SC TO-I/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 2

to
SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

JACK IN THE BOX INC.

(Name of Subject Company (Issuer))

JACK IN THE BOX INC. (Offeror and Issuer)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Common Stock, $.01 par value
(Title of Class of Securities)

466367109
(CUSIP Number of Class of Securities)

LAWRENCE E. SCHAUF, Esq.
Executive Vice President and Secretary
9330 Balboa Avenue
San Diego, California 92123-1516
(Name and address of agent for service)
(858) 571-2121
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)

Copy to:
JAMES J. MOLONEY, Esq.
Gibson, Dunn & Crutcher LLP
4 Park Plaza, Suite 1400
Irvine, California 92614
(949) 451-3800

Calculation of Filing Fee

Transaction Valuation*	Amount of Filing Fee**
$335,500,000	$35,898.50

*	The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the purchase of 5,500,000 shares of common stock, $.01 par value, at the maximum tender offer price of $61.00 per share.
**	$107.00 per million dollars of transaction value, in accordance with Rule 0-11(b) and Fee Rate Advisory No. 5 for fiscal year 2006.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $35,898.50                                                            Filing Party: Jack in the Box Inc.
Form or Registration No.: Schedule TO-I                                                    Date Filed: November 21, 2006

o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which the statement relates:

¨ third party tender offer subject to Rule 14d–1.

þ issuer tender offer subject to Rule 13e–4.

¨ going-private transaction subject to Rule 13e–3.

¨ amendment to Schedule 13D under Rule 13d–2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. þ

SCHEDULE TO

     This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “SEC”) on November 21, 2006 as amended and supplemented by Amendment No. 1 filed with the SEC on November 28, 2006 (the “Schedule TO”), and relates to the offer by Jack in the Box Inc., a Delaware corporation (“Jack in the Box” or the “Company”), to purchase up to 5,500,000 shares, or such lesser number as are properly tendered and not properly withdrawn, of its common stock, $.01 par value per share (the “Common Stock”), at a price not greater than $61.00 nor less than $55.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest. The Company’s offer was made upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 21, 2006 (the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which were previously filed as Exhibits (a)(1)(i) and (a)(1)(ii), to the Schedule TO (which together, as amended or supplemented from time to time, constitute the “Offer”).

     The information contained in the Offer is expressly incorporated herein by reference into this Amendment, except that such information is hereby amended and supplemented to the extent specifically provided herein. This Amendment No. 2 to Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended.

Items 1 through 11

     Items 1 through 11 of the Schedule TO are hereby amended and supplemented as follows:

(1) On December 20, 2006, the Company issued a press release announcing the preliminary results of the Offer, which expired at Midnight, New York City time, on Tuesday, December 19, 2006. A copy of that press release is attached to this Schedule TO as Exhibit (a)(5)(iii) and is incorporated herein by this reference.

(2) On December 21, 2006, the Company issued a press release announcing the final results of the Offer, which expired at Midnight, New York City time, on Tuesday, December 19, 2006. A copy of that press release is attached to this Schedule TO as Exhibit (a)(5)(iv) and is incorporated herein by this reference.

(3) The paragraph beginning with the heading “Incorporation by Reference,” including the table referenced therein, under Section 10, “Certain Information Concerning Us,” on page 26 of the Offer to Purchase is amended and restated in its entirety as follows:

     Incorporation by Reference. The rules of the SEC allow us to “incorporate by reference” information into this document, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. We incorporate by reference each of the following documents:

SEC FILINGS	PERIOD OR DATE FILED
Annual Report on Form 10-K	Year ended October 1, 2006
Quarterly Reports on Form 10-Q	Quarters ended January 22, 2006, April 16, 2006 and July 9, 2006
Current Reports on Form 8-K	October 27, 2005, November 14, 2005, November 15, 2005, November 16, 2005, February 21, 2006, May 17, 2006, July 17, 2006, September 19, 2006, November 13, 2006, November 14, 2006, December 19, 2006 and December 21, 2006

Item 12. Exhibits

     Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:

     (a)(5)(iii) Press Release, dated December 20, 2006.

     (a)(5)(iv) Press Release, dated December 21, 2006 (incorporated by reference from Exhibit 99.1 of Form 8-K filed with the SEC on December 21, 2006).

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 2 to Schedule TO is true, complete and correct.

JACK IN THE BOX INC.
 

/s/ JERRY P. REBEL  

Jerry P. Rebel 

Executive Vice President and Chief Financial Officer 

Date: December 21, 2006

Index to Exhibits

Exhibit Number	Description
(a)(1)(i)	Offer to Purchase, dated November 21, 2006.*
(a)(1)(ii)	Letter of Transmittal (including Substitute Form W-9 and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).*
(a)(1)(iii)	Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.*
(a)(1)(iv)	Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees.*
(a)(5)(i)	Press Release, dated November 21, 2006.*
(a)(5)(ii)	Form of Summary Advertisement, dated November 21, 2006.*
(a)(5)(iii)	Press Release, dated December 20, 2006.
(a)(5)(iv)	Press Release, dated December 21, 2006 (incorporated by reference from Exhibit 99.1 of Form 8-K filed with the SEC on December 21, 2006).
(b)(1)	Credit Facilities Commitment Letter dated November 17, 2006 between Jack in the Box Inc., Wachovia Bank, National Association, Wachovia Capital Markets, LLC and Morgan Stanley Senior Funding, Inc.*

*  Previously filed with this Schedule TO on November 21, 2006.

EX-99.(A)(5)(III)

Exhibit (a)(5)(iii)

December 20, 2006

FOR IMMEDIATE RELEASE:

Contact:	Brian Luscomb, 858/571-2229
	Division Vice President, Corporate Communications
Email:	brian.luscomb@jackinthebox.com
Web site:	www.jackinthebox.com

Jack in the Box Inc. Announces Preliminary Results of its
Modified “Dutch Auction” Tender Offer

     SAN DIEGO — Jack in the Box Inc. (NYSE: JBX) today announced the preliminary results of its modified “Dutch Auction” tender offer, which expired at 12:00 midnight, EST, on December 19, 2006.

     In accordance with the terms and conditions of the tender offer, and based on the preliminary count by Mellon Investor Services LLC, the depositary for the tender offer, Jack in the Box expects to accept for purchase approximately 2,336,023 shares of its common stock at a purchase price of $61.00 per share, for a total cost of approximately $142.5 million.

     Based on a preliminary count by the depositary, approximately 2,336,023 shares of common stock were tendered and not withdrawn at prices at or below the purchase price.

     Stockholders who tendered shares in the tender offer at or below the purchase price will have all of their tendered common shares purchased, subject to certain limited exceptions.

     The number of shares to be purchased and the purchase price per share are preliminary. Final results for the tender offer will be determined subject to confirmation by the depositary of the proper delivery of the shares validly tendered and not withdrawn. The actual number of shares to be purchased and the final purchase price per share will be announced following the completion of the confirmation process. Payment for the shares accepted for purchase will occur promptly thereafter.

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Jack in the Box Inc.
Page 2

     The number of shares that the company expects to purchase in the tender offer represents approximately 6.5 percent of its currently outstanding common stock. In the tender offer, the company offered to purchase up to approximately 5,500,000 shares of its common stock at a price not less than $55.00 nor greater than $61.00 per share, for a maximum aggregate repurchase price of up to $335.5 million.

     The joint dealer managers for the tender offer are Wachovia Securities and Morgan Stanley; the information agent is D.F. King & Co., Inc.; and the depositary is Mellon Investor Services LLC. All inquiries about the tender offer should be directed to the information agent at (888) 628-8208. Banks and brokers may call (212) 269-5550.

About Jack in the Box Inc.

     Jack in the Box Inc. (NYSE: JBX), based in San Diego, is a restaurant company that operates and franchises Jack in the Box^® restaurants, one of the nation’s largest hamburger chains, with more than 2,000 restaurants in 17 states. The company also operates a proprietary chain of convenience stores called Quick Stuff^®, with more than 50 locations, each built adjacent to a full-size Jack in the Box restaurant and including a major-brand fuel station. Additionally, through a wholly owned subsidiary, the company operates and franchises Qdoba Mexican Grill^®, an emerging leader in fast-casual dining, with more than 300 restaurants in 40 states. For more information, visit www.jackinthebox.com.

Safe harbor statement

     Except for the historical information contained herein, the matters discussed in this press release are forward-looking statements that are subject to substantial risks and uncertainties. These statements, which include the company’s guidance and related assumptions, may be identified by the use of words such as “assumption,” “believes,” “estimates,” “expects,” “goals,” “guidance,” “plans,” “will,” and other words of similar meaning.

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Jack in the Box Inc.
Page 3

     The following are some of the factors that could cause the company’s actual estimates and its goals to differ materially from those expressed in the forward-looking statements: delays in the opening of new or remodeled restaurants; loss of sales due to restaurant closures caused by adverse weather or other events in the regions in which the restaurants are located; higher than anticipated sales and earnings due to unpredicted levels of success of new products; changes in laws, regulations, accounting rules and interpretations, and tax rules and interpretations; adverse or positive economic and other local, national and international conditions or events that affect consumer spending; or the inability to successfully complete the tender offer as currently contemplated. Costs may exceed projections, including the cost of food, packaging, labor, pending or future legal claims, new restaurant construction and remodels, and utilities. Additional factors that may adversely affect results include the effect of any widespread negative publicity regarding the company, the foodservice industry in general or particular foods. Further information about factors that could affect the company’s financial results is included in the company’s annual report on Form 10-K and its periodic reports on Form 10-Q filed with the Securities and Exchange Commission. The information in this press release is as of December 20, 2006. Except as required by law, the company undertakes no obligation to update or revise any forward-looking statement whether as the result of new information or otherwise.

Tender offer statement

     This press release is for informational purposes only and is neither an offer to buy nor the solicitation of an offer to sell, any shares.

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