BYLAWS

                                          OF

                              RUBIO'S RESTAURANTS, INC.



                                      ARTICLE I

                                       OFFICES

     Section 1.  The registered office shall be in the City of Dover, County of
Kent, State of Delaware.

     Section 2.  The corporation may also have offices at such other places both
within and without the State of Delaware as the Board of Directors may from time
to time determine or the business of the corporation may require.

                                      ARTICLE II

                               MEETINGS OF STOCKHOLDERS

     Section 1.  All meetings of the stockholders for the election of directors
shall be held in the City of San Diego, State of California, at such place as
may be fixed from time to time by the Board of Directors, or at such other place
either within or without the State of Delaware as shall be designated from time
to time by the Board of Directors and stated in the notice of the meeting.
Meetings of stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

     Section 2.  Annual meetings of stockholders, commencing with the year 1998,
shall be held on such date and at such time as shall be designated from time to
time by the Board of
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Directors and stated in the notice of the meeting, at which they shall elect by
a plurality vote a board of directors, and transact such other business as may
properly be brought before the meeting.

     Section 3.  Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten (10) nor more than sixty (60) days before the
date of the meeting.

     Section 4.  The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

     Section 5.  Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the Board of
Directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote.  Such request shall state the purpose or purposes of the
proposed meeting.


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     Section 6.  Written notice of a special meeting stating the place, date and
hour of the meeting and the purpose or purposes for which the meeting is called,
shall be given not less than ten (10) nor more than sixty (60) days before the
date of the meeting, to each stockholder entitled to vote at such meeting.

     Section 7.  Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

     Section 8.  The holders of a majority of the stock issued and outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of
business except as otherwise provided by statute or by the certificate of
incorporation.  If, however, such quorum shall not be present or represented at
any meeting of the stockholders, the stockholders entitled to vote thereat,
present in person or represented by proxy, shall have power to adjourn the
meeting from time to time, without notice other than announcement at the
meeting, until a quorum shall be present or represented.  At such adjourned
meeting at which a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified.  If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

     Section 9.  When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required, in which case
such express provision shall govern and control the decision of such


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question.

     Section 10.  Unless otherwise provided in the certificate of incorporation
each stockholder shall at every meeting of the stockholders be entitled to one
vote in person or by proxy for each share of the capital stock having voting
power held by such stockholder, but no proxy shall be voted on after three years
from its date, unless the proxy provides for a longer period.

     Section 11.  Unless otherwise provided in the certificate of incorporation,
any action required to be taken at any annual or special meeting of stockholders
of the corporation, or any action which may be taken at any annual or special
meeting of such stockholders, may be taken without a meeting, without prior
notice and without a vote, if a consent in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted.  Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                                     ARTICLE III

                                      DIRECTORS

     Section 1.  The number of directors which shall constitute the whole board
shall be five (5) until changed by the vote or written consent of the
Shareholders or by a majority vote of the Board of Directors, in each case,
together with the vote or written consent of the holders of a majority of the
outstanding shares of Series B Preferred Stock or the Series B directors as
prescribed by the Certificate of Incorporation.  Directors  shall hold office
until the next Annual Meeting of Shareholders and until their respective
successors are elected.  If


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any such annual meeting is not held, or the directors are not elected thereat,
the directors may be elected at any special meeting of shareholders held for
that purpose.  Directors need not be stockholders.

     Section 2.  Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced.  If there are no directors in office, then an election of
directors may be held in the manner provided by statute.  If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.

     Section 3.  The business of the corporation shall be managed by or under
the direction of its board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or by these bylaws directed or required to
be exercised or done by the stockholders.

                          MEETINGS OF THE BOARD OF DIRECTORS

     Section 4.  The Board of Directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

     Section 5.  The first meeting of each newly elected Board of Directors
shall be held at


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such time and place as shall be fixed by the vote of the stockholders at the
annual meeting and no notice of such meeting shall be necessary to the newly
elected directors in order legally to constitute the meeting, provided a quorum
shall be present.  In the event of the failure of the stockholders to fix the
time or place of such first meeting of the newly elected Board of Directors, or
in the event such meeting is not held at the time and place so fixed by the
stockholders, the meeting may be held at such time and place as shall be
specified in a notice given as hereinafter provided for special meetings of the
Board of Directors, or as shall be specified in a written waiver signed by all
of the directors.

     Section 6.  Regular meetings of the Board of Directors may be held without
notice at such time and at such place as shall from time to time be determined
by the board.

     Section 7.  Special meetings of the board may be called by the President on
four (4) days' notice to each director by mail or 48 hours' notice to each
director either personally or by telegram; special meetings shall be called by
the President or Secretary in like manner and on like notice on the written
request of two directors unless the board consists of only one director, in
which case special meetings shall be called by the President or Secretary in
like manner and on like notice on the written request of the sole director.

     Section 8.  At all meetings of the board a majority of the directors shall
constitute a quorum for the transaction of business and the act of a majority of
the directors present at any meeting at which there is a quorum shall be the act
of the Board of Directors, except as may be otherwise specifically provided by
statute or by the certificate of incorporation.  If a quorum shall not be
present at any meeting of the Board of Directors, the directors present thereat
may adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present.


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     Section 9.  Unless otherwise restricted by the certificate of incorporation
or these bylaws, any action required or permitted to be taken at any meeting of
the Board of Directors or of any committee thereof may be taken without a
meeting, if all members of the board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the board or committee.

     Section 10.  Unless otherwise restricted by the certificate of
incorporation or these bylaws, members of the Board of Directors, or any
committee designated by the Board of Directors, may participate in a meeting of
the Board of Directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

                               COMMITTEES OF DIRECTORS

     Section 11.  The Board of Directors may, by resolution passed by a majority
of the whole board, designate one or more committees, each committee to consist
of one or more of the directors of the corporation.  The board may designate one
or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of the committee.

     In the absence of disqualification of a member of a committee, the member
or members thereof present at any meeting and not disqualified from voting,
whether or not he or they constitute a quorum, may unanimously appoint another
member of the Board of Directors to act at the meeting in the place of any such
absent or disqualified member.

     Any such committee, to the extent provided in the resolution of the Board
of Directors, shall have and may exercise all the powers and authority of the
Board of Directors


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in the management of the business and affairs of the corporation, and may
authorize the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to amending the certificate of incorporation, adopting an agreement of merger or
consolidation, recommending to the stockholders the sale, lease or exchange of
all or substantially all of the corporation's property and assets, recommending
to the stockholders a dissolution of the corporation or a revocation of a
dissolution, or amending the bylaws of the corporation; and, unless the
resolution or the certificate of incorporation expressly so provide, no such
committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock.  Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the Board of Directors.

     Section 12.  Each committee shall keep regular minutes of its meetings and
report the same to the Board of Directors when required.

                              COMPENSATION OF DIRECTORS

     Section 13.  Unless otherwise restricted by the certificate of
incorporation or these bylaws, the Board of Directors shall have the authority
to fix the compensation of directors.  The directors may be paid their expenses,
if any, of attendance at each meeting of the Board of Directors and may be paid
a fixed sum for attendance at each meeting of the Board of Directors or a stated
salary as director.  No such payment shall preclude any director from serving
the corporation in any other capacity and receiving compensation therefor.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.


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                                 REMOVAL OF DIRECTORS

     Section 14.  Unless otherwise restricted by the certificate of
incorporation or bylaw, any director or the entire Board of Directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.

                                      ARTICLE IV

                                       NOTICES

     Section 1.  Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these bylaws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

     Section 2.  Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
bylaws, a waiver thereof in writing, signed by the person or persons entitled to
said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                      ARTICLE V

                                       OFFICERS

     Section 1.  The officers of the corporation shall be elected by the Board
of Directors and shall include a President and a Secretary.  The Board of
Directors may elect from among its members a Chairman of the Board and a Vice
Chairman of the Board.  The Board of Directors may also elect a Chief Financial
Officer and/or one or more Vice Presidents,


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Assistant Secretaries and Assistant Chief Financial Officers.  Any number of
offices may be held by the same person, unless the certificate of incorporation
or these bylaws otherwise provide.

     Section 2.  The Board of Directors at its first meeting after each annual
meeting of stockholders shall elect a President and a Secretary and may also
elect Vice Presidents and a Chief Financial Officer. 

     Section 3.  The Board of Directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

     Section 4.  The salaries of all officers and agents of the corporation
shall be fixed by the Board of Directors.

     Section 5.  The officers of the corporation shall hold office until their
successors are chosen and qualified.  Any officer elected or appointed by the
Board of Directors may be removed at any time by the affirmative vote of a
majority of the Board of Directors.  Any vacancy occurring in any office of the
corporation shall be filled by the Board of Directors.

                              THE CHAIRMAN OF THE BOARD

     Section 6.  The Chairman of the Board, if any, shall preside at all
meetings of the Board of Directors and of the stockholders at which he shall be
present.  He shall have and may exercise such powers as are, from time to time,
assigned to him by the Board and as may be provided by law.

     Section 7.  In the absence of the Chairman of the Board, the Vice Chairman
of the Board, if any, shall preside at all meetings of the Board of Directors
and of the stockholders at which he shall be present.  He shall have and may
exercise such powers as are, from time


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to time, assigned to him by the Board and as may be provided by law.

                           THE PRESIDENT AND VICE PRESIDENT

     Section 8.  The President shall be the chief executive officer of the
corporation; and in the absence of the Chairman and Vice Chairman of the Board
he shall preside at all meetings of the stockholders and the Board of Directors.
He shall have general and active management of the business of the corporation
and shall see that all orders and resolutions of the Board of Directors are
carried into effect.

     Section 9.  He shall execute bonds, mortgages and other contracts requiring
a seal, under the seal of the corporation, except where required or permitted by
law to be otherwise signed and executed and except where the signing and
execution thereof shall be expressly delegated by the Board of Directors to some
other officer or agent of the corporation.

     Section 10.  In the absence of the President or in the event of his
inability or refusal to act, the Vice President, if any, (or in the event there
be more than one Vice President, the Vice Presidents in the order designated by
the directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the President, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
President.  The Vice Presidents shall perform such other duties and have such
other powers as the Board of Directors may from time to time prescribe.


                        THE SECRETARY AND ASSISTANT SECRETARY

     Section 11.  The Secretary shall attend all meetings of the Board of
Directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the Board of Directors in a book to be
kept for that purpose and shall perform like


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duties for the standing committees when required.  He shall give, or cause to be
given, notice of all meetings of the stockholders and special meetings of the
Board of Directors, and shall perform such other duties as may be prescribed by
the Board of Directors or President, under whose supervision he shall be.  He
shall have custody of the corporate seal of the corporation and he, or an
Assistant Secretary, shall have authority to affix the same to any instrument
requiring it and when so affixed, it may be attested by his signature or by the
signature of such Assistant Secretary.  The Board of Directors may give general
authority to any other officer to affix the seal of the corporation and to
attest the affixing by his signature.

     Section 12.  The Assistant Secretary, or, if there be more than one, the
Assistant Secretaries in the order determined by the Board of Directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the Secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the Board of Directors may from
time to time prescribe.

          THE CHIEF FINANCIAL OFFICER AND ASSISTANT CHIEF FINANCIAL OFFICER

     Section 13.  The Chief Financial Officer shall have the custody of the
corporate funds and securities and shall keep full and accurate accounts of
receipts and disbursements in books belonging to the corporation and shall
deposit all moneys and other valuable effects in the name and to the credit of
the corporation in such depositories as may be designated by the Board of
Directors.

     Section 14.  He shall disburse the funds of the corporation as may be
ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at
its regular meetings, or when the Board of Directors


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so requires, an account of all his transactions as Chief Financial Officer and
of the financial condition of the corporation.

     Section 15.  If required by the Board of Directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the Board of Directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.

     Section 16.  The Assistant Chief Financial Officer, or if there shall be
more than one, the Assistant Chief Financial Officers in the order determined by
the Board of Directors (or if there be no such determination, then in the order
of their election) shall, in the absence of the Chief Financial Officer or in
the event of his inability or refusal to act, perform the duties and exercise
the powers of the Chief Financial Officer and shall perform such other duties
and have such other powers as the Board of Directors may from time to time
prescribe.

                                      ARTICLE VI

                                 CERTIFICATE OF STOCK

     Section 1.  Every holder of stock in the corporation shall be entitled to
have a certificate, signed by, or in the name of the corporation by, the
Chairman or Vice Chairman of the Board of Directors, or the President or a Vice
President and the Chief Financial Officer or an Assistant Chief Financial
Officer, or the Secretary or an Assistant Secretary of the corporation,
certifying the number of shares owned by him in the corporation.

     Certificates may be issued for partly paid shares and in such case upon the
face or back of the certificates issued to represent any such partly paid
shares, the total amount of the


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consideration to be paid therefor, and the amount paid thereon shall be
specified.

     If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualification, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of the certificate which the corporation shall
issue to represent such class or series of stock, provided that, except as
otherwise provided in section 202 of the General Corporation Law of Delaware, in
lieu of the foregoing requirements, there may be set forth on the face or back
of the certificate which the corporation shall issue to represent such class or
series of stock, a statement that the corporation will furnish without charge to
each stockholder who so requests the powers, designations, preferences and
relative, participating, optional or other special rights of each class of stock
or series thereof and the qualifications, limitations or restrictions of such
preferences and/or rights.

     Section 2.  Any of or all the signatures on the certificate may be
facsimile.  In case any officer, transfer agent or registrar who has signed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

                                  LOST CERTIFICATES

     Section 3.  The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or  destroyed.  When authorizing
such issue


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of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.

                                  TRANSFER OF STOCK

     Section 4.  Upon surrender to the corporation or the transfer agent of the
corporation of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignation or authority to transfer, it shall be the
duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.

                                  FIXING RECORD DATE

     Section 5.  In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action.  A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned
meeting.


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                               REGISTERED STOCKHOLDERS

     Section 6.  The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                     ARTICLE VII

                                  GENERAL PROVISIONS

                                      DIVIDENDS

     Section 1.  Dividends upon the capital stock of the corporation, subject to
the provisions of the certificate of incorporation, if any, may be declared by
the Board of Directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

     Section 2.  Before payment of any dividend, there may be set aside out of
any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purposes as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.


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                                        CHECKS

     Section 3.  All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the Board of Directors may from time to time designate.

                                     FISCAL YEAR

     Section 4.  The fiscal year of the corporation shall be fixed by resolution
of the Board of Directors.

                                         SEAL

     Section 5.  The Board of Directors may adopt a corporate seal having
inscribed thereon the name of the corporation, the year of its organization and
the words "Corporate Seal, Delaware."  The seal may be used by causing it or a
facsimile thereof to be impressed or affixed or reproduced or otherwise.

                                   INDEMNIFICATION

     Section 6.  The corporation shall indemnify its officers, directors,
employees and agents to the full extent permitted by the General Corporation Law
of Delaware.

                                     ARTICLE VIII

                                      AMENDMENT

     Section 1.  These bylaws may be altered, amended or repealed or new bylaws
may be adopted by the stockholders or by the Board of Directors, when such power
is conferred upon the Board of Directors by the certificate of incorporation at
any regular meeting of the stockholders or of the Board of Directors or at any
special meeting of the stockholders or of the Board of Directors if notice of
such alteration, amendment, repeal or adoption of new bylaws be contained in the
notice of such special meeting.  If the power to adopt, amend or


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<PAGE>

repeal bylaws is conferred upon the Board of Directors by the certificate of
incorporation it shall not divest or limit the power of the stockholders to
adopt, amend or repeal bylaws.

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<PAGE>

                               CERTIFICATE OF SECRETARY



     The undersigned, being the Secretary of Rubio's Restaurants, a Delaware
corporation, does hereby certify the foregoing to be the Bylaws of said
Corporation, as adopted by the directors of the Corporation and which remain in
full force and effect as of the date hereof.

     Executed at San Diego, California, effective as of September 2, 1997.



                                     /s/ Rafael Rubio
                                   ------------------------------
                                   Rafael Rubio, Secretary


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<PAGE>

                                 AMENDMENT TO BYLAWS
                                          OF
                              RUBIO'S RESTAURANTS, INC.

                               Certificate of Secretary


     The undersigned does hereby certify that:

     I am the duly qualified and acting Secretary of Rubio's Restaurants, Inc.,
a duly organized and existing California corporation (the "Corporation").

     The following is a true copy of a resolution duly adopted by unanimous
written consent of the directors of the Corporation effective March 22, 1996,
which appears in the minute book of the Corporation:

     RESOLVED, that Article II, Section 11 of the Bylaws of the Corporation be
     amended to read in its entirety as set forth below:

          "Section 11.  CUMULATIVE VOTING FOR ELECTION OF DIRECTORS.  Provided
          the candidate's name has been placed in nomination prior to the voting
          and one or more shareholders has given notice at the meeting prior to
          the voting of the shareholder's intent to cumulate the shareholder's
          votes, every Common shareholder, Series A Preferred Stock shareholder,
          Series B Preferred Stock shareholder and Series C Preferred Stock
          shareholder entitled to vote at any election for directors shall have
          the right to cumulate such Common shareholder's votes, Series A
          Preferred Stock shareholder's votes, Series B Preferred Stock
          shareholder's votes, or Series C Preferred Stock shareholder's votes,
          as applicable, and give one candidate of the applicable class the
          number of votes equal to the number of directors to be elected
          multiplied by the number of votes to which the shareholder's shares
          are normally entitled, or distribute the shareholder's votes on the
          same principle among as many candidates as the shareholder shall think
          fit.  The candidates receiving the highest number of votes of the
          shares entitled to be voted for that particular candidate to the
          number of directors to be elected by such shares are elected.
          Notwithstanding the foregoing, the Series B and C Preferred Stock
          shareholders, voting together as a single class, shall only have the
          right to elect one director and the Series A Preferred Stock
          shareholders and the Common shareholders shall have the right to elect
          the balance of the directors."
    
     RESOLVED, that Article III, Section 2 of the Bylaws of the Corporation be
     amended in its entirety as set forth below:

          "Section 2.  NUMBER, TENURE AND QUALIFICATIONS.  The authorized number
          of directors of this Corporation shall be exactly five (5), until
          changed to five (5) by the vote or written consent of the Shareholders
          or by a majority vote of the Board of Directors, in each case together
          with the vote or written consent of the holders of a majority of the
          outstanding shares of both Series B Preferred

<PAGE>

          Stock and Series C Preferred Stock or the Series B director/Series C
          director, as prescribed by the Articles of Incorporation.

          Directors shall hold office until the next annual meeting of
          shareholders and until their respective successors are elected.  If
          any such annual meeting is not held, or the directors are not elected
          thereat, the directors may be elected at any special meeting of
          shareholders held for that purpose.  Directors need not be
          shareholders."

     RESOLVED, that Article III, Section 13 of the Bylaws of the Corporation be
     amended in its entirety as set forth below:

          "Section 13.  VACANCIES.  Except for a vacancy created by the removal
          of a director, all vacancies in the Board of Directors except as
          described below, whether caused by resignation, death or otherwise,
          may be filled by a majority of the remaining directors, though less
          than a quorum, or by a sole remaining director, and each director so
          elected shall hold office until his successor is elected at an annual,
          regular or special meeting of the shareholders.  A vacancy in any
          directorship elected by the holders of Series B Preferred Stock and
          the holders of the Series C Preferred Stock, voting together as a
          single class. shall be filled only by vote of the holders of the
          Series B Preferred Stock and Series C Preferred Stock. The voting to
          fill other vacancies in the board of directors shall be filled by the
          vote of the Series A Preferred shareholders and the Common
          shareholders.  Vacancies created by the removal of a director may be
          filled only by approval of the shareholders entitled to vote for such
          directors.  Those shareholders entitled to vote may elect a director
          at any time to fill any vacancy not filled by the directors.  Any such
          election by written consent requires the consent of a majority of the
          outstanding shares entitled to vote."

     The foregoing amendment to the Bylaws is in conformity with the Amended and
Restated Articles of Incorporation and Bylaws of the Corporation, has never been
modified or repealed, and is now in full force and effect.

     IN WITNESS WHEREOF, I have executed this Amendment to Bylaws and affixed
the seal of the Corporation on the 22nd day of March, 1996.


                                     /s/ Rafael Rubio
                                   ------------------------------
                                   Rafael Rubio, Secretary


                                          2
<PAGE>

                        CERTIFICATE OF AMENDMENT TO BYLAWS OF
                              RUBIO'S RESTAURANTS, INC.


     The undersigned does hereby certify that:

     I am the duly qualified and acting Secretary of Rubio's Restaurants, Inc.,
a duly organized and existing Delaware corporation (the "Corporation").

     The following amendment was duly adopted by written consent of the Board of
Directors and stockholders of the Corporation effective as of November 19, 1997,
which contents appear in the minute book of the Corporation:

     A.   Section 2 of Article II of the Bylaws of the Corporation is amended in
its entirety to read as follows:

          "Section 2.  Annual meetings of stockholders, commencing with the

     year 1998, shall be held on such date and at such time as shall be

     designated from time to time by the Board of Directors and stated in

     the notice of the meeting, at which they shall elect the board of

     directors, and transact such other business as may properly be brought

     before the meeting.  Directors shall be elected as set forth in the

     Company's Certificate of Incorporation."
    

     B.   Section 1 of Article III of the Bylaws of the Corporation is
amended in its entirety to read as follows:

          "Section 1.  The number of directors which shall constitute the

     whole board shall be six (6) until changed by the vote or written

     consent of the stockholders or by a majority vote of the Board of

     Directors, in each case, together with the vote or written consent of

     the holders of a majority of the outstanding shares of Series B

     Preferred Stock, Series C Preferred Stock and Series D Preferred

     Stock, voting together as a single class, as prescribed by the Amended

     and Restated Certificate of Incorporation of the Corporation.

     Directors shall hold office until the next Annual Meeting of

     Stockholders and until their respective successors are elected.  If

     any such annual meeting is not

<PAGE>

     held, or the directors are not elected thereat, the directors may be

     elected at any special meeting of stockholders held for that purpose.

     Directors need not be stockholders."


     B.   The first sentence of Section 2 of Article III of the Bylaws of the

Corporation is amended in its entirety to read as follows:

          "Except as provided in the Company's Certificate of Incorporation,

     vacancies and newly created directorships resulting from any increase in

     the authorized number of directors may be filled by a majority of the

     directors then in office, though less than a quorum, or by a sole remaining

     director, and the directors so chosen shall hold office until the next

     annual election and until their successors are duly elected and shall

     qualify, unless sooner displaced.  If there are no directors in office,

     then an election of directors may be held in the manner provided by

     statute."

     The foregoing amendment of the Bylaws is in conformity with the Amended and
Restated Certificate of Incorporation and the Bylaws of the Corporation, has
never been modified or repealed, and is now in full force and effect.

     IN WITNESS WHEREOF, I have executed this Amendment to Bylaws and affixed
the seal of the Corporation on the  day of November, 1997.



                                     /s/ Rafael Rubio
                                   ------------------------------
                                   Rafael Rubio, Secretary


                                          2

Source: OneCLE Business Contracts.