<SUBMISSION>
<ACCESSION-NUMBER>0000807882-04-000013
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>5
<PERIOD>20040411
<FILING-DATE>20040521
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>JACK IN THE BOX INC /NEW/
<CIK>0000807882
<ASSIGNED-SIC>5812
<IRS-NUMBER>952698708
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0930
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>001-09390
<FILM-NUMBER>04822268
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>9330 BALBOA AVE
<CITY>SAN DIEGO
<STATE>CA
<ZIP>92123-1516
<PHONE>6195712121
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>9330 BALBOA AVENUE
<CITY>SAN DIEGO
<STATE>CA
<ZIP>92123-1516
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>FOODMAKER INC /DE/
<DATE-CHANGED>19920703
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>project10q2004q2.txt
<DESCRIPTION>FORM 10-Q 2ND QUARTER FY 2004
<TEXT>

                       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 April 11, 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 May 18, 2004 -36,489,625.


                                       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....................................     11

Item 3.   Quantitative and Qualitative Disclosures About Market Risk....     19

Item 4.   Controls and Procedures.......................................     19


                                     PART II


Item 1.   Legal Proceedings.............................................     20

Item 4.   Submission of Matters to a Vote of Security Holders...........     20

Item 6.   Exhibits and Reports on Form 8-K..............................     21

          Signature.....................................................     23







                                       2
<PAGE>

PART I. FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

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

                                                    April 11,      September 28,
                                                      2004             2003
--------------------------------------------------------------------------------
                                                   (Unaudited)
                                     ASSETS
Current assets:
   Cash and cash equivalents....................   $    11,116     $    22,362
   Accounts and notes receivable, net...........        28,236          31,582
   Inventories..................................        33,054          31,699
   Prepaid expenses and other current assets....        21,524          21,056
   Assets held for sale and leaseback...........       126,603          41,916
                                                   -----------     -----------
     Total current assets.......................       220,533         148,615
                                                   -----------     -----------

Property and equipment, net.....................       881,257         866,960

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

Intangible assets, net..........................        28,635          29,640

Other assets, net...............................        43,088          40,517
                                                   -----------     -----------

     TOTAL......................................   $ 1,263,731     $ 1,175,950
                                                   ===========     ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Current maturities of long-term debt.........   $     8,860     $    12,334
   Accounts payable.............................        56,803          51,031
   Accrued expenses.............................       206,205         174,369
                                                   -----------     -----------
     Total current liabilities..................       271,868         237,734
                                                   -----------     -----------

Deferred income taxes...........................        41,510          33,910

Long-term debt, net of current maturities.......       303,928         290,746

Other long-term liabilities.....................       138,199         143,238

Stockholders' equity:
   Common stock.................................           434             432
   Capital in excess of par value...............       327,897         325,510
   Retained earnings............................       335,894         300,682
   Accumulated other comprehensive loss, net....       (27,184)        (27,184)
   Unearned compensation........................        (4,352)         (4,655)
   Treasury stock...............................      (124,463)       (124,463)
                                                   -----------     -----------
     Total stockholders' equity.................       508,226         470,322
                                                   -----------     -----------

     TOTAL......................................   $ 1,263,731     $ 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)
<TABLE>
<CAPTION>
                                                       Twelve Weeks Ended            Twenty-Eight Weeks Ended
                                                -------------------------------  -------------------------------
                                                    April 11,      April 13,        April 11,       April 13,
                                                       2004           2003             2004            2003
----------------------------------------------------------------------------------------------------------------
<S>                                                    <C>            <C>              <C>            <C>
Revenues:
  Restaurant sales..............................   $  459,709     $  418,272       $ 1,057,421     $   977,703
  Distribution and other sales..................       39,495         24,282            83,165          52,424
  Franchise rents and royalties.................       13,035         10,496            34,252          27,997
  Other.........................................        5,027         10,298            12,348          18,559
                                                   ----------     ----------       -----------     -----------
                                                      517,266        463,348         1,187,186       1,076,683
                                                   ----------     ----------       -----------     -----------
Costs of revenues:
  Restaurant costs of sales.....................      139,397        125,515           327,846         296,743
  Restaurant operating costs....................      238,495        224,264           551,634         518,323
  Costs of distribution and other sales.........       38,848         23,789            81,755          51,281
  Franchised restaurant costs...................        7,243          5,804            16,184          13,244
                                                   ----------     ----------       -----------     -----------
                                                      423,983        379,372           977,419         879,591
                                                   ----------     ----------       -----------     -----------

Selling, general and administrative.............       58,490         51,854           133,902         122,582
                                                   ----------     ----------       -----------     -----------
Earnings from operations........................       34,793         32,122            75,865          74,510

Interest expense................................        4,074          5,802            19,973          14,061
                                                   ----------     ----------       -----------     -----------

Earnings before income taxes....................       30,719         26,320            55,892          60,449

Income taxes....................................       11,114         10,001            20,680          22,970
                                                   ----------     ----------       -----------     -----------

Net earnings....................................   $   19,605     $   16,319       $    35,212     $    37,479
                                                   ==========     ==========       ===========     ===========

Net earnings per share:
  Basic.........................................   $      .54     $      .45       $       .98     $      1.02
  Diluted.......................................   $      .53     $      .44       $       .96     $      1.00

Weighted-average shares outstanding:
  Basic.........................................       36,115         36,399            36,077          36,866
  Diluted.......................................       36,811         36,846            36,694          37,306

</TABLE>









          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>
                                                                                    Twenty-Eight Weeks Ended
                                                                                --------------------------------
                                                                                    April 11,       April 13,
                                                                                       2004            2003
----------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>            <C>
Cash flows from operating activities:
  Net earnings..............................................................       $    35,212     $    37,479
  Non-cash items included in operations:
    Depreciation and amortization...........................................            41,250          37,217
    Amortization of unearned compensation ..................................               303             234
    Deferred finance cost amortization......................................               967           1,595
    Provision for deferred income taxes.....................................             7,600           7,616
    Loss on early retirement of debt........................................             9,180               -
  Gains on the conversion of company-operated restaurants...................            (9,274)        (16,595)
  Changes in assets and liabilities, excluding the effect of the Qdoba
   acquisition:
    Increase in receivables.................................................            (4,550)         (5,100)
    Increase in inventories.................................................            (1,355)         (1,904)
    Decrease (increase) in prepaid expenses and other current assets........              (468)          6,069
    Increase (decrease) in accounts payable.................................             5,772         (18,617)
    Increase in other liabilities...........................................            47,343          19,687
                                                                                   -----------     -----------
    Cash flows provided by operating activities.............................           131,980          67,681
                                                                                   -----------     -----------
Cash flows from investing activities:
  Additions to property and equipment.......................................           (61,294)        (49,223)
  Purchase of Qdoba, net of $2,856 cash acquired............................                 -         (42,606)
  Dispositions of property and equipment....................................             3,264          18,543
  Proceeds from the conversion of company-operated restaurants..............             8,491           2,228
  Increase in assets held for sale and leaseback............................           (81,262)         (9,065)
  Collections on notes receivable...........................................            13,208          12,251
  Pension contributions.....................................................           (17,000)         (4,400)
  Other.....................................................................            (5,848)         (2,643)
                                                                                   -----------     -----------
    Cash flows used in investing activities.................................          (140,441)        (74,915)
                                                                                   -----------     -----------
Cash flows from financing activities:
  Borrowings under revolving bank loans.....................................            45,000         479,500
  Principal repayments under revolving bank loans...........................           (40,000)       (506,500)
  Proceeds from term loans..................................................           275,000         150,000
  Principal payments on long-term debt, including current maturities........          (278,296)        (55,521)
  Debt issuance and debt repayment costs....................................            (6,878)         (7,586)
  Repurchase of common stock................................................                 -         (50,157)
  Proceeds from issuance of common stock....................................             2,389             120
                                                                                   -----------     -----------
    Cash flows provided by (used in) financing activities...................            (2,785)          9,856
                                                                                   -----------     -----------
Net increase (decrease) in cash and cash equivalents........................       $   (11,246)    $     2,622
                                                                                   ===========     ===========
</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. Our first quarter includes
     16 weeks and each remaining  quarter includes 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.
     Under this method,  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>
                                                       Twelve Weeks Ended         Twenty-Eight Weeks Ended
                                                   -------------------------     --------------------------
                                                    April 11,    April 13,        April 11,     April 13,
                                                      2004         2003             2004          2003
    -------------------------------------------------------------------------------------------------------
     <S>                                              <C>            <C>              <C>            <C>
    Net earnings, as reported...................    $  19,605    $  16,319        $  35,212     $  37,479
    Deduct:
      Total stock-based employee compensation
      expense determined under fair value based
      method for all awards, net of taxes.......        1,427        1,264            3,144         2,918
                                                    ---------    ---------        ---------     ---------
     Pro forma net earnings.....................    $  18,178    $  15,055        $  32,068     $  34,561
                                                    ---------    ---------        ---------     ---------
     Net earnings per share:
      Basic-as reported.........................    $     .54    $     .45        $     .98     $    1.02
      Basic-pro forma...........................    $     .50    $     .41        $     .89     $     .94

      Diluted-as reported.......................    $     .53    $     .44        $     .96     $    1.00
      Diluted-pro forma.........................    $     .49    $     .41        $     .87     $     .93
</TABLE>

3.   ACCOUNTING CHANGES

     In December 2003, the Financial  Accounting Standards Board ("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.  In the
     second quarter, we adopted the interim period disclosure requirements which
     are included in Note 7, Net Periodic Benefit Costs.  The annual  disclosure
     requirements will be effective for fiscal year 2004.


                                       6
<PAGE>


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


4.   CURRENT ASSETS

     In the second quarter of fiscal year 2004, we exercised our purchase option
     under certain lease  agreements  and acquired 80 restaurant  properties for
     approximately  $85,000.  We intend to resell and leaseback these properties
     over the  balance of the fiscal  year and  achieve  more  favorable  rental
     rates, and as such, they have been classified as current assets.

5.   INTANGIBLE ASSETS

     Intangible  assets consist of the following at April 11, 2004 and September
     28, 2003:

                                                       2004           2003
     ---------------------------------------------------------------------------
       Amortized intangible assets:
         Gross carrying amount..................   $   60,785     $   61,069
         Less: accumulated amortization.........       40,950         40,229
                                                   ----------     ----------
         Net carrying amount....................   $   19,835     $   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 $441
     and $477 in the  quarter  and $1,054 and  $1,116  year-to-date  in 2004 and
     2003, respectively. The estimated amortization expense for each fiscal year
     through 2008 ranges from approximately $1,400 to $1,800.

6.   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.  The
     Company and certain of its subsidiaries  granted liens in substantially all
     personal  property  assets to secure our respective  obligations  under the
     credit facility.  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 April 11, 2004, we had borrowings of
     $5,000  under  our  revolving   credit   facility  and  letters  of  credit
     outstanding of approximately $33,372.

     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 April 11, 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 charge to
     interest expense of approximately $9,200.


                                       7
<PAGE>

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


7.   NET PERIODIC BENEFIT COST

     We have  non-contributory  defined  benefit  pension plans  covering  those
     employees meeting certain eligibility  requirements.  The components of net
     defined benefit pension costs for each period is presented below:

<TABLE>
<CAPTION>
                                                      Twelve Weeks Ended            Twenty-Eight Weeks Ended
                                                   -------------------------       ---------------------------
                                                    April 11,      April 13,         April 11,     April 13,
                                                      2004           2003              2004          2003
     ---------------------------------------------------------------------------------------------------------
     <S>                                                <C>            <C>              <C>            <C>
     Service cost...............................    $  1,857      $  1,387          $  4,333      $  3,236
     Interest cost..............................       2,417         2,105             5,639         4,912
     Expected return on plan assets.............      (1,626)       (1,528)           (3,795)       (3,566)
     Recognized actuarial loss..................       1,279           562             2,984         1,311
     Net amortization...........................         339           181               792           423
                                                    --------      --------          --------      --------
     Net periodic pension cost..................    $  4,266      $  2,707          $  9,953      $  6,316
                                                    ========      ========          ========      ========

     We sponsor a health care plan that provides postretirement medical benefits
     for  employees who meet minimum age and service  requirements.  The plan is
     contributory,  with retiree contributions  adjusted annually,  and contains
     other  cost-sharing  features  such as  deductibles  and  coinsurance.  The
     components of net periodic  postretirement  benefit cost for each period is
     presented below:

                                                      Twelve Weeks Ended            Twenty-Eight Weeks Ended
                                                   -------------------------       ---------------------------
                                                    April 11,      April 13,         April 11,     April 13,
                                                      2004           2003              2004          2003
     ---------------------------------------------------------------------------------------------------------
     Service cost...............................    $     60      $     77          $    139      $    173
     Interest cost..............................         190           158               444           356
     Net amortization...........................        (116)         (219)             (272)         (492)
                                                    --------      --------          --------      --------
     Net periodic postretirement benefit cost...    $    134      $     16          $    311      $     37
                                                    ========      ========          ========      ========
</TABLE>

8.   INCOME TAXES

     The income tax provisions  reflect the projected  annual tax rates for 2004
     and 2003 of 37.0% and 38.0%,  respectively.  During the quarter, we reduced
     our  projected  annual  tax rate for 2004 to 37% from 38%,  primarily  as a
     result of the company's ongoing tax-planning  initiatives.  The fiscal 2003
     income tax provision was adjusted to the effective  annual rate of 36.2% of
     pretax earnings, resulting 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.



                                       8
<PAGE>

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

9.   AVERAGE SHARES OUTSTANDING

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

<TABLE>
<CAPTION>
                                                      Twelve Weeks Ended            Twenty-Eight Weeks Ended
                                                   -------------------------       ---------------------------
                                                    April 11,      April 13,         April 11,     April 13,
                                                      2004           2003              2004          2003
    ----------------------------------------------------------------------------------------------------------
    <S>                                                 <C>          <C>              <C>            <C>
    Shares outstanding, beginning of fiscal year...   36,034        38,558            36,034        38,558
    Effect of common stock issued..................       81            11                43             7
    Effect of common stock reacquired..............        -        (2,170)                -        (1,699)
                                                     -------       -------           -------       -------
    Weighted-average shares outstanding - basic....   36,115        36,399            36,077        36,866
    Assumed additional shares issued upon
     exercise of stock options, net of shares
     reacquired at the average market price........      621           229               440           267
    Effect of restricted stock issued..............       75           218               177           173
                                                     -------       -------           -------       -------
    Weighted-average shares outstanding - diluted..   36,811        36,846            36,694        37,306
                                                     =======       =======           =======       =======

    Stock options excluded (1).....................    2,010         4,044             2,020         3,603
                                                     =======       =======           =======       =======
</TABLE>

     (1)  Excluded  from diluted  weighted-average  shares  outstanding  because
          their  exercise  prices  exceeded  the average  market price of common
          stock for the period.

10.  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.

11.  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.


                                       9
<PAGE>

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

11.  SEGMENT REPORTING (continued)

     Summarized financial information concerning our reportable segment is shown
     in the following table:
<TABLE>
<CAPTION>
                                                       Twelve Weeks Ended            Twenty-Eight Weeks Ended
                                                   ----------------------------  -------------------------------
                                                    April 11,      April 13,        April 11,       April 13,
                                                       2004           2003             2004            2003
     -----------------------------------------------------------------------------------------------------------
     <S>                                                <C>            <C>              <C>            <C>
     Revenues...................................   $  509,082     $  457,258       $ 1,169,321     $ 1,070,593
     Earnings from operations...................       34,871         31,895            76,281          74,283

     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:

                                                       Twelve Weeks Ended            Twenty-Eight Weeks Ended
                                                   ----------------------------  -------------------------------
                                                    April 11,      April 13,        April 11,       April 13,
                                                       2004           2003             2004            2003
     -----------------------------------------------------------------------------------------------------------

     Revenues...................................   $  509,082     $  457,258       $ 1,169,321     $ 1,070,593
     Other......................................        8,184          6,090            17,865           6,090
                                                   ----------     ----------       -----------     -----------
     Consolidated revenues......................   $  517,266     $  463,348       $ 1,187,186     $ 1,076,683
                                                   ==========     ==========       ===========     ===========

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


                                                       Twelve Weeks Ended            Twenty-Eight Weeks Ended
                                                   ----------------------------  -------------------------------
                                                    April 11,      April 13,        April 11,       April 13,
                                                       2004           2003             2004            2003
     -----------------------------------------------------------------------------------------------------------

     Earnings from operations...................   $   34,871     $   31,895       $    76,281     $    74,283
     Other......................................          (78)           227              (416)            227
                                                   ----------     ----------       -----------     -----------
     Consolidated earnings from operations......   $   34,793     $   32,122       $    75,865     $    74,510
                                                   ==========     ==========       ===========     ===========
</TABLE>

12.  SUPPLEMENTAL CASH FLOW INFORMATION

     The  consolidated  statements of cash flows exclude the following  non-cash
     transactions:  (i) equipment  capital lease  commitments of $7,908 in 2004;
     (ii) non-cash proceeds from the Company's short-term financing of a portion
     of  the  sale  of   company-operated   restaurants  to  certain   qualified
     franchisees of $5,264 and $17,035 in 2004 and 2003, respectively,  included
     in  accounts  receivable;  and (iii) the use of sinking  fund  payments  to
     retire financing lease obligations during 2003.



                                       10
<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
12-week  ("quarter") and 28-week  ("year-to-date")  periods ended April 11, 2004
and April 13, 2003, respectively, unless otherwise indicated.

     The Company acquired Qdoba Restaurant Corporation  ("Qdoba"),  operator and
franchiser of Qdoba  Mexican  Grill(R),  on January 21, 2003.  As such,  Qdoba's
results of  operations  are not  reflected in the  consolidated  results 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   restaurants  and  Qdoba  Mexican  Grill  ("Qdoba")
fast-casual  restaurants.  As of April  11,  2004,  the  JACK IN THE BOX  system
included 1,973 restaurants,  of which 1,552 were  company-operated  and 421 were
franchise-operated.  JACK IN THE BOX  restaurants  are located  primarily in the
western and southern  United  States.  As of April 11, 2004,  the Qdoba  Mexican
Grill system included 138 restaurants.

     The  Company's  primary  source  of  revenue  is from  the sale of food and
beverages at 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,  franchise
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 higher levels of
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 trends for
healthier eating.

     To  address  these   challenges  and  others,   and  support  our  goal  of
transitioning to a national restaurant  company,  management has developed a two
part strategic plan centered around brand  reinvention and multifaceted  growth.
Brand  reinvention  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 fuel and  convenience  store concept and  continuing to
grow Qdoba. We believe that brand  reinvention  will  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 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 and  year-to-date,
          which are  expected to continue.  We project  sales at JACK IN THE BOX
          restaurants  open more than one fiscal  year  ("same-store  sales") to
          increase  3.0% to 3.5% in the third  quarter  and grow 4.0% to 4.5% in
          fiscal year 2004.
     o    Increase in Restaurant  Costs of Sales. In 2004,  restaurant  costs of
          sales  have  been  unfavorably  impacted  by higher  commodity  costs,
          primarily  beef. Beef costs were  approximately  6% higher than a year
          ago in the quarter and 13% year-to-date,  but are expected to moderate
          during the remainder of the year.
     o    Refinancing Transaction.  In the first quarter of fiscal year 2004, 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 $9.2  million  charge to  interest  expense  for the early
          retirement  of debt.  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 life of our new term loan.
     o    Purchase  Option.  In the  second  quarter  of fiscal  year  2004,  we
          exercised  our purchase  option under  certain  lease  agreements  and
          acquired 80 restaurant  properties for approximately  $85 million.  We
          intend to resell and leaseback  these  properties  over the balance of
          the fiscal year and achieve more favorable rental rates.

                                       11
<PAGE>
     o    Brand  Reinvention   Progress.  We  converted  two  JACK  IN  THE  BOX
          restaurants  in San Diego  that will  serve as  learning  labs for our
          brand reinvention initiative. These fast-casual restaurants feature an
          upgraded  menu,  a total  redesign to the interior and exterior of the
          restaurant  facility,  a higher level of guest service and a new brand
          name,  JBX(TM).  The results of these two concept  restaurants will be
          evaluated,  and we plan to expand the test to selected  restaurants in
          two additional markets,  Bakersfield,  California and Boise, Idaho, by
          calendar year-end. We are also planning to expand the test to a fourth
          market in fiscal year 2005.  As we have stated  previously,  following
          our testing period,  any expansion of brand reinvention is anticipated
          to take four to five years,  and will occur only after  evaluation  of
          our market testing.
     o    Innovation  Center.  We have also  opened our new  Innovation  Center,
          which unites research and development with product marketing and other
          key support  functions.  The  Innovation  Center will help us research
          evolving  consumer  preferences,  develop new  products and design new
          restaurant processes and equipment.
     o    Annual  Income Tax Rate.  In the  quarter,  we reduced  our  estimated
          annual tax rate to 37% from 38%,  primarily as a result of our ongoing
          tax-planning initiatives.

     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.

<TABLE>
<CAPTION>
                           STATEMENTS OF EARNINGS DATA

                                                    Twelve Weeks Ended     Twenty-Eight Weeks Ended
                                                   --------------------    ------------------------
                                                   April 11,  April 13,      April 11,  April 13,
                                                     2004       2003           2004       2003
   ------------------------------------------------------------------------------------------------
   <S>                                                <C>       <C>           <C>         <C>
   Revenues:
     Restaurant sales...........................      88.9%     90.3%          89.1%      90.8%
     Distribution and other sales...............       7.6       5.2            7.0        4.9
     Franchise rents and royalties..............       2.5       2.3            2.9        2.6
     Other......................................       1.0       2.2            1.0        1.7
                                                     -----     -----          -----      -----
       Total revenues...........................     100.0%    100.0%         100.0%     100.0%
                                                     =====     =====          =====      =====
   Costs of revenues:
     Restaurant costs of sales (1)..............      30.3%     30.0%          31.0%      30.4%
     Restaurant operating costs (1).............      51.9      53.6           52.2       53.0
     Costs of distribution and other sales (1)..      98.4      98.0           98.3       97.8
     Franchise restaurant costs (1).............      55.6      55.3           47.2       43.7
       Total costs of revenues..................      82.0      81.9           82.3       81.7
   Selling, general and administrative..........      11.3      11.2           11.3       11.4
       Earnings from operations.................       6.7       6.9            6.4        6.9
</TABLE>


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

     The following  table  summarizes  the number of restaurants as of April 11,
2004 and April 13, 2003:

                                SYSTEMWIDE UNITS

                                                        2004          2003
   ----------------------------------------------------------------------------
   JACK IN THE BOX:
     Company-operated...........................       1,552         1,527
     Franchised.................................         421           370
                                                      ------        ------
     Total system...............................       1,973         1,897
                                                      ======        ======

   Consolidated:
     Company-operated...........................       1,594         1,556
     Franchised.................................         517           433
                                                      ------        ------
     Total system...............................       2,111         1,989
                                                      ======        ======




                                       12
<PAGE>

Revenues

     Restaurant sales were $459.7 million and $1,057.4 million, respectively, in
2004  compared  with  $418.3  million  and $977.7  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.  Same-store sales at JACK IN THE BOX restaurants increased 8.2%
and  5.2%,  respectively,  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 our new PannidoTM line of gourmet sandwiches,
our reduced  reliance on discounted  products and improved  economic  conditions
compared  with a year  ago.  The  number  of JACK  IN THE  BOX  company-operated
restaurants increased 1.6% to 1,552 in 2004 from 1,527 a year ago.

     Distribution and other sales,  representing  distribution  sales to JACK IN
THE BOX and Qdoba  franchisees  as well as QUICK Stuff  sales,  increased  $15.2
million and $30.7 million,  respectively,  to $39.5 million and $83.2 million in
2004 compared with 2003. QUICK Stuff fuel and convenience  store sales increased
primarily due to an increase in the number of QUICK STUFF locations to 21 at the
end of the  quarter  from 12 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.

     Franchise  rents and  royalties  increased  $2.5 million and $6.3  million,
respectively,  to $13.0  million and $34.3  million in 2004  compared with 2003,
primarily  reflecting  an increase  in the number of JACK IN THE BOX  franchised
restaurants  to 421 at the end of the quarter  from 370 a year ago as well as an
increase in  same-store  sales at  franchised  restaurants.  As a percentage  of
franchise restaurant sales,  franchise rents and royalties increased slightly to
9.5% in the quarter from 9.3% a year ago,  primarily  due to higher  contractual
rents and royalties  provided by the 51 additional  JACK IN THE BOX  restaurants
sold to franchisees  since a year ago.  Year-to-date,  the percentage  decreased
slightly to 11.0% in 2004 from 11.3% 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  sale of
company-operated restaurants to franchisees, as well as minor levels of interest
income from notes  receivable and  investments.  Other  revenues  decreased $5.3
million and $6.2  million,  respectively,  to $5.0 million and $12.3  million in
2004 compared  with 2003.  This decrease is primarily due to lower average gains
recognized  in 2004  compared  with 2003,  reflecting  differences  in the sales
volume  and cash  flows  of the  restaurants  sold in 2004 and more  challenging
financial  market  conditions.  In the quarter,  we converted seven  restaurants
compared with five a year ago. Year-to-date,  we converted 26 restaurants versus
14 in 2003.  Franchise gains related to these  conversions were $4.2 million and
$9.3 million,  respectively, in 2004 and $9.3 million and $16.6 million in 2003.
In the third quarter,  we expect to generate  approximately  $6 million in other
revenues primarily from the sale of approximately 12 restaurants to franchisees,
and for the full year  other  revenues  are  expected  to be  approximately  $24
million,  primarily from the conversion of approximately 50 restaurants compared
with approximately $31 million primarily from 35 conversions last year.

Costs and Expenses

     Restaurant  costs  of  sales,  which  include  food  and  packaging  costs,
increased  to $139.4  million  and $327.8  million,  respectively,  in 2004 from
$125.5 million $296.7 million in 2003,  primarily due to sales growth and higher
ingredient costs. As a percentage of restaurant sales,  costs of sales increased
to 30.3% and 31.0%,  respectively,  in 2004 from 30.0% and 30.4% in 2003, due to
higher ingredient costs,  primarily beef, which was approximately 6% higher than
a year ago in the quarter and 13% higher year-to-date.

     Restaurant  operating  costs  grew with the  addition  of  company-operated
restaurants to $238.5  million and $551.6  million,  respectively,  in 2004 from
$224.3 million and $518.3 million in 2003. As a percentage of restaurant  sales,
operating  costs improved to 51.9% and 52.2%,  respectively,  in 2004 from 53.6%
and  53.0% in 2003.  The  percentage  improvement  in 2004 is  primarily  due to
increased  leverage  on labor and fixed costs  provided by higher  sales in 2004
compared with a year ago, partially offset by increases in insurance costs.

     Costs of distribution  and other sales increased to $38.8 million and $81.8
million,  respectively,  in 2004 from $23.8  million and $51.3  million in 2003,
primarily  reflecting  an increase  in the related  sales.  As a  percentage  of
distribution  and other sales,  these costs increased to 98.4% and 98.3% in 2004
from  98.0%  and  97.8%  a  year  ago,  primarily  due  to  slight  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.

                                       13
<PAGE>

     Franchise   restaurant  costs,  which  consist  principally  of  rents  and
depreciation on properties leased to franchisees and other miscellaneous  costs,
increased to $7.2  million and $16.2  million,  respectively,  in 2004 from $5.8
million  and $13.2  million in 2003,  primarily  reflecting  an  increase in the
number of franchised restaurants.

     Selling,  general and  administrative  expenses ("SG&A") increased to $58.5
million and $133.9 million,  respectively, in 2004 from $51.8 million and $122.6
million in 2003. As a percentage of revenues,  SG&A expenses  increased to 11.3%
in the quarter  compared  with 11.2% in 2003 and improved to 11.3%  year-to-date
from 11.4% a year ago. Cost increases for pension  benefits,  brand  reinvention
market tests, Innovation Center relocation and incentive accruals were offset by
leverage from higher revenues and continued cost reduction  initiatives from our
Profit  Improvement  Program.  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 $4.1 million and $20.0 million,  respectively, in 2004
compared with $5.8 million and $14.1  million in 2003.  The decrease in interest
rates  in  the  quarter  relates  primarily  to  lower  average  interest  rates
associated with the Company's recent refinancing.  The year-to-date  increase in
interest expense primarily relates to the refinancing of the Company's term loan
and the early redemption of the senior  subordinated  notes, which resulted in a
$9.2  million  charge for the  payment of a call  premium and the  write-off  of
deferred financing fees.

     The income tax provisions  reflect the projected  annual tax rates for 2004
and 2003 of 37.0% and 38.0%,  respectively.  During the quarter,  we reduced our
projected annual tax rate for 2004 to 37% from 38%, primarily as a result of the
company's ongoing tax-planning initiatives. The fiscal 2003 income tax provision
was adjusted to the effective annual rate of 36.2% of pretax earnings  resulting
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.

Net Earnings

     Net earnings were $19.6 million in the quarter,  or $.53 per diluted share,
in 2004  compared  to  $16.3  million,  or $.44  per  diluted  share,  in  2003.
Year-to-date net earnings were $35.2 million, or $.96 per diluted share, in 2004
compared  to $37.5  million,  or $1.00  per  diluted  share,  in 2003.  In 2004,
year-to-date  net earnings  includes a loss on early retirement of debt recorded
in the first quarter,  which was $5.7 million,  net of income taxes, or $.15 per
diluted share.

Liquidity and Capital Resources

     General.  Cash and cash equivalents decreased to $11.1 million at April 11,
2004  from  $22.4  million  at the  beginning  of  the  fiscal  year,  primarily
reflecting  the use of cash to  acquire  80  leased  JACK IN THE BOX  restaurant
properties during the second quarter. 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 new credit facility.

     Financial Condition. Our working capital deficit was $51.3 million at April
11, 2004 compared with $89.1 million at September 28, 2003,  reflecting an $84.7
million  increase in assets held for sale and leaseback from the  acquisition of
80 leased restaurant properties. The Company plans to resell and leaseback these
properties  over the  balance  of the  fiscal  year,  and as such they have been
classified as current assets. 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 .8 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 life of our new term loan.
Furthermore,  the new term loan provides for a more favorable repayment schedule
set at 1% per year for the first 6 years of the 7-year term.

                                       14
<PAGE>

     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
April 11, 2004, we had  borrowings  of $5.0 million  under our revolving  credit
facility and had letters of credit outstanding of $33.4 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 April 11, 2004, we were in compliance with all the debt covenants.

     Total debt  outstanding  increased to $312.8 million at April 11, 2004 from
$303.1 million at the beginning of the fiscal year, primarily 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 26 restaurants
in 2004 compared with 14 a year ago. Year-to-date,  proceeds from the conversion
of company-operated  restaurants and collections on notes receivable,  primarily
related to conversions,  were $21.7 million and $14.5 million,  respectively, in
2004 and 2003.

     In the third quarter, we expect to convert  approximately 12 restaurants to
franchises and generate  approximately $6 million in other revenues, and for the
full year other revenues are expected to be approximately $24 million, primarily
from the conversion of approximately 50 restaurants.

     Other  Transactions.  During the second  quarter  of fiscal  year 2004,  we
exercised our purchase  option under certain lease  agreements  and purchased 80
JACK IN THE BOX  restaurant  properties  for  approximately  $85 million.  These
assets are  included in assets held for sale and  leaseback at April 11, 2004 as
we plan to resell and leaseback these  properties over the balance of the fiscal
year at more favorable rental rates.

     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.


                                       15
<PAGE>

     Contractual Obligations and Commitments.  The following is a summary of the
Company's  contractual  obligations  and commercial  commitments as of April 11,
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    $    2,750    $    5,500    $    5,500    $  261,250
       Revolving credit facility................        5,000             -             -         5,000             -
       Capital lease obligations................       29,937         4,345         8,770         7,776         9,046
       Other long-term debt obligations.........        2,851         1,765           744           342             -
       Operating lease obligations .............    1,494,720       154,811       280,431       237,860       821,618
       Guarantee (1)............................        1,094           198           321           317           258
                                                   ----------    ----------    ----------    ----------    ----------
        Total contractual obligations...........   $1,808,602    $  163,869    $  295,766    $  256,795    $1,092,172
                                                   ==========    ==========    ==========    ==========    ==========
     Other Commercial Commitments:
       Stand-by letters of credit (2)...........   $   33,372    $   33,372    $        -    $        -    $        -
                                                   ==========    ==========    ==========    ==========    ==========
</TABLE>

     (1)  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.

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

     Capital Expenditures.  Year-to-date capital expenditures, including capital
lease  obligations,  were  $69.2  million  and $49.2  million  in 2004 and 2003,
respectively.   Capital  spending  for  additions  to  property  and  equipment,
increased to $61.3 million in 2004 from $49.2 million in 2003,  primarily due to
a recent decision to finance the new Innovation  Center  utilizing the Company's
credit facility instead of through a sale and leaseback  transaction.  Increases
in JACK IN THE BOX  restaurant  improvements  and  Qdoba  capital  expenditures,
primarily related to new company-operated  restaurants,  also contributed to the
overall increase,  but to a lesser extent. These increases were partially offset
by a decrease in expenditures for new JACK IN THE BOX restaurants,  reflecting a
reduction in the number of new restaurant  openings to 26 in 2004 from 42 a year
ago.  Year-to-date,  we also incurred capital lease  obligations of $7.9 million
for certain restaurant equipment.

     In the third  quarter of fiscal year 2004 and for the full year,  we expect
capital  expenditures and lease  commitments to be approximately $35 million and
$155 million,  respectively. Our capital projections include spending related to
approximately  13 and 65 new JACK IN THE BOX  restaurants,  respectively,  brand
reinvention  initiatives and additional  capital lease  commitments for certain
restaurant equipment.

     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 cash position and
the upward trend in the equity  markets,  we  contributed  $17.0  million to our
pension plans in December 2003 compared with $4.4 million a year ago.

     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.


                                       16
<PAGE>
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 substantial  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 net  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 quarter,  we recorded an immaterial  impairment  charge
related to one restaurant we intend to close upon the expiration of its lease at
the end of the calendar  year.  During  2004,  we noted no other  indicators  of
impairment of our long-lived assets.

     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.

                                       17
<PAGE>

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  Management's  Discussion and
Analysis of Financial Condition and Results of Operations.  Statements regarding
our  expectations  about the impact of our refinancing and our borrowing  costs,
our effective  tax rate,  expectations  regarding any liability  that may result
from claims and actions filed against us, our contingent  obligations and future
charges  related  to the  Chi-Chi's  bankruptcy,  estimated  and  future  costs,
expenses,  same-store sales and other revenues,  our brand reinvention  strategy
and testing plans, our growth strategy, the impact of our Innovation Center, our
anticipated capital expenditures relating to new restaurants,  brand reinvention
and  refurbishment of existing  facilities,  our future  financial  performance,
sources of liquidity,  including the sale and leaseback of restaurant properties
and conversion of company-operated  restaurants to franchised restaurants,  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  quick-service  restaurant  segment  itself faces  competitive
pressures from the emerging "fast-casual" chains. 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,  including its brand
reinvention  strategy,  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,   advertising  and
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,  widespread  negative  publicity,
perceptions  about the  health and safety of food  products  and severe  weather
conditions.  With  approximately 70% of its restaurants in California and Texas,
JACK IN THE BOX restaurant  sales can be  significantly  affected by demographic
changes,   adverse  weather,   economic  and  political   conditions  and  other
significant  events in those states.  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.  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  general  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 failure of the market for our franchisees to develop
as expected, sales trends at franchised restaurants and the financing market and
economic  conditions.  The  Company  has  provided  a  portion  of the  purchase
financing for certain  franchisees  that have acquired  franchises  for existing
restaurants from the Company.  There can be no assurance that all such borrowers
will make timely payments or ultimately perform on the terms  contemplated.  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. The success of our
brand reinvention  initiatives at franchised sites will depend upon franchisees'
willingness  to participate  in our strategy and the  availability  of financing
resources at satisfactory rates and terms. Our results of operations can also be
adversely  affected  by changes in  commodity  prices or  supply,  higher  costs
associated  with new  technologies,  increasing  occupancy and insurance  costs,
including workers compensation insurance, interest rates, inflation,  recession,
the effects of war and  terrorist  activities  and other  factors over which the
Company has no control,  including the possibility of increased  pension expense
and  contributions  resulting  from declines in discount  rates and stock market
returns.  Because a large majority of its restaurants are company-operated,  the
Company's  earnings  are  more  sensitive  to  increasing  costs  than  majority
franchised  chains.  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.

                                       18
<PAGE>

     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  described 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 April 11,
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 April 11,  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.  We had no open commodity  futures and option  contracts at
April 11, 2004.

     At April 11, 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
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 April 11, 2004 that has materially
affected,  or is reasonably  likely to materially  affect,  our internal control
over financial reporting.


                                       19
<PAGE>

PART II. OTHER INFORMATION

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


ITEM 1. 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.

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

     Information on matters  submitted to a vote of  stockholders  at our annual
meeting held on February 13, 2004 can be found in our  Quarterly  Report on Form
10-Q for the quarter ended January 18, 2004 previously filed with the SEC.


                                       20
<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 (16)
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 (16)
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(14)
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(15)
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.


                                       21
<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 April 13, 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
     Quarterly Report on Form 10-Q for the quarter ended July 6, 2003.

(15) 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.

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



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

     We filed the following reports on Form 8-K with the Securities and Exchange
Commission during the second quarter ended April 11, 2004: On February 18, 2004,
we filed a report on Form 8-K  containing  an  earnings  release  that  reported
results of operations for the first quarter ended January 18, 2004.


                                       22
<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:  May 20, 2004

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>2
<FILENAME>exhibit31.txt
<DESCRIPTION>EXHIBIT 31.1 CEO CERTIFICATION
<TEXT>
                                                                    Exhibit 31.1

                                  CERTIFICATION

I, Robert J. Nugent, certify that:

     1.   I have reviewed this quarterly  report on Form 10-Q of Jack in the Box
          Inc.;

     2.   Based on my  knowledge,  this  report  does  not  contain  any  untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this report,  fairly  present in all material
          respects the financial condition, results of operations and cash flows
          of the  registrant  as of,  and for,  the  periods  presented  in this
          report;

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for the
          registrant and have:

          a.   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including  its  consolidated  subsidiaries,  is made
               known to us by others within those entities,  particularly during
               the period in which this report is being prepared;

          b.   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls  and   procedures  and  presented  in  this  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluation; and

          c.   Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's  most  recent  fiscal  quarter  that has  materially
               affected,  or is  reasonably  likely to  materially  affect,  the
               registrant's internal control over financial reporting; and

     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation  of  internal  control  over  financial
          reporting, to the registrant's auditors and the audit committee of the
          registrant's  board of directors (or persons performing the equivalent
          function):

          a.   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; and

          b.   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.


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

                                                   Date: May 20, 2004


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>3
<FILENAME>exhibit312.txt
<DESCRIPTION>EXHIBIT 31.2 CFO CERTIFICATION
<TEXT>
                                                                    Exhibit 31.2

                                  CERTIFICATION

I, John F. Hoffner, certify that:

     1.   I have reviewed this quarterly  report on Form 10-Q of Jack in the Box
          Inc.;

     2.   Based on my  knowledge,  this  report  does  not  contain  any  untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this report,  fairly  present in all material
          respects the financial condition, results of operations and cash flows
          of the  registrant  as of,  and for,  the  periods  presented  in this
          report;

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined  in  Exchange  Act  Rules  13a-15(e)  and  15d-15(e))  for the
          registrant and have:

          a.   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including  its  consolidated  subsidiaries,  is made
               known to us by others within those entities,  particularly during
               the period in which this report is being prepared;

          b.   Evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls  and   procedures  and  presented  in  this  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluation; and

          c.   Disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's  most  recent  fiscal  quarter  that has  materially
               affected,  or is  reasonably  likely to  materially  affect,  the
               registrant's internal control over financial reporting; and

     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation  of  internal  control  over  financial
          reporting, to the registrant's auditors and the audit committee of the
          registrant's  board of directors (or persons performing the equivalent
          function):

          a.   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; and

          b.   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.


                                            By:    /S/JOHN F. HOFFNER
                                                   ----------------------------
                                                   John F. Hoffner
                                                   Executive Vice President and
                                                   Chief Financial Officer

                                                   Date: May 20, 2004



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>4
<FILENAME>exhibit32.txt
<DESCRIPTION>EXHIBIT 32.1 CEO CERTIFICATION
<TEXT>

                                                                    Exhibit 32.1

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER


          I, Robert J. Nugent,  Chief Executive  Officer of JACK IN THE BOX INC.
     (the "Registrant"), do hereby certify in accordance with 18 U.S.C. 1350, as
     adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002, that,
     based on my knowledge:

          (1)  the  Quarterly  Report on Form 10-Q of the  Registrant,  to which
               this  certification  is  attached as an exhibit  (the  "Report"),
               fully  complies  with the  requirements  of Section  13(a) of the
               Securities Exchange Act of 1934 (15 U.S.C. 78m); and

          (2)  the information  contained in the Report fairly presents,  in all
               material  respects,   the  financial  condition  and  results  of
               operations of the Registrant.



     Dated:  May 20, 2004                           /S/ROBERT J. NUGENT
                                                    ------------------------
                                                    Robert J. Nugent
                                                    Chief Executive Officer



     A signed  original of this  written  statement  required by Section 906, or
     other document  authenticating,  acknowledging,  or otherwise  adopting the
     signature that appears in typed form within the electronic  version of this
     written statement required by Section 906, has been provided to Jack in the
     Box Inc. and will be retained by Jack in the Box Inc. and  furnished to the
     Securities and Exchange Commission or its staff upon request.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>5
<FILENAME>exhibit322.txt
<DESCRIPTION>EXHIBIT 32.2 CFO CERTIFICATION
<TEXT>
                                                                    Exhibit 32.2


                    CERTIFICATION OF CHIEF FINANCIAL OFFICER


          I, John F. Hoffner,  Chief  Financial  Officer of JACK IN THE BOX INC.
     (the "Registrant"), do hereby certify in accordance with 18 U.S.C. 1350, as
     adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002, that,
     based on my knowledge:

          (1)  the  Quarterly  Report on Form 10-Q of the  Registrant,  to which
               this  certification  is  attached as an exhibit  (the  "Report"),
               fully  complies  with the  requirements  of Section  13(a) of the
               Securities Exchange Act of 1934 (15 U.S.C. 78m); and

          (2)  the information  contained in the Report fairly presents,  in all
               material  respects,   the  financial  condition  and  results  of
               operations of the Registrant.



     Dated:  May 20, 2004                           /S/JOHN F. HOFFNER
                                                    -----------------------
                                                    John F. Hoffner
                                                    Chief Financial Officer



     A signed  original of this  written  statement  required by Section 906, or
     other document  authenticating,  acknowledging,  or otherwise  adopting the
     signature that appears in typed form within the electronic  version of this
     written statement required by Section 906, has been provided to Jack in the
     Box Inc. and will be retained by Jack in the Box Inc. and  furnished to the
     Securities and Exchange Commission or its staff upon request.




</TEXT>
</DOCUMENT>
</SUBMISSION>
