S-8

As filed with the Securities and Exchange Commission on August 5, 2010

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

JACK IN THE BOX INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware
(State or Other Jurisdiction
of Incorporation or Organization) 95-2698708
(I.R.S. Employer Identification No.)

9330 Balboa Avenue
San Diego, California 92123
(Address of Principal Executive Offices)

Jack in The Box Inc. Amended and Restated
2004 Stock Incentive Plan
(Full Title of the Plan)

Phillip H. Rudolph
Executive Vice President, General Counsel and Corporate Secretary
9330 Balboa Avenue
San Diego, California 92123-1516
Telephone: (858) 571-2121
(Name, Address and Telephone Number of Agent For Service)

Copy to:
Jeffrey C. Thacker, Esq.
DLA Piper LLP (US)
4365 Executive, Suite 1100
San Diego, California 92121
Telephone: (858) 677-1400
Facsimile: (858) 677-1401

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ Accelerated filer o Non-accelerated filer o (Do not check if a smaller reporting company) Smaller reporting company o

CALCULATION OF REGISTRATION FEE

	Amount		Proposed Maximum		Proposed Maximum		Amount of
Title of Securities	to be		Offering Price		Aggregate		Registration
to be Registered	Registered(1)		per Share (2)		Offering Price (2)		Fee
Common Stock, par value $0.01 per share		1,400,000	$	20.89	$	29,246,000	$	2,085.24

(1)

The additional securities to be registered under the Jack in the Box Inc. Amended and Restated 2004 Stock Incentive Plan (the “Plan”) include 1,400,000 newly authorized shares of the registrant’s common stock. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this registration statement shall also cover any additional securities that may be necessary to adjust the number of shares reserved for issuance pursuant to the Plan by reason of any stock split, stock dividend or similar adjustment effected without the registrant’s receipt of consideration that results in an increase in the number of the registrant’s outstanding shares of common stock.

(2)

Estimated solely for the purpose of computing the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended, and based on the average of the high and low prices per share of the registrant’s common stock on August 2, 2010, as reported on The Nasdaq Stock Market.

This registration statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933.

TABLE OF CONTENTS

PART II
	Item 8. Exhibits
SIGNATURES
EXHIBIT INDEX
EX-5
EX-23.2

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

INCORPORATION BY REFERENCE OF CONTENTS OF
FORM S-8 REGISTRATION STATEMENTS

     The contents of the Registration Statements on Form S-8 previously filed with respect to the Plan listed below are incorporated by reference herein:

     The Registration Statement on Form S-8 filed by Jack in the Box Inc. (the “Registrant”) with respect to the Jack in the Box Inc. 2004 Stock Incentive Plan (SEC File No. 333-115619), filed May 19, 2004; and

     The Registration Statement on Form S-8 filed by the Registrant with respect to the Jack in the Box Inc. Amended and Restated 2004 Stock Incentive Plan (SEC File No. 333-127765), filed August 23, 2005.

Item 8. Exhibits.

     See Exhibit Index

* * *

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of San Diego, state of California, on this 5th day of August 2010.

JACK IN THE BOX INC.
By:	/S/ JERRY P. REBEL
	Jerry P. Rebel
	Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

     Each director and/or officer of Jack in the Box Inc. whose signature appears below constitutes and appoints Linda A. Lang and Jerry P. Rebel, and each of them, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue of this Power of Attorney.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
/S/ LINDA A. LANG Linda A. Lang	Chairman of the Board, Chief Executive Officer and President (principal executive officer)	August 5, 2010
/S/ JERRY P. REBEL Jerry P. Rebel	Executive Vice President and Chief Financial Officer (principal financial and accounting officer)	August 5, 2010
/S/ MICHAEL E. ALPERT Michael E. Alpert	Director	August 5, 2010
/S/ DAVID L. GOEBEL David L. Goebel	Director	August 5, 2010
/S/ MURRAY H. HUTCHISON Murray H. Hutchison	Director	August 5, 2010
/S/ MICHAEL W. MURPHY Michael W. Murphy	Director	August 5, 2010
/S/ DAVID M. TEHLE David M. Tehle	Director	August 5, 2010
/S/ WINIFRED M. WEBB Winifred M. Webb	Director	August 5, 2010
/S/ JOHN T. WYATT John T. Wyatt	Director	August 5, 2010

EXHIBIT INDEX

Number	Description
4.1	Amended and Restated Jack in the Box Inc. 2004 Stock Incentive Plan (1)
4.2	Restated Certificate of Incorporation, as amended(2)
4.3	Certificate of Amendment of Restated Certificate of Incorporation, as amended(3)
4.4	Amended and Restated Bylaws(4)
5	Opinion of DLA Piper LLP (US)
23.1	Consent of DLA Piper LLP (US) (included in Exhibit 5)
23.2	Consent of KPMG LLP
24	Power of Attorney (included on signature page)

(1)	Previously filed and incorporated herein by reference to the registrant’s Quarterly Report on Form 10-Q filed May 13, 2010.
(2)	Previously filed and incorporated herein by reference to the registrant’s Annual Report on Form 10-K filed December 2, 1999.
(3)	Previously filed and incorporated herein by reference to the registrant’s Current Report on Form 8-K filed September 24, 2007.
(4)	Previously filed and incorporated herein by reference to the registrant’s Current Report on Form 8-K filed May 11, 2010.

EX-5

Exhibit 5

DLA Piper LLP (US)
4365 Executive Drive, Suite 1100
San Diego, California 92121-2133
T: (858) 677-1400
F: (858) 677-1401
www.dlapiper.com

August 5, 2010

Jack In The Box Inc.
9330 Balboa Avenue
San Diego, CA 92123

Ladies and Gentlemen:

As legal counsel for Jack in the Box Inc., a Delaware corporation (the “Company”), we are rendering this opinion in connection with the registration under the Securities Act of 1933, as amended, of up to 1,400,000 shares of the Common Stock, $0.01 par value (the “Registration Statement”), of the Company which may be issued pursuant to the Jack in the Box Inc. Amended and Restated 2004 Stock Incentive Plan (the “Plan”).

We have examined all instruments, documents and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. We are admitted to practice only in the State of California and we express no opinion concerning any law other than the corporation laws of the State of Delaware and the federal law of the United States. As to matters of Delaware corporation law, we have based our opinion solely upon our examination of such laws and the rules and regulations of the authorities administering such laws, all as reported in standard, unofficial compilations. We have not obtained opinions of counsel licensed to practice in jurisdictions other than the State of California.

Based on such examination, we are of the opinion that the 1,400,000 shares of Common Stock which may be issued under the Plan are duly authorized shares of the Company’s Common Stock, and, when issued against receipt of the consideration therefor in accordance with the provisions of the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement referred to above and the use of our name wherever it appears in said Registration Statement.

Very truly yours,

/S/ DLA PIPER LLP (US)

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Jack in the Box Inc.:

We consent to the use of our reports dated November 19, 2009, with respect to the consolidated balance sheets of Jack in the Box Inc. and subsidiaries as of September 27, 2009 and September 28, 2008, and the related consolidated statements of earnings, cash flows, and stockholders’ equity for the fifty-two weeks ended September 27, 2009, September 28, 2008, and September 30, 2007, and the effectiveness of internal control over financial reporting as of September 27, 2009, incorporated herein by reference.

Our report on the consolidated financial statements dated November 19, 2009, contains an explanatory paragraph that states that Jack in the Box Inc. changed its method of accounting for defined benefit plans in fiscal 2007 and its method of accounting for uncertainty in income taxes in fiscal 2008 due to the adoption of new accounting pronouncements.

/S/ KPMG LLP  

San Diego, California
August 5, 2010