BRINKER INTERNATIONAL INC
10-Q, 1996-02-09
EATING PLACES
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                                   FORM 10Q



                      SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON D.C. 20549

              QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE

                        SECURITIES EXCHANGE ACT OF 1934


For the Quarter Ended December 27, 1995

Commission File Number 1-10275



                          BRINKER INTERNATIONAL, INC.

            (Exact name of registrant as specified in its charter)



        DELAWARE                                         75-1914582
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                        Identification No.)



                     6820 LBJ FREEWAY, DALLAS, TEXAS 75240
                   (Address of principal executive offices)
                                  (Zip Code)


                                (214) 980-9917
             (Registrant's telephone number, including area code)



Indicate  by check  mark  whether the  registrant (1)  has  filed all  reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934  during the  preceding 12  months (or  for such  shorter period  that the
registrant  was required to  file such reports),  and (2) has  been subject to
such filing requirements for the past 90 days.


Yes  X      No     


Number of shares  of common  stock of registrant  outstanding at  December 27,
1995:  76,617,908.




                          BRINKER INTERNATIONAL, INC.

                                     INDEX


Part I      Financial Information


              Condensed Consolidated Balance Sheets -
                  December 27, 1995 and June 28, 1995                   3-4


              Condensed Consolidated Statements of Operations -
                  Thirteen Weeks and Twenty-Six Weeks
                  ended December 27, 1995 and December 28, 1994          5


              Condensed Consolidated Statements of Cash Flows -
                  Twenty-Six Weeks ended December 27, 1995 and
                  December 28, 1994                                      6


              Notes to Condensed Consolidated Financial Statements      7-8


              Management's Discussion and Analysis of
                  Financial Condition and Results of Operations         8-12



Part II     Other Information                                            12

<TABLE>
<CAPTION>
                                      BRINKER INTERNATIONAL, INC.
                                 CONDENSED CONSOLIDATED BALANCE SHEETS
                                            (In thousands)
                                              (Unaudited)

                                         DECEMBER 27, 1995        JUNE 28, 1995
  <S>                                       <C> <C>               <C> <C>

ASSETS

Current Assets:
  Cash and Cash Equivalents                 $   44,492            $   38,780
  Accounts Receivable                           14,400                17,952
  Assets Held for Sale and Leaseback                93                    68
  Inventories                                   10,928                10,312
  Prepaid Expenses                              23,716                22,485
  Deferred Income Taxes                          4,345                 4,389

      Total Current Assets                      97,974                93,986


Property and Equipment, at Cost:
  Land                                          146,967              148,123
  Buildings and Leasehold Improvements          379,609              358,717
  Furniture and Equipment                       220,992              214,275
  Construction-in-Progress                       40,189               49,500
                                                787,757              770,615

  Less Accumulated Depreciation                 229,880              202,542

      Net Property and Equipment                557,877              568,073


Other Assets:
  Marketable Securities                          33,088               34,696
  Goodwill                                       73,988                9,708
  Other                                          33,738               26,342

      Total Other Assets                        140,814               70,746

            Total Assets                    $   796,665           $  732,805


      See Accompanying Notes to Condensed Consolidated Financial Statements
</TABLE>

<TABLE>
<CAPTION>
                                      BRINKER INTERNATIONAL, INC.
                                 CONDENSED CONSOLIDATED BALANCE SHEETS
                          (In thousands, except share and par value amounts)
                                              (Unaudited)

                                         DECEMBER 27, 1995        JUNE 28, 1995
<S>                                         <C>                   <C>

LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
  Current Installments of Long-term Debt    $      393            $    1,593
  Accounts Payable                              22,404                34,252
  Accrued Liabilities                           68,073                60,518

      Total Current Liabilities                 90,870                96,363


Long-term Debt, Less Current Installments      102,784               103,086
Deferred Income Taxes                           13,685                13,497
Other Liabilities                               22,685                23,062
Commitments and Contingencies


Shareholders' Equity:
  Preferred Stock-1,000,000 Authorized Shares;
    $1.00 Par Value; No Shares Issued             ---                    ---
  Common Stock-250,000,000 Authorized Shares;
    $.10 Par Value; 76,617,908 and 72,073,597
    Shares Issued and Outstanding at
    December 27, 1995 and June 28, 1995,
    Respectively                                 7,662                 7,207
  Additional Paid-In Capital                   257,921               190,919
  Unrealized Loss on Marketable
    Securities                                  (1,090)               (1,451)
  Retained Earnings                            302,148               300,122

      Total Shareholders' Equity               566,641               496,797

            Total Liabilities and
                  Shareholders' Equity      $  796,665            $  732,805


      See Accompanying Notes to Condensed Consolidated Financial Statements
</TABLE>

<TABLE>
<CAPTION>
                                      BRINKER INTERNATIONAL, INC.
                            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                               (In thousands, except per share amounts)
                                              (Unaudited)


                              13 Weeks Ended               26 Weeks Ended
                       Dec. 27, 1995  Dec. 28, 1994  Dec. 27, 1995  Dec. 28, 1994
<S>                     <C> <C>        <C> <C>        <C> <C>        <C> <C>

Revenues                $   289,656    $   246,607    $   579,116    $   493,679

Costs and Expenses:
  Cost of Sales              83,675         67,097        167,333        133,373
  Restaurant Expenses       156,109        128,475        309,014        255,322
  Depreciation and
    Amortization             16,201         14,163         32,273         27,949
  General & Administrative   13,578         12,636         26,575         24,860
  Interest Expense              892            ---          1,659            ---
  Gain on Sales of Concepts  (9,262)           ---         (9,262)           ---
  Restructuring Charge       50,000            ---         50,000            ---
  Other, Net                   (687)          (492)        (1,593)        (1,309)

  Total Costs and
    Expenses                310,506        221,879        575,999        440,195


Income (Loss) Before
  Provision for Income
  Taxes                     (20,850)        24,728          3,117         53,484
Provision for Income
  Taxes                      (7,297)         8,655          1,091         18,863

  Net Income (Loss)     $   (13,553)   $    16,073    $     2,026    $    34,621

Primary and Fully
  Diluted Net
  Income Per Share      $     (0.18)   $      0.22    $      0.03    $      0.46

Primary Weighted Average
  Shares Outstanding         76,626         74,391         76,932         74,584

Fully Diluted Weighted
  Average Shares
  Outstanding                76,626         74,391         76,987         74,653

      See Accompanying Notes to Condensed Consolidated Financial Statements
</TABLE>

<TABLE>
<CAPTION>
                                      BRINKER INTERNATIONAL, INC.
                            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                            (In thousands)
                                              (Unaudited)

                                                  Twenty-Six Weeks Ended
                                           December 27, 1995    December 28, 1994
<S>                                            <C>            <C>

CASH FLOW FROM OPERATING ACTIVITIES:
Net Income                                     $  2,026       $  34,621
Adjustments to Reconcile Net Income to
  Net Cash Provided by Operating Activities:
  Depreciation of Property and Equipment        27,417           23,041
  Amortization of Other Assets                   4,856            4,908
  Gain on Sales of Concepts                     (9,262)             ---
  Restructuring Charge                          50,000              ---
  Net Loss on Sales of Marketable Securities       597              ---
  Changes in Assets and Liabilities, Excluding
      Effects of Acquisitions and Dispositions:
    Decrease (Increase) in Accounts Receivable   4,457           (5,326)
    Increase in Inventories                     (1,325)          (1,152)
    Increase in Prepaid Expenses                (2,988)          (2,063)
    Increase in Other Assets                    (8,000)          (8,790)
    Decrease in Accounts Payable                (28,549)         (3,699)
    Increase (Decrease) in Accrued Liabilities  (7,559)           2,384
    Increase in Deferred Income Taxes               48            2,547
    Decrease in Other Liabilities                 (281)          (1,843)

  Net Cash Provided by Operating Activities     31,437           44,628

CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for Property and Equipment            (100,339)        (76,508)
Purchases of Marketable Securities              (13,923)         (4,923)
Proceeds from Sales of Marketable Securities    15,479           18,594
Proceeds from Sales of Concepts                  73,115             ---
Other                                               350             (38)

  Net Cash Used in Investing Activities        (25,318)         (62,875)

CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings of Short-term Debt                      ---           12,050
Payments of Long-term Debt                       (1,502)         (1,332)
Proceeds from Issuances of Common Stock          1,095            4,895

  Net Cash Provided by (Used in)
      Financing Activities                        (407)          15,613

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                5,712          (2,634)
CASH AND CASH EQUIVALENTS AT BEGINNING
  OF PERIOD                                      38,780           3,743
CASH AND CASH EQUIVALENTS AT END
  OF PERIOD                                    $ 44,492         $ 1,109

CASH PAID DURING THE PERIOD:
  Income Taxes, Net                            $ 15,003         $21,107
  Interest, Net of Amounts Capitalized         $  1,594         $   ---

NON-CASH INVESTING AND FINANCING ACTIVITY:
  Common Stock Issued in Connection
      With Acquisitions                        $ 66,362         $  ---
  Notes Received in Connection with Sales
      of Concepts                              $  9,800         $  ---


      See Accompanying Notes to Condensed Consolidated Financial Statements
</TABLE>


                          BRINKER INTERNATIONAL, INC.
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

1.    Basis of Presentation

      The    condensed   consolidated   financial    statements   of   Brinker
      International,  Inc. ("Company")  as of  December 27, 1995  and June 28,
      1995  and for the thirteen weeks and twenty-six weeks ended December 27,
      1995 and December 28, 1994 have been prepared by the Company pursuant to
      the rules and  regulations of  the Securities  and Exchange  Commission.
      The Company owns and operates six restaurant concepts under the names of
      Chili's Grill &  Bar  ("Chili's"), Romano's  Macaroni  Grill  ("Macaroni
      Grill"),  On  The Border  Cafes ("On  The Border"),  Cozymel's -  A Very
      Mexican Grill ("Cozymel's"), Maggiano's Little Italy ("Maggiano's"), and
      Corner Bakery. 

      The information furnished herein reflects all adjustments (consisting of
      normal  recurring accruals and adjustments) which are, in the opinion of
      management,  necessary  to fairly  state the  operating results  for the
      respective  periods.    Certain  information  and  footnote  disclosures
      normally included in annual  financial statements prepared in accordance
      with generally accepted accounting principles have been omitted pursuant
      to such rules and regulations.   The notes to the condensed consolidated
      financial statements should be read in conjunction with the notes to the
      consolidated  financial  statements  contained   in  the  June 28,  1995
      Form 10-K.    Company  management  believes  that  the  disclosures  are
      sufficient for interim financial reporting purposes.

2.    Net Income (Loss) Per Share

      Both primary and fully diluted net income (loss) per share  are based on
      the  weighted average  number of  shares outstanding  during the  period
      increased by  common equivalent shares (stock  options) determined using
      the  treasury  stock method.  Common  equivalent shares  for  the second
      quarter of  fiscal  1996  are  excluded from  the  net  loss  per  share
      computation because they were anti-dilutive.

3.    Restructuring Related Items

      The  Company  recorded a  $50  million restructuring  charge  during the
      thirteen  weeks ended  December 27, 1995  related to  the adoption  of a
      strategic  plan which includes the disposition or conversion of 30 to 40
      Company-owned restaurants that  have not met management's  expectations.
      The charge resulted in a reduction  in net income of approximately $32.5
      million ($0.42 per  share) and  primarily relates to  the write-down  of
      property  and equipment to net  realizable value, costs  to settle lease
      obligations,  and the  write-off of  other assets.   As  of December 27,
      1995,   the  remaining   balance  of   the  restructuring   reserve  was
      approximately $10 million and primarily relates to costs to settle lease
      obligations which are expected to be  settled by the end of fiscal 1996.
      The results of operations from restaurants that will be disposed are not
      material.

      In addition, the  Company completed  the sales of  the Grady's  American
      Grill,  Spageddies  Italian  Kitchen, and  the  Kona  Ranch Steak  House
      concepts during the second quarter of fiscal 1996, recognizing a gain of
      approximately $9.3 million.

4.    Subsequent Event

      On January 30,  1996, the Board  of Directors  of the Company  adopted a
      Stockholder Protection  Rights Plan (the "Plan") and declared a dividend
      of one  right on  each  outstanding share  of common  stock, payable  on
      February 9,  1996.   The rights  will be evidenced  by the  common stock
      certificates,  will automatically trade with the  common stock, and will
      not be  exercisable until it  is announced  that a person  or group  has
      become  an  Acquiring  Person, as  defined  in  the  Plan.   Thereafter,
      separate rights certificates  will be distributed and  each right (other
      than  rights beneficially owned  by any Acquiring  Person) will entitle,
      among  other things,  its holder to  purchase, for an  exercise price of
      $60, a  number of shares of  the Company's common stock  having a market
      value  of twice the exercise  price.  The rights  may be redeemed by the
      Board  of  Directors for  $0.01  per  right prior  to  the  date of  the
      announcement that a person or group has become an Acquiring Person.


                    Management's Discussion and Analysis of
                 Financial Condition and Results of Operations


The  following table sets  forth selected  operating data  as a  percentage of
total revenues for the periods indicated.  All information is derived from the
accompanying Condensed Consolidated Statements of Operations.

<TABLE>
                              13 Weeks Ended               26 Weeks Ended
                       Dec. 27, 1995  Dec. 28, 1994  Dec. 27, 1995  Dec. 28, 1994
<S>                         <C>           <C>            <C>           <C>

Revenues                    100.0%        100.0%         100.0%        100.0%

Costs and Expenses:
  Cost of Sales              28.9%         27.2%          28.9%         27.0%
  Restaurant Expenses        53.9%         52.1%          53.4%         51.7%
  Depreciation and
    Amortization              5.6%          5.7%           5.6%          5.7%
  General & Administrative    4.7%          5.1%           4.6%          5.0%
  Interest Expense            0.3%          ---            0.3%          ---
  Other, Net                 (0.2)%        (0.1)%         (0.3)%        (0.2)%

  Total Costs & Expenses
    Before Restructuring
    Related Items            93.2%         90.0%          92.5%         89.2%


  Gain on Sales of Concepts  (3.2)%         ---           (1.6)%         ---
  Restructuring Charge       17.2%          ---            8.6%          ---

  Total Costs & Expenses
    After Restructuring
    Related Items           107.2%         90.0%          99.5%         89.2%

Income (Loss) Before
  Provision for Income
  Taxes                      (7.2)%        10.0%           0.5%         10.8%
Provision for Income Taxes   (2.5)%         3.5%           0.2%          3.8%

  Net Income (Loss)          (4.7)%         6.5%           0.3%          7.0%
</TABLE>

The table below details  the number of  restaurant openings during the  second
quarter  and year-to-date, as well as total  number of restaurants open at the
end of the second quarter.
<TABLE>

                                                                   Total Open at End
                  2nd Quarter Openings     Year-to-Date Openings   of Second Quarter
                  Fiscal        Fiscal     Fiscal         Fiscal   Fiscal      Fiscal
                   1996          1995       1996           1995     1996        1995 
  <S>               <C>           <C>        <C>            <C>     <C>         <C>

Chili's:
  Company-owned     11             6         25             22      339         302
  Franchised         7             9         15             17      123          95
    Total           18            15         40             39      462         397

Macaroni Grill:
  Company-owned      7             7         11             11       61          45
  Franchised         1            --          1             --        2           1
    Total            8             7         12             11       63          46

On The Border:
  Company-owned      2             1          4              1       19          15
  Franchised        --            --         --             --        4           6
    Total            2             1          4              1       23          21

Cozymel's:
  Company-owned      2            --          3             --        6           1
  Joint Venture     --            --         --             --       --           1
    Total            2            --          3             --        6           2

Maggiano's          --            --         --             --        3          --

Corner Bakery        1            --          2             --        6          --

Wildfire:
  Joint Venture      1            --          1             --        1          --

Grady's              1             5          6              6        4 (a)        39

Spageddies:
  Company-owned      1             3          4              3        4 (a)         9
  Franchised         1             1          2              1       --           1
    Total            2             4          6              4        4          10

  Grand Total       35            32         74             61      572         515


(a)  Subsequent to the end of the second quarter of fiscal 1996, two Grady's and four Spageddies restaurants were closed.
</TABLE>

REVENUES

Revenues for the  second quarter of fiscal  1996 increased to $289.7  million,
17.5% over the  $246.6 million generated for the same  quarter of fiscal 1995.
Revenues for the twenty-six weeks ended December 27, 1995 rose 17.3% to $579.1
million from the $493.7 million generated for the same period  of fiscal 1995.
The increase  is primarily attributable to the 93 Company-operated restaurants
opened  or  acquired  since December 28,  1994.    The  Company increased  its
capacity (as measured in store weeks) for the  second quarter and year-to-date
of fiscal 1996  by 19.1% and  19.8%, respectively, compared to  the respective
prior  year periods.   Average  weekly sales  declined 1.5%  and 2.2%  for the
second quarter and year-to-date, respectively, from the same periods of fiscal
1995.

COSTS AND EXPENSES (as a percent of Revenues)

Cost of sales increased to 28.9%  for both the second quarter and year-to-date
of  fiscal  1996.   Unfavorable commodity  prices  were experienced  for meat,
poultry, alcoholic and nonalcoholic  beverages, pasta, and oils.   Product mix
shifts toward higher cost menu items and increases in portion sizes on various
Chili's menu items also contributed to the increase.

Restaurant expenses increased on  both a comparative second quarter  and year-
to-date  basis, primarily as  a result of  increases in management  and hourly
labor.   The increase in  management labor is due to  increases in base pay to
remain competitive in  the industry.   At the  restaurant level, hourly  labor
costs are up  due to increases in the number of  floor staff to provide better
customer  service as  well as wage  rate increases  in order  to meet industry
competition and retain quality employees.

Depreciation and  amortization decreased slightly for both  the second quarter
and year-to-date  of fiscal 1996.    A  decrease in per-unit  depreciation and
amortization due to  a declining depreciable  asset base  for older units  and
higher  average sales volumes of  new restaurants offset  increases related to
new unit construction costs and ongoing remodel costs.

General and administrative expenses  declined in the second quarter  and year-
to-date of fiscal  1996 compared to the respective fiscal  1995 periods due to
decreased profit sharing expenses, the Company's ongoing  focus on controlling
corporate overhead,  and efficiencies  realized from increased  investments in
computer   hardware  and  software.    The  dollar  increase  in  general  and
administrative expenses is  due to additional staff and support as the Company
expands its restaurant concepts.

Interest expense, net of amounts capitalized, increased due to the issuance of
$100 million of unsecured senior notes by the Company in April 1995.

Other, net, increased slightly for both the second quarter and year-to-date of
fiscal  1996.   Increased  interest  and dividend  income  as a  result  of an
increase in the investment portfolio  balance was offset partially by the  net
loss on sales of marketable securities.

RESTRUCTURING RELATED ITEMS

In October  1995, the Board of  Directors of the Company  approved a strategic
plan intended to support the Company's long term growth target that focuses on
continued development  of  those restaurant  concepts that  have the  greatest
return potential  for the Company and  its shareholders.   In conjunction with
this  plan, the  Company will  dispose of  or convert  30 to  40 Company-owned
restaurants that  have not met  management's expectations.   The restructuring
actions began during the second  quarter and are expected to be  substantially
completed by the end  of fiscal 1996.   The Company  recorded a $50.0  million
restructuring  charge during  the thirteen  weeks  ended December 27,  1995 to
cover cost related to the execution of this plan, primarily  the write-down of
property  and equipment  to  net  realizable  value,  costs  to  settle  lease
obligations, and  the write-off  of other  assets.  In  addition, the  Company
completed the sales of the Grady's American Grill, Spageddies Italian Kitchen,
and the Kona Ranch  Steak House concepts during the   second quarter of fiscal
1996, recognizing a gain of approximately $9.3 million.

INCOME TAXES

The Company's effective income tax  rate was 35.0% for the second  quarter and
year-to-date  of fiscal 1996 compared to 35.0%  and 35.3% for the same periods
of fiscal 1995,  respectively.  The fiscal 1996 effective  income tax rate has
decreased as a result of an increase in federal FICA tip credits.

NET INCOME AND NET INCOME PER SHARE

Operating  results  before restructuring  related  items  (gain  on  sales  of
concepts and restructuring charge) for the second quarter and year-to-date are
summarized as follows (in millions, except per share amounts):

<TABLE>
                                        13 Weeks Ended             26 Weeks Ended   
                                      Dec. 27,   Dec. 28,      Dec. 27,     Dec. 28,
                                       1995       1994          1995         1994  
  <S>                                <C>       <C>           <C>          <C>

Income Before Restructuring
  Related Items and Income Taxes     $ 19.9    $ 24.7        $ 43.8       $ 53.5
Income Taxes Before Restructuring
  Related Items                         7.0       8.6          15.3         18.9

Net Income Before Restructuring
  Related Items                      $ 12.9    $ 16.1        $ 28.5       $ 34.6

Net Income Per Share Before
  Restructuring Related Items        $ 0.17    $ 0.22        $ 0.37       $ 0.46
</TABLE>

Net income before restructuring related items for the second quarter and year-
to-date  declined  19.6% and  17.7%,  respectively, compared  to  fiscal 1995.
Primary net income per share before restructuring related items for the second
quarter and year-to-date declined 22.7% and 19.6%, respectively.  The decrease
in  net income before restructuring related items  in light of the increase in
revenues  was  due to  the  decline  in average  weekly  store  sales and  the
increases in costs and expenses mentioned above.  

IMPACT OF INFLATION

The Company has not  experienced a significant overall impact  from inflation.
As  operating expenses  increase,  the Company,  to  the extent  permitted  by
competition, recovers increased costs by raising menu prices.

LIQUIDITY AND CAPITAL RESOURCES

Working  capital increased from a deficit of  $2.4 million at June 28, 1995 to
$7.1 million at December  27, 1995, due to proceeds received from the sales of
concepts  offset primarily by the  recording of the  restructuring reserve and
the Company's capital expenditures.  Net cash provided by operating activities
decreased to  $31.4 million  for  the first  half of  fiscal  1996 from  $44.6
million during  the same period  in fiscal 1995  due to timing  of operational
receipts and payments. 

Long-term debt outstanding at  December 27, 1995 consisted of $100  million of
unsecured  senior notes and obligations under capital leases.  At December 27,
1995, the Company had $238 million in available funds from credit facilities.

During October 1995, The  Company announced the  approval of a strategic  plan
which  includes  the disposition  of certain  Company-owned restaurants.   The
dispositions are expected to  generate net cash proceeds of  approximately $15
to $20  million through fiscal 1997.   Furthermore, the Company  completed the
sales of three of its concepts during the second quarter which resulted in net
cash proceeds of approximately $73 million.

Capital expenditures were $100.3 million for the six months ended December 27,
1995 as compared  to $76.5 million  last year.  Purchases  of land for  future
restaurant sites,  new restaurants  under construction,  purchases of  new and
replacement  restaurant furniture  and equipment,  and the  ongoing remodeling
program  were  responsible  for  the  increased  expenditures.    The  Company
estimates  that  its  capital  expenditures  during  the  third  quarter  will
approximate  $60  million.   These capital  expenditures  will be  funded from
internal operations, cash equivalents,  income earned from investments, build-
to-suit  lease agreements with landlords, proceeds from the sales of concepts,
and drawdowns on the Company's available lines of credit.

The Company is not  aware of any other event or  trend which would potentially
affect its  liquidity.  In the event  such a trend would  develop, the Company
believes that  there are sufficient funds  available to it under  the lines of
credit and strong  internal cash generating capabilities to  adequately manage
the expansion of business. 


                          PART II.  OTHER INFORMATION

Item 4:     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The  Company's Proxy Statement dated September 26, 1995 for the Annual Meeting
of Shareholders held  on November 2, 1995,  as filed  with the Securities  and
Exchange  Commission   on  September 25,  1995,  is   incorporated  herein  by
reference.

(a)   The   Annual  Meeting  of  Shareholders  of  the  Company  was  held  on
November 2, 1995.

(b)   Each of the management's  nominees, as described in the  Proxy Statement
      referenced above, was elected  a director to hold office  until the next
      annual meeting of  shareholders or until his or her successor is elected
      and qualified.

Number of Affirmative Votes Cast       Number of Withhold Authority Votes Cast

              64,843,019                                208,854  

(c)   The following matters were also voted  upon at the meeting and  approved
      by the shareholders:

      (i)   approval  of an  amendment to  the Company's 1992  Incentive Stock
            Option Plan

      Number of Affirmative Votes Cast          Number of Negative Votes Cast

              46,598,207                          18,244,775  

                            Number of Abstain Votes Cast

                                         208,891  

Item 6:     EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibit 27  Financial Data Schedule.  Filed with EDGAR version.

(b)   A current report on Form 8-K, dated October 18, 1995, was filed with the
      Securities and Exchange Commission on  November 3, 1995.  This  Form 8-K
      contained  the  text of  two  press releases  issued  by the  Company on
      October 18,  1995 and  November 2,  1995.   The  October 18, 1995  press
      release announced  (i) the Company's earnings  for the first  quarter of
      its 1996 fiscal year and (ii) the adoption of a strategic  plan to focus
      future  restaurant development  of  those restaurant  concepts with  the
      greatest return potential to the Company and to dispose of or convert 30
      to  40 restaurants  that did  not meet  management's expectations.   The
      November 2,  1995 press  release announced  the execution  of agreements
      providing  for the  sale of  the Grady's  American Grill  and Spageddies
      Italian Kitchen concepts to Quality Dining, Inc.


                                  SIGNATURES


Pursuant  to  the requirements  of the  Securities Exchange  Act of  1934, the
Company  has  duly caused  this  report to  be  signed on  its  behalf  by the
undersigned thereunto duly authorized.


                              BRINKER INTERNATIONAL, INC.



Date: February 9, 1996        By: /Ronald A. McDougall                        
                                 Ronald A. McDougall, President and Chief
                                 Operating Officer
                                 (Duly Authorized Signatory)



Date: February 9, 1996        By: /Debra L. Smithart                          
                                 Debra L. Smithart, Executive Vice President
                                 and Chief Financial Officer
                                (Principal Financial and Accounting Officer)
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S SECOND QUARTER FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FORM 10-Q.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   QTR-2
<FISCAL-YEAR-END>                          JUN-26-1996
<PERIOD-END>                               DEC-27-1995
<CASH>                                          44,492
<SECURITIES>                                    33,088
<RECEIVABLES>                                   14,637
<ALLOWANCES>                                     (237)
<INVENTORY>                                     10,928
<CURRENT-ASSETS>                                97,974
<PP&E>                                         787,757
<DEPRECIATION>                               (229,880)
<TOTAL-ASSETS>                                 796,665
<CURRENT-LIABILITIES>                           90,870
<BONDS>                                        100,000
<COMMON>                                         7,662
                                0
                                          0
<OTHER-SE>                                     558,979
<TOTAL-LIABILITY-AND-EQUITY>                   796,665
<SALES>                                        286,655
<TOTAL-REVENUES>                               289,656
<CGS>                                           83,675
<TOTAL-COSTS>                                  185,828
<OTHER-EXPENSES>                                40,051
<LOSS-PROVISION>                                    60
<INTEREST-EXPENSE>                                 892
<INCOME-PRETAX>                               (20,850)
<INCOME-TAX>                                   (7,297)
<INCOME-CONTINUING>                           (13,553)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (13,553)
<EPS-PRIMARY>                                   (0.18)
<EPS-DILUTED>                                   (0.18)
        

</TABLE>


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