
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                 For the quarterly period ended January 18, 2004
                                                ----------------

                           Commission file no. 1-9390


                              JACK IN THE BOX INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)




          DELAWARE                                       95-2698708
--------------------------------------------------------------------------------
  (State of Incorporation)                 (I.R.S. Employer Identification No.)



    9330 BALBOA AVENUE, SAN DIEGO, CA                      92123
--------------------------------------------------------------------------------
 (Address of principal executive offices)                (Zip Code)


        Registrant's telephone number, including area code (858) 571-2121
                                                           --------------



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

                                           Yes   X      No
                                               -----       -----

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

                                           Yes   X      No
                                               -----       -----

Number of shares of common stock, $.01 par value, outstanding as of the close of
business February 27, 2004 - 36,355,725.


                                       1
<PAGE>

                      JACK IN THE BOX INC. AND SUBSIDIARIES

                                      INDEX


                                                                            Page
                                                                            ----
                                     PART I


  Item 1.  Consolidated Financial Statements:

             Condensed Consolidated Balance Sheets...........................  3

             Unaudited Consolidated Statements of Earnings...................  4

             Unaudited Consolidated Statements of Cash Flow..................  5

             Notes to Unaudited Consolidated Financial Statements............  6

  Item 2.  Management's Discussion and Analysis of Financial Condition and
             Results of Operations........................................... 10

  Item 3.  Quantitative and Qualitative Disclosures About Market Risk........ 17

  Item 4.  Controls and Procedures........................................... 17


                                     PART II


  Item 4.  Submission of Matters to a Vote of Security Holders............... 18

  Item 6.  Exhibits and Reports on Form 8-K.................................. 19

           Signature......................................................... 21


                                       2
<PAGE>

PART I.    FINANCIAL INFORMATION

ITEM 1.    CONSOLIDATED FINANCIAL STATEMENTS




                      JACK IN THE BOX INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)

                                                 January 18,       September 28,
                                                     2004               2003
--------------------------------------------------------------------------------
                                                  (Unaudited)
                                     ASSETS
Current assets:
   Cash and cash equivalents...................  $    30,558        $    22,362
   Accounts and notes receivable, net..........       26,804             31,582
   Inventories.................................       34,801             31,699
   Prepaid expenses and other current assets...       17,378             21,056
   Assets held for sale and leaseback..........       54,784             41,916
                                                 -----------        -----------
     Total current assets......................      164,325            148,615
                                                 -----------        -----------

Property and equipment, net....................      865,137            866,960

Goodwill.......................................       90,218             90,218

Intangible assets, net.........................       28,967             29,640

Other assets, net..............................       41,418             40,517
                                                 -----------        -----------

     TOTAL.....................................  $ 1,190,065        $ 1,175,950
                                                 ===========        ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Current maturities of long-term debt........  $     9,536        $    12,334
   Accounts payable............................       43,103             49,491
   Accrued expenses............................      182,563            175,909
                                                 -----------        -----------
     Total current liabilities.................      235,202            237,734
                                                 -----------        -----------

Deferred income taxes..........................       35,445             33,910

Long-term debt, net of current maturities......      300,701            290,746

Other long-term liabilities....................      132,339            143,238

Stockholders' equity:
   Common stock................................          433                432
   Capital in excess of par value..............      325,789            325,510
   Retained earnings...........................      316,289            300,682
   Accumulated other comprehensive loss, net...      (27,184)           (27,184)
   Unearned compensation.......................       (4,486)            (4,655)
   Treasury stock..............................     (124,463)          (124,463)
                                                 -----------        -----------
     Total stockholders' equity................      486,378            470,322
                                                 -----------        -----------

     TOTAL.....................................  $ 1,190,065        $ 1,175,950
                                                 ===========        ===========





          See accompanying notes to consolidated financial statements.



                                       3
<PAGE>

                      JACK IN THE BOX INC. AND SUBSIDIARIES
                  UNAUDITED CONSOLIDATED STATEMENTS OF EARNINGS
                      (In thousands, except per share data)

                                                      Sixteen Weeks Ended
                                                --------------------------------
                                                 January 18,        January 19,
                                                    2004               2003
--------------------------------------------------------------------------------

Revenues:
   Restaurant sales............................  $   597,712        $   559,431
   Distribution and other sales................       43,670             28,142
   Franchise rents and royalties...............       21,217             17,500
   Other.......................................        7,321              8,261
                                                 -----------        -----------
                                                     669,920            613,334
                                                 -----------        -----------
Costs of revenues:
   Restaurant costs of sales...................      188,449            171,227
   Restaurant operating costs..................      313,139            294,059
   Costs of distribution and other sales.......       42,907             27,492
   Franchised restaurant costs.................        8,941              7,440
                                                 -----------        -----------
                                                     553,436            500,218
                                                 -----------        -----------

Selling, general and administrative............       75,412             70,729
                                                 -----------        -----------
Earnings from operations.......................       41,072             42,387
Interest expense...............................       15,899              8,258
                                                 -----------        -----------

Earnings before income taxes...................       25,173             34,129

Income taxes...................................        9,566             12,969
                                                 -----------        -----------

Net earnings...................................  $    15,607        $    21,160
                                                 ===========        ===========

Earnings per share:
   Basic.......................................  $       .43        $       .57
   Diluted.....................................  $       .43        $       .56

Weighted-average shares outstanding:
   Basic.......................................       36,050             37,216
   Diluted.....................................       36,607             37,651





          See accompanying notes to consolidated financial statements.


                                       4
<PAGE>

                      JACK IN THE BOX INC. AND SUBSIDIARIES
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                          Sixteen Weeks Ended
                                                                      --------------------------
                                                                       January 18,   January 19,
                                                                           2004         2003
-----------------------------------------------------------------------------------------------
<S>                                                                          <C>           <C>
Cash flows from operating activities:
  Net earnings.........................................................  $ 15,607     $ 21,160
  Non-cash items included in operations:
    Depreciation and amortization......................................    23,175       21,182
    Amortization of unearned compensation .............................       169          117
    Deferred finance cost amortization.................................       728          915
    Deferred income taxes..............................................     1,535        2,422
    Loss on early retirement of debt...................................     9,177            -
  Gains on the conversion of company-operated restaurants..............    (5,112)      (7,270)
  Decrease (increase) in receivables...................................      (114)       4,488
  Increase in inventories..............................................    (3,102)      (2,132)
  Decrease in prepaid expenses and other current assets................     3,678       10,003
  Decrease in accounts payable.........................................    (6,388)     (15,671)
  Increase in other liabilities........................................    14,573        7,853
                                                                         --------     --------
    Cash flows provided by operating activities........................    53,926       43,067
                                                                         --------     --------

Cash flows from investing activities:
  Additions to property and equipment..................................   (23,501)     (22,371)
  Dispositions of property and equipment...............................     1,993       15,300
  Proceeds from the conversion of company-operated restaurants.........     3,111          849
  Increase in assets held for sale and leaseback.......................    (9,865)      (4,676)
  Collections on notes receivable......................................    10,020        4,302
  Pension contributions................................................   (17,000)      (4,400)
  Other................................................................    (3,902)      (1,584)
                                                                         --------     --------
    Cash flows used in investing activities............................   (39,144)     (12,580)
                                                                         --------     --------

Cash flows from financing activities:
  Borrowings under revolving bank loans................................         -      361,500
  Principal repayments under revolving bank loans......................         -     (288,500)
  Proceeds from term loan..............................................   275,000            -
  Principal payments on long-term debt, including current maturities...  (275,230)     (54,905)
  Debt issuance and debt repayment costs...............................    (6,636)      (1,203)
  Repurchase of common stock...........................................         -      (36,225)
  Proceeds from issuance of common stock...............................       280          110
                                                                         --------     --------
    Cash flows used in financing activities............................    (6,586)     (19,223)
                                                                         --------     --------

Net increase in cash and cash equivalents..............................  $  8,196     $ 11,264
                                                                         ========     ========
</TABLE>



          See accompanying notes to consolidated financial statements.



                                       5
<PAGE>

                      JACK IN THE BOX INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in thousands, except per share data)


1.   GENERAL

     The accompanying unaudited consolidated financial statements of Jack in the
     Box Inc.  (the  "Company")  and its  subsidiaries  have  been  prepared  in
     accordance  with  accounting  principles  generally  accepted in the United
     States of  America  and the rules and  regulations  of the  Securities  and
     Exchange  Commission ("SEC").  In our opinion,  all adjustments  considered
     necessary  for a fair  presentation  of financial  condition and results of
     operations for the interim  periods have been included.  Operating  results
     for any interim  period are not  necessarily  indicative of the results for
     any other interim  period or for the full year. Our fiscal year is 52 or 53
     weeks ending the Sunday  closest to September 30. Fiscal year 2004 includes
     53 weeks  and  fiscal  year 2003  includes  52  weeks.  We  report  results
     quarterly with the first quarter having 16 weeks and each remaining quarter
     having 12 weeks with the  exception  of the fourth  quarter of fiscal  year
     2004 which will include 13 weeks.

     Certain financial statement  reclassifications  have been made in the prior
     year  to  conform  to  the  current  year  presentation.   These  financial
     statements  should be read in conjunction with the notes to the fiscal year
     2003 consolidated  financial  statements  contained in our Annual Report on
     Form 10-K filed with the SEC.

2.   STOCK-BASED EMPLOYEE COMPENSATION

     Stock awards are accounted for under  Accounting  Principles  Board Opinion
     25,  Accounting for Stock Issued to Employees,  using the intrinsic method,
     whereby  compensation  expense is recognized for the excess, if any, of the
     quoted  market price of the  Company's  stock at the date of grant over the
     exercise  price.  Our policy is to grant stock options at fair value at the
     date of grant. Had compensation expense been recognized for our stock-based
     compensation  plans by applying the fair value  recognition  provisions  of
     Statement of Financial  Accounting  Standards ("SFAS") 123,  Accounting for
     Stock-Based Compensation, we would have recorded net earnings as follows:

<TABLE>
<CAPTION>
                                                                            Sixteen Weeks Ended
                                                                        --------------------------
                                                                         January 18,   January 19,
                                                                             2004         2003
    ----------------------------------------------------------------------------------------------
<S>                                                                          <C>           <C>
     Net earnings, as reported............................................  $ 15,607     $ 21,160
     Deduct: Total stock-based employee compensation expense determined
      under fair value based method for all awards, net of taxes..........     1,659        1,619
                                                                            --------     --------
     Pro forma net earnings...............................................  $ 13,948     $ 19,541
                                                                            ========     ========

    Net earnings per share:
      Basic-as reported...................................................  $    .43     $    .57
      Basic-pro forma.....................................................  $    .39     $    .53

      Diluted-as reported.................................................  $    .43     $    .56
      Diluted-pro forma...................................................  $    .38     $    .52
</TABLE>

3.   ACCOUNTING CHANGES

     In December 2003, the Financial  Accounting Standards Board ("FASB") issued
     Interpretation 46 Revised, Consolidation of Variable Interest Entities - an
     interpretation of Accounting Research Bulletin No. 51, which provides among
     other things,  the immediate  deferral of the application of Interpretation
     46 for  entities  which  did not  originally  qualify  as  special  purpose
     entities,  and provided additional scope exceptions for joint ventures with
     business operations and franchises. The adoption of this Interpretation did
     not have a  material  impact on our  results  of  operations  or  financial
     position.



                                       6
<PAGE>

                      JACK IN THE BOX INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in thousands, except per share data)


4.   INTANGIBLE ASSETS

     Intangible  assets  consisted  of the  following as of January 18, 2004 and
     September 28, 2003:

                                                     2004               2003
    ----------------------------------------------------------------------------

       Amortized intangible assets:
         Gross carrying amount.................  $    60,676        $    61,069
         Less accumulated amortization.........       40,509             40,229
                                                 -----------        -----------
         Net carrying amount...................  $    20,167        $    20,840
                                                 ===========        ===========

       Unamortized intangible assets:
         Goodwill..............................  $    90,218        $    90,218
         Qdoba trademark.......................        8,800              8,800
                                                 -----------        -----------
                                                 $    99,018        $    99,018
                                                 ===========        ===========

     Amortized  intangible  assets include lease  acquisition costs and acquired
     franchise  contracts.  Lease acquisition costs represent the fair values of
     acquired lease contracts  having  contractual  rents lower than fair market
     rents and are amortized on a  straight-line  basis over the remaining lease
     term.  Acquired  franchise  contracts  are  amortized  over the term of the
     franchise  agreements  based on the projected  royalty revenue stream.  The
     weighted-average  life of the amortized  intangible assets is approximately
     28 years. Total amortization  expense related to intangible assets was $613
     and $639 for the  quarters  ended  January 18,  2004 and January 19,  2003,
     respectively.  The  estimated  amortization  expense  for each  fiscal year
     through 2008 ranges from approximately $1,400 to $1,800.

5.   INDEBTEDNESS

     New  Financing.  On January 8, 2004,  we secured a new senior term loan and
     amended our revolving credit facility,  each with extended maturities.  Our
     new  financing is intended to provide a more  flexible  capital  structure,
     facilitate  the execution of our  strategic  plan,  and decrease  borrowing
     costs by approximately  $3,000 per year on average over the term of our new
     term loan.

     Our credit facility provides borrowings in the aggregate amount of $475,000
     and is comprised of: (i) a $200,000  revolving credit facility  maturing on
     January 8, 2008 with a rate of London Interbank Offered Rate ("LIBOR") plus
     2.25% and (ii) a $275,000 term loan maturing on January 8, 2011 with a rate
     of LIBOR plus 2.75%. The credit facility  requires the payment of an annual
     commitment  fee based on the unused  portion of the  credit  facility.  The
     annual commitment rate and the credit  facility's  interest rates are based
     on a  financial  leverage  ratio,  as defined in the credit  agreement.  To
     secure our respective  obligations  under the credit facility,  the Company
     and certain of its subsidiaries granted liens in substantially all personal
     property assets. Under certain  circumstances,  the Company and each of its
     certain  subsidiaries  will be  required  to grant  liens in  certain  real
     property assets to secure their respective obligations under the new credit
     facility.  Additionally,  certain of our real and personal  property secure
     other  indebtedness  of  the  Company.  At  January  18,  2004,  we  had no
     borrowings  under our revolving  credit  facility and had letters of credit
     outstanding of approximately $32,600.

     We are subject to a number of covenants under our various debt instruments,
     including  limitations  on additional  borrowings,  acquisitions,  loans to
     franchisees, capital expenditures, lease commitments and dividend payments,
     as well as requirements to maintain certain  financial  ratios,  cash flows
     and net worth.  As of January 18, 2004, we were in compliance  with all the
     debt covenants.

     Debt  Extinguishment.  We used  the  proceeds  from  the new  term  loan to
     refinance  our existing  $150,000  term loan and redeem  $125,000 of 8 3/8%
     senior  subordinated  notes due April 15, 2008, which resulted in a pre-tax
     charge to interest expense of $9,177, or $5,690 after tax.



                                       7
<PAGE>
                      JACK IN THE BOX INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in thousands, except per share data)


6.   INCOME TAXES

     The income tax provisions in the quarter  reflect the projected  annual tax
     rates for 2004 and 2003 of 38.0%.  The fiscal 2003 income tax provision was
     subsequently  adjusted  to the  effective  annual  rate of 36.2% of  pretax
     earnings. The favorable income tax rate in 2003 resulted from the favorable
     resolution of a  long-standing  tax matter.  The final 2004 annual tax rate
     cannot be  determined  until the end of the  fiscal  year;  therefore,  the
     actual rate could  differ from our current  estimates.

7.   AVERAGE SHARES OUTSTANDING

     Net earnings  per share for each  quarter is based on the  weighted-average
     number of shares outstanding during the quarter,  determined as follows (in
     thousands):

<TABLE>
<CAPTION>
                                                                              Sixteen Weeks Ended
                                                                          -------------------------
                                                                           January 18,  January 19,
                                                                               2004         2003
    -----------------------------------------------------------------------------------------------
<S>                                                                            <C>           <C>
     Shares outstanding, beginning of period ...............................  36,034       38,558
     Effect of common stock issued..........................................      16            4
     Effect of common stock reacquired......................................       -       (1,346)
                                                                              ------       ------
     Weighted-average shares outstanding - basic............................  36,050       37,216
     Assumed additional shares issued upon exercise of stock
      options, net of shares reacquired at the average market price.........     305          295
     Effect of restricted stock issued......................................     252          140
                                                                              ------       ------
     Weighted-average shares outstanding - diluted..........................  36,607       37,651
                                                                              ======       ======
</TABLE>

     Diluted  weighted-average  shares  outstanding  exclude options to purchase
     3,480,676  and  3,271,253   shares  of  common  stock  in  2004  and  2003,
     respectively,  because their  exercise  prices  exceeded the average market
     price of common stock for the period.

8.   CONTINGENCIES AND LEGAL MATTERS

     The  Company  is  principally  liable  for  lease  obligations  on  various
     properties sub-leased to third parties. We are also obligated under a lease
     guarantee agreement associated with one Chi Chi's restaurant property.  Due
     to the bankruptcy of the Chi-Chi's  restaurant  chain,  previously owned by
     the Company,  we are obligated to perform in  accordance  with the terms of
     the  guarantee  agreement,  as well as four other  lease  agreements  which
     expire at various  dates in 2010 and 2011.  During  fiscal  year  2003,  we
     established  an accrual for these lease  obligations  and do not anticipate
     incurring any  additional  charges  related to the Chi Chi's  bankruptcy in
     future years.

     Legal  Proceedings - The Company is  also  subject  to normal  and  routine
     litigation.  In the opinion of  management,  based in part on the advice of
     legal counsel,  the ultimate  liability from all pending legal proceedings,
     asserted  legal  claims  and  known   potential  legal  claims  should  not
     materially affect our operating results, financial position or liquidity.

9.   SEGMENT REPORTING

     Prior to the acquisition of Qdoba,  the Company  operated its business in a
     single  segment.  Subsequent to the Qdoba  acquisition  the Company has two
     operating  segments,  JACK IN THE BOX and  Qdoba,  based  on the  Company's
     management  structure and internal method of reporting.  Based upon certain
     quantitative  thresholds,  only JACK IN THE BOX is  considered a reportable
     segment.



                                       8
<PAGE>

                      JACK IN THE BOX INC. AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
                  (Dollars in thousands, except per share data)


9.   SEGMENT REPORTING (continued)

     Summarized financial information concerning our reportable segment is shown
     in the following table:

                                                      Sixteen Weeks Ended
                                                --------------------------------
                                                 January 18,        January 19,
                                                    2004               2003
     ---------------------------------------------------------------------------

      Revenues .................................  $   660,240        $   613,334
      Earnings from operations..................       41,410             42,387

     Interest expense and income taxes are not reported on an operating  segment
     basis in accordance  with the  Company's  method of internal  reporting.

     A reconciliation  of reportable  segment  revenues to consolidated  revenue
     follows:

                                                      Sixteen Weeks Ended
                                                --------------------------------
                                                 January 18,        January 19,
                                                    2004               2003
     ---------------------------------------------------------------------------

      Revenues.................................  $   660,240        $   613,334
      Other....................................        9,680                  -
                                                 -----------        -----------
      Consolidated revenues....................  $   669,920        $   613,334
                                                 ===========        ===========

     A  reconciliation  of  reportable   segment  earnings  from  operations  to
     consolidated earnings from operations follows:

                                                      Sixteen Weeks Ended
                                                --------------------------------
                                                 January 18,        January 19,
                                                    2004               2003
     ---------------------------------------------------------------------------

      Earnings from operations.................  $    41,410        $    42,387
      Other....................................         (338)                 -
                                                 -----------        -----------
      Consolidated earnings from operations....  $    41,072        $    42,387
                                                 ===========        ===========

10.  SUPPLEMENTAL CASH FLOW INFORMATION

     The  consolidated  statements of cash flows exclude the following  non-cash
     transactions: (i) equipment capital lease obligations of $7,290 incurred in
     2004; (ii) non-cash  proceeds from the Company's  financing of a portion of
     the sale of company-operated  restaurants to certain qualified  franchisees
     of $5,265 and $8,218 in 2004 and 2003, respectively,  included in accounts
     receivable;  and (iii) the use of sinking fund payments to retire financing
     lease obligations during 2003.



                                       9
<PAGE>
ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS

Results of Operations

     All  comparisons  under  this  heading  between  2004 and 2003 refer to the
16-week  periods  ended  January 18, 2004 and  January 19,  2003,  respectively,
unless otherwise indicated.

     The Company acquired Qdoba Restaurant Corporation  ("Qdoba"),  operator and
franchiser of Qdoba Mexican  Grill(R),  on January 21, 2003.  Qdoba's results of
operations are not included in periods ending prior to the acquisition date, and
as such are not reflected in the results of operations  for the first quarter of
fiscal year 2003.

Overview

     Jack in the Box Inc. (the "Company") owns,  operates and franchises JACK IN
THE BOX(R) quick-service hamburger restaurants and Qdoba Mexican Grill ("Qdoba")
fast-casual  restaurants.  As of January  18,  2004,  the JACK IN THE BOX system
included 1,959 restaurants,  of which 1,545 were  company-operated  and 414 were
franchise-operated.  JACK IN THE BOX  restaurants  are located  primarily in the
western and southern  United  States.  As of January 18, 2004, the Qdoba Mexican
Grill system included 131 fast-casual restaurants.

     The  Company's   primary   source  of  revenue  is  from   company-operated
restaurants. The Company also derives revenue from distribution sales to JACK IN
THE BOX and Qdoba  franchises,  retail  sales from fuel and  convenience  stores
("QUICK  STUFF(R)"),  royalties  from  franchised  restaurants,  rents from real
estate leased to certain  franchisees,  initial  franchise fees and  development
fees, and the sale of company-operated restaurants to franchisees.

     The quick-serve restaurant industry has become more complex and challenging
in recent  years.  Challenges  presently  facing the sector  include  changes in
consumer  expectations,  intense  competition  with  respect  to  market  share,
restaurant locations, labor, and menu and product development,  the emergence of
a new fast-casual restaurant segment,  changes in the economy and industry price
wars.

     To  address  these   challenges  and  others,   and  support  our  goal  of
transitioning  to a national  restaurant  company,  management  has undertaken a
brand  re-invention  operating  strategy  and  developed a  multifaceted  growth
strategy. Brand re-invention initiatives include product innovation with a focus
on high-quality products,  enhancements to the quality of service and renovation
to the restaurant  facility.  Our multifaceted  growth strategy includes growing
our  restaurant  base,  increasing  our  franchising  activities,  expanding our
proprietary  QUICK STUFF convenience store concept and continuing to grow Qdoba.
We believe  that  brand  re-invention  will  clearly  differentiate  us from our
competition  and that our growth  strategy  will support us in our  objective to
become a national restaurant company.

     The following summarizes the most significant events occurring in the first
quarter of fiscal year 2004:

     o    Increase   in   Company-operated   Restaurant   Sales.   New   product
          introductions  and  quality  improvements  to existing  products  have
          resulted  in  increased  sales  trends in the  quarter.  This trend is
          expected to continue,  and we project a 4.0% to 4.5% increase in sales
          at JACK  IN THE  BOX  restaurants  open  more  than  one  fiscal  year
          ("same-store")  in the  second  quarter  and a 2.5% to 3.0%  growth in
          same-store sales for the full year.
     o    Increase in  Restaurant  Costs of Sales.  In the  quarter,  restaurant
          costs of sales were  unfavorably  impacted by higher  commodity costs,
          primarily beef. Beef costs were  approximately  20% higher than a year
          ago and are  expected  to  continue to be higher than last year in our
          second  quarter and then moderate for the  remainder of the year.  For
          the full fiscal year, we estimate beef costs will be  approximately 5%
          to 7% higher than last year.
     o    Refinancing Transaction.  We secured new financing intended to provide
          a more flexible  capital  structure,  facilitate  the execution of our
          strategic plan, and decrease  borrowing  costs. In connection with the
          refinancing,  we recorded a charge to  interest  expense for the early
          retirement of debt of $9.2 million, $5.7 million after tax or $.15 per
          diluted share.
     o    Brand  Re-Invention   Progress.   We  are  currently   converting  two
          restaurants  in San Diego  that will  serve as  learning  labs for our
          brand  re-invention  initiative.  These  restaurants  are  expected to
          reopen  within  the next 60 days and will  feature an  upgraded  menu,
          totally  redesigned  facility - inside and out - and a higher level of
          guest  service.  The  results  of these  two  concept  stores  will be
          evaluated and applied in two test markets before  fiscal-year  end. As
          we have stated  previously,  brand  reinvention is anticipated to be a
          three- to five-year  program which will roll out only after evaluation
          of our market  testing.  We are also on course with our new Innovation
          Center,  which  will  unite  research  and  development  with  product
          marketing  and other key support  functions.  The  Innovation  Center,
          expected to open this spring,  will help us research evolving consumer
          preferences,  develop new products and design new restaurant processes
          and equipment.
                                       10
<PAGE>

     The following table sets forth, unless otherwise indicated,  the percentage
relationship  to total  revenues  of certain  items  included  in the  Company's
statements of earnings.

                           STATEMENTS OF EARNINGS DATA

                                                     2004               2003
-------------------------------------------------------------------------------

Revenues:
  Restaurant sales.............................      89.2%              91.2%
  Distribution and other sales.................       6.5                4.6
  Franchise rents and royalties................       3.2                2.9
  Other........................................       1.1                1.3
                                                    -----              -----
    Total revenues.............................     100.0%             100.0%
                                                    -----              -----

Costs of revenues:
  Restaurant costs of sales (1)................      31.5%              30.6%
  Restaurant operating costs (1)...............      52.4               52.6
  Costs of distribution and other sales (1)....      98.3               97.7
  Franchise restaurant costs (1)...............      42.1               42.5
    Total costs of revenues....................      82.6               81.6
Selling, general and administrative............      11.3               11.5
    Earnings from operations...................       6.1                6.9

     (1)  As a percentage of the related sales and/or revenues.

     The following table summarizes the number of JACK IN THE BOX restaurants as
of January 18, 2004 and January 19, 2003:


                                                     2004               2003
-------------------------------------------------------------------------------

JACK IN THE BOX:
  Company-operated.............................     1,545              1,515
  Franchised...................................       414                365
                                                    -----              -----
  End of period total..........................     1,959              1,880
                                                    =====              =====

Revenues

     Restaurant  sales  increased  $38.3 million,  or 6.8%, to $597.7 million in
2004 from $559.4 million in 2003. This growth primarily  reflects an increase in
sales at JACK IN THE BOX company-operated  restaurants,  growth in the number of
company-operated  restaurants and additional  sales from Qdoba  company-operated
restaurants, which were acquired in the second quarter of 2003. Sales at JACK IN
THE BOX restaurants open more than one fiscal year ("same-store") increased 3.1%
in 2004  compared  with  2003,  primarily  due to the  continued  success of our
premium  salad  line,  positive  response  to  our  new  high-quality  products,
including Classics on a Roll and our improved Chicken Breast Strips and improved
economic  conditions  compared  with a year ago.  The  number of JACK IN THE BOX
company-operated  restaurants  increased 2.0% to 1,545 in 2004 from 1,515 a year
ago.

     Distribution   and  other  sales,   representing   distribution   sales  to
franchisees  and QUICK STUFF sales,  increased $15.6 million to $43.7 million in
2004 from $28.1 million in 2003. Sales from our QUICK STUFF locations  increased
primarily due to an increase in the number of QUICK STUFF  locations to eighteen
at the end of the quarter from twelve a year ago.  Distribution  sales also grew
in 2004 compared  with 2003,  primarily due to an increase in the number of JACK
IN THE  BOX  and  Qdoba  franchised  restaurants  serviced  by our  distribution
centers.


                                       11
<PAGE>

     Franchise  rents and royalties  increased  $3.7 million to $21.2 million in
2004 from $17.5 million in 2003,  primarily reflecting an increase in the number
of JACK IN THE BOX franchised  restaurants to 414 at the end of the quarter from
365 a year ago. As a percentage of franchise  restaurant sales,  franchise rents
and royalties decreased slightly to 12.3% in 2004 from 13.0% in 2003,  primarily
due to the acquisition of Qdoba in the second quarter of fiscal year 2003, whose
royalties are lower than JACK IN THE BOX average rents and royalties.

     Other revenues  include  principally  gains and fees from the conversion of
company-operated  restaurants,  as well as interest income from notes receivable
and investments.  Other revenues  decreased $1.0 million to $7.3 million in 2004
from $8.3  million in 2003,  primarily  due to a decrease in gains and fees from
the  conversion of 19 lower average  sales volume  restaurants  in 2004 compared
with 9 restaurants  a year ago.  Gains  related to these  conversions  were $5.1
million and $7.3  million,  respectively.  In the second  quarter,  we expect to
convert seven restaurants to franchises and generate approximately $4 million in
other  revenues,  and for the  full  year  other  revenues  are  expected  to be
approximately   $23  million,   primarily  from  the  conversion  of  35  to  40
restaurants.

Costs and Expenses

     Restaurant  costs  of  sales,  which  include  food  and  packaging  costs,
increased to $188.4 million in 2004 from $171.2  million in 2003,  primarily due
to sales  growth and higher  ingredient  costs.  As a percentage  of  restaurant
sales,  costs of sales  increased  to 31.5% in 2004 from  30.6% in 2003,  due to
higher ingredient costs,  primarily beef which was approximately 20% higher than
a year ago.

     Restaurant  operating  costs were $313.1  million,  or 52.4% of  restaurant
sales, in 2004 and $294.1 million, or 52.6% in 2003. The percentage  improvement
in 2004 is  primarily  due to  increased  leverage  on payroll  and fixed  costs
provided by higher  sales in the  quarter  compared  with a year ago,  partially
offset by increases in insurance costs.  Insurance expenses,  primarily workers'
compensation,  are expected to continue at higher levels  throughout fiscal year
2004.

     Costs of  distribution  and other sales  increased to $42.9 million in 2004
from $27.5  million in 2003,  primarily  reflecting  an  increase in the related
sales. As a percentage of distribution and other sales, these costs increased to
98.3% in 2004 from 97.7% a year ago due to  declines  in  distribution  and fuel
margins.  Lower fuel margins resulted from a change in our fuel pricing strategy
designed to achieve  higher  sales  volumes at certain  QUICK  STUFF  locations.
Distribution   margins  were  impacted  by  growth  in  the  percentage  of  our
distribution business serviced from our lower margin distribution centers.

     Franchise   restaurant  costs,  which  consist  principally  of  rents  and
depreciation on properties leased to franchisees and other miscellaneous  costs,
increased  to  $8.9  million  in 2004  from  $7.4  million  in  2003,  primarily
reflecting an increase in the number of franchised restaurants.

     Selling,  general and  administrative  expenses ("SG&A") increased to $75.4
million in 2004 from $70.7  million in 2003.  SG&A improved to 11.3% of revenues
in 2004 compared with 11.5% in 2003 due to continued cost reduction  initiatives
from our Profit  Improvement  Program  and the  increased  leverage  from higher
revenues,  offset in part by higher pension costs.  Pension costs have increased
due to declines in discount rates and in the assumed long-term rate of return on
plan assets,  and are expected to continue at higher  levels  throughout  fiscal
year 2004.

     Interest  expense was $15.9  million in 2004  compared with $8.3 million in
2003. This increase  primarily  relates to the refinancing of the Company's term
loan and the early redemption of the senior  subordinated  notes, which resulted
in a charge of $9.2 million for the payment of a call premium and the  write-off
of deferred  finance  fees.  In addition to  providing  us with a more  flexible
capital  structure,  this  refinancing  transaction  is  expected  to lower  our
borrowing costs by approximately $3 million per year on average over the term of
our new term  loan.  The  impact of these  costs was  partially  offset by lower
average interest rates compared with a year ago.

     The income tax  provisions in both quarters  reflect  projected  annual tax
rates of 38.0% of pre-tax  earnings.  The fiscal 2003 income tax  provision  was
subsequently  adjusted to the effective annual rate of 36.2% of pretax earnings.
The lower income tax rate in 2003 resulted  from the  favorable  resolution of a
long-standing  tax matter.  The final 2004 annual tax rate cannot be  determined
until the end of the fiscal year;  therefore,  the actual rate could differ from
our current estimates.


                                       12
<PAGE>

Net Earnings

     Net  earnings  were  $15.6  million,  or $.43 per  diluted  share,  in 2004
compared to $21.2  million,  or $.56 per diluted  share,  in 2003. In 2004,  net
earnings  includes a loss on early  retirement of debt,  which was $5.7 million,
net of income taxes, or $.15 per diluted share.

Liquidity and Capital Resources

     General.  Cash and cash equivalents increased $8.2 million to $30.6 million
at January  18, 2004 from $22.4  million at the  beginning  of the fiscal  year,
reflecting  a  temporary  increase  in cash  balances.  We  generally  expect to
maintain low levels of cash and cash  equivalents,  reinvesting  available  cash
flows from  operations to develop new or enhance  existing  restaurants,  and to
reduce  borrowings under the revolving credit facility.  At January 18, 2004, we
had no borrowings under our revolving credit facility.

     Financial Condition. Our working capital deficit decreased $18.2 million to
$70.9  million at January 18, 2004 from $89.1  million at  September  28,  2003,
primarily due to the temporary increase in our cash and a $12.9 million increase
in assets held for sale and leaseback at the end of the quarter. The increase in
assets held for sale and  leaseback is due  principally  to an increase in costs
associated  with the Company's  Innovation  Center expected to open this spring.
The  Company and the  restaurant  industry in general  maintain  relatively  low
levels of accounts  receivable and  inventories,  and vendors grant trade credit
for  purchases  such as food and  supplies.  We also  continually  invest in our
business through the addition of new units and  refurbishment of existing units,
which are reflected as long-term assets and not as part of working  capital.  At
the end of the quarter,  our current ratio increased to .7 to 1 compared with .6
to 1 at the  beginning of the year,  improving  for the same  reasons  discussed
above.

     New  Financing.  On January 8, 2004,  we secured a new senior term loan and
amended our revolving credit facility,  each with extended  maturities.  Our new
financing is intended to provide a more flexible capital  structure,  facilitate
the  execution  of  our  strategic   plan,  and  decrease   borrowing  costs  by
approximately $3 million per year on average over the term of our new term loan.

     Our credit  facility  provides  borrowings in the aggregate  amount of $475
million  and is  comprised  of: (i) a $200  million  revolving  credit  facility
maturing  on  January  8,  2008  with a rate of London  Interbank  Offered  Rate
("LIBOR")  plus 2.25% and (ii) a $275 million  term loan  maturing on January 8,
2011 with a rate of LIBOR plus 2.75%.  The credit facility  requires the payment
of an annual  commitment fee based on the unused portion of the credit facility.
The annual commitment rate and the credit facility's interest rates are based on
a financial  leverage ratio, as defined in the credit  agreement.  To secure our
respective obligations under the credit facility, the Company and certain of its
subsidiaries  granted liens in substantially all personal property assets. Under
certain circumstances,  the Company and each of its certain subsidiaries will be
required  to grant  liens in  certain  real  property  assets  to  secure  their
respective obligations under the new credit facility.  Additionally,  certain of
our real and personal  property  secure other  indebtedness  of the Company.  At
January 18, 2004, we had no borrowings  under our revolving  credit facility and
had letters of credit outstanding of $32.6 million.

     We used the proceeds  from the new term loan to refinance our existing $150
million  term loan and redeem $125 million of 8 3/8% senior  subordinated  notes
due April 15,  2008,  which  resulted  in a charge to  interest  expense of $9.2
million.  The amended  revolving  credit facility is intended to support general
corporate purposes.

     We are subject to a number of covenants under our various debt instruments,
including  limitations  on  additional   borrowings,   acquisitions,   loans  to
franchisees,  capital expenditures,  lease commitments and dividend payments, as
well as requirements to maintain certain  financial  ratios,  cash flows and net
worth.  As of  January  18,  2004,  we  were in  compliance  with  all the  debt
covenants.

     Total debt outstanding increased to $310.2 million at January 18, 2004 from
$303.1 million at the beginning of the fiscal year due to an increase in capital
lease obligations associated with new restaurant equipment leases.

     Franchise  Conversions.  We have  continued  our  strategy  of  selectively
converting company-operated restaurants to franchises, converting 19 restaurants
in the quarter  compared  with nine a year ago. In the first quarter of 2004 and
2003,  proceeds  from  the  conversion  of   company-operated   restaurants  and
collections on notes receivable,  primarily  related to conversions,  were $13.1
million and $5.2 million, respectively.


                                       13
<PAGE>
     In the second quarter, we expect to convert seven restaurants to franchises
and generate  approximately $4 million in other revenues,  and for the full year
other revenues are expected to be approximately $23 million,  primarily from the
conversion of 35 to 40 restaurants.

     Other  Transactions.  In January  1994,  we entered  into  financing  lease
arrangements with two limited  partnerships (the  "Partnerships")  related to 76
restaurants.  At the inception of the financing lease arrangements,  we recorded
cash and cash held in trust,  and  established  financing  lease  obligations of
approximately $70 million requiring  semi-annual  payments to cover interest and
sinking  fund  obligations  due in equal  installments  on  January  1, 2003 and
November 1, 2003. In January 2003, we paid a $1.3 million fee to retire the debt
early.  The fee was charged to interest  expense in the first  quarter of fiscal
year 2003 when the obligations were retired. We used borrowings under our credit
facility and previous  sinking fund  payments to reacquire  the interests in the
restaurant  properties and retire the high interest rate bearing financing lease
obligations.

     In fiscal  years  2000 and  2002,  our Board of  Directors  authorized  the
repurchase of our  outstanding  common stock in the open market for an aggregate
amount  not to exceed $90  million.  Under  these  authorizations,  we  acquired
4,115,853  shares at an aggregate  cost of $90 million prior to the beginning of
fiscal  year  2004 and have no  repurchase  availability  remaining.  The  stock
repurchase  program was  intended to increase  shareholder  value and offset the
dilutive effect of stock option exercises.

     Contractual Obligations and Commitments.  The following is a summary of the
Company's contractual  obligations and commercial  commitments as of January 18,
2004:
<TABLE>
<CAPTION>
                                                                    Payments Due by Period (in thousands)
                                                -----------------------------------------------------------------------------
                                                                  Less than                                        After
                                                    Total           1 year        1-3 years       3-5 years       5 years
 ----------------------------------------------------------------------------------------------------------------------------
  <S>                                                <C>            <C>            <C>             <C>               <C>

  Contractual Obligations:
    Credit facility term loan.................   $   275,000     $     2,063     $     5,500     $     5,500     $   261,937
    Revolving credit facility.................             -               -               -               -               -
    Capital lease obligations.................        30,407           4,189           8,450           8,423           9,345
    Other long-term debt obligations..........         4,830           3,284           1,152             394               -
    Operating lease obligations (1)...........     1,506,547         159,737         281,326         237,487         827,997
    Guarantee (2).............................         1,106             210             323             316             257
                                                 -----------     -----------     -----------     -----------     -----------
     Total contractual obligations............   $ 1,817,890     $   169,483     $   296,751     $   252,120     $ 1,099,536
                                                 ===========     ===========     ===========     ===========     ===========

  Other Commercial Commitments:
    Stand-by letters of credit (3)............   $    32,602     $    32,602     $         -     $         -     $         -
                                                 ===========     ===========     ===========     ===========     ===========
</TABLE>

     (1)  We exercised our purchase option rights under certain lease agreements
          and on  February  27,  2004,  purchased  JACK  IN THE  BOX  restaurant
          properties for approximately  $46 million,  which will be converted to
          sale and leaseback transactions over the balance of the fiscal year.

     (2)  Consists of a guarantee associated with one Chi-Chi's property. Due to
          the bankruptcy of the Chi-Chi's restaurant chain,  previously owned by
          the Company,  we are obligated to perform in accordance with the terms
          of the guarantee agreement.

     (3)  Consists primarily of letters of credit for workers'  compensation and
          general liability insurance.

     Capital  Expenditures.   Capital  expenditures,   including  capital  lease
obligations,   were  $30.8   million  and  $22.4   million  in  2004  and  2003,
respectively.  Cash flows from  additions to property and  equipment,  increased
$1.1  million to $23.5  million in 2004 from  $22.4  million in 2003,  due to an
increase in spending related to JACK IN THE BOX restaurant  improvements and the
inclusion   of   Qdoba   capital   expenditures,   primarily   related   to  new
company-operated restaurants. These increases were partially offset by a decline
in expenditures for new JACK IN THE BOX  restaurants,  reflecting a reduction in
the number of new restaurant  openings to 12 in the first quarter of fiscal year
2004 from 22 a year ago.  During the quarter,  we also  incurred  capital  lease
obligations for certain restaurant equipment of $7.3 million.

     In the second  quarter of fiscal year 2004 and for the full year, we expect
capital  expenditures and lease  commitments to be approximately $29 million and
$150 million,  respectively. Our capital projections include spending related to
approximately  14 and  65  new  restaurants,  respectively,  brand  re-invention
initiatives and our new Innovation  Center, as well as additional  capital lease
commitments for certain restaurant equipment.

                                       14
<PAGE>

     Pension  Funding.  Lower  discount  rates and a  reduction  in our  assumed
long-term  rate of return on plan assets have  contributed to an increase in our
accumulated  benefit  plan  obligations.  Taking  advantage  of our current cash
position  and the  upward  trend in the equity  markets,  we  contributed  $17.0
million to our pension plans in December 2003.

     Future  Liquidity.  We require  capital  principally  to grow the  business
through  new  restaurant  construction,  as well  as to  maintain,  improve  and
refurbish existing restaurants,  and for general operating purposes. Our primary
short-term and long-term sources of liquidity are expected to be cash flows from
operations,  the revolving bank credit  facility,  and the sale and leaseback of
certain restaurant properties. Additional potential sources of liquidity include
the conversion of company-operated restaurants to franchised restaurants.  Based
upon current levels of operations and  anticipated  growth,  we expect that cash
flows from  operations,  combined with other financing  alternatives in place or
available,  will be  sufficient to meet debt service,  capital  expenditure  and
working capital requirements.

     We do not have material  related party  transactions  or off-balance  sheet
arrangements,  other than our operating  leases.  We do not enter into commodity
contracts for which market price quotations are not available.  Furthermore,  we
are not aware of any other  factors  which are  reasonably  likely to affect our
liquidity,  other than those  disclosed  as risk  factors in our Form 10-K filed
with the SEC.  While we have noted that certain  operating  expenses are rising,
including  pension and  insurance  costs,  we believe that there are  sufficient
funds available from  operations,  our existing credit facility and the sale and
leaseback of restaurant properties to accommodate the Company's future growth.

Discussion of Critical Accounting Policies

     We have identified the following as the Company's most critical  accounting
policies,  which are  those  that are most  important  to the  portrayal  of the
Company's  financial  condition  and  results  and  require   management's  most
subjective  and complex  judgments.  Information  regarding the Company's  other
significant  accounting  policies  are  disclosed  in Note 1 of our most  recent
Annual Report on Form 10-K filed with the SEC.

     Pension  Benefits - The Company sponsors pension and other retirement plans
in  various  forms  covering  those  employees  who  meet  certain   eligibility
requirements.  Several statistical and other factors which attempt to anticipate
future events are used in calculating  the expense and liability  related to the
plans,  including  assumptions about the discount rate,  expected return on plan
assets and the rate of increase in  compensation  levels,  as  determined by the
Company  using  specified  guidelines.   In  addition,   our  outside  actuarial
consultants also use certain  statistical  factors such as turnover,  retirement
and mortality rates to estimate the Company's  future benefit  obligations.  The
actuarial  assumptions  used may differ  materially  from actual  results due to
changing market and economic conditions, higher or lower turnover and retirement
rates or longer or shorter life spans of  participants.  These  differences  may
impact the amount of pension expense recorded by the Company. Due principally to
decreases  in discount  rates and declines in the return on assets in the plans,
the pension  expense in fiscal year 2004 is  expected to be  approximately  $7.2
million higher than fiscal year 2003.

     Self Insurance - The Company is  self-insured  for a portion of its current
and prior years' losses related to its workers' compensation, general liability,
automotive,   medical  and  dental   programs.   In  estimating   the  Company's
self-insurance  reserves, we utilize independent actuarial estimates of expected
losses,  which are based on  statistical  analyses  of  historical  data.  These
assumptions  are closely  monitored  and  adjusted  when  warranted  by changing
circumstances.  Should a greater  amount of claims  occur  compared  to what was
estimated,  or medical costs increase  beyond what was expected,  reserves might
not be sufficient, and additional expense may be recorded.

     Long-lived Assets - Property, equipment and certain other assets, including
amortized  intangible  assets,  are reviewed for impairment  when  indicators of
impairment  are  present.  This  review  includes a  market-level  analysis  and
evaluations of restaurant  operating  performance  from operations and marketing
management.  When indicators of impairment are present, we perform an impairment
analysis on a restaurant-by-restaurant  basis. If the sum of undiscounted future
cash  flows is less  than the  carrying  value of the  asset,  we  recognize  an
impairment loss by the amount which the carrying value exceeds the fair value of
the asset.  Our estimates of future cash flows may differ from actual cash flows
due to,  among  other  things,  economic  conditions  or  changes  in  operating
performance.  During  the  first  quarter  of  fiscal  year  2004,  we  noted no
indication of impairment of these long-lived assets.

                                       15
<PAGE>
     Goodwill and Other  Intangibles - We also evaluate  goodwill and intangible
assets not subject to amortization annually, or more frequently if indicators of
impairment  are present.  If the estimated  fair values of these assets are less
than the related carrying amounts, an impairment loss is recognized. The methods
we use to estimate fair value include  future cash flow  assumptions,  which may
differ from actual cash flows due to, among other things, economic conditions or
changes in operating performance. During the fourth quarter of 2003, we reviewed
the carrying value of our goodwill and  indefinite  life  intangible  assets and
determined that no impairment existed as of September 28, 2003.

     Allowances for Doubtful Accounts - Our trade receivables  consist primarily
of amounts due from  franchisees  for rents on subleased  sites,  royalties  and
distribution  sales.  We  also  have  notes  receivable  related  to  short-term
financing  provided  on the  sale of  company-operated  restaurants  to  certain
qualified  franchisees.  We continually monitor amounts due from franchisees and
maintain an allowance for doubtful  accounts for estimated losses resulting from
the  potential  inability of our  franchisees  to make required  payments.  This
estimate is based on our assessment of the collectibility of specific franchisee
accounts,  as well as a  general  allowance  based  on  historical  trends,  the
financial condition of our franchisees, consideration of the general economy and
the aging of such  receivables.  The  Company  has good  relationships  with its
franchisees and achieves high collection rates; however, if the future financial
condition of our franchisees  were to deteriorate,  resulting in their inability
to make  specific  required  payments,  additions to the  allowance for doubtful
accounts may be required.

     Legal  Accruals - The  Company is  subject  to claims and  lawsuits  in the
ordinary course of its business.  A determination of the amount accrued, if any,
for these  contingencies  is made after analysis of each matter.  We continually
evaluate such accruals and may increase or decrease  accrued  amounts as we deem
appropriate.

Future Application of Accounting Principles

     In December 2003, the FASB issued SFAS 132 Revised,  Employers' Disclosures
about  Pensions and Other Post  Retirement  Benefits.  This  Statement  requires
revisions  to  employers'   disclosures  about  pension  plans  and  other  post
retirement plans. The interim period  disclosure  requirements will be effective
beginning  in the second  quarter of fiscal year 2004 and the annual  disclosure
requirements will be effective for fiscal year 2004.

Cautionary Statements Regarding Forward-Looking Statements

     This  Quarterly  Report on Form 10-Q  contains  forward-looking  statements
within  the  meaning  of  the  federal  securities  law.  These  forward-looking
statements  are  principally  contained  in the  sections  captioned,  Notes  to
Unaudited Consolidated Financial Statements and Liquidity and Capital Resources.
Statements   regarding  our  continuing   investment  in  new   restaurants  and
refurbishment of existing facilities, expectations regarding our refinancing and
effective tax rate,  expectations  regarding any liability  that may result from
claims and actions  filed against us, our  estimated  and future  expenses,  our
brand  reinvention,  growth and QUICK  STUFF  strategies,  our same store  sales
trends,  our cost of sales,  the  opening of our  learning  labs and  Innovation
Center,  the number and impact of our anticipated  restaurant  conversions,  our
future financial performance, sources of liquidity, uses of cash and sufficiency
of our cash flows are forward-looking statements. Forward-looking statements are
generally  identifiable  by  the  use  of  the  words  "anticipate,"   "assume,"
"believe,"  "estimate,"  "seek," "expect,"  "intend," "plan,"  "project," "may,"
"will" "would," and similar expressions. Forward-looking statements are based on
management's  current plans and assumptions and are subject to known and unknown
risks and  uncertainties,  which may cause actual  results to differ  materially
from expectations. The following is a discussion of some of those factors.

     There is intense  competition in the quick service restaurant industry with
respect  to  market  share,  restaurant  locations,   labor,  menu  and  product
development. The Company competes primarily on the basis of quality, variety and
innovation of menu items, service, brand,  convenience and price against several
larger national and international chains with potentially  significantly greater
financial resources.  The Company's results depend upon the effectiveness of its
strategies  as compared to its  competitors,  and can be  adversely  affected by
aggressive  competition  from  numerous and varied  competitors  in all areas of
business,  including new product introductions,  promotions and discounting.  In
addition, restaurant sales can be affected by factors, including but not limited
to, demographic  changes,  consumer  preferences,  tastes and spending patterns,
perceptions  about the  health and safety of food  products  and severe  weather
conditions. With approximately 40% of its restaurants in California, demographic
changes,   adverse  weather,   economic  and  political   conditions  and  other
significant  events  in  California  can  significantly  affect  Jack in the Box
restaurant  sales.  The  quick  service  restaurant  industry  is  mature,  with
significant  chain  penetration.  There can be no assurances  that the Company's
growth  objectives  in the  regional  domestic  markets  in  which  it  operates
restaurants and  convenience  stores will be met or that the new facilities will
be  profitable.  Anticipated  and  unanticipated  delays in  development,  sales
softness  and  restaurant  closures  may have a material  adverse  effect on the
Company's   results  of  operations.   The  development  and   profitability  of
restaurants can be adversely  affected by many factors  including the ability of
the  Company  and its  franchisees  to  select  and  secure  suitable  sites  on
satisfactory  terms,  the  availability  of financing  and general  business and

                                       16
<PAGE>

economic  conditions.  The  realization  of gains from our program of  selective
sales of  Company-operated  restaurants to existing and new franchisees  depends
upon various factors,  including sales trends at Jack in the Box restaurants and
the  financing  market and economic  conditions  referred to above.  The ongoing
success of our selective sale and leaseback of restaurant  properties is subject
to changes in the economy,  credit market, real estate market and the ability of
the company to obtain acceptable prices and terms. Our results of operations can
also be adversely affected by changes in commodity prices or supply,  increasing
utility, occupancy and insurance costs, interest rates, inflation, recession and
other factors over which the Company has no control,  including the  possibility
of increased pension expense and contributions resulting from continued declines
in  discount  rates and stock  market  returns.  In January  2003,  the  Company
completed  its  acquisition  of  Qdoba  Restaurant  Corporation,  a  fast-casual
restaurant  chain. The Company may not  successfully  integrate or fully realize
the potential  benefits or synergies of this or other acquisition  transactions.
Other  factors  that  can  cause  actual  results  to  differ   materially  from
expectations   include  the  unpredictable   nature  of  litigation,   including
strategies and settlement costs; changes in accounting  standards,  policies and
practices;  new legislation and  governmental  regulation;  potential  variances
between  estimated and actual  liabilities;  and the  possibility  of unforeseen
events affecting the industry in general.

     Our  income tax  provision  is  sensitive  to  expected  earnings  and,  as
expectations  change, our income tax provision may vary from  quarter-to-quarter
and  year-to-year.  In addition,  from  time-to-time,  we may take positions for
filing our tax returns, which differ, from the treatment for financial reporting
purposes.  Our  effective tax rate for fiscal 2004 is expected to be higher than
our fiscal 2003 rate.

     This discussion of uncertainties is not exhaustive. Additional risk factors
associated  with our business are detailed in our most recent  Annual  Report on
Form 10-K filed with the SEC.  Jack in the Box Inc.  assumes no  obligation  and
does not intend to update these forward-looking statements.

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

     Our primary  exposure  relating to financial  instruments  is to changes in
interest rates.  Our credit  facility,  which is comprised of a revolving credit
facility  and a term loan,  bears  interest at an annual rate equal to the prime
rate or the LIBOR plus an applicable margin based on a financial leverage ratio.
The majority of the credit  facility  borrowings are LIBOR based.  As of January
18, 2004, our applicable  margins for the LIBOR based  revolving  loans and term
loan were set at 2.25% and  2.75%,  respectively.  A  hypothetical  one  percent
increase in short-term  interest rates, based on the outstanding  balance of our
revolving  credit facility and term loan at January 18, 2004, would result in an
estimated increase of $2.8 million in annual interest expense.

     Changes in interest rates also impact our pension expense, as do changes in
the expected  long-term  rate of return on our pension  plan assets.  An assumed
discount rate is used in  determining  the present value of future cash outflows
currently expected to be required to satisfy the pension benefit obligation when
due. Additionally, an assumed long-term rate of return on plan assets is used in
determining the average rate of earnings expected on the funds invested or to be
invested to provide the benefits to meet our  projected  benefit  obligation.  A
hypothetical 25 basis point reduction in the assumed  discount rate and expected
long-term rate of return on plan assets would result in an estimated increase of
$1.4  million  and $0.2  million,  respectively,  in our future  annual  pension
expense.

     We  are  also  exposed  to  the  impact  of  commodity  and  utility  price
fluctuations related to unpredictable  factors such as weather and various other
market  conditions  outside our control.  Our ability to recover increased costs
through  higher  prices is limited by the  competitive  environment  in which we
operate.  From time-to-time we enter into futures and option contracts to manage
these  fluctuations.  Open  commodity  futures  and  option  contracts  were not
significant at January 18, 2004.

     At January 18, 2004, we had no other material financial instruments subject
to significant market exposure.

ITEM 4.    CONTROLS AND PROCEDURES

     (a) Under the  supervision  and with the  participation  of our management,
including our principal  executive officer and principal  financial officer,  we
evaluated the effectiveness of our disclosure  controls and procedures,  as such

                                       17
<PAGE>

term is defined  under  Rules  13a-15(e)  and 15d -15(e)  promulgated  under the
Securities  Exchange  Act of 1934,  as amended.  Based on this  evaluation,  our
principal  executive officer and principal  financial officer concluded that our
disclosure  controls and  procedures  were effective as of the end of the period
covered by this quarterly report.

     (b) There have been no  significant  changes in our  internal  control over
financial  reporting  during  the  quarter  ended  January  18,  2004  that  has
materially affected,  or is reasonably likely to materially affect, our internal
control over financial reporting.


PART II.   OTHER INFORMATION

There is no  information  required to be  reported  for any items under Part II,
except as follows:

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matters were  submitted to a vote of  stockholders  in the first quarter
ended January 18, 2004. Our annual meeting of stockholders was held February 13,
2004, at which the following matters were voted as indicated:


  1.   Election of the following  directors to serve until the next
       annual meeting of  stockholders  and until their  successors
       are elected and qualified.
<TABLE>
<CAPTION>
                                                    For         Withheld    Abstain
                                                    ---         --------    -------
       <S>                                          <C>            <C>        <C>           <C>

         Michael E. Alpert.....................  32,823,932    1,668,770         -
         Edward W. Gibbons.....................  33,908,169      584,533         -
         Anne B. Gust..........................  32,723,132    1,769,570         -
         Alice B. Hayes, Ph.D..................  32,503,188    1,989,514         -
         Murray H. Hutchison...................  32,123,171    2,369,531         -
         Michael W. Murphy.....................  32,124,528    2,368,174         -
         Linda A. Lang.........................  33,906,359      586,343         -
         Robert J. Nugent......................  33,529,084      963,618         -
         L. Robert Payne.......................  33,522,934      969,768         -

                                                                                           Broker
                                                    For         Against     Abstain      Non-Votes
                                                    ---         -------     -------      ---------

  2.  Approve the 2004 Stock Incentive Plan....  22,923,040    5,754,266    281,030      5,534,366

                                                    For         Against     Abstain
                                                    ---         -------     -------
  3.  Ratification of appointment of KPMG LLP
       as independent auditors.................  33,355,559    1,121,774     15,369

</TABLE>

                                       18
<PAGE>

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K
ITEM 6 (a). EXHIBITS

 Number       Description
  3.1         Restated Certificate of Incorporation, as amended(7)
  3.2         Amended and Restated Bylaws
  4.1         Indenture  for  the 8 3/8% Senior  Subordinated  Notes due 2008(6)
               (Instruments with respect to the registrant's  long-term debt not
               in excess of 10% of the total  assets of the  registrant  and its
               subsidiaries  on a  consolidated  basis  have been  omitted.  The
               registrant  agrees to furnish  supplementally  a copy of any such
               instrument to the Commission upon request.)
  4.2         Shareholder Rights Agreement(3)
  10.1        Amended and Restated Credit Agreement dated as of  January 8, 2004
               by and among Jack in the Box Inc. and the lenders named therein
  10.2        Purchase   Agreements  dated  as  of  January  22,  1987   between
               Foodmaker,  Inc. and FFCA/IIP 1985 Property  Company and FFCA/IIP
               1986 Property Company(1)
  10.3        Land  Purchase  Agreements  dated  as of February  18, 1987 by and
               between  Foodmaker,  Inc. and FFCA/IPI 1984 Property  Company and
               FFCA/IPI  1985  Property  Company and Letter  Agreement  relating
               thereto(1)
  10.4.1*     Amended and Restated 1992 Employee Stock Incentive Plan(4)
  10.4.2*     Jack in the Box Inc. 2002 Stock Incentive Plan(10)
  10.5*       Capital Accumulation Plan for Executives(9)
  10.5.1*     First  Amendment  dated  as  of  August  2,  2002  to the  Capital
               Accumulation Plan for Executives(11)
  10.6*       Supplemental Executive Retirement Plan(9)
  10.6.1*     First  Amendment  dated  as  of August 2, 2002 to the Supplemental
               Executive Retirement Plan(11)
  10.7*       Performance Bonus Plan(8)
  10.8*       Deferred Compensation Plan for Non-Management Directors(2)
  10.9*       Amended and Restated Non-Employee Director Stock Option Plan(7)
  10.10*      Form  of  Compensation  and   Benefits  Assurance   Agreement  for
               Executives(5)
  10.11*      Form of Indemnification Agreement between Jack in the Box Inc. and
               certain officers and directors(11)
  10.12       Consent Agreement(11)
  10.13*      Executive Deferred Compensation Plan(12)
  10.14*      Form of Restricted Stock Award for certain executives(12)
  10.14(a)    Schedule of Restricted Stock Awards
  10.15*      Executive  Agreement  between  Jack in  the Box Inc.  and  Gary J.
               Beisler,   President  and  Chief   Executive   Officer  of  Qdoba
               Restaurant Corporation (13)
  10.16*      2004 Stock Incentive Plan (14)

  31.1        Certification of Chief Executive  Officer pursuant to  Section 302
               of the Sarbanes-Oxley Act of 2002

  31.2        Certification of Chief Financial  Officer pursuant to  Section 302
               of the Sarbanes-Oxley Act of 2002

  32.1        Certification  of Chief Executive  Officer  pursuant to  18 U.S.C.
               Section  1350,  as  adopted   pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002

  32.2        Certification  of Chief Financial  Officer  pursuant to  18 U.S.C.
               Section  1350,  as  adopted   pursuant  to  Section  906  of  the
               Sarbanes-Oxley Act of 2002
  -----------
  * Management contract or compensatory plan.



                                       19
<PAGE>

(1)  Previously  filed and  incorporated  herein by reference from  registrant's
     Registration Statement on Form S-1 (No. 33-10763) filed February 24, 1987.

(2)  Previously  filed and  incorporated  herein by reference from  registrant's
     Definitive Proxy Statement dated January 17, 1995 for the Annual Meeting of
     Stockholders on February 17, 1995.

(3)  Previously  filed and incorporated by reference from  registrant's  current
     report  on  Form  8-K  dated  July  26,  1996.

(4)  Previously  filed and  incorporated  herein by reference from  registrant's
     Registration Statement on Form S-8 (No. 333-26781) filed May 9, 1997.

(5)  Previously  filed and  incorporated  herein by reference from  registrant's
     Annual Report on Form 10-K for the fiscal year ended September 28, 1997.

(6)  Previously  filed and  incorporated  herein by reference from  registrant's
     Quarterly Report on Form 10-Q for the quarter ended April 12, 1998.

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

(8)  Previously  filed and  incorporated  herein by reference from  registrant's
     Definitive Proxy Statement dated January 19, 2001 for the Annual Meeting of
     Stockholders on February 23, 2001.

(9)  Previously  filed and  incorporated  herein by reference from  registrant's
     Annual Report on Form 10-K for the fiscal year ended September 30, 2001.

(10) Previously filed and incorporated herein by reference from the registrant's
     Definitive Proxy Statement dated January 18, 2002 for the Annual Meeting of
     Stockholders' on February 22, 2002.

(11) Previously  filed and  incorporated  herein by reference from  registrant's
     Annual Report on Form 10-K for the fiscal year ended September 29, 2002.

(12) Previously  filed and  incorporated  herein by reference from  registrant's
     Quarterly Report on Form 10-Q for the quarter ended January 19, 2003.

(13) Previously  filed and  incorporated  herein by reference from  registrant's
     Quarterly Report on Form 10-Q for the quarter ended April 13, 2003.

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



ITEM 6(b). FORM 8-K
           --------

     We filed the following reports on Form 8-K with the Securities and Exchange
Commission  during the first  quarter  ended  January 18, 2004:  On November 12,
2003, we filed a report on Form 8-K containing an earnings release that reported
results of  operations  for the fourth  quarter  and fiscal year  periods  ended
September 28, 2003.


                                       20
<PAGE>

                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized and in the capacities indicated.


                                    JACK IN THE BOX INC.


                                    By:    /S/JOHN F. HOFFNER
                                           ------------------
                                           John F. Hoffner
                                           Executive Vice President
                                           and Chief Financial Officer
                                           (Principal Financial Officer)
                                           (Duly Authorized Signatory)


Date:  March 2, 2004

