As filed with the Securities and Exchange Commission on May 19, 2004

                                                         Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 ---------------
                                    FORM S-8

             Registration Statement Under The Securities Act of 1933

                                 ---------------
                              JACK IN THE BOX INC.

             (Exact name of registrant as specified in its charter)

           DELAWARE                                            95-2698708
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                          Identification Number)

                               9330 Balboa Avenue
                        San Diego, California 92123-1516
               (Address of principal executive offices) (Zip code)
                                 ---------------
                         JACK IN THE BOX INC. 2004 STOCK
                                 INCENTIVE PLAN
                            (Full title of the Plan)
                                 ---------------

                            LAWRENCE E. SCHAUF, Esq.
                     Executive Vice President and Secretary
                               9330 Balboa Avenue
                        San Diego, California 92123-1516
                     (Name and address of agent for service)
                                 (858) 571-2435
          (Telephone number, including area code, of agent for service)
                                 ---------------

                                   Copies to:
                             CAMERON JAY RAINS, Esq.
                        Gray Cary Ware & Freidenrich LLP
                        4365 Executive Drive, Suite 1100
                        San Diego, California 92121-2133
                                 (858) 677-1400
                                 ---------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------
                                         Proposed maximum     Proposed maximum
Title of securities    Amount to be       offering price      aggregate offering       Amount of
 to be registered      registered(1)       per share (2)          price (2)        registration fee
-----------------------------------------------------------------------------------------------------
<S>                        <C>                <C>                 <C>                   <C>

 Common Stock,
 par value $.01
 per share             1,250,000 shares      $26.73             $33,412,500             $4,233
-----------------------------------------------------------------------------------------------------
</TABLE>

(1)  Pursuant  to rule  416,  there are also  being  registered  hereunder  such
     indeterminate number of shares of Common Stock as may be issued pursuant to
     the antidilution provisions of the Plan.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457 under the Securities Act of 1933, based on the average
     of the high and low prices of the  Company's  Common  Stock on the New York
     Stock Exchange on May 14, 2004.



<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     All  information  required by Part I to be contained in the  prospectus  is
omitted from this  Registration  Statement in accordance with Rule 428 under the
Securities Act of 1933, as amended.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The  following  documents  which have been filed by Jack in the Box Inc., a
Delaware   corporation  (the  "Company"),   with  the  Securities  and  Exchange
Commission (the "Commission") are incorporated by reference in this Registration
Statement:

          (1) The Company's Annual Report on Form 10-K for the fiscal year ended
     September 28, 2003;

          (2) The  Company's  Quarterly  Report on Form  10-Q for the  quarterly
     period ended January 18, 2004;

          (3)  The  Company's  Current  Reports  on Form  8-K,  filed  with  the
     Commission on November 12, 2004 and February 18, 2004.

          (4) The  description  of the Company's  Common Stock  contained in the
     Company's  Registration  Statement  on Form 8-A  (File  No.  1-9390)  filed
     February 11, 1992.

     In addition,  all documents filed by the Company pursuant to Section 13(a),
13(c),  14 and 15(d) of the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange Act") subsequent to the date of this Registration  Statement and prior
to the filing of a post-effective  amendment which indicates that all securities
offered  hereunder have been sold or which  deregisters all such securities then
remaining  unsold  shall be deemed to be  incorporated  by  reference  into this
Registration  Statement  and to be a part  hereof from the  respective  dates of
filing of such documents.

     Any  statement  contained  herein or in a document  all or part of which is
incorporated or deemed to be incorporated by reference herein 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 subsequently filed documents
which also is or deemed to be  incorporated  by  reference  herein  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.


                                       2
<PAGE>

Item 4. Description of Securities.

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

Item 5. Interests of Named Experts and Counsel.

     Inapplicable.

Item 6. Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law makes provision for the
indemnification  of  officers  and  directors  in  terms  sufficiently  broad to
indemnify officers and directors of the Company under certain circumstances from
liabilities  (including  reimbursement for expenses  incurred) arising under the
Securities  Act of 1933.  The  Certificate  of  Incorporation  and Bylaws of the
Company provide for  indemnification of officers and directors against costs and
expenses  incurred in connection with any action or suit to which such person is
a party to the full extent permitted by the Delaware General Corporation Law.

Item 7. Exemption From Registration Claimed.

     Inapplicable.

Item 8. Exhibits.

        Number         Description
        ------         -----------
        4.1            Jack in the Box Inc. 2004 Stock Incentive Plan(1)

        4.2            Restated Certificate of Incorporation, as amended(2)

        4.3            Restated Bylaws(3)

        5              Opinion of Gray Cary Ware & Freidenrich LLP

        23.1           Consent of Gray Cary Ware & Freidenrich LLP
                       (included in Exhibit 5)

        23.2           Consent of KPMG LLP

        24             Power of Attorney (included on signature page)

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

(1)  Previously  filed and  incorporated  herein by reference from  registrant's
     Definitive  Proxy Statement dated January 9, 2004 for the Annual Meeting of
     Stockholders on February 13, 2004.

(2)  Previously  filed and  incorporated  herein by reference from  registrant's
     Annual Report on Form 10-K for the fiscal year ended October 3, 1999.

(3)  Previously  filed and  incorporated  herein by reference from  registrant's
     Quarterly  Report on Form 10-Q for the  quarterly  period ended January 18,
     2004.

Item 9. Undertakings.

     (a) The undersigned 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;

               (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;

                                       3
<PAGE>

               (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 (a)(l)(i) and (a)(l)(ii) do not apply if
     the information  required to be included in a  post-effective  amendment by
     those  paragraphs is contained in periodic  reports filed by the registrant
     pursuant to section 13 or section 15(d) of the  Securities  Exchange Act of
     1934 that are incorporated by reference in the Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, 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.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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.


                                       4
<PAGE>

                                   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 San Diego, State of California,  on the 19th of May,
2004.

                                         JACK IN THE BOX INC.


                                         By: /S/ROBERT J. NUGENT
                                             -------------------
                                             Robert J. Nugent
                                             Chairman of the Board and
                                             Chief Executive Officer (Principal
                                             Executive Officer)


                                POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears below constitutes and appoints Lawrence E. Schauf,  Robert J. Nugent and
John F. Hoffner, and each or any of them, his true and lawful  attorneys-in-fact
and agents with full power of  substitution,  for him and in his name, place and
stead,  in any and all  capacities,  to sign  any or all  amendments  (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents,  or any of them, 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  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Name and Signature        Title                                   Date
------------------        -----                                   ----

ROBERT J. NUGENT          Chairman of the Board and
-------------------       Chief Executive Officer                 May 19, 2004
Robert J. Nugent          (Principal Executive Officer)


LINDA A. LANG             President, Chief Operating              May 19, 2004
-------------------       Officer and Director
Linda A. Lang


JOHN F. HOFFNER           Executive Vice President and            May 19, 2004
-------------------       Chief Financial Officer
John F. Hoffner           (Principal Financial Officer)


                                       5
<PAGE>


MICHAEL E. ALPERT         Director                                May 19, 2004
-------------------
Michael E. Alpert

EDWARD W. GIBBONS         Director                                May 19, 2004
-------------------
Edward W. Gibbons

ANNE B. GUST              Director                                May 19, 2004
-------------------
Anne B. Gust

ALICE B. HAYES            Director                                May 19, 2004
-------------------
Alice B. Hayes

MURRAY H. HUTCHISON       Director                                May 19, 2004
-------------------
Murray H. Hutchison

MICHAEL W. MURPHY         Director                                May 19, 2004
-------------------
Michael W. Murphy

L. ROBERT PAYNE           Director                                May 19, 2004
-------------------
L. Robert Payne



                                       6
<PAGE>


                                  EXHIBIT INDEX
                                  -------------

Number          Description
------          -----------
4.1             Jack in the Box Inc. 2004 Stock Incentive Plan(1)

4.2             Restated Certificate of Incorporation, as amended(2)

4.3             Restated Bylaws(3)

5               Opinion of Gray Cary Ware & Freidenrich LLP

23.1            Consent of Gray Cary Ware & Freidenrich LLP
                (included in Exhibit 5)

23.2            Consent of KPMG LLP

24              Power of Attorney (included on signature page)

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

(1)  Previously  filed and  incorporated  herein by reference from  registrant's
     Definitive  Proxy Statement dated January 9, 2004 for the Annual Meeting of
     Stockholders on February 13, 2004.

(2)  Previously  filed and  incorporated  herein by reference from  registrant's
     Annual Report on Form 10-K for the fiscal year ended October 3, 1999.

(3)  Previously  filed and  incorporated  herein by reference from  registrant's
     Quarterly  Report on Form 10-Q for the  quarterly  period ended January 18,
     2004.


                                       7
<PAGE>


                                                                      Exhibit 5

               [Letterhead of Gray Cary Ware and Freidenrich LLP]


4365 Executive Drive, Suite 1100, San Diego, CA 92121
Phone: 858-677-1400 Fax: 858-677-1401 www.graycary.com

April 26, 2004

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

As  legal  counsel  for  Jack in the  Box  Inc.,  a  Delaware  corporation  (the
"Company"),  we are rendering this opinion in connection  with the  registration
under the Securities Act of 1933, as amended,  of up to 1,250,000  shares of the
Common Stock,  $0.01 par value,  of the Company which may be issued  pursuant to
the Jack in the Box Inc. 2004 Stock Incentive Plan (the "Plan").

We have examined all instruments, documents and records which we deemed relevant
and  necessary  for the  basis of our  opinion  hereinafter  expressed.  In such
examination,  we  have  assumed  the  genuineness  of  all  signatures  and  the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents  submitted to us as copies. We express no opinion
concerning any law other than the corporation laws of the State of Delaware.  As
to matters of Delaware  corporation  law, we have based our opinion  solely upon
our  examination of such laws and the rules and  regulations of the  authorities
administering such laws, all as reported in standard, unofficial compilations.

Based on such  examination,  we are of the opinion that the 1,250,000  shares of
Common  Stock which may be issued under the Plan are duly  authorized  shares of
the  Company's   Common  Stock,   and,  when  issued  against   receipt  of  the
consideration  therefor in accordance  with the provisions of the Plan,  will be
validly issued, fully paid and nonassessable. We hereby consent to the filing of
this opinion as an exhibit to the Registration  Statement  referred to above and
the use of our name wherever it appears in said Registration Statement.

Respectfully submitted,

/s/ Gray Cary Ware & Freidenrich LLP

GRAY CARY WARE & FREIDENRICH LLP



<PAGE>

                                                                   Exhibit 23.2


                              [Letterhead of KPMG]




                          INDEPENDENT AUDITORS' CONSENT


The Board of Directors
Jack in the Box Inc.:

We consent to the use of our report incorporated herein by reference.



                                   KPMG LLP


San Diego, California
May 17, 2004
[{"type": "S-8", "sequence": "1", "filename": "s8fy2004.txt", "description": "2004 STOCK INCENTIVE PLAN", "secsgml_size_bytes": 19706}]
{"company-data": {"conformed-name": "JACK IN THE BOX INC /NEW/", "cik": "0000807882", "assigned-sic": "5812", "irs-number": "952698708", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-115619", "film-number": "04818022"}, "business-address": {"street1": "9330 BALBOA AVE", "city": "SAN DIEGO", "state": "CA", "zip": "92123-1516", "phone": "6195712121"}, "mail-address": {"street1": "9330 BALBOA AVENUE", "city": "SAN DIEGO", "state": "CA", "zip": "92123-1516"}, "former-company": {"former-conformed-name": "FOODMAKER INC /DE/", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on May 19, 2004

                                                         Registration No. 333-
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 ---------------
                                    FORM S-8

             Registration Statement Under The Securities Act of 1933

                                 ---------------
                              JACK IN THE BOX INC.

             (Exact name of registrant as specified in its charter)

           DELAWARE                                            95-2698708
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                          Identification Number)

                               9330 Balboa Avenue
                        San Diego, California 92123-1516
               (Address of principal executive offices) (Zip code)
                                 ---------------
                         JACK IN THE BOX INC. 2004 STOCK
                                 INCENTIVE PLAN
                            (Full title of the Plan)
                                 ---------------

                            LAWRENCE E. SCHAUF, Esq.
                     Executive Vice President and Secretary
                               9330 Balboa Avenue
                        San Diego, California 92123-1516
                     (Name and address of agent for service)
                                 (858) 571-2435
          (Telephone number, including area code, of agent for service)
                                 ---------------

                                   Copies to:
                             CAMERON JAY RAINS, Esq.
                        Gray Cary Ware & Freidenrich LLP
                        4365 Executive Drive, Suite 1100
                        San Diego, California 92121-2133
                                 (858) 677-1400
                                 ---------------

                         CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------------------------------------
                                         Proposed maximum     Proposed maximum
Title of securities    Amount to be       offering price      aggregate offering       Amount of
 to be registered      registered(1)       per share (2)          price (2)        registration fee
-----------------------------------------------------------------------------------------------------
Common Stock,
 par value $.01
 per share             1,250,000 shares      $26.73             $33,412,500             $4,233
-----------------------------------------------------------------------------------------------------
(1)  Pursuant  to rule  416,  there are also  being  registered  hereunder  such
     indeterminate number of shares of Common Stock as may be issued pursuant to
     the antidilution provisions of the Plan.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457 under the Securities Act of 1933, based on the average
     of the high and low prices of the  Company's  Common  Stock on the New York
     Stock Exchange on May 14, 2004.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     All  information  required by Part I to be contained in the  prospectus  is
omitted from this  Registration  Statement in accordance with Rule 428 under the
Securities Act of 1933, as amended.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The  following  documents  which have been filed by Jack in the Box Inc., a
Delaware   corporation  (the  "Company"),   with  the  Securities  and  Exchange
Commission (the "Commission") are incorporated by reference in this Registration
Statement:

          (1) The Company's Annual Report on Form 10-K for the fiscal year ended
     September 28, 2003;

          (2) The  Company's  Quarterly  Report on Form  10-Q for the  quarterly
     period ended January 18, 2004;

          (3)  The  Company's  Current  Reports  on Form  8-K,  filed  with  the
     Commission on November 12, 2004 and February 18, 2004.

          (4) The  description  of the Company's  Common Stock  contained in the
     Company's  Registration  Statement  on Form 8-A  (File  No.  1-9390)  filed
     February 11, 1992.

     In addition,  all documents filed by the Company pursuant to Section 13(a),
13(c),  14 and 15(d) of the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange Act") subsequent to the date of this Registration  Statement and prior
to the filing of a post-effective  amendment which indicates that all securities
offered  hereunder have been sold or which  deregisters all such securities then
remaining  unsold  shall be deemed to be  incorporated  by  reference  into this
Registration  Statement  and to be a part  hereof from the  respective  dates of
filing of such documents.

     Any  statement  contained  herein or in a document  all or part of which is
incorporated or deemed to be incorporated by reference herein 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 subsequently filed documents
which also is or deemed to be  incorporated  by  reference  herein  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.

                                       2
Item 4. Description of Securities.

     The class of securities to be offered is registered under Section 12 of the
Exchange Act.

Item 5. Interests of Named Experts and Counsel.

     Inapplicable.

Item 6. Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law makes provision for the
indemnification  of  officers  and  directors  in  terms  sufficiently  broad to
indemnify officers and directors of the Company under certain circumstances from
liabilities  (including  reimbursement for expenses  incurred) arising under the
Securities  Act of 1933.  The  Certificate  of  Incorporation  and Bylaws of the
Company provide for  indemnification of officers and directors against costs and
expenses  incurred in connection with any action or suit to which such person is
a party to the full extent permitted by the Delaware General Corporation Law.

Item 7. Exemption From Registration Claimed.

     Inapplicable.

Item 8. Exhibits.

        Number         Description
        ------         -----------
        4.1            Jack in the Box Inc. 2004 Stock Incentive Plan(1)

        4.2            Restated Certificate of Incorporation, as amended(2)

        4.3            Restated Bylaws(3)

        5              Opinion of Gray Cary Ware & Freidenrich LLP

        23.1           Consent of Gray Cary Ware & Freidenrich LLP
                       (included in Exhibit 5)

        23.2           Consent of KPMG LLP

        24             Power of Attorney (included on signature page)

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

(1)  Previously  filed and  incorporated  herein by reference from  registrant's
     Definitive  Proxy Statement dated January 9, 2004 for the Annual Meeting of
     Stockholders on February 13, 2004.

(2)  Previously  filed and  incorporated  herein by reference from  registrant's
     Annual Report on Form 10-K for the fiscal year ended October 3, 1999.

(3)  Previously  filed and  incorporated  herein by reference from  registrant's
     Quarterly  Report on Form 10-Q for the  quarterly  period ended January 18,
     2004.

Item 9. Undertakings.

     (a) The undersigned 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;

               (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;

                                       3
(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 (a)(l)(i) and (a)(l)(ii) do not apply if
     the information  required to be included in a  post-effective  amendment by
     those  paragraphs is contained in periodic  reports filed by the registrant
     pursuant to section 13 or section 15(d) of the  Securities  Exchange Act of
     1934 that are incorporated by reference in the Registration Statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, 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.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  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.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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.

                                       4
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 San Diego, State of California,  on the 19th of May,
2004.

                                         JACK IN THE BOX INC.

                                         By: /S/ROBERT J. NUGENT
                                             -------------------
                                             Robert J. Nugent
                                             Chairman of the Board and
                                             Chief Executive Officer (Principal
                                             Executive Officer)

                                POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears below constitutes and appoints Lawrence E. Schauf,  Robert J. Nugent and
John F. Hoffner, and each or any of them, his true and lawful  attorneys-in-fact
and agents with full power of  substitution,  for him and in his name, place and
stead,  in any and all  capacities,  to sign  any or all  amendments  (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and all documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and  confirming all that said  attorneys-in-fact  and
agents,  or any of them, 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  has been signed below by the  following  persons in the
capacities and on the dates indicated.

Name and Signature        Title                                   Date
------------------        -----                                   ----

ROBERT J. NUGENT          Chairman of the Board and
-------------------       Chief Executive Officer                 May 19, 2004
Robert J. Nugent          (Principal Executive Officer)

LINDA A. LANG             President, Chief Operating              May 19, 2004
-------------------       Officer and Director
Linda A. Lang

JOHN F. HOFFNER           Executive Vice President and            May 19, 2004
-------------------       Chief Financial Officer
John F. Hoffner           (Principal Financial Officer)

                                       5
MICHAEL E. ALPERT         Director                                May 19, 2004
-------------------
Michael E. Alpert

EDWARD W. GIBBONS         Director                                May 19, 2004
-------------------
Edward W. Gibbons

ANNE B. GUST              Director                                May 19, 2004
-------------------
Anne B. Gust

ALICE B. HAYES            Director                                May 19, 2004
-------------------
Alice B. Hayes

MURRAY H. HUTCHISON       Director                                May 19, 2004
-------------------
Murray H. Hutchison

MICHAEL W. MURPHY         Director                                May 19, 2004
-------------------
Michael W. Murphy

L. ROBERT PAYNE           Director                                May 19, 2004
-------------------
L. Robert Payne

                                       6
EXHIBIT INDEX
                                  -------------

Number          Description
------          -----------
4.1             Jack in the Box Inc. 2004 Stock Incentive Plan(1)

4.2             Restated Certificate of Incorporation, as amended(2)

4.3             Restated Bylaws(3)

5               Opinion of Gray Cary Ware & Freidenrich LLP

23.1            Consent of Gray Cary Ware & Freidenrich LLP
                (included in Exhibit 5)

23.2            Consent of KPMG LLP

24              Power of Attorney (included on signature page)

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

(1)  Previously  filed and  incorporated  herein by reference from  registrant's
     Definitive  Proxy Statement dated January 9, 2004 for the Annual Meeting of
     Stockholders on February 13, 2004.

(2)  Previously  filed and  incorporated  herein by reference from  registrant's
     Annual Report on Form 10-K for the fiscal year ended October 3, 1999.

(3)  Previously  filed and  incorporated  herein by reference from  registrant's
     Quarterly  Report on Form 10-Q for the  quarterly  period ended January 18,
     2004.

                                       7
Exhibit 5

               [Letterhead of Gray Cary Ware and Freidenrich LLP]

4365 Executive Drive, Suite 1100, San Diego, CA 92121
Phone: 858-677-1400 Fax: 858-677-1401 www.graycary.com

April 26, 2004

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

As  legal  counsel  for  Jack in the  Box  Inc.,  a  Delaware  corporation  (the
"Company"),  we are rendering this opinion in connection  with the  registration
under the Securities Act of 1933, as amended,  of up to 1,250,000  shares of the
Common Stock,  $0.01 par value,  of the Company which may be issued  pursuant to
the Jack in the Box Inc. 2004 Stock Incentive Plan (the "Plan").

We have examined all instruments, documents and records which we deemed relevant
and  necessary  for the  basis of our  opinion  hereinafter  expressed.  In such
examination,  we  have  assumed  the  genuineness  of  all  signatures  and  the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents  submitted to us as copies. We express no opinion
concerning any law other than the corporation laws of the State of Delaware.  As
to matters of Delaware  corporation  law, we have based our opinion  solely upon
our  examination of such laws and the rules and  regulations of the  authorities
administering such laws, all as reported in standard, unofficial compilations.

Based on such  examination,  we are of the opinion that the 1,250,000  shares of
Common  Stock which may be issued under the Plan are duly  authorized  shares of
the  Company's   Common  Stock,   and,  when  issued  against   receipt  of  the
consideration  therefor in accordance  with the provisions of the Plan,  will be
validly issued, fully paid and nonassessable. We hereby consent to the filing of
this opinion as an exhibit to the Registration  Statement  referred to above and
the use of our name wherever it appears in said Registration Statement.

Respectfully submitted,

/s/ Gray Cary Ware & Freidenrich LLP

GRAY CARY WARE & FREIDENRICH LLP
Exhibit 23.2

                              [Letterhead of KPMG]

                          INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Jack in the Box Inc.:

We consent to the use of our report incorporated herein by reference.

                                   KPMG LLP

San Diego, California
May 17, 2004