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UNITED STATES
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(State or other jurisdiction of 
incorporation or organization)
    
    33-0602639(I.R.S. Employer Identification No.)
 6307 Carpinteria Avenue, Suite A, Carpinteria, CA 93013  (Address of Principal Executive Offices) (Zip Code)
 
 CKE RESTAURANTS, INC. 2005 OMNIBUS INCENTIVE COMPENSATION PLAN  (Full title of the plans)
 
 Andrew F. Puzder
President and Chief Executive Officer
CKE Restaurants, Inc.
6307 Carpinteria Avenue, Suite A, Carpinteria, CA 93013  (Name and address of agent for service)
 (805) 745-7500  (Telephone number, including area code, of agent for service)
 
 CALCULATION OF REGISTRATION FEE
 Proposed Maximum
    
    
    ProposedTitle of Securities
    
    
    Amount To Be
    
    
    Offering Price Per
    
    
    Maximum Aggregate
    
    
    Amount ofTo Be Registered
    
    
    Registered(1)
    
    
    Share(2)
    
    
    Offering Price(2)
    
    
    Registration FeeCommon Stock, $.01 par value(3)
    
    
    3,000,000 shares
    
    

$21.22
    
    

$63,660,000
    
    

$1,955
 
 (1)
    
    Pursuant to Rule 416(a), also registered hereunder are an indeterminate number of
shares which may become issuable under the CKE Restaurants, Inc. 2005 Omnibus Incentive
Compensation 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 the outstanding shares of Common Stock.(2)
    
    In accordance with Rule 457(h), the aggregate offering price for shares of Common
Stock registered hereby is estimated, solely for purposes of calculating the registration fee,
on the basis of the price of securities of the same class, as determined in accordance with
Rule 457(c), using the average of the high and low prices reported by the New York Stock
Exchange for the Common Stock on June 25, 2007, which was $21.22 per share.(3)
    
    Shares available for issuance under the CKE Restaurants, Inc.
2005 Omnibus Incentive Compensation Plan.




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TABLE OF CONTENTS  PART IPART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENTItem 3. Incorporation of Documents by Reference.Item 4. Description of Securities.Item 5. Interests of Named Experts and Counsel.Item 6. Indemnification of Directors and Officers.Item 7. Exemption from Registration Claimed.Item 8. Exhibits.Item 9. Undertakings.SIGNATURESEXHIBIT INDEXEXHIBIT 5.1EXHIBIT 23.1    Table of Contents  
 PART I
  
 PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 2005 Omnibus Incentive Compensation Plan
  
 Item 3. Incorporation of Documents by Reference.
  (a)
    
    The Companys Annual Report on Form 10-K for the fiscal year ended January 29,
2007, as filed with the Commission on March 30, 2007;(b)
    
    The Companys Quarterly Report on Form 10-Q for the
fiscal quarter ended May 21, 2007, as filed with the Commission
on June 28, 2007;(c)
    
    The Companys Current Reports on Form 8-K filed on April 4, 2007, April 5,
2007, April 23, 2007, May 31, 2007, June 1, 2007, and
June 15, 2007;(d)
    
    The Companys Definitive Proxy Statement on Schedule 14A filed on May 16, 2007,
as amended by the Supplement to Proxy Statement filed on May 31, 2007; and(e)
    
    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-A12B filed
on April 8, 1994, including any amendment or report filed for the purpose of updating
such description.




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Item 4. Description of Securities.
  
 Item 5. Interests of Named Experts and Counsel.
  
 Item 6. Indemnification of Directors and Officers.
   
 Item 7. Exemption from Registration Claimed.
  
 Item 8. Exhibits.
  Number
    
    Description4.1
    
    CKE Restaurants, Inc. 2005 Omnibus Incentive Compensation Plan as
amended (incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K, filed with the
Commission on June 15, 2007).5.1
    
    Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation.23.1
    
    Consent of independent registered public accounting firm.23.2
    
    Consent of Stradling Yocca Carlson & Rauth, a Professional Corporation
(included in Exhibit 5.1).24.1
    
    Power of Attorney (included on the signature page).
 
 Item 9. Undertakings.
 (a)
    
    Item 512(a) of Regulation S-K. 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;




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(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; and(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
 (2)
    
    That, for the purpose of determining any liability under the
Securities 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.
 (b)
    
    Item 512(b) of Regulation S-K. The undersigned registrant hereby
undertakes that, for purposes of determining any liability under the Securities Act,
each filing of the registrants annual report pursuant to Section 13(a) or 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.(c)
    
    Item 512(h) of Regulation S-K. Insofar as indemnification for
liabilities arising under the Securities 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed
by the final adjudication of such issue.




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SIGNATURES
  CKE RESTAURANTS, INC.By:
    /s/ Andrew F. PuzderAndrew F. PuzderPresident and Chief Executive Officer POWER OF ATTORNEY
   Signature
    
    Title
    
    Date/s/ Andrew F. Puzder

Andrew F. Puzder
    
    President and Chief Executive
Officer (Principal
Executive Officer)
    
    June 27, 2007/s/ Theodore Abajian

Theodore Abajian
    
    Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
    
    June 27, 2007/s/ Byron Allumbaugh

Byron Allumbaugh
    
    Chairman of the Board
    
    June 27, 2007/s/ Frank P. Willey

Frank P. Willey
    
    Director
    
    June 27, 2007/s/ Matthew Goldfarb

Matthew Goldfarb
    
    Director
    
    June 27, 2007/s/ Peter Churm

Peter Churm
    
    Director
    
    June 27, 2007




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Signature
    
    Title
    
    Date/s/ Janet E. Kerr

Janet E. Kerr
    
    Director
    
    June 27, 2007/s/ Daniel D. Lane

Daniel D. Lane
    
    Director
    
    June 27, 2007/s/ Carl L. Karcher

Carl L. Karcher
    
    Director
    
    June 27, 2007/s/ Jerold H. Rubinstein

Jerold H. Rubinstein
    
    Director
    
    June 27, 2007/s/ Daniel E. Ponder, Jr.

Daniel E. Ponder, Jr.
    
    Director
    
    June 27, 2007




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EXHIBIT INDEX
 Number
    
    Description4.1
    
    CKE Restaurants, Inc. 2005 Omnibus Incentive Compensation Plan as
amended (incorporated by reference to Exhibit 10.1 to the
Companys Current Report on Form 8-K, filed with the
Commission on June 15, 2007).5.1
    
    Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation.23.1
    
    Consent of independent registered public accounting firm.23.2
    
    Consent of Stradling Yocca Carlson & Rauth, a Professional Corporation
(included in Exhibit 5.1).24.1
    
    Power of Attorney (included on the signature page).