Exhibit 3.05.

Certificate of Amendment of Certificate of Incorporation of the Company, dated
                                 March 4, 1996.


                                                                    EXHIBIT 3.05

                           CERTIFICATE OF AMENDMENT
                                      OF
                         CERTIFICATE OF INCORPORATION

       Sonic Corp. ("Sonic"), a corporation organized and existing under and by
virtue of the General Corporation law of Delaware, hereby certifies as follows:

       1.  At a meeting of the board of directors of Sonic held on November 30,
1995, the directors duly adopted a resolution setting forth a proposed amendment
to the certificate of incorporation of Sonic, declaring the amendment as
advisable, and calling a meeting of the stockholders of Sonic to consider the
approval of the amendment. The resolution setting forth the proposed amendment
appears as follows:

          Whereas, the directors deem it in the best interests of the
     Corporation to increase the authorized common stock of the Corporation to
     40 million shares.

          Resolved, that the directors hereby approve the amendment of the
     Certificate of Incorporation to increase the authorized number of shares of
     common stock available for issuance to 40 million shares.

          Resolved further, that the directors hereby authorize and direct the
     officers of the Corporation, and each of them to submit the following
     resolution at the next annual meeting of the stockholders of the
     Corporation for their consideration:

               Resolved, that the stockholders approve the amendment of the
          first portion of Article Fourth of the Certificate of Incorporation as
          follows:

          From:  "FOURTH: The total number of shares which the Corporation shall
                 have the authority to issue shall be twenty one million
                 (21,000,000) shares, of which twenty million (20,000,000) shall
                 be shares of common stock, par value $.01 per share, and one
                 million (1,000,000) shall be shares of preferred stock, par
                 value $.0l per share...

          To:    "FOURTH: The total number of shares which the Corporation shall
                 have the authority to issue shall be forty one million
                 (41,000,000) shares, of which forty million (40,000,000) shall
                 be shares of common stock, par value $.01 per share, and one
                 million (1,000,000) shall be shares of preferred stock, par
                 value $.0l per share...

          Resolved further, that the directors authorize and direct the officers
     of the Corporation, and each of them, to take all other actions necessary
     and appropriate to effect the foregoing resolutions, including (without
     limitation) the inclusion of


     the foregoing proposal in the proxy statement for the next annual meeting
     of stockholders and, upon the stockholders' approval of the amendment, the
     execution and filing of an appropriate certificate of amendment with the
     Delaware Secretary of State, together with any required filing fees.

          2.    Thereafter, Sonic duly called and held an annual meeting of the
stockholders of Sonic on January 25, 1996, pursuant to written notice in
accordance with Section 222 of the General Corporation Law of Delaware, at which
meeting the number of shares of common stock required by statute voted in favor
of the amendment.

          3.    Sonic duly adopted the amendment in accordance with the
provisions of Section 242 of the General Corporation Law of Delaware.

          In witness whereof, Sonic has caused its president, Clifford Hudson,
to sign this certificate as of this 27 day of February, 1996.

                                             Sonic Corp.


                                             By: /s/ Clifford Hudson
                                                 ---------------------------
                                                 Clifford Hudson, President