ CARL N. KARCHER                  Director
     ---------------------------------------               
                 Carl N. Karcher              
                                              
             /s/ DANIEL D. (RON) LANE               Director
     ---------------------------------------               
               Daniel D. (Ron) Lane           
                                              
                                                    Director
     ---------------------------------------               
               Elizabeth A. Sanders
II-5
8

                                 EXHIBIT INDEX
EXHIBIT                                                                    PAGE
NUMBER        DESCRIPTION OF EXHIBIT                                      NUMBER
4.1 *         Certificate of Incorporation of the Registrant.

4.2 *         By-Laws of the Registrant.

5             Opinion and consent of McDermott, Will & Emery as to the
              legality of the securities being registered.

23.1          Consent of McDermott, Will & Emery (included in its opinion 
              filed as Exhibit 5).

23.2          Consent of KPMG Peat Marwick LLP.

24            Power of Attorney. Reference is made to page II-5 of this 
              Registration Statement.

99            CKE Restaurants, Inc. 1994 Employee Stock Purchase Plan.
- ------------------------
*             Incorporated by reference to the Company's Registration Statement
              on Form S-8 (File No. 33-55337), filed on September 1, 1994.

                                      II-6