RESTATED BYLAWS

                                      OF

                          RUBIO'S RESTAURANTS, INC.

                                   ARTICLE I
                                    OFFICES

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

    Section 2.  OTHER OFFICES.  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.  PLACE OF MEETINGS.  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
California 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 California, as shall be stated in the notice of the meeting or in a duly
executed waiver of notice thereof.

    Section 2.  ANNUAL MEETING.

          (a)   The annual meeting of the stockholders of the corporation,
for the purpose of election of Directors and for such other business as may
lawfully come before it, shall be held on such date and at such time as may
be designated from time to time by the Board of Directors.

          (b)   At an annual meeting of the stockholders, only such business
shall be conducted as shall have been properly brought before the meeting.
To be properly brought before an annual meeting, business must be:  (A)
specified in the notice of meeting (or any supplement thereto) given by or at
the direction of the Board of Directors, (B) otherwise properly brought
before the meeting by or at the direction of the Board of Directors, or (C)
otherwise properly brought before the meeting by a stockholder.  For business
to be properly brought before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the Secretary
of the corporation. To be timely, a stockholder's notice must be delivered to
or mailed and received at the principal executive offices of the corporation
no later than the date specified in the corporation's proxy statement
released to stockholders in connection with the previous year's annual
meeting of stockholders, which date shall be not less

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than one hundred twenty (120) calendar days in advance of the date of such
proxy statement; provided, however, that in the event that no annual meeting
was held in the previous year or the date of the annual meeting has been
changed by more than thirty (30) days from the date contemplated at the time
of the previous year's proxy statement, notice by the stockholder to be
timely must be so received a reasonable time before the solicitation is made.
 A stockholder's notice to the Secretary shall set forth as to each matter
the stockholder proposes to bring before the annual meeting:  (i) a brief
description of the business desired to be brought before the annual meeting
and the reasons for conducting such business at the annual meeting, (ii) the
name and address, as they appear on the corporation's books, of the
stockholder proposing such business, (iii) the class and number of shares of
the corporation which are beneficially owned by the stockholder, (iv) any
material interest of the stockholder in such business and (v) ay other
information that is required to be provided by the stockholder pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"1934 Act"), in such stockholder's capacity as a proponent to a stockholder
proposal.  In addition to the foregoing, in order to include information with
respect to a stockholder proposal in the proxy statement and form of proxy
for a stockholder's meeting, stockholders must provide notice as required by
the regulations promulgated under the 1934 Act to the extent such regulations
require notice that is different from the notice required above.
Notwithstanding anything in these Bylaws to the contrary, no business shall
be conducted at any annual meeting except in accordance with the procedures
set forth in this paragraph (b) of this Section 2.  The chairman of the
annual meeting shall, if the facts warrant, determine and declare at the
meeting that business was not properly brought before the meeting and in
accordance with the provisions of this paragraph (b), and, if he or she
should so determine, the chairman shall so declare at the meeting that any
such business not properly brought before the meeting shall not be transacted.

          (c)   Only persons who are nominated in accordance with the
procedures set forth in this paragraph (c) shall be eligible for election as
Directors. Nominations of persons for election to the Board of Directors of
the corporation may be made at a meeting of stockholders by or at the
direction of the Board of Directors or by any stockholder of the corporation
entitled to vote in the election of Directors at the meeting who complies
with the notice procedures set forth in this paragraph (c).  Such
nominations, other than those made by or at the direction of the Board of
Directors, shall be made pursuant to timely notice in writing to the
Secretary of the corporation in accordance with the provisions of paragraph
(b) of this Section 2.  Timely notice shall also be given of any
stockholder's intention to cumulate votes in the election of Directors at a
meeting if cumulative voting is available.  Such stockholder's notice shall
set forth (i) as to each person, if any, whom the stockholder proposes to
nominate for election or re-election as a Director:  (A) the name, age,
business address and residence address of such person, (B) the principal
occupation or employment of such person, (C) the class and number of shares
of the corporation that are beneficially owned by such person, (D) a
description of all arrangements or understandings between the stockholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nominations are to be made by the stockholder, and (E)
any other information relating to such person that is required to be
disclosed in solicitations of proxies for election of Directors, or is
otherwise required, in each case pursuant to Regulation 14A under the 1934
Act (including without limitation such person's written consent to being
named in the proxy statement, if any, as a nominee and to serving as a
Director if elected); and (ii) as to such stockholder giving notice, the
information required to be provided pursuant to subitems (ii), (iii) and (iv)
of paragraph (b) of this Section 2 and, if

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cumulative voting is available to such stockholder, whether such stockholder
intends to request cumulative voting in the election of Directors at the
meeting.  At the request of the Board of Directors, any person nominated by a
stockholder for election as a Director shall furnish to the Secretary of the
corporation that information required to be set forth in the stockholder's
notice of nomination which pertains to the nominee.  No person shall be
eligible for election as a Director of the corporation unless nominated in
accordance with the procedures set forth in this paragraph (c).  The chairman
of the meeting shall, if the facts warrant, determine and declare at the
meeting that a nomination was not made in accordance with the procedures
prescribed by these Bylaws, and if the chairman should so determine, he or
she shall so declare at the meeting, and the defective nomination shall be
disregarded.

    Section 3.  NOTICE OF ANNUAL MEETING.  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.  VOTING LIST.  The officer who has charge of the stock ledger
of the corporation shall prepare and make, or have prepared and made, at
least ten (10) 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 (10) 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.  Special meetings of the stockholders, for
any purpose or purposes, unless otherwise prescribed by statute or by the
Certificate of Incorporation, as amended from time to time, may only be
called as provided in this Section 5 by the President, Chief Executive
Officer or Chairman of the Board and shall be called by the President or
Secretary at the request in writing of a majority of the Board of Directors.
Such request shall state the purpose or purposes of the proposed meeting.
The place, date and time of any special meeting shall be determined by the
Board of Directors.  Such determination shall include the record date for
determining the stockholders having the right of and to vote at such meeting.

    Section 6.  NOTICE OF SPECIAL MEETING.  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.  ACTION AT SPECIAL MEETING.  Business transacted at any
special meeting of stockholders shall be limited to the purposes stated in
the notice.

    Section 8.  QUORUM AND ADJOURNMENTS.

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          (a)   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, as amended.  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 the 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 (30) 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.

          (b)   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 statute or of
the Certificate of Incorporation, as amended, a different vote is required,
in which case such express provision shall govern and control the decision of
such question.

    Section 9.  VOTING RIGHTS.  Unless otherwise provided in the Certificate
of Incorporation, as amended, each stockholder shall at every meeting of the
stockholders be entitled to one (1) 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 (3) years from its date, unless the proxy
provides for a longer period.

   Section 10.  ACTION WITHOUT MEETING.  No action shall be taken by the
stockholders of the corporation except at an annual or special meeting of
stockholders called in accordance with these Bylaws, and no action shall be
taken by the stockholders by written consent.

                                  ARTICLE III
                                   DIRECTORS

    Section 1.  CLASSES, NUMBER, TERM OF OFFICE AND QUALIFICATION.  At the
next annual meeting of stockholders following the adoption of these Bylaws,
the Directors shall be classified into three classes, as nearly equal in
number as possible as determined by the Board of Directors, with the term of
office of the first class to expire at the second annual meeting of
stockholders following the adoption of these Bylaws and the term of office of
the second class to expire at the third annual meeting of stockholders
following the adoption of these Bylaws and the term of office of the third
class to expire at the fourth annual meeting of stockholders following the
adoption of these Bylaws. At each annual meeting of stockholders following
such initial classification and election, Directors elected to succeed those
Directors whose terms expire shall be elected for a term of office to expire
at the third succeeding annual meeting of stockholders after their election.
Additional directorships resulting from an increase in the number of
Directors shall be apportioned among the classes as equally as possible as
determined by the Board of Directors.  The number of directors that shall
constitute the whole board shall not be less than six (6) nor more than ten
(10).  The number of Directors which shall constitute the whole Board shall
be fixed by resolution of the Board of Directors, with the number initially
fixed at eight (8).  The number of Directors shall be

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determined by resolution of sixty-six and two-thirds percent (66-2/3%) of the
Directors then in office or by sixty-six and two-thirds percent (66-2/3%) of
the stockholders at the annual meeting of the stockholders, and each Director
elected shall hold office until his or her successor is elected and
qualified. Directors need not be stockholders.

    Section 2.  VACANCIES.  Vacancies may be filled only by a two-thirds
majority of the Directors then in office or by a sole remaining Director.
Each Director so chosen shall hold office until a successor is duly elected
and shall qualify or until his or her earlier death, resignation or removal.
If there are no Directors in office, then an election of Directors may be
held in the manner provided by statute; provided, however, that each Director
shall be elected by an affirmative vote of at least two-thirds of the
stockholders.  If, at the time of filling any vacancy, 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 to replace the Directors chosen by the Directors
then in office.

    Section 3.  POWERS.  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, as amended, from time to
time, or by these Bylaws directed or required to be exercised or done by the
stockholders.

    Section 4.  REGULAR AND SPECIAL MEETINGS.  The Board of Directors of the
corporation may hold meetings, both regular and special, either within or
without the State of California.

    Section 5.  ANNUAL MEETING. The annual meeting of the Board of Directors
shall be held without notice other than this Bylaw immediately after, and at
the same place as, the annual meeting of stockholders.  In the event the
annual meeting of the Board of Directors shall not be held immediately after,
and at the same place as, the annual meeting of 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.

    Section 6.  NOTICE OF REGULAR MEETINGS.  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.  NOTICE OF SPECIAL MEETINGS.  Special meetings of the Board
may be called by the Chief Executive Officer or President on no less than
forty-eight (48) hours notice to each Director either personally, or by
telephone, mail, telegram or facsimile; special meetings shall be called by
the Chief Executive Officer, 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
Chief Executive Officer, President or Secretary in like manner and on like
notice on the written request of the sole Director.  A written waiver of
notice, signed by the person entitled thereto, whether before or after the
time of the meeting stated therein, shall be deemed equivalent to notice.

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    Section 8.  QUORUM.  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 these Bylaws, by statute or by the Certificate of
Incorporation, as amended.  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.

    Section 9.  ACTION WITHOUT MEETING.  Unless otherwise restricted by the
Certificate of Incorporation, as amended from time to time, 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.  MEETINGS BY TELEPHONE CONFERENCE CALLS.  Unless otherwise
restricted by the Certificate of Incorporation, as amended from time to time,
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, video
conference 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.

   Section 11.  COMMITTEES.  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, she 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 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, as
amended from time to time, 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, as amended from time to time,
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.

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

   Section 12.  FEES AND COMPENSATION.  Unless otherwise restricted by the
Certificate of Incorporation, as amended, 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.

   Section 13.  REMOVAL.  Subject to any limitations imposed by law or the
Certificate of Incorporation, as amended from time to time, the Board of
Directors, or any individual Director, may be removed from office at any time
only with cause by the affirmative vote of the holders of at least a majority
of shares entitled to vote at an election of Directors.

                                     ARTICLE IV
                                      NOTICES

    Section 1.  NOTICE.  Whenever, under the provisions of statute or of the
Certificate of Incorporation, as amended, 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, her or its
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 personally, by telephone, including a voice messaging system or
other system or technology designed to record and communicate messages,
telegram, facsimile electronic mail or other electronic means.

    Section 2.  WAIVER OF NOTICE.  Whenever any notice is required to be
given under the provisions of statute or of the Certificate of Incorporation,
as amended from time to time, 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.  ENUMERATION.  The officers of the corporation shall be chosen
by the Board of Directors and shall include a Chief Executive Officer, a
Chief Financial Officer 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 choose a President, one or more Vice
Presidents and one or more Assistant Secretaries.  Any number of offices may
be held by the same person, unless the Certificate of Incorporation, as
amended, or these Bylaws otherwise provide.

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    The compensation of all officers and agents of the corporation shall be
fixed by the Board of Directors, and no officer shall be prevented from
receiving such compensation by virtue of such officer also being a Director of
the corporation.

     Section 2. ELECTION OR APPOINTMENT.  The Board of Directors at its first
meeting after each annual meeting of stockholders shall choose a Chief
Executive Officer, a Chief Financial Officer and a Secretary and may choose a
President, one or more Vice Presidents and one or more Assistant Secretaries.

    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 3.  TENURE, REMOVAL AND VACANCIES.  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.

    Section 4.  CHAIRMAN OF THE BOARD.  The Chairman of the Board, if any,
shall preside at all meetings of the Board of Directors and of the
stockholders at which he or she shall be present.  The Chairman of the Board
shall have and may exercise such powers as are, from time to time, assigned
to him or her by the Board and as may be provided by law.

    Section 5.  VICE CHAIRMAN OF THE BOARD.  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 or she
shall be present.  The Vice Chairman of the Board shall have and may exercise
such powers as are, from time to time, assigned to him or her by the Board
and as may be provided by law.

    Section 6.  CHIEF EXECUTIVE OFFICER.  The Chief Executive Officer of the
corporation shall, subject to the control of the Board of Directors, have
general supervision, direction and control of the business and the officers
of the corporation.  In the absence or nonexistence of a Chairman of the
Board and a Vice Chairman of the Board, the Chief Executive Officer shall
preside at all meetings of the Board of Directors and of the stockholders.
The Chief Executive Officer shall have the general powers and duties of
management usually vested in the Chief Executive Officer of a corporation,
including general supervision, direction and control of the business and
supervision of other officers of the corporation, and shall have such other
powers and duties as may be prescribed by the Board of Directors or these
Bylaws.

    The Chief Executive Officer shall, without limitation, have the authority
to 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 7.  PRESIDENT.  Subject to such supervisory powers as may be
given by these Bylaws or the Board of Directors to the Chairman of the Board
or the Chief Executive Officer, if

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there be such officers, the President shall have general supervision,
direction and control of the business and supervision of other officers of
the corporation, and shall have such other powers and duties as may be
prescribed by the Board of Directors or these Bylaws.  In the event a Chief
Executive Officer shall not be appointed, the President shall have the duties
of such office.

    Section 8.  VICE PRESIDENTS.  The Vice President, or if there shall be
more than one, the Vice Presidents in the order determined by the Board of
Directors, shall, in the absence or disability of the President, act with all
of the powers and be subject to all the restrictions of the President.  The
Vice Presidents shall also perform such other duties and have such other
powers as the Board of Directors, the Chief Executive Officer, the President
or these Bylaws may, from time to time, prescribe.

    Section 9.  SECRETARY.  The Secretary shall attend all meetings of the
Board of Directors, all meetings of the committees thereof and all meetings
of the stockholders and record all the proceedings of the meetings in a book
or books to be kept for that purpose.  Under the Chief Executive Officer's or
President's supervision, the Secretary shall give, or cause to be given, all
notices required to be given by these Bylaws or by law; shall have such
powers and perform such duties as the Board of Directors, the Chief Executive
Officer, the President or these Bylaws may, from time to time, prescribe; and
shall have custody of the seal of the corporation.  The Secretary, or an
Assistant Secretary, shall have authority to affix the seal of the
corporation to any instrument requiring it and when so affixed, it may be
attested by his or her 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 or her signature.

   Section 10.  ASSISTANT SECRETARY.  The Assistant Secretary, if any, or if
there be more than one, the Assistant Secretaries in the order determined by
the Board of Directors, shall, in the absence, disability or refusal to act
of the Secretary, 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, the Chief Executive Officer, the President, the Secretary or
these Bylaws may, from time to time, prescribe.

   Section 11.  CHIEF FINANCIAL OFFICER.  The Chief Financial Officer shall
act as Treasurer and 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.  The Chief Financial Officer may alternatively be designated by
the title "Treasurer."

    The Chief Financial Officer 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 Chief Executive Officer or, if there
be no Chief Executive Officer, the President and the Board of Directors, at
its regular meetings, or when the Board of Directors so requires, an account
of all his or her transactions as Chief Financial Officer and of the
financial condition of the corporation.

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    If required by the Board of Directors, the Chief Financial Officer 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 or her office and
for the restoration to the corporation, in case of his or her death,
resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in the Chief Financial
Officer's possession or under his or her control belonging to the corporation.

   Section 12.  OTHER OFFICERS, ASSISTANT OFFICERS AND AGENTS.  Officers,
assistant officers and agents, if any, other than those whose duties are
provided for in these Bylaws, shall have such authority and perform such
duties as may from time to time be prescribed by the Board of Directors, the
Chief Executive Officer or the President.

   Section 13.  ABSENCE OR DISABILITY OF OFFICERS.  In the case of the
absence or disability of any officer of the corporation and of any person
hereby authorized to act in such officer's place during such officer's
absence or disability, the Board of Directors may delegate the powers and
duties of such officer to any officer or to any Director, or to any other
person who it may select.

                                   ARTICLE VI
                             CERTIFICATES OF STOCK

    Section 1.  CERTIFICATES OF STOCK.  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 Chief Executive Officer or the President or a Vice
President and the Treasurer or an Assistant Treasurer, 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 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 qualifications, 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.  EXECUTION OF CERTIFICATES.  Any or all of the signatures on
the certificate may be facsimile.  In case any officer, transfer agent or
registrar who has signed or whose

                                     -10-

<PAGE>

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 or
she were such officer, transfer agent or registrar at the date of issue.

    Section 3.  LOST CERTIFICATES.  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 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 the owner's 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.

    Section 4.  TRANSFER OF STOCK.  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.

    Section 5.  FIXING RECORD DATE.  In order that the corporation may
determine the stockholders entitled to notice of or to vote at any meeting of
stockholder or any adjournment thereof, 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 (60) nor
less than ten (10) days before the date of such meeting, nor more than sixty
(60) 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.

    Section 6.  REGISTERED STOCKHOLDERS.  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
                                 INDEMNIFICATION

    Section 1.  INDEMNIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS.  The
corporation shall indemnify its Directors and executive officers to the
fullest extent not prohibited by the Delaware General Corporation Law;
provided, however, that the corporation may limit the extent

                                     -11-

<PAGE>

of such indemnification by individual contracts with its Directors and
executive officers; and, provided, further, that the corporation shall not be
required to indemnify any Director or executive officer in connection with
any proceeding (or part thereof) initiated by such person or any proceeding
by such person against the corporation or its Directors, officers, employees
or other agents unless (i) such indemnification is expressly required to be
made by law, (ii) the proceeding was authorized by the Board of Directors of
the corporation and (iii) such indemnification is provided by the
corporation, in its sole discretion, pursuant to the powers vested in the
corporation under the Delaware General Corporation Law.

    Section 2.  INDEMNIFICATION OF OTHER OFFICERS, EMPLOYEES AND OTHER
AGENTS.  The corporation shall have power to indemnify its other officers,
employees and other agents as set forth in the Delaware General Corporation
Law.

    Section 3.  GOOD FAITH.

          (a)   For purposes of any determination under this Bylaw, a
Director or executive officer shall be deemed to have acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, to have had no reasonable cause to believe that his or her
conduct was unlawful, if his or her action is based on information, opinions,
reports and statements, including financial statements and other financial
data, in each case prepared or presented by:

                (1)  one or more officers or employees of the corporation
whom the Director or executive officer believed to be reliable and competent
in the matters presented;

                (2)  counsel, independent accountants or other persons as to
matters which the Director or executive officer believed to be within such
person's professional competence; and

                (3)  with respect to a Director, a committee of the Board
upon which such Director does not serve, as to matters within such
committee's designated authority, which committee the Director believes to
merit confidence; so long as, in each case, the Director or executive officer
acts without knowledge that would cause such reliance to be unwarranted.

          (b)   The termination of any proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the person did not act in
good faith and in a manner which such person reasonably believed to be in or
not opposed to the best interests of the corporation, and, with respect to
any criminal proceeding, that such person had reasonable cause to believe
that his or her consent was unlawful.

          (c)   The provisions of this Section 3 shall not be deemed to be
exclusive or to limit in any way the circumstances in which a person may be
deemed to have met the applicable standard of conduct set forth by the
Delaware General Corporation Law.

    Section 4.  EXPENSES.  The corporation shall advance, prior to the final
disposition of any proceeding, promptly following request therefor, all
expenses incurred by any Director or

                                     -12-

<PAGE>

 executive officer in connection with such proceeding upon receipt of an
undertaking by or on behalf of such person to repay said amounts if it should
be determined ultimately that such person is not entitled to be indemnified
under this Bylaw or otherwise.

    Notwithstanding the foregoing, unless otherwise determined pursuant to
Section 4 of this Bylaw, no advance shall be made by the corporation if a
determination is reasonably and promptly made (i) by the Board of Directors
by a majority vote of a quorum consisting of Directors who were not parties
to the proceeding or (ii) if such quorum is not obtainable, or, even if
obtainable, a quorum of disinterested Directors so directs, by independent
legal counsel in a written opinion, that the facts known to the
decision-making party at the time such determination is made demonstrate
clearly and convincingly that such person acted in bad faith or in a manner
that such person did not believe to be in or not opposed to the best
interests of the corporation.

   Section 5.   ENFORCEMENT.  Without the necessity of entering into an
express contract, all rights to indemnification and advances to Directors and
executive officers under this Bylaw shall be deemed to be contractual rights
and be effective to the same extent and as if provided for in a contract
between the corporation and the Director or executive officer.  Any right to
indemnification or advances granted by this Bylaw to a Director or executive
officer shall be enforceable by or on behalf of the person holding such right
in any court of competent jurisdiction if (i) the claim for indemnification
or advances is denied, in whole or in part or (ii) no disposition of such
claim is made within ninety (90) days of request therefor.  The claimant in
such enforcement action, if successful in whole or in part, shall be entitled
to be paid also the expense of prosecuting such claim.  The corporation shall
be entitled to raise as a defense to any such action that the claimant has
not met the standards of conduct that make it permissible under the Delaware
General Corporation Law for the corporation to indemnify the claimant for the
amount claimed.  Neither the failure of the corporation (including its Board
of Directors, independent legal counsel or its stockholders) to have made a
determination prior to the commencement of such action that indemnification
of the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the Delaware General Corporation
Law, nor an actual determination by the corporation (including its Board of
Directors, independent legal counsel or its stockholders) that the claimant
has not met such applicable standard of conduct, shall be a defense to the
action or create a presumption that the claimant has not met the applicable
standard of conduct.

    Section 6.  NON-EXCLUSIVITY OF RIGHTS.  The rights conferred on any
person by this Bylaw shall not be exclusive of any other right which such
person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, as amended from time to time, Bylaws,
agreement, vote of stockholders or disinterested Directors or otherwise, both
as to action in such person's official capacity and as to action in another
capacity while holding office.  The corporation is specifically authorized to
enter into individual contracts with any or all of its Directors, officers,
employees or agents respecting indemnification and advances, to the fullest
extent not prohibited by the Delaware General Corporation Law.

    Section 7.  SURVIVAL OF RIGHTS.  The rights conferred on any person by
this Bylaw shall continue as to a person who has ceased to be a Director,
officer, employee or other agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

                                     -13-

<PAGE>

    Section 8.  INSURANCE.  To the fullest extent permitted by the Delaware
General Corporation Law, the corporation, upon approval by the Board of
Directors, may purchase insurance on behalf of any person required or
permitted to be indemnified pursuant to this Bylaw.

    Section 9.  AMENDMENTS.  Any repeal or modification of this Bylaw shall
only be prospective and shall not affect the rights under this Bylaw in
effect at the time of the alleged occurrence of any action or omission to act
that is the cause of any proceeding against any agent of the corporation.

   Section 10.  SAVING CLAUSE.  If this Bylaw or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
corporation shall nevertheless indemnify each Director and executive officer
to the full extent not prohibited by any applicable portion of this Bylaw
that shall not have been invalidated or by any other applicable law.

   Section 11.   CERTAIN DEFINITIONS.  For the purposes of this Bylaw, the
following definitions shall apply:

          (a)   The term "proceeding" shall be broadly construed and shall
include, without limitation, the investigation, preparation, prosecution,
defense, settlement, arbitration and appeal of, and the giving of the
testimony in, any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative.

          (b)   The term "expenses" shall be broadly construed and shall
include, without limitation, court costs, attorneys' fees, witness fees,
fines, amounts paid in settlement or judgment and any other costs and
expenses of any nature or kind incurred in connection with any proceeding.

          (c)   The term the "corporation" shall include, in addition to the
resulting corporation, any constituent corporation (including any constituent
of a constituent) absorbed in a consolidation or merger which, if its
separate existence had continued, would have had power and authority to
indemnify its Directors, officers, and employees or agents, so that any
person who is or was a Director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a Director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall
stand in the same position under the provisions of this Bylaw with respect to
the resulting or surviving corporation as such person would have with respect
to such constituent corporation if its separate existence had continued.

          (d)  References to a "Director," "officer," "employee," or "agent" of
the corporation shall include, without limitation, situations where such person
is serving at the request of the corporation as a Director, officer, employee,
trustee or agent of another corporation, partnership, joint venture, trust or
other enterprise.

          (e)  References to "other enterprises" shall include employee benefit
plans; references to "fines" shall include any excise taxes assessed on a person
with respect to an employee benefit plan; and references to "serving at the
request of the corporation" shall include any service as a Director, officer,
employee or agent of the corporation which imposes duties on,

                                     -14

<PAGE>

or involves services by, such Director, officer, employee, or agent with
respect to an employee benefit plan, its participants, or beneficiaries; and
a person who acted in good faith and in a manner such person reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be deemed to have acted in a manner "not opposed
to the best interests of the corporation" as referred to in this Bylaw.

                                  ARTICLE VIII
                               LOANS TO OFFICERS

    Section 1.  LOANS TO OFFICERS.  The corporation may lend money to, or
guarantee any obligation of, or otherwise assist any officer or other
employee of the corporation or of its subsidiaries, including any officer or
employee who is a Director of the Corporation or its subsidiaries, whenever,
in the judgment of the Board of Directors, such loan, guarantee or assistance
may reasonably be expected to benefit the corporation.  The loan, guarantee
or other assistance may be with or without interest and may be unsecured, or
secured in such manner as the Board of Directors shall approve, including,
without limitation, a pledge of shares of stock of the corporation.  Nothing
in this Bylaw shall be deemed to deny, limit or restrict the powers of
guaranty or warranty of the corporation at common law or under any statute.

                                  ARTICLE IX
                              GENERAL PROVISIONS

    Section 1.  DECLARATION OF DIVIDENDS.  Dividends upon the capital stock
of the corporation, subject to the provisions of the Certificate of
Incorporation, as amended from time to time, 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, as
amended from time to time.

    Section 2.  DIVIDEND RESERVE.  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.

    Section 3.  EXECUTION OF CORPORATE INSTRUMENTS.  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.

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

    Section 5.  CORPORATE SEAL.  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.

                                     -15-

<PAGE>

                                   ARTICLE X
                                   AMENDMENTS

    Section 1.  AMENDMENTS.

          (a)   Except as otherwise set forth in Section 9 of Article VII of
these Bylaws, the Bylaws may be altered or amended or new Bylaws adopted by
the affirmative vote of a majority of the voting power of all of the
then-outstanding shares of capital stock of the corporation entitled to vote
generally in the election of Directors (the "Voting Stock").  The Board of
Directors shall also have the power, if such power is conferred upon the
Board of Directors by the Certificate of Incorporation, as amended from time
to time, to adopt, amend or repeal Bylaws by a vote of the majority of the
Board of Directors unless a greater or different vote is required pursuant to
the provisions of the Bylaws, the Certificate of Incorporation or any
applicable provision of law.

          (b)   Notwithstanding any other provisions of these Bylaws or any
provision of law which might otherwise permit a lesser vote or no vote, but
in addition to any affirmative vote of the holders of any particular class or
series of the Voting Stock required by law, the Certificate of Incorporation,
as amended from time to time, or any Preferred Stock Designation (as the term
is defined in the Certificate of Incorporation, as amended), the affirmative
vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) of
the voting power of all of the then-outstanding shares of the Voting Stock,
voting together as a single class, shall be required to alter, amend or
repeal this paragraph (b) or Section 2, Section 5 or Section 10 of Article II
or Section 1, Section 2 or Section 13 of Article III of these Bylaws.

          (c)   Notwithstanding any other provisions of these Bylaws or any
provision of law which might otherwise permit a lesser vote or no vote, but
in addition to any affirmative vote of the holders of any particular class or
series of the Voting Stock required by law, the Certificate of Incorporation,
as amended from time to time, or any Preferred Stock Designation (as the term
is defined in the Certificate of Incorporation, as amended), the affirmative
vote of at least sixty-six and two-thirds percent (66-2/3%) of the Directors
shall be required to alter, amend or repeal this paragraph (c) or Section 2,
Section 5 or Section 10 of Article II or Section 1, Section 2 or Section 13
of Article III of these Bylaws.

                                     -16-

<PAGE>

                            CERTIFICATE OF ASSISTANT SECRETARY

     The undersigned, being the Assistant Secretary of RUBIO'S RESTAURANTS,
INC., a Delaware corporation, does hereby certify the foregoing to be the
Bylaws of said corporation, as adopted by a majority of the stockholders and
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 March 26, 1999.


                                          /s/ RAFAEL RUBIO
                                          -------------------------------------
                                          Rafael Rubio, Assistant Secretary

Source: OneCLE Business Contracts.