BRINKER INTERNATIONAL INC
10-K, 1998-09-18
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               SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                           FORM 10-K

        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended June 24, 1998        Commission File No. 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)

                 Registrant's telephone number,
               including area code (972) 980-9917

Securities registered pursuant to Section 12(b) of the Act:

                      Title of Each Class
                 Common Stock, $0.10 par value
                     Stock Purchase Rights

Securities registered pursuant to Section 12(g) of the Act:  None


      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

      Indicate  by check mark if disclosure of delinquent  filers
pursuant  to Item 405 of Regulation S-K is not contained  herein,
and  will  not  be  contained, to the best  of  the  registrant's
knowledge,   in   definitive  proxy  or  information   statements
incorporated by reference in Part III of this Form  10-K  or  any
amendment to this Form 10-K.  ___

      The  aggregate  market value of the voting  stock  held  by
persons  other  than  directors and officers of  registrant  (who
might  be deemed to be affiliates of registrant) at September  1,
1998 was $1,149,450,489.

      Indicate  the number of shares outstanding of each  of  the
registrant's   classes  of  common  stock,  as  of   the   latest
practicable date.

                                        Outstanding at
     Class                              September 1, 1998

Common Stock, $0.10 par value           65,859,510 shares


              DOCUMENTS INCORPORATED BY REFERENCE

      Portions  of the registrant's Annual Report to Shareholders
for  the  fiscal  year  ended June 24, 1998 are  incorporated  by
reference into Parts I, II and IV hereof, to the extent indicated
herein.   Portions  of  the registrant's  Proxy  Statement  dated
September  18,  1998, for its annual meeting of  shareholders  on
October  29,  1998, are incorporated by reference into  Part  III
hereof, to the extent indicated herein.

                             PART I

Item 1.   BUSINESS.

      General

           Brinker   International,  Inc.  (the   "Company")   is
      principally  engaged  in  the  operation,  development  and
      franchising   of  the  Chili's  Grill  &  Bar  ("Chili's"),
      Romano's  Macaroni Grill ("Macaroni Grill"), On The  Border
      Mexican  Cafe ("On The Border"), Cozymel's Coastal  Mexican
      Grill     ("Cozymel's"),    Maggiano's     Little     Italy
      ("Maggiano's"),  and  the Corner Bakery  ("Corner  Bakery")
      restaurant concepts.  In addition, the Company is  involved
      in  the operation and development of the Eatzi's Market and
      Bakery  ("Eatzi's"),  Big Bowl ("Big Bowl"),  and  Wildfire
      ("Wildfire")  concepts.  The Company  was  organized  under
      the  laws  of  the State of Delaware in September  1983  to
      succeed to the business operated by Chili's, Inc., a  Texas
      corporation,  organized  in  August  1977.    The   Company
      completed  the  acquisitions  of  Macaroni  Grill,  On  The
      Border,   Cozymel's,  Maggiano's,  and  Corner  Bakery   in
      November  1989,  May  1994, July  1995,  August  1995,  and
      August 1995, respectively.

      Restaurant Concepts and Menus

      Chili's Grill & Bar

            Chili's   is   a   full-service   Southwestern-themed
      restaurant,  featuring  a casual atmosphere  and  a  varied
      menu   of   chicken,  beef  and  seafood  entrees,  steaks,
      hamburgers,  ribs, fajitas, sandwiches, salads,  appetizers
      and  desserts,  all  of  which  are  prepared  fresh  daily
      according to special Chili's recipes.

           Chili's  restaurants  feature  quick,  efficient   and
      friendly   table  service  designed  to  minimize  customer
      waiting  time  and  facilitate  table  turnover,  with   an
      average  turnover  time  per  table  of  approximately   45
      minutes.  Service personnel are dressed casually in  jeans,
      knit  shirts  and aprons to reinforce the casual,  informal
      environment. The decor of a Chili's restaurant consists  of
      booth  seating,  tile-top tables, hanging plants  and  wood
      and brick walls covered with interesting memorabilia.

          Emphasis  is placed on serving substantial portions  of
      fresh,   high  quality  food  at  modest  prices.    Entree
      selections  range in menu price from $4.99 to $12.99,  with
      the   average   revenue   per  meal,  including   alcoholic
      beverages,  approximating $9.87 per person.  A full-service
      bar  is  available at each Chili's restaurant, with  frozen
      margaritas  offered  as  the  concept's  specialty   drink.
      During   the   year   ended  June  24,   1998,   food   and
      non-alcoholic   beverage  sales  constituted  approximately
      86.7%  of  the  concept's total restaurant  revenues,  with
      alcoholic  beverage  sales  accounting  for  the  remaining
      13.3%.

      Romano's Macaroni Grill

          Macaroni  Grill  is  a  casual,  country-style  Italian
      restaurant  which specializes in family-style  recipes  and
      features  seafood,  meat, chicken,  pasta,  salads,  pizza,
      appetizers  and desserts with a full-service  bar  in  most
      restaurants.    Exhibition   cooking,   pizza   ovens   and
      rotisseries   provide   an   enthusiastic   and    exciting
      environment    in   the   restaurants.    Macaroni    Grill
      restaurants   also  feature  white  linen-clothed   tables,
      fireplaces, sous stations and prominent displays of  wines.
      Service  personnel  are dressed in white,  starched  shirts
      and aprons, dark slacks, and bright ties.

          Entree  selections range in menu price  from  $5.29  to
      $16.99  with  certain specialty items  priced  on  a  daily
      basis.   The average revenue per meal, including  alcoholic
      beverages,  is approximately $13.65 per person. During  the
      year  ended June 24, 1998, food and non-alcoholic  beverage
      sales  constituted  approximately 85.6%  of  the  concept's
      total  restaurant revenues, with alcoholic  beverage  sales
      accounting for the remaining 14.4%.

      On The Border Mexican Cafe

          On The Border restaurants are full-service, casual Tex-
      Mex    theme    restaurants   featuring    mesquite-grilled
      specialties and traditional Tex-Mex entrees and  appetizers
      served  in  generous  portions at modest  prices.   On  The
      Border  restaurants  feature  an  outdoor  patio,  a  full-
      service  bar,  booth and table seating and brick  and  wood
      walls  with  a Southwest decor.  On The Border  restaurants
      also  offer enthusiastic table service intended to minimize
      customer  waiting time and facilitate table turnover  while
      simultaneously  providing  customers  with   a   satisfying
      casual dining experience.

          Entree  selections range in menu price  from  $5.55  to
      $12.99,  with  the  average  revenue  per  meal,  including
      alcoholic  beverages,  approximating  $11.36  per   person.
      During  the  year  ended  June  24,  1998,  food  and  non-
      alcoholic  beverage  sales constituted approximately  78.3%
      of  the concept's total restaurant revenues, with alcoholic
      beverage sales accounting for the remaining 21.7%.

      Cozymel's Coastal Mexican Grill

          Cozymel's  restaurants  are casual,  upscale  authentic
      Yucatan restaurants featuring fish, chicken, beef and  pork
      entrees,  appetizers,  desserts  and  a  full-service   bar
      featuring  a  wide  variety of specialty frozen  beverages.
      Cozymel's   restaurants   offer   an   authentic   "Yucatan
      vacation" atmosphere, which includes an outdoor patio.

          Entree  selections range in menu price  from  $5.49  to
      $12.99   with  the  average  revenue  per  meal,  including
      alcoholic  beverages,  approximating  $13.36  per   person.
      During  the  year  ended  June  24,  1998,  food  and  non-
      alcoholic  beverage  sales constituted approximately  74.8%
      of  the concept's total restaurant revenues, with alcoholic
      beverages accounting for the remaining 25.2%.

      Maggiano's Little Italy

          Maggiano's  restaurants  are designed  as  classic  re-
      creations of a New York City pre-war "Little Italy"  dinner
      house.   Each  of the Maggiano's restaurants is  a  casual,
      full-service  Italian  restaurant with  a  full  lunch  and
      dinner  menu, a family-style menu, and banquet  facilities,
      offering  southern  Italian  appetizers,  homemade   bread,
      large  portions of pasta, chicken, seafood, veal and steak,
      and   a   full   range  of  alcoholic  beverages.    Entree
      selections  range in menu price from $6.95 to $29.95,  with
      the   average   revenue   per  meal,  including   alcoholic
      beverages,  approximating $23.23 per  person.   During  the
      year  ended June 24, 1998, food and non-alcoholic  beverage
      sales  constituted  approximately 79.3%  of  the  concept's
      total  restaurant revenues, with alcoholic  beverage  sales
      accounting for the remaining 20.7%.

      Corner Bakery

          The Corner Bakery is designed as a retail bakery in the
      traditional,  Old  World bread bakery  style.   The  Corner
      Bakery   offers   handmade  hearth-baked   loaves,   rolls,
      muffins,  brownies,  cookies and  specialty  items  all  of
      which  are  created  fresh daily  by  artisan  bakers.  The
      breads  offered  by  the Corner Bakery  include  baguettes,
      crusty  country breads, country and specialty  breads  such
      as  raisin-pecan,  Kalamata olive,  chocolate  sour-cherry,
      cranberry-orange,  multi-grain  harvest,  and   ryes.    In
      addition,  the Corner Bakery also offers pizza, sandwiches,
      soups and salads.

          While  retaining an atmosphere of a working  Old  World
      bakery,  the  Corner  Bakery exemplifies  casual  elegance,
      with  most bakeries having both indoor and outdoor seating.
      In  addition  to  breads,  breakfast  and  dessert  sweets,
      featured   in  the  restaurants  are  chef-prepared   fresh
      salads,  soups, sandwiches and pizzas.  New  savory  foods,
      breads  and sweets are created seasonally to take advantage
      of  the  highest quality ingredients available.  The Corner
      Bakery's  catering  group  offers  a  wide  range  of  gift
      baskets,  trays  and lunch boxes for any scale  from  large
      corporate  events  to a small, personal brunch  or  catered
      dinner.   Prices for menu items range from $1.00  to  $7.95
      with  the  average  revenue per meal,  including  alcoholic
      beverages,  approximating $7.07  per  person.   During  the
      year  ended June 24, 1998, food and non-alcoholic  beverage
      sales  constituted  approximately 99.9%  of  the  concept's
      total   restaurant   revenues,  with  alcoholic   beverages
      accounting for the remaining .1%.

      Eatzi's Market and Bakery

          Eatzi's  is a home meal replacement retail store  which
      offers  customers almost everything in the  meal  spectrum,
      from  fresh  produce  and raw meats and  seafood  to  high-
      quality,  chef-prepared meals-to-go.  Eatzi's also provides
      a  tremendous  variety of "made from  scratch"  breads  and
      pastries  along with dry groceries, deli meats and cheeses,
      made-to-order   salads  and  sandwiches,  and   fresh   cut
      flowers.   Large  selections  of  non-alcoholic  beverages,
      wine, and "create your own six-pack" beer are available  to
      complete the meal.

          Eatzi's  features  an abundance of fresh,  high-quality
      meals,  openly presented in distinctive areas,  replicating
      an   energetic  European  marketplace  with  an  exhibition
      kitchen  and bakery.  The circular chef's display  case  is
      the  focal point of the store designed to channel  customer
      traffic  around  to other departments.   There  is  limited
      indoor  and outdoor seating since the emphasis is on  take-
      out  purchases.   The chefs are professionally  dressed  in
      white   chef's  coats  and  hats  with  black   and   white
      houndstooth  pants.   Retail service personnel  wear  black
      pants, white, banded collar shirts and green aprons.

           Emphasis  is  placed  on  restaurant-quality  cuisine,
      prepared  fresh  daily  by  highly  skilled  and  culinary-
      trained   chefs  using  Eatzi's  unique  recipes.   Certain
      designated  menu items are rotated periodically to  provide
      variety and to augment the core menu.  Corporate chefs  are
      constantly  developing and testing new  recipes  to  ensure
      high-quality  and  ample  variety in  addition  to  keeping
      ahead   of   the   customer's  changing   taste   profiles.
      Individual  meal selections range in price  from  $3.99  to
      $10.99  with  the  average revenue per purchase,  including
      alcoholic  beverages,  approximating  $15.00.   During  the
      year  ended June 24, 1998, food and non-alcoholic  beverage
      sales  constituted 94.7% of the concept's  total  revenues,
      with  alcoholic  beverages  accounting  for  the  remaining
      5.3%.

         Big Bowl

          Big  Bowl features contemporary Asian cuisine  prepared
      with  fresh  ingredients in a casual,  vibrant  atmosphere.
      Big  Bowl  is distinguished by its authentic, full-flavored
      menu  that  features five kinds of fresh  noodles,  chicken
      pot  stickers  and  dumplings,  hand-rolled  summer  rolls,
      seasonal  stir-fry  dishes featuring  local  produce,  wok-
      seared  fish,  and signature beverages, such as  "homemade"
      fresh  ginger ale and tropical cocktails.  Big Bowl's focus
      on  quality  means  garlic,  ginger  and  lemon  grass  are
      chopped  daily,  lemon juice is hand squeezed,  and  peanut
      sauce  is  prepared with home-roasted peanuts.  Big  Bowl's
      flavorful  broths, curry pastes, dip sauces and  condiments
      are  made  from  scratch.  Big Bowl's interactive  stir-fry
      bar  allows  the guests to help themselves to  a  "Farmers'
      Market"  array  of vegetables to be wok-cooked  with  their
      own choice of sauces and meats with noodles or rice.

          While  honoring its Asian culinary tradition, Big  Bowl
      strives  to  deliver fine quality at great value,  assisted
      by  a  service  team  carefully  trained  to  guide  guests
      through  this  new  culinary experience. Entree  selections
      range  in menu price from $6.95 to $12.95, with the average
      revenue    per   meal,   including   alcoholic   beverages,
      approximating  $16.46 per person.  During  the  year  ended
      June  24,  1998,  food  and  non-alcoholic  beverage  sales
      constituted  approximately 87.5%  of  the  concept's  total
      restaurant   revenues,   with  alcoholic   beverage   sales
      accounting for the remaining 12.5%.

         Wildfire

          Wildfire  restaurants are authentic 1940's style  steak
      houses  featuring an open kitchen consisting of a  hardwood
      burning   oven   and  rotisserie.  Each  of  the   Wildfire
      restaurants  is a casual, full-service restaurant  offering
      broiled  steaks,  chops,  fresh  seafood,  barbecued  ribs,
      pizza,  spit-roasted chicken, salads to share, and  a  full
      line  of  cocktails with a complete wine list to complement
      the  menu.  Entree selections range from $12.95 to  $26.95,
      with  the  average  revenue per meal,  including  alcoholic
      beverages,  approximating $28.84 per  person.   During  the
      year  ended June 24, 1998, food and non-alcoholic  beverage
      sales  constituted  approximately 77.5%  of  the  concept's
      total   restaurant   revenues,  with  alcoholic   beverages
      accounting for the remaining 22.5%.

         Restaurant Locations

          At  June  24,  1998, the Company's system  of  company-
      operated,  joint venture and franchised units included  806
      restaurants   located  in  46  states,  Washington,   D.C.,
      Australia,  Canada,  China, Egypt, Great  Britain,  France,
      Indonesia,  Kuwait,  Malaysia, Mexico,  Peru,  Philippines,
      Puerto  Rico,  Singapore,  South  Korea,  and  United  Arab
      Emirates.   The  Company's  portfolio  of  restaurants   is
      illustrated below:


      Chili's:
        Company-Operated                      414
        Franchise                             159

      Macaroni Grill:
        Company-Operated                      111
        Franchise                               2

      On The Border:
        Company-Operated                       50
        Franchise                              15

      Cozymel's                                12

      Maggiano's                                7

      Corner Bakery                            30

      Eatzi's                                   3

      Big Bowl                                  2

      Wildfire                                  1

                                 TOTAL        806

          The  573 Chili's restaurants include domestic locations
      in  46  states  and  Washington, D.C. and  foreign
      locations   in  16  countries.   The  113  Macaroni   Grill
      restaurants  include domestic locations in  33  states  and
      foreign locations in Canada.  The On The Border, Cozymel's,
      Maggiano's,   Corner   Bakery,  Big  Bowl,   and   Wildfire
      restaurants,  and Eatzi's markets, are located  exclusively
      within  the  United States in 23, 8, 4,  7,  1,  1,  and  2
      states, respectively.

         Business Development

           The  Company's  long-term  objective  is  to  continue
      expansion   of   its   restaurant   concepts   by   opening
      Company-operated units in strategically desirable  markets.
      The  Company  intends  to  concentrate  on  development  of
      certain  identified  markets to achieve penetration  levels
      deemed  desirable by the Company in order  to  improve  the
      Company's  competitive  position, marketing  potential  and
      profitability.  Expansion efforts will be focused not  only
      on  major metropolitan areas in the United States but  also
      on  smaller market areas and nontraditional locations (such
      as  airports, kiosks, and food courts) which can adequately
      support any of the Company's restaurant concepts.

          The  Company  considers the restaurant  site  selection
      process  critical  to  its long-term  success  and  devotes
      significant  effort to the investigation of  new  locations
      utilizing a variety of sophisticated analytical techniques.
      The  site selection process focuses on a variety of factors
      including:   trading-area  demographics  such   as   target
      population   density  and  household  income   levels;   an
      evaluation  of  site  characteristics such  as  visibility,
      accessibility  and  traffic volume; proximity  to  activity
      centers  such as shopping malls, hotel/motel complexes  and
      offices;  and  an  analysis of the  potential  competition.
      Members  of  management inspect and approve each restaurant
      site prior to its acquisition.

          The  Company periodically reevaluates restaurant  sites
      to   ensure  that  site  selection  attributes   have   not
      deteriorated  below minimum standards. In  the  event  site
      deterioration were to occur, the Company makes a  concerted
      effort to improve the restaurant's performance by providing
      physical,  operating and marketing enhancements  unique  to
      each  restaurant's situation.  If efforts  to  restore  the
      restaurant's  performance to acceptable  minimum  standards
      are  unsuccessful, the Company considers  relocation  to  a
      proximate,  more desirable site, or evaluates  closing  the
      restaurant  if the Company's criteria, such  as  return  on
      investment  and  area demographic data  do  not  support  a
      relocation.   Since inception, the Company  has  closed  19
      restaurants,  including  4  in  fiscal  1998,  which   were
      performing below the Company's standards primarily  due  to
      declining trading-area demographics.  The Company  operates
      pursuant  to  a  strategic  plan targeted  to  support  the
      Company's  long-term growth objectives,  with  a  focus  on
      continued  development  of those restaurant  concepts  that
      have the greatest return potential for the Company and  its
      shareholders.

           The   following  table  illustrates  the   system-wide
      restaurants opened in fiscal 1998 and the planned  openings
      in fiscal 1999:

                            Fiscal 1998          Fiscal 1999
                              Openings       Projected Openings

      Chili's:
        Company-Operated       22                    30
        Franchise              15                    34

      Macaroni Grill:
        Company-Operated       14                    18
        Franchise               0                     2

      On The Border:
        Company-Operated       16                    18
        Franchise               8                     8

      Cozymel's                 0                     1

      Maggiano's                2                     2

      Corner Bakery            15                    25

      Eatzi's                   2                     3

      Big Bowl                  0                     2

      Wildfire                  0                     2


                   TOTAL         94                   145


          The  Company anticipates that some of the  fiscal  1999
      projected restaurant openings will be constructed  pursuant
      to   "build-to-suit"  agreements,  in  which   the   lessor
      contributes the land cost and all, or substantially all, of
      the  building  construction costs.   In  other  cases,  the
      Company  may either lease or own the land (paying  for  any
      owned land from its own funds) and either lease or own  the
      building, furniture, fixtures and equipment (paying for any
      owned items from its own funds).

          The following table illustrates the approximate average
      capital  investment  for a typical unit  in  the  Company's
      primary restaurant concepts:

<TABLE>
            Chili's       Macaroni Grill  Corner Bakery   On The Border  Cozymel's  Maggiano's
<S>         <C>           <C>             <C>             <C>            <C>        <C>
Land        $  650,000    $  900,000      $  800,000      $  800,000     $1,000,000 $3,500,000
Building     1,050,000     1,300,000         750,000       1,300,000      1,300,000  3,000,000
Furniture &
   Equipment   430,000       525,000         350,000         600,000        600,000  1,000,000
Other           80,000       100,000          70,000          90,000        100,000    350,000

     TOTAL  $2,210,000    $2,825,000      $1,970,000      $2,790,000     $3,000,000 $7,850,000
</TABLE>

          The  specific rate at which the Company is able to open
      new  restaurants is determined by its success  in  locating
      satisfactory   sites,  negotiating  acceptable   lease   or
      purchase  terms,  securing appropriate  local  governmental
      permits  and  approvals, and by its capacity  to  supervise
      construction and recruit and train management personnel.

         Joint Venture and Franchise Operations

          The  Company intends to continue its expansion  through
      joint  venture and franchise development, both domestically
      and  internationally.  During the year ended June 24, 1998,
      15  new  Chili's and 8 On The Border franchised restaurants
      were opened.

          The  Company  has entered into international  franchise
      agreements  which will bring Chili's to Bahrain, Venezuela,
      Saudi Arabia, Lebanon, Guam, and Austria and Macaroni Grill
      to  the United Kingdom and Mexico in the 1999 fiscal  year.
      In  fiscal  1998, the first Chili's restaurants  opened  in
      China  (July  1997), Peru (July 1997), and Kuwait  (January
      1998).

          The Company intends to selectively pursue international
      expansion  and  is currently contemplating  development  in
      other  countries. A typical franchise development agreement
      provides  for  payment  of  area  development  and  initial
      franchise  fees  in  addition  to  subsequent  royalty  and
      advertising  fees  based  on  the  gross  sales   of   each
      restaurant.   Future franchise development  agreements  are
      expected   to   remain   limited  to   enterprises   having
      significant experience as restaurant operators  and  proven
      financial ability to develop multi-unit operations.

          The Company has previously entered into agreements  for
      research and development activities related to the  testing
      of  new  restaurant  concepts and has a significant  equity
      interest  in  such ventures, which interests are  typically
      accounted  for  under  the  equity  method.   The   Company
      currently  owns  a 50% interest in the four Eatzi's  stores
      currently operating in Dallas and Houston, Texas,  Atlanta,
      Georgia  and Westbury, New York.  In addition, the  Company
      holds a 50% interest in the legal entity owning the two Big
      Bowl  restaurants located in Chicago, Illinois  and  a  13%
      interest  in  the  legal  entity owning  the  two  Wildfire
      restaurants (one of which was opened subsequent to the  end
      of  the  fiscal  year in August 1998) located  in  Chicago,
      Illinois.

          At  June  24, 1998, 41 total joint venture or franchise
      development  agreements existed.  The  Company  anticipates
      that  an  additional 34 franchised Chili's, two  franchised
      Macaroni   Grill,  and  eight  franchised  On  The   Border
      restaurants  will  be  opened  during  fiscal   1999.    In
      addition,  the  Company  anticipates  that  three   Eatzi's
      stores,   two  Big  Bowl  restaurants,  and  two   Wildfire
      restaurants will be opened during fiscal 1999.

      Restaurant Management

          The  Company's philosophy to maintain and operate  each
      concept as a distinct and separate entity ensures that  the
      culture,  recruitment  and  training  programs  and  unique
      operating  environments are preserved.  These  factors  are
      critical to the viability of each concept. Each concept  is
      directed  by  a  president and one  or  more  concept  vice
      presidents and senior vice presidents.

          The Company's restaurant management structure varies by
      concept.  The individual restaurants themselves are led  by
      a  management team including a general manager and  between
      two  to  five additional managers.  The level of restaurant
      supervision depends upon the operating complexity and sales
      volume  of  each  concept.  An area director/supervisor  is
      responsible  for the supervision of, on average,  three  to
      seven  restaurants.  For those concepts with a  significant
      number  of  units within a geographical region,  additional
      levels of management may be provided.

          The  Company believes that there is a high  correlation
      between the quality of restaurant management and the  long-
      term  success  of a concept.  In that regard,  the  Company
      encourages  increased  tenure at all  management  positions
      through  various  short and long-term  incentive  programs,
      including equity ownership.  These programs, coupled with a
      general management philosophy emphasizing quality of  life,
      have  enabled the Company to attract and retain  management
      employees at levels above the industry norm.

          The Company ensures consistent quality standards in all
      concepts   through  the  issuance  of  operations   manuals
      covering  all elements of operations and food and  beverage
      manuals  which provide guidance for preparation of  Company
      formulated  recipes.  Routine visitation to the restaurants
      by  all  levels of supervision enforce strict adherence  to
      Company standards.

           The   director  of  training  for  each   concept   is
      responsible  for  maintaining  each  concept's  operational
      training program.  The training program includes a four  to
      five   month  training  period  for  restaurant  management
      trainees,  a  continuing management  training  process  for
      managers and supervisors, and training teams consisting  of
      groups of employees experienced in all facets of restaurant
      operations  that  train employees to open new  restaurants.
      The  training teams typically begin on-site training  at  a
      new  restaurant  seven  to ten days prior  to  opening  and
      remain on location two to three weeks following the opening
      to ensure the smooth transition to operating personnel.

         Purchasing

          The Company's ability to maintain consistent quality of
      products throughout each of its restaurant concepts depends
      upon   acquiring  food  products  and  related  items  from
      reliable  sources.   Suppliers  are  pre-approved  by   the
      Company  and  are  required along with the  restaurants  to
      adhere to strict product specifications established through
      the Company's quality assurance program to ensure that high
      quality, wholesome food and beverage products are served in
      the  restaurants. The Company negotiates directly with  the
      major  suppliers  to  obtain competitive  prices  and  uses
      purchase  commitment contracts to stabilize the potentially
      volatile  pricing associated with certain commodity  items.
      All essential food and beverage products are available,  or
      upon  short  notice can be made available, from alternative
      qualified  suppliers in all cities in which  the  Company's
      restaurants  are  located. Because of the relatively  rapid
      turnover  of perishable food products, inventories  in  the
      restaurants,  consisting primarily of food,  beverages  and
      supplies, have a modest aggregate dollar value in  relation
      to revenues.

         Advertising and Marketing

          The Company's concepts generally focus on the 18 to  54
      year old age group, which constitutes approximately half of
      the  United  States population.  Members of this population
      segment  grew  up  on fast food, but the  Company  believes
      that,  with increasing maturity, they prefer a more  adult,
      upscale  dining experience. To attract this  target  group,
      the  Company relies primarily on television, radio,  direct
      mail advertising and word-of-mouth information communicated
      by customers.

          The  Company's franchise agreements require advertising
      contributions to the Company to be used exclusively for the
      purpose   of   maintaining,  directly   administering   and
      preparing    standardized   advertising   and   promotional
      activities.  Franchisees spend additional amounts on  local
      advertising when approved by the Company.

         Employees

          At  June  24,  1998, the Company employed approximately
      53,000  persons, of whom approximately 830  were  corporate
      personnel,  3,200 were restaurant area directors,  managers
      or  trainees  and  49,000 were employed  in  non-management
      restaurant  positions.   The  executive  officers  of   the
      Company  have  an  average  of approximately  19  years  of
      experience in the restaurant industry.

          The Company considers its employee relations to be good
      and   believes   that  its  employee   turnover   rate   is
      commensurate  with the industry average.   Most  employees,
      other  than  restaurant management and corporate personnel,
      are paid on an hourly basis.  The Company believes that  it
      provides   working  conditions  and  wages   that   compare
      favorably  with  those of its competition.   The  Company's
      employees  are  not  covered by any  collective  bargaining
      agreements.

         Trademarks

          The  Company  has registered, among other  marks,  "Big
      Bowl",  "Brinker International", "Chili's", "Chili's  Too",
      "Chili's  Bar  & Bites", "Chili's Southwest Grill  &  Bar",
      "Corner  Bakery", "Cozymel's", "Cozymel's  Coastal  Mexican
      Grill",  "Eatzi's",  "Eatzi's Market &  Bakery",  "Romano's
      Macaroni  Grill",  "Macaroni  Grill",  "Maggiano's   Little
      Italy", "On The Border", "On The Border Mexican Cafe",  and
      "Wildfire" as trademarks with the United States Patent  and
      Trademark Office.

      Risk Factors/Forward-Looking Statements

           The  Company  wishes  to  caution  readers  that   the
      following important factors, among others, could cause  the
      actual  results  of the Company to differ  materially  from
      those  indicated  by  forward-looking statements  contained
      herein  regarding  future economic performance,  restaurant
      openings, operating margins, the availability of acceptable
      real  estate locations for new restaurants, the sufficiency
      of  the  Company's  cash balances and cash  generated  from
      operating and financing activities for the Company's future
      liquidity  and  capital resource needs, and other  matters.
      Except  for  historical information, matters  discussed  in
      such statements are forward-looking statements that involve
      risks and uncertainties.

      Competition.  The restaurant business is highly competitive
      with  respect  to price, service, restaurant  location  and
      food  quality, and is often affected by changes in consumer
      tastes,   economic  conditions,  population   and   traffic
      patterns.   The  Company competes within each  market  with
      locally-owned restaurants as well as national and  regional
      restaurant  chains, some of which operate more  restaurants
      and  have  greater financial resources and longer operating
      histories  than  the Company.  There is active  competition
      for management personnel and for attractive commercial real
      estate   sites  suitable  for  restaurants.   In  addition,
      factors  such  as  inflation,  increased  food,  labor  and
      benefits   costs,  and  difficulty  in  attracting   hourly
      employees  may adversely affect the restaurant industry  in
      general and the Company's restaurants in particular.

          Seasonality.   The  Company's sales  volumes  fluctuate
      seasonally,  and are generally higher in the summer  months
      and lower in the winter months.

           Governmental  Regulations.   Each  of  the   Company's
      restaurants  is  subject  to licensing  and  regulation  by
      alcoholic beverage control, health, sanitation, safety  and
      fire agencies in the state and/or municipality in which the
      restaurant is located.  The Company has not encountered any
      difficulties or failures in obtaining the required licenses
      or  approvals that could delay or prevent the opening of  a
      new restaurant and does not, at this time, anticipate any.

           The   Company   is  subject  to  federal   and   state
      environmental  regulations,  but  these  have  not  had   a
      material negative effect on the Company's operations.  More
      stringent  and  varied  requirements  of  local  and  state
      governmental  bodies with respect to zoning, land  use  and
      environmental factors could delay or prevent development of
      new  restaurants in particular locations.  The  Company  is
      subject to the Fair Labor Standards Act which governs  such
      matters  as  minimum  wages,  overtime  and  other  working
      conditions,  along with the American With Disabilities  Act
      and  various family leave mandates.  The Company  does  not
      expect   any  further  significant  increases  in   payroll
      expenses as a result of the recently-mandated increases  in
      the minimum wage, but is uncertain of the repercussion,  if
      any,  on  other expenses as vendors are impacted by  higher
      minimum wage standards.

           Inflation.    The  Company  has  not   experienced   a
      significant  overall impact from inflation.   If  operating
      expenses  increase due to inflation, the  Company  recovers
      increased  costs  by  increasing  menu  prices.    However,
      competition may prohibit such increases in menu prices.

      Year  2000.  The Year 2000 will have a broad impact on  the
      business environment in which the Company operates  due  to
      the  possibility that many computerized systems across  all
      industries will be unable to process information containing
      dates  beginning  in  the  Year  2000.   The  Company   has
      established  an  enterprise-wide  program  to  prepare  its
      computer systems and applications for the Year 2000 and  is
      utilizing both internal and external resources to identify,
      correct and test the systems for Year 2000 compliance.  The
      Company  anticipates  that  the majority  of  its  domestic
      reprogramming will be completed by December  31,  1998  and
      testing  efforts will be substantially concluded  by  March
      31,  1999.   Further  validation through  testing  will  be
      conducted  throughout  calendar  year  1999.   The  Company
      expects that all mission-critical systems will be Year 2000
      compliant prior to the end of the 1999 calendar year.

          The  nature of the Company's business is such that  the
      business risks associated with the Year 2000 can be reduced
      by  closely  assessing the vendors supplying the  Company's
      restaurants  with food and related products  and  with  the
      Company's  franchise business partners to ensure that  they
      are   aware  of  the  Year  2000  business  risks  and  are
      appropriately assessing and addressing them.

          Because  third  party failures could  have  a  material
      impact  on  the  Company's  ability  to  conduct  business,
      questionnaires have been sent to substantially all  of  the
      Company's vendors to obtain reasonable assurance that plans
      are  being  developed to address the Year 2000 issue.   The
      returned questionnaires are currently being assessed by the
      Company, and are being categorized based upon readiness for
      the   Year   2000  issues  and  prioritized  in  order   of
      significance to the business of the Company.  To the extent
      that  vendors  do not provide the Company with satisfactory
      evidence  of  their readiness to handle Year  2000  issues,
      contingency   plans   will   be  developed.    Furthermore,
      information  has  been provided to all  franchise  business
      partners  regarding the potential business risks associated
      with  the  Year  2000 issue.  The Company intends  to  make
      every  reasonable effort to assess the Year 2000  readiness
      of  these  business partners and to create action plans  to
      address the identified risks.

          The Company anticipates that it will have substantially
      completed  an  inventory of all information technology  and
      non-information technology equipment by December 31,  1998,
      and  will  then  address the Year 2000 compliance  of  such
      equipment.

          Testing and remediation of all of the Company's systems
      and  applications  is  expected to  cost  approximately  $6
      million  from  inception  in  calendar  year  1997  through
      completion   in  calendar  year  1999.   Of  these   costs,
      approximately $750,000 was incurred through June 24,  1998.
      Approximately  $3.5 million is expected to be  incurred  in
      fiscal 1999 with the remaining $1.75 million to be incurred
      in fiscal 2000.  All estimated costs have been budgeted and
      are expected to be funded by cash flows from operations.

          The  Company does not believe the costs related to  the
      Year  2000  compliance  project will  be  material  to  its
      financial position or results of operations.  However,  the
      cost of the project and the date on which the Company plans
      to  complete  the  Year  2000 modifications  are  based  on
      management's  best estimates, which were derived  utilizing
      numerous   assumptions  of  future  events  including   the
      continued  availability of certain resources,  third  party
      modification   plans,  and  other  factors.   Unanticipated
      failures  by  critical vendors and franchise  partners,  as
      well  as  the  failure by the Company to  execute  its  own
      remediation  efforts, could have a material adverse  effect
      on  the cost of the project and its completion date.  As  a
      result,  there  can  be no assurance  that  these  forward-
      looking estimates will be achieved and the actual cost  and
      vendor compliance could differ materially from those plans,
      resulting in material financial risk.

          Other  Risk  Factors.  Other risk  factors  that  could
      cause the Company's actual results to differ material  from
      those  indicated in the forward-looking statements include,
      without   limitation,   changes  in  economic   conditions,
      consumer  perceptions of food safety, changes  in  consumer
      tastes,   governmental   monetary  policies,   changes   in
      demographic trends, availability of employees, and  weather
      and other acts of God.

Item 2.   PROPERTIES.

          The following table illustrates the approximate average
      dining  capacity  for  each current  prototypical  unit  in
      primary restaurant concepts:


<TABLE>
 
                 Chili's        Macaroni Grill  On The Border    Cozymel's  Maggiano's
<S>              <C>            <C>             <C>              <C>        <C>
Square  Feet     5,547-5,612    6,702-8,679     7,175-8,034      9,429      13,300-19,306
Dining  Seats    203-214        244-300         222-262          422        571-742
Dining  Tables   45-51          54-69           55-62            94         100-164
</TABLE>

          Corner  Bakery's size and dining capacity varies  based
      upon  whether  it is an in-line or kiosk location.   For  a
      Corner Bakery located in a kiosk, the square footage ranges
      from  150  to 2000 square feet, the number of dining  seats
      range  from 0 to 50, and the number of dining tables  range
      from  0  to  15.  For in-line Corner Bakery locations,  the
      square  footage ranges from 3,500 to 4,500, the  number  of
      dining seats range from 80 to 130, and the number of dining
      tables range from 30 to 50.

          Certain of the Company's restaurants are leased for  an
      initial term of 5 to 30 years, with renewal terms of  1  to
      30  years.  The leases typically provide for a fixed rental
      plus percentage rentals based on sales volume.  At June 24,
      1998, the Company owned the land and/or building for 424 of
      the   624   Company-operated  restaurants.    The   Company
      considers that its properties are suitable, adequate, well-
      maintained and sufficient for the operations contemplated.

           The   Company   leases   warehouse   space   totalling
      approximately 26,300 square feet in Dallas, Texas, which it
      uses  for  storage of equipment and supplies.  The  Company
      purchased   an  office  building  containing  approximately
      105,000 square feet for its corporate headquarters in  July
      1989.  This office building was expanded in May 1997 by the
      addition  of  a  2,470 square foot facility used  for  menu
      development  activities.   In  January  1996,  the  Company
      purchased an additional office complex containing three (3)
      buildings  and approximately 198,000 square  feet  for  the
      expansion  of  its  corporate  headquarters.  Approximately
      68,400 square feet of this complex is currently utilized by
      the  Company, with the remaining 129,600 square feet  under
      lease, listed for lease to third party tenants, or reserved
      for  future  expansion  of  the Company  headquarters.   In
      November 1997, the Company sold the office complex  and  is
      leasing it back under a 20-year operating lease.



Item 3.   LEGAL PROCEEDINGS.

         None.

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

         None.

                            PART II

Item 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
               SHAREHOLDER MATTERS.

          The  Company's Common Stock is traded on the  New  York
      Stock Exchange ("NYSE") under the symbol "EAT".  Bid prices
      quoted represent interdealer prices without adjustment  for
      retail  markup, markdown and/or commissions,  and  may  not
      necessarily  represent actual transactions.  The  following
      table  sets forth the quarterly high and low closing  sales
      prices of the Common Stock, as reported by the NYSE.

         Fiscal year ended June 24, 1998:

         First Quarter        17 1/2         13 13/16
         Second Quarter       17 13/16       13 15/16
         Third Quarter        21 5/8         15 1/16
         Fourth Quarter       24 5/16        18 9/16

         Fiscal year ended June 25, 1997:

         First Quarter        17 1/2         13
         Second Quarter       18 3/4         16 1/8
         Third Quarter        16 5/8         11
         Fourth Quarter       14 1/4         11

          As  of  September 1, 1998, there were 1,553 holders  of
      record of the Company's Common Stock.

          The Company has never paid cash dividends on its Common
      Stock and does not currently intend to do so as profits are
      reinvested  into  the  Company to  fund  expansion  of  its
      restaurant  business.  Payment of dividends in  the  future
      will  depend  upon  the  Company's  growth,  profitability,
      financial  condition and other factors which the  Board  of
      Directors may deem relevant.

          During  the  three-year period ending on  September  1,
      1998,  the  Company  issued no securities  which  were  not
      registered under the Securities Act of 1933, as amended.



Item 6.   SELECTED FINANCIAL DATA.

          "Selected  Financial Data" on page 31 of the  Company's
      1998  Annual Report to Shareholders is incorporated  herein
      by reference.

Item 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS.

          "Management's  Discussion  and  Analysis  of  Financial
      Condition and Results of Operations" on pages 32 through 39
      of  the  Company's  1998 Annual Report to  Shareholders  is
      incorporated herein by reference.

Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES  ABOUT  MARKET
      RISKS.

          "Quantitative and Qualitative Disclosures About  Market
      Risks"   contained  within  "Management's  Discussion   and
      Analysis  of Financial Condition and Results of Operations"
      on   page  37  of  the  Company's  1998  Annual  Report  to
      Shareholders is incorporated herein by reference.

Item 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         See Item 14(a)(1).

Item 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE.

         None.

                            PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

          "Directors and Executive Officers" on pages 4 through 9
      and   "Section   16(a)   Beneficial   Ownership   Reporting
      Compliance"  on  page 15 of the Company's  Proxy  Statement
      dated  September  18,  1998,  for  the  annual  meeting  of
      shareholders  on October 29, 1998, are incorporated  herein
      by reference.

Item 11.  COMPENSATION INFORMATION.

          "Executive  Compensation" on pages  9  through  11  and
      "Report  of the Compensation Committee" on pages 11 through
      14  of  the  Company's Proxy Statement dated September  18,
      1998,  for  the annual meeting of shareholders  on  October
      29, 1998, are incorporated herein by reference.

Item 12.  SECURITY  OWNERSHIP  OF CERTAIN BENEFICIAL  OWNERS  AND
          MANAGEMENT.

           "Principal  Shareholders"  on  page  2  and  "Security
      Ownership  of  Management  and Election  of  Directors"  on
      pages  3  through 4 of the Company's Proxy Statement  dated
      September  18, 1998, for the annual meeting of shareholders
      on October 29, 1998, are incorporated herein by reference.


Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

            "Certain  Transactions" on page 15 of  the  Company's
      Proxy  Statement dated September 18, 1998, for  the  annual
      meeting   of   shareholders  on  October   29,   1998,   is
      incorporated herein by reference.


                            PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K.

         (a)  (1) Financial Statements.

          Reference  is made to the Index to Financial Statements
      attached  hereto on page 18 for a listing of all  financial
      statements  incorporated  herein from  the  Company's  1998
      Annual Report to Shareholders.

      (a)  (2) Financial Statement Schedules.

      None.

         (a)  (3)  Exhibits.

          Reference  is  made to the Exhibit Index preceding  the
      exhibits  attached hereto on page E-1 for  a  list  of  all
      exhibits filed as a part of this Report.

         (b)  Reports on Form 8-K

          The  Company was not required to file a current  report
      on Form 8-K during the three months ended June 24, 1998.




                           SIGNATURES


Pursuant  to  the  requirements of Section 13  or  15(d)  of  the
Securities  Exchange Act of 1934, the registrant has duly  caused
this  report  to  be  signed on its behalf  by  the  undersigned,
thereunto duly authorized.

                              BRINKER INTERNATIONAL, INC.,
                              a Delaware corporation




                              By:
                                 Russell G. Owens, Executive Vice
                                  President  and Chief  Financial
                                  and Strategic Officer


Dated: September 18, 1998


Pursuant  to the requirements of the Securities Exchange  Act  of
1934,  this report has been signed below by the following persons
of   the   registrant   and  in  the  capacities   indicated   on
September 18, 1998.


        Name                               Title


___________________                  President, Chief Executive
Ronald A. McDougall                  Officer and Director
                                     (Principal Executive Officer)



_________________                     Executive Vice President,
Russell G. Owens                      and Chief Financial and 
                                      Strategic Officer
                                      (Principal Financial and
                                       Accounting Officer)



___________________                    Chairman of the Board
Norman E. Brinker



___________________                    Director
Donald J. Carty



___________________                    Director
Gerard V. Centioli



___________________                    Director
Dan W. Cook, III



___________________                    Director
Rae F. Evans



_____________________                  Director
Marvin J. Girouard



_____________________                   Director
J.M. Haggar, Jr.



_____________________                   Director
Frederick S. Humphries



______________________                  Director
Ronald Kirk



_______________________                 Director
Jeffrey A. Marcus


_______________________                 Director
James E. Oesterreicher


_______________________                 Director
Roger T. Staubach



                 INDEX TO FINANCIAL STATEMENTS

The  following is a listing of the financial statements which are
incorporated  herein by reference.  The financial  statements  of
the  Company  included  in the Company's 1998  Annual  Report  to
Shareholders are incorporated herein by reference in Item 8.


                                                    1998 Annual
                                                    Report Page

Consolidated Balance Sheets -                             40-41
  June 24, 1998 and June 25, 1997

Consolidated Statements of Income -                          42
     Years Ended June 24, 1998, June 25, 1997
     and June 26, 1996

Consolidated Statements of Shareholders'                     43
     Equity - Years Ended June 24, 1998,
     June 25, 1997 and June 26, 1996

Consolidated Statements of Cash Flows -                      44
     Years Ended June 24, 1998, June 25, 1997
     and June 26, 1996

Notes to Consolidated Financial Statements                45-58

Independent Auditors' Report                                 59


     All  schedules  are omitted as the required  information  is
     inapplicable  or  the  information  is  presented   in   the
     financial statements or related notes.


                       INDEX TO EXHIBITS

Exhibit

 3(a)     Certificate  of  Incorporation of  the  registrant,  as
          amended. (1)

 3(b)     Bylaws of the registrant. (1)

10(a)     Registrant's 1983 Incentive Stock Option Plan. (2)

10(b)     Registrant's  1991 Stock Option Plan  for  Non-Employee
          Directors and Consultants. (3)

10(c)     Registrant's 1992 Incentive Stock Option Plan. (3)

13        1998 Annual Report to Shareholders. (5)

21        Subsidiaries of the registrant. (4)

23        Independent Auditors' Consent. (4)

27(a)     Financial Data Schedule. (6)

27(b)     Restated Financial Data Schedule as of and for the year
          ended June 25, 1997. (6)

27(c)     Restated Financial Data Schedule as of and for the year
          ended June 26, 1996. (6)

99        Proxy Statement of registrant dated September 18, 1998. (5)



(1)       Filed  as an exhibit to annual report on Form 10-K  for
          year  ended  June  28,  1995  and  incorporated  herein  by
          reference.

(2)       Filed  as an exhibit to annual report on Form 10-K  for
          year  ended  June  26,  1996  and  incorporated  herein  by
          referenced.

(3)       Filed  as an exhibit to annual report on Form 10-K  for
          year  ended  June  25,  1997  and  incorporated  herein  by
          reference.

(4)       Filed herewith.

(5)       Portions filed herewith, to the extent indicated herein.

(6)       Filed with EDGAR version.






                               EXHIBIT 13
                                    
                           SELECTED FINANCIAL DATA
         (In thousands, except per share amounts and number of restaurants)
<TABLE>

                                               Fiscal Years



                         1998             1997          1996         1995         1994
<S>                      <C>              <C>           <C>          <C>          <C>
Income Statement Data:
Revenues                 $1,574,414       $1,335,337    $1,162,951   $1,042,199   $  886,040

Costs and Expenses:
 Cost of Sales              426,558          374,525       330,375      283,417      241,950
 Restaurant Expenses        866,143          720,769       620,441      540,986      451,029
 Depreciation and Amortization 86,376         78,754        64,611       58,570       51,570
 General and Administrative    77,407         64,404        54,271       50,362       45,659
 Interest Expense            11,025            9,453         4,579          595          441
 Gain on Sales of Concepts      -                -          (9,262)          -            -
 Restructuring Charge           -                -          50,000           -            -
 Merger Expenses                -                -              -            -         1,949
 Injury Claim Settlement        -                -              -            -         2,248
 Other, Net                   1,447           (3,553)       (4,201)       (3,151)     (5,348)

 Total Costs and Expenses 1,468,956        1,244,352     1,110,814       930,779     789,498

Income Before Provision
 for Income Taxes           105,458           90,985        52,137       111,420      96,542
Provision for Income Taxes   36,383           30,480        17,756        38,676      34,223
  Net Income             $   69,075       $   60,505    $   34,381    $   72,744  $   62,319

Basic Net Income
   Per Share             $     1.05       $     0.82    $     0.45    $     1.01  $     0.88

Diluted Net Income
   Per Share             $     1.02       $     0.81    $     0.44    $     0.98  $     0.83

Basic Weighted Average
   Shares Outstanding        65,766           73,682        76,015        71,764      70,984

Diluted Weighted Average
   Shares Outstanding        67,450           74,800        77,905        74,283      74,947

Balance Sheet Data
(end of period):
Working Capital Deficit  $  (92,570)      $  (36,699)    $ (35,035)   $   (2,377) $  (54,879)
Total Assets                989,383          996,943       888,834       738,936     558,435
Long-term Obligations       197,577          324,066       157,274       139,645      39,316
Shareholders' Equity        593,739          523,744       608,170       496,797     417,377

Number of Restaurants
Open at End of Period:
Company-Operated               624               556           468           439         369
Franchised/Joint Venture       182               157           147           121          89
  Total                        806               713           615           560         458

</TABLE>

                           MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                    FINANCIAL CONDITION AND RESULTS OF OPERATIONS



RESULTS OF OPERATIONS FOR FISCAL YEARS 1998, 1997, AND 1996

The  following table sets forth expenses as a percentage  of  total
revenues  for  the periods indicated for revenue and expense  items
included in the consolidated statements of income.

                                       Percentage of Total Revenues
                                                Fiscal Years
                                       1998      1997      1996
Revenues                              100.0%    100.0%    100.0%

Costs and Expenses:
 Cost of Sales                         27.1%     28.1%     28.4%
 Restaurant Expenses                   55.0%     54.0%     53.3%
 Depreciation and Amortization          5.5%      5.9%      5.6%
 General and Administrative             4.9%      4.8%      4.7%
 Interest Expense                       0.7%      0.7%      0.4%
 Gain on Sales of Concepts               -          -      (0.8%)
 Restructuring Charge                    -          -       4.3%
 Other, Net                             0.1%     (0.3%)    (0.4%)

  Total Costs and Expenses             93.3%     93.2%     95.5%

Income Before Provision for Income Taxes 6.7%     6.8%      4.5%
Provision for Income Taxes              2.3%      2.3%      1.5%

  Net Income                            4.4%      4.5%      3.0%


REVENUES

Increases  in  revenues  of 18% and 15% in fiscal  1998  and  1997,
respectively,  primarily  relate to the increases  in  sales  weeks
driven  by  new unit expansion. Revenues for fiscal 1998  increased
due  to  a  14.3%  increase in sales weeks and a 3.2%  increase  in
average weekly sales. Revenues for fiscal 1997 increased 15% due to
a  12.2%  increase  in sales weeks and a 2.3% increase  in  average
weekly sales. Menu price increases were less than 2% in both fiscal
1998 and 1997.


COSTS AND EXPENSES (as a percent of Revenues)

Cost of sales decreased in fiscal 1998 compared to fiscal 1997  due
to  menu  price  increases and favorable commodity price  variances
which  partially  offset product mix changes  to  menu  items  with
higher  percentage  food  costs. Cost of sales  also  decreased  in
fiscal  1997  compared to fiscal 1996 due to menu  price  increases
which  partially offset unfavorable commodity price  variances  and
product  mix  changes  to  menu items with higher  percentage  food
costs.

Restaurant  expenses  increased in fiscal  1998  due  primarily  to
increases  in  rent  expense and management  labor.   Rent  expense
increased  due  to  sale-leaseback transactions  and  an  equipment
leasing  facility  entered into in fiscal 1998.   Management  labor
increased  as a result of the cost of continuing efforts to  remain
competitive  in  the industry and increases in monthly  performance
bonuses  due  to  the restaurants' positive performance  in  fiscal
1998.   Restaurant  labor  wage  rate  increases  due  to   Federal
government  mandated increases in the minimum wage were  offset  by
improvements  in  labor  productivity,  as  well  as   menu   price
increases. Restaurant expenses also increased in fiscal 1997 due to
increases  in management and restaurant labor which were  partially
offset  by reduced insurance costs. Labor costs increased in fiscal
1997  as a result of increases in manager base salaries and  hourly
wage  rates  to remain competitive in the industry and comply  with
Federal government mandated increases in the minimum wage.

Depreciation  and  amortization  decreased  in  fiscal  1998  after
increasing  in fiscal 1997. The fiscal 1998 decrease resulted  from
the  impact of sale-leaseback transactions and an equipment leasing
facility,  as well as a declining depreciable asset base for  older
units.  Partially  offsetting  these decreases  were  increases  in
depreciation  and  amortization related to  new  unit  construction
costs and ongoing remodel costs.  In fiscal 1997, additions to  the
asset base caused by new unit construction offset decreases from  a
declining depreciable asset base.

General  and administrative expenses have remained relatively  flat
in  the past two fiscal years as a result of the Company's focus on
controlling corporate expenditures relative to increasing  revenues
and number of restaurants. However, total costs increased in fiscal
1998 due to additional staff to support the expansion of restaurant
concepts and an increased profit sharing accrual.

Interest  expense, net of capitalized interest, increased  in  both
fiscal  1998 and 1997 due to increased borrowings on the  Company's
credit  facilities  primarily  used to  fund  the  Company's  stock
repurchase plan.


RESTRUCTURING RELATED ITEMS

In  October 1995, the Board of Directors of the Company approved  a
strategic  plan targeted to support the Company's long-term  growth
objectives.  The  plan  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  decided  to dispose of or convert 30 to  40  Company-owned
restaurants  that  did  not  meet  management's  financial   return
expectations.  The  Company  recorded a $50  million  restructuring
charge  during fiscal 1996 to cover costs 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.  The  restructuring  actions   were
substantially  completed in fiscal 1997.  In conjunction  with  the
strategic plan, the Company also completed the sales of the Grady's
American  Grill, Spageddies Italian Kitchen, and 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  34.5%,  33.5%,  and
34.1%,  in fiscal 1998, 1997, and 1996, respectively. The  increase
in  fiscal  1998 is primarily a result of a decrease  in  the  rate
effect  of  a  dividends  received  deduction  resulting  from  the
liquidation  of the Company's marketable securities portfolio.  The
decrease in fiscal 1997 is primarily a result of a decrease in  the
rate effect of state income taxes.


NET INCOME AND NET INCOME PER SHARE

Fiscal  1998 net income and diluted net income per share  increased
14.2% and 25.9%, respectively.  The increase in both net income and
diluted net income per share was due to an increase in revenues  as
a  result  of increases in average weekly sales, sales  weeks,  and
menu  price  increases  and decreases in  commodity  prices.   This
favorable  component  of the increase in net  income  was  somewhat
offset  by  increases in management labor, incentive  compensation,
wage  rates, and non-operating costs.  The increase in diluted  net
income  per  share was proportionately larger than the increase  in
net  income  due  to  the effect of continuing  share  repurchases.
Fiscal  1997 net income and diluted net income per share  increased
76.0%  and  84.1%, respectively, compared to fiscal 1996. Excluding
the effects of the 1996 restructuring charges and gain on sales  of
concepts, fiscal 1997 net income actually decreased 0.6% from $60.9
million to $60.5 million and diluted net income per share increased
3.8%  from  $0.78  to  $0.81. The decrease  in  net  income  before
restructuring  related items in light of the increase  in  revenues
was   due  to  the  increases  in  costs  and  expenses  previously
mentioned.  Before  1996 restructuring related items,  diluted  net
income per share increased despite the decline in net income due to
a   4.0%  reduction  in  the  weighted  average  number  of  shares
outstanding  mainly  resulting from the  1997  $150  million  stock
repurchase plan (12.5 million shares).


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
increasing menu prices.


LIQUIDITY AND CAPITAL RESOURCES

The  working capital deficit increased from $36.7 million  at  June
25,  1997  to $92.6 million at June 24, 1998, and net cash provided
by operating activities increased to $200.9 million for fiscal 1998
from  $145.6 million for fiscal 1997 due to increased profitability
and the timing of operational receipts and payments.

Long-term  debt  outstanding at June 24, 1998  consisted  of  $85.7
million  of unsecured senior notes, $59.5 million of borrowings  on
credit  facilities,  and  obligations  under  capital  leases.  The
Company  has credit facilities totaling $360 million. At  June  24,
1998, the Company had $292.2 million in available funds from credit
facilities.

During  fiscal 1998, the Company entered into an equipment  leasing
facility  for  up to $55 million, of which funding  commitments  of
$47.5  million  have  been obtained.  As of June  24,  1998,  $24.4
million  of  the  leasing facility has been utilized,  including  a
$10.2  million  sale  and  leaseback  of  existing  equipment.  The
facility  balance  will continue to be used to lease  equipment  in
fiscal 1999. Also, during fiscal 1998, the Company executed a  $124
million sale and leaseback of certain real estate assets.  The  net
proceeds  were used to retire $115 million of the Company's  credit
facilities.

Capital  expenditures  consist  of purchases  of  land  for  future
restaurant sites, new restaurants under construction, purchases  of
new and replacement restaurant furniture and equipment, and ongoing
remodeling  programs. Capital expenditures were $167.1 million  for
fiscal 1998. The decrease in 1998 capital expenditures compared  to
1997  is  due  largely to the utilization of the equipment  leasing
facility.  The  Company  estimates that  its  capital  expenditures
during  fiscal  1999 will approximate $190 million.  These  capital
expenditures   will  be  funded  from  internal  operations,   cash
equivalents,  build-to-suit lease agreements  with  landlords,  and
drawdowns on the Company's available lines of credit.

During  fiscal  1998,  the  Company increased  its  investments  in
various  joint ventures by $35.5 million.  The joint  ventures  are
accounted for using the equity method and are classified  in  other
assets in the Company's consolidated balance sheets.

During fiscal 1998, pursuant to a $50 million plan approved by  the
Company's  Board  of  Directors, the  Company  repurchased  809,000
shares  of  its  common  stock  for approximately  $17  million  in
accordance with applicable securities regulations.  The repurchased
common  stock  will be used by the Company to increase  shareholder
value  by offsetting the dilutive effect of stock option exercises,
to  satisfy  obligations under its savings  plans,  and  for  other
corporate purposes.  The repurchased common stock is reflected as a
reduction of shareholders' equity.  During fiscal 1997, the Company
repurchased 12.5 million shares of its common stock under a similar
plan  for  approximately  $150 million. The  Company  financed  the
repurchase  program  through  a combination  of  cash  provided  by
operations, liquidation of its marketable securities portfolio, and
drawdowns on its available credit facilities.

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


YEAR 2000

The  Year 2000 will have a broad impact on the business environment
in  which  the  Company operates due to the possibility  that  many
computerized  systems  across  all industries  will  be  unable  to
process  information containing dates beginning in the  Year  2000.
The  Company has established an enterprise-wide program to  prepare
its  computer  systems and applications for the Year  2000  and  is
utilizing both internal and external resources to identify, correct
and  test  the  systems  for  Year 2000  compliance.   The  Company
anticipates that the majority of its domestic reprogramming will be
completed  by  December  31,  1998  and  testing  efforts  will  be
substantially  concluded  by March 31,  1999.   Further  validation
through  testing will be conducted throughout calendar  year  1999.
The  Company expects that all mission-critical systems will be Year
2000 compliant prior to the end of the 1999 calendar year.

The  nature  of  the Company's business is such that  the  business
risks  associated  with  the Year 2000 can be  reduced  by  working
closely  wassessing the vendors supplying the Company's restaurants
with  food  and  related products and with the Company's  franchise
business  partners to ensure that they are aware of the  Year  2000
business risks and are appropriately assessing and addressing them.

Because  third party failures could have a material impact  on  the
Company's  ability  to conduct business, questionnaires  have  been
sent  to  substantially  all  of the Company's  vendors  to  obtain
reasonable assurance that plans are being developed to address  the
Year  2000  issue. The returned questionnaires are currently  being
assessed  by  the  Company, and are being  categorized  based  upon
readiness  for  the Year 2000 issues and prioritized  in  order  of
significance  to the business of the Company.  To the  extent  that
vendors  do  not provide the Company with satisfactory evidence  of
their readiness to handle Year 2000 issues, contingency plans  will
be    developed.   to   obtain   qualified   replacement   vendors.
Furthermore,  information  has been  provided  to  all  franchisees
business partners regarding the potential business risks associated
with  the  Year 2000 issue. and Tthe Company intends to make  every
reasonable  effort  to  assess the Year  2000  readiness  of  these
business  partners  and  to  create action  plans  to  address  the
identified risks.in developing contingency plans.

The  Company anticipates that it will have substantially  completed
an  inventory  of  all  information technology and  non-information
technology  equipment by December 31, 1998, and will  then  address
the Year 2000 compliance of such equipment. and made determinations
as  to  the  Year 2000 compliance of such equipment.   The  Company
currently  believes  that  all items of mission-critical  equipment
which  are  not  Year  2000  compliant  have  been  identified  for
replacement.

Testing  and  remediation  of  all of  the  Company's  systems  and
applications  is  expected to cost approximately  $6  million  from
inception in calendar year 1997 1998 through completion in calendar
year  1999.   Of these costs, approximately $750,000  was  incurred
through June 24, 1998. Approximately $3.5 million is expected to be
incurred  in  fiscal 1999 with the remaining $1.75  million  to  be
incurred  in  fiscal 2000.  All estimated costs have been  budgeted
and are expected to be funded by cash flows from operations.

The  Company  does not believe the costs related to the  Year  2000
compliance  project will be material to its financial  position  or
results  of operations.  However, the cost of the project  and  the
date  on  which  the  Company  plans  to  complete  the  Year  2000
modifications are based on management's best estimates, which  were
derived  utilizing numerous assumptions of future events  including
the  continued  availability  of  certain  resources,  third  party
modification  plans, and other factors. Unanticipated  failures  by
critical vendors and franchise partners, as well as the failure  by
the  Company to execute its own remediation efforts, could  have  a
material  adverse  eaffect  on the cost  of  the  project  and  its
completion date.  As a result, there can be no assurance that these
forward-looking estimates will be achieved and the actual cost  and
vendor   compliance  could  differ  materially  from  those  plans,
resulting in material financial risk.


QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Company  is  exposed to market risk from changes  in  interest
rates on debt and changes in commodity prices.  A discussion of the
Company's   accounting  policies  for  derivative  instruments   is
included in the Summary of Significant Accounting Policies  in  the
notes to the consolidated financial statements.

The  Company's  net  exposure to interest  rate  risk  consists  of
floating  rate instruments that are benchmarked to US and  European
short-term  interest  rates. The Company  may  from  time  to  time
utilize   interest  rate  swaps  and  forwards  to  manage  overall
borrowing  costs  and  reduce exposure to adverse  fluctuations  in
interest  rates.   The Company does not use derivative  instruments
for  trading  purposes and the Company has procedures in  place  to
monitor and control derivative use.  No financial derivatives  were
in  place at June 24, 1998.  The impact on the Company's results of
operations  of a one-point interest rate change on the  outstanding
balance  of  the variable rate debt as of June 24,  1998  would  be
immaterial.

The  Company  purchases certain commodities such as beef,  chicken,
flour  and  cooking oil. These commodities are generally  purchased
based  upon market prices established with vendors.  These purchase
arrangements may contain contractual features that limit the  price
paid  by  establishing certain price floors or caps.   The  Company
does  not  use  financial  instruments to  hedge  commodity  prices
because these purchase arrangements help control the ultimate  cost
paid  and any commodity price aberrations are generally short  term
in nature.

This  market  risk discussion contains forward-looking  statements.
Actual  results  may differ materially from this  discussion  based
upon  general market conditions and changes in domestic and  global
financial markets.


NEW ACCOUNTING PRONOUNCEMENTS

In  June  1997,  the Financial Accounting Standards Board  ("FASB")
issued Statement No. 130 ("SFAS No. 130"), "Reporting Comprehensive
Income."  SFAS No. 130 establishes new rules for the reporting  and
display of comprehensive income and its components in the financial
statements.   SFAS  No. 130 is effective for  the  Company's  first
quarter financial statements in fiscal 1999.

In  June 1997, the FASB issued Statement No. 131 ("SFAS No.  131"),
"Disclosures   about   Segments  of  an  Enterprise   and   Related
Information."   SFAS  No. 131 establishes  standards  for  the  way
public  business  enterprises  report information  about  operating
segments   in  annual  financial  statements  and  requires   those
enterprises to report selected information about operating segments
in  interim  financial reports. SFAS No. 131 is effective  for  the
Company's fiscal 1999 annual financial statements.

The  adoption  of  these  standards will  have  no  impact  on  the
Company's  consolidated results of operations, financial  position,
or cash flow.

In   April  1998,  the  American  Institute  of  Certified   Public
Accountants  issued  Statement  of  Position  98-5  ("SOP   98-5"),
"Reporting  of  the  Costs of Start-up Activities."   SOP  98-5  is
effective for financial statements issued for years beginning after
December  15,  1998;  therefore, the Company will  be  required  to
implement its provisions by the first quarter of fiscal  2000.   At
that  time,  the  Company will be required  to  change  the  method
currently used to account for preopening costs.  The application of
SOP  98-5 will result in deferred preopening costs on the Company's
consolidated  balance  sheet as of the date  of  adoption,  net  of
related  tax effects, being charged to operations as the cumulative
effect  of  a  change  in  accounting  principle.   Under  the  new
requirements  for accounting for preopening costs,  the  subsequent
costs  of  start-up  activities will be  expensed  as  incurred.  A
resulting   benefit  of  this  change  is  the  discontinuance   of
amortization  expense in subsequent periods. As of June  24,  1998,
the  balance  of  deferred preopening costs,  net  of  related  tax
effects,  is  approximately  $5.6 million.  However,  the  ultimate
impact of adopting SOP 98-5 on the accounting for preopening  costs
is  contingent  upon the number of future restaurant  openings  and
thus, cannot be reasonably estimated at this time.

In  June 1998, the FASB issued Statement No. 133 ("SFAS No.  133"),
"Accounting  for  Derivative Instruments and  Hedging  Activities."
SFAS  No.  133  establishes accounting and reporting standards  for
derivative  instruments and hedging activities.  SFAS  No.  133  is
effective  for the Company's first quarter financial statements  in
fiscal  2000.  The Company is currently not involved in  derivative
instruments or hedging activities, and therefore, will measure  the
impact of this statement as it becomes necessary.


MANAGEMENT OUTLOOK

In  fiscal 1997, the Company realigned its management structure  to
more  directly  support  its  various  restaurant  concepts.   This
realignment  included  upgrading certain  strategic  functions  and
decentralizing  functions which are more effectively  performed  at
the  concept level.   As a result of this realignment, fiscal  1998
delivered improved financial results, developed a strong foundation
for  the  future  of  the Company, demonstrated how  the  Company's
dynamic multi-concept strategy will allow for sustainable long-term
growth,  and  most importantly, enhanced shareholder value.  During
fiscal  1999,  the Company will build on the momentum generated  in
fiscal 1998 through the following initiatives: (i) continued  focus
on  culinary evolution, service excellence, and overall value, (ii)
disciplined unit expansion in traditional casual dining  locations,
(iii)  developing and expanding Chili's into nontraditional  casual
dining  locations,  such  as  malls  and  airports,  (iv)  enhanced
marketing  and  brand  awareness  across  all  concepts,  and   (v)
continuing  to  explore the market potential of emerging  concepts:
Eatzi's, Cozymel's, Big Bowl, and Wildfire. With this strong  line-
up, management expects to open over 140 new restaurants system-wide
and to approach sales of $2 billion system-wide during fiscal 1999.

In  fiscal  1998  and  1997, the Company  experienced  a  difficult
operating  environment  due to intense competition  and  increasing
labor  costs  caused  by  low unemployment and  a  strong  economy.
Management  expects  these  trends  to  continue  in  fiscal  1999.
However,  management believes that with its strong, well-positioned
brands,  experienced  management team,  and  a  commitment  to  its
customers,   the  Company  will  attain  growth  and  profitability
objectives while creating value for its shareholders.


FORWARD-LOOKING STATEMENTS

Certain  statements contained herein are forward-looking  regarding
future   economic   performance,  restaurant  openings,   operating
margins,  the availability of acceptable real estate locations  for
new   restaurants,  the  sufficiency  of  cash  balances  and  cash
generated  from  operating  and  financing  activities  for  future
liquidity  and  capital resource needs, and other  matters.   These
forward-looking  statements involve risks  and  uncertainties  and,
consequently, could be affected by general business conditions, the
impact  of  competition, the seasonality of the Company's business,
governmental   regulations,   inflation,   changes   in    economic
conditions,  consumer  perceptions  of  food  safety,  changes   in
consumer   tastes,  governmental  monetary  policies,  changes   in
demographic trends, availability of employees, or weather and other
acts of God.


                      BRINKER INTERNATIONAL, INC.
                      Consolidated Balance Sheets
                         (In thousands)


                                                   1998      1997
ASSETS

Current Assets:
 Cash and Cash Equivalents                      $  31,101   $  23,194
 Marketable Securities (Note 4)                        51      24,469
 Accounts Receivable                               18,789      15,258
 Inventories                                       13,774      13,031
 Prepaid Expenses                                  36,576      30,364
 Deferred Income Taxes (Note 6)                     3,250       1,050
 Other                                              1,956       5,068
  Total Current Assets                            105,497     112,434

Property and Equipment, at Cost (Note 8):
 Land                                             145,900     171,551
 Buildings and Leasehold Improvements             541,403     533,579
 Furniture and Equipment                          310,849     294,985
 Construction-in-Progress                          48,245      42,977
                                                1,046,397   1,043,092
 Less Accumulated Depreciation and Amortization   337,825     293,483
  Net Property and Equipment                      708,572     749,609

Other Assets:
 Goodwill, Net (Note 2)                            76,330      78,291
 Other                                             98,984      56,609
  Total Other Assets                              175,314     134,900
  Total Assets                                  $ 989,383   $ 996,943


                                                     (continued)


                      BRINKER INTERNATIONAL, INC.
                      Consolidated Balance Sheets
       (In thousands, except share and per share amounts)


LIABILITIES AND SHAREHOLDERS' EQUITY                      1998        1997

Current Liabilities:
 Current Installments of Long-term Debt (Notes 7 and 8)   $  14,618   $     280
 Accounts Payable                                            97,597      76,640
 Accrued Liabilities (Note 5)                                85,852      72,213
  Total Current Liabilities                                 198,067     149,133

Long-term Debt, Less Current Installments (Notes 7 and 8)   147,288     287,521
Deferred Income Taxes (Note 6)                                8,254       7,426
Other Liabilities                                            42,035      29,119
Commitments and Contingencies (Notes 8 and 12)

Shareholders' Equity (Notes 2, 9, and 10):
 Preferred Stock - 1,000,000 Authorized Shares;
  $1.00 Par Value; No Shares Issued                              -           -
 Common Stock - 250,000,000 Authorized Shares;
  $.10 Par Value; 78,150,054 Shares Issued
  and 65,926,032 Shares Outstanding at
  June 24, 1998, and 77,710,016 Shares Issued
  and 65,233,900 Shares Outstanding at June 25, 1997          7,815       7,771
 Additional Paid-In Capital                                 276,380     270,892
 Unrealized Gain on Marketable Securities (Note 4)               -          304
 Retained Earnings                                          464,083     395,008
                                                            748,278     673,975
 Less: Treasury Stock, at Cost (12,224,022 shares at
   June 24, 1998, and 12,476,116 shares at June 25, 1997)  (154,539)   (150,231)
  Total Shareholders' Equity                                593,739     523,744
  Total Liabilities and Shareholders' Equity              $ 989,383   $ 996,943


See accompanying notes to consolidated financial statements.



                      BRINKER INTERNATIONAL, INC.
                    Consolidated Statements of Income
               (In thousands, except per share amounts)


                                               Fiscal Years
                                    1998         1997        1996

Revenues                            $1,574,414   $1,335,337  $1,162,951

Costs and Expenses:
 Cost of Sales                         426,558      374,525     330,375
 Restaurant Expenses (Note 8)          866,143      720,769     620,441
 Depreciation and Amortization          86,376       78,754      64,611
 General and Administrative             77,407       64,404      54,271
 Interest Expense (Note 7)              11,025        9,453       4,579
 Gain on Sales of Concepts (Note 3)         -           -        (9,262)
 Restructuring Charge (Note 3)              -           -        50,000
 Other, Net (Note 4)                     1,447       (3,553)     (4,201)

  Total Costs and Expenses           1,468,956    1,244,352   1,110,814

Income Before Provision for
 Income Taxes                          105,458       90,985      52,137

Provision for Income Taxes (Note 6)     36,383       30,480      17,756

  Net Income                        $   69,075   $   60,505  $   34,381

Basic Net Income Per Share          $     1.05   $     0.82  $     0.45

Diluted Net Income Per Share        $     1.02   $     0.81  $     0.44

Basic Weighted Average
 Shares Outstanding                     65,766       73,682      76,015

Diluted Weighted Average
 Shares Outstanding                     67,450       74,800      77,905


See accompanying notes to consolidated financial statements.


                            BRINKER INTERNATIONAL, INC.
                    Consolidated Statements of Shareholders' Equity
                             (In thousands)
<TABLE>

                                                Unrealized
                                                Gain (Loss)
                                    Additional    on
                     Common Stock   Paid-in     Marketable   Retained  Treasury
                    Shares  Amount  Capital     Securities   Earnings  Stock     Total
<S>                 <C>     <C>     <C>         <C>          <C>       <C>       <C>
Balances at
 June 28, 1995      72,073  $7,207  $ 190,919   $(1,451)     $300,122  $   -     $496,797

Net Income              -       -          -         -         34,381      -       34,381

Change in Unrealized
 Gain (Loss) on
 Marketable Securities  -       -          -        831            -       -          831

Issuances of
 Common Stock        5,183     519     75,642        -             -       -       76,161

Balances at
 June 26, 1996      77,256   7,726    266,561      (620)      334,503      -      608,170

Net Income              -       -          -         -         60,505      -       60,505

Change in Unrealized
 Gain (Loss) on
 Marketable Securities  -       -          -        924            -        -         924

Purchases of
 Treasury Stock    (12,486)     -          -         -             -   (150,350) (150,350)

Issuances of
 Common Stock          464      45      4,331        -             -        119     4,495

Balances at
 June 25, 1997      65,234   7,771    270,892       304       395,008  (150,231)  523,744

Net Income              -       -          -         -         69,075       -      69,075

Change in Unrealized
 Gain (Loss) on
 Marketable Securities  -       -          -       (304)           -        -        (304)

Purchases of
 Treasury Stock       (809)     -          -         -             -    (17,077)  (17,077)

Issuances of
 Common Stock        1,501      44      5,488        -             -     12,769    18,301

Balances at
 June 24, 1998      65,926  $7,815  $ 276,380   $    -       $464,083 $(154,539) $593,739

</TABLE>
See accompanying notes to consolidated financial statements.



                         BRINKER INTERNATIONAL, INC.
                    Consolidated Statements of Cash Flows
                             (In thousands)
<TABLE>
                                                             Fiscal Years
                                                  1998             1997        1996

<S>                                               <C>              <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                        $  69,075        $  60,505    $  34,381
Adjustments to Reconcile Net Income to Net Cash
 Provided by Operating Activities:
  Depreciation and Amortization of
   Property and Equipment                            70,257           63,866       54,138
  Amortization of Goodwill and Other Assets          16,119           14,888       10,473
  Gain on Sales of Concepts (Note 3)                    -                -         (9,262)
  Restructuring Charge (Note 3)                         -                -         50,000
   Deferred Income Taxes                             (1,220)           4,657       (8,313)
  Changes in Assets and Liabilities, Excluding
   Effects of Acquisitions and Dispositions:
     Receivables                                       (419)          (4,666)       4,783
     Inventories                                       (743)          (1,944)      (1,236)
     Prepaid Expenses                                (6,212)          (5,632)      (3,920)
     Other Assets                                     2,563          (15,309)     (17,717)
     Accounts Payable                                25,527           18,953        1,537
     Accrued Liabilities                             13,639            7,392       (1,596)
     Other Liabilities                               12,352            2,369        3,607
  Other                                                 -                496        2,220
     Net Cash Provided by Operating Activities      200,938          145,575      119,095

CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for Property and Equipment                (167,130)        (191,194)    (187,141)
Payment for Purchase of Restaurants, Net (Note 2)    (2,700)         (15,863)         -
Net Proceeds from Sale-Leasebacks                   125,961              -            -
Proceeds from Sales of Concepts (Note 3)                -                -         73,115
Purchases of Marketable Securities                      -            (38,543)     (61,390)
Proceeds from Sales of Marketable Securities         23,962           80,796       25,137
Investments in Equity Method Investees              (35,500)          (3,230)         -
Net Repayments from (Advances to) Affiliates          5,942           (4,002)      (4,166)
Additions to Other Assets                            (6,850)             -            -
Other                                                   -                -            375
      Net Cash Used in Investing Activities         (56,315)        (172,036)    (154,070)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net (Payments) Borrowings on Credit Facilities     (132,980)         170,000       15,000
Payments of Long-term Debt                             (390)            (348)      (1,530)
Proceeds from Issuances of Common Stock              13,731            3,280        3,667
Purchases of Treasury Stock                         (17,077)        (150,350)         -
Net Cash (Used in) Provided by Financing
        Activities                                 (136,716)          22,582       17,137

Net Increase (Decrease) in Cash and Cash Equivalents  7,907           (3,879)     (17,838)
Cash and Cash Equivalents at Beginning of Year       23,194           27,073       44,911
Cash and Cash Equivalents at End of Year           $ 31,101         $ 23,194     $ 27,073

CASH PAID DURING THE YEAR:
Interest, Net of Amounts Capitalized              $  11,479         $  7,459     $  4,188
Income Taxes                                      $  31,807         $ 26,240     $ 24,558

NON-CASH TRANSACTIONS DURING THE YEAR:
Tax Benefit from Stock Options Exercised          $   4,570         $  1,215     $    729
Common Stock Issued in Connection with Acquisitions$    -           $    -       $ 71,765
Notes Received in Connection with Sales of Concepts$    -           $    -       $  9,800

</TABLE>
                                    
      See accompanying notes to consolidated financial statements.



                         BRINKER INTERNATIONAL, INC.
                  Notes to Consolidated Financial Statements
                                    


1.  SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Presentation

The  consolidated  financial statements include  the  accounts  of  Brinker
International,  Inc.  and  its wholly-owned subsidiaries  ("Company").  All
significant intercompany accounts and transactions have been eliminated  in
consolidation.  The  Company  owns  and operates,  or  franchises,  various
restaurant  concepts principally located in the United States.  Investments
in  unconsolidated  affiliates in which the Company  exercises  significant
influence,  but  does not control, are accounted for by the equity  method,
and the Company's share of the net income or loss is included in other, net
in the consolidated statements of income.

The  Company  has a 52/53 week fiscal year ending on the last Wednesday  in
June.  The fiscal years 1998, 1997, and 1996, which ended on June 24, 1998,
June 25, 1997, and June 26, 1996, respectively, all contained 52 weeks.

Certain  prior  year  amounts  in the accompanying  consolidated  financial
statements   have   been   reclassified  to  conform   with   fiscal   1998
classifications.

(b) Financial Instruments

The  Company's policy is to invest cash in excess of operating requirements
in   income-producing  investments.  Cash  invested  in  instruments   with
maturities  of three months or less at the time of investment is  reflected
as  cash equivalents. Cash equivalents of $319,000 and $7.4 million at June
24, 1998 and June 25, 1997, respectively, consist primarily of money market
funds and commercial paper.

The  Company's  financial instruments at June 24, 1998 and  June  25,  1997
consist  of  cash equivalents, marketable securities, accounts  receivable,
short-term  debt,  and long-term debt. The fair value  of  these  financial
instruments  approximates the carrying amounts reported in the consolidated
balance  sheets.  The  following methods were used in estimating  the  fair
value  of  each  class of financial instrument: cash equivalents,  accounts
receivable, and short-term debt approximate their carrying amounts  due  to
the  short  duration  of those items; marketable securities  are  based  on
quoted  market prices; and long-term debt is based on the amount of  future
cash  flows discounted using the Company's expected borrowing rate for debt
of  comparable risk and maturity.  None of these financial instruments  are
held for trading purposes.

(c) Inventories

Inventories, which consist of food, beverages, and supplies, are stated  at
the lower of cost (weighted average cost method) or market.

(d) Property and Equipment

Buildings  and leasehold improvements are amortized using the straight-line
method over the lesser of the life of the lease, including renewal options,
or  the  estimated useful lives of the assets, which range  from  5  to  20
years.  Furniture  and  equipment are depreciated using  the  straight-line
method over the estimated useful lives of the assets, which range from 3 to
8 years.

(e) Capitalized Interest

Interest  costs  capitalized during the construction period of  restaurants
were  approximately  $3.6 million, $4.5 million, and  $4.4  million  during
fiscal 1998, 1997, and 1996, respectively.

(f) Advertising

Advertising costs are expensed as incurred.  Advertising costs  were  $60.6
million,  $47.0 million, and $41.2 million in fiscal 1998, 1997, and  1996,
respectively,  and are included in restaurant expenses in the  consolidated
statements of income.

(g) Preopening Costs

Capitalized  preopening  costs  include the direct  and  incremental  costs
typically  associated with the opening of a new restaurant which  primarily
consist  of  costs  incurred  to develop new restaurant  management  teams,
travel and lodging for both the training and opening unit management teams,
and  the  food, beverage, and supplies costs incurred to perform role  play
testing  of  all equipment, concept systems, and recipes. Preopening  costs
are included in other assets and amortized over a period of twelve months.

(h) Goodwill and Other Intangible Assets

Intangible  assets  include  both  goodwill  and  identifiable  intangibles
arising  from  the  allocation of the purchase prices of  assets  acquired.
Goodwill  represents the residual purchase price after  allocation  to  all
identifiable net assets of businesses acquired.  Other intangibles  consist
mainly   of  reacquired  franchise  rights,  trademarks,  and  intellectual
property.   All  intangible  assets are  stated  at  historical  cost  less
accumulated  amortization. Intangible assets are amortized on  a  straight-
line  basis over 30 to 40 years for goodwill and 15 to 25 years  for  other
intangibles.  The Company assesses the recoverability of intangible  assets
by  determining  whether  the  asset balance  can  be  recovered  over  its
remaining  life  through undiscounted future operating cash  flows  of  the
acquired  asset.   The amount of impairment, if any, is measured  based  on
projected discounted future operating cash flows. Management believes  that
no  impairment of intangible assets has occurred and that no  reduction  of
the  related estimated useful lives is warranted.  Accumulated amortization
for goodwill was $6.5 million and $4.3 million as of June 24, 1998 and June
25,  1997,  respectively.  Accumulated amortization  for  other  intangible
assets  was  $691,000 and $257,000 as of June 24, 1998 and June  25,  1997,
respectively.

(i)  Recoverability of Long-Lived Assets

In  accordance  with Statement of Financial Accounting  Standards  No.  121
("SFAS  No. 121"), "Accounting for the Impairment of Long-Lived Assets  and
for  Long-Lived Assets to be Disposed of," the Company evaluates long-lived
assets  and  certain identifiable intangibles to be held and  used  in  the
business  for  impairment  whenever  events  or  changes  in  circumstances
indicate  that  the carrying amount of an asset may not be recoverable.  An
impairment  is  determined  by  comparing  estimated  undiscounted   future
operating  cash flows to the carrying amounts of assets. If  an  impairment
exists,  the  amount of impairment is measured as the sum of the  estimated
discounted  future  operating cash flows of such  asset  and  the  expected
proceeds  upon sale of the asset less its carrying amount. The adoption  of
SFAS No. 121 in fiscal 1997 did not have a material effect on the Company's
consolidated financial statements.

(j) Income Taxes

Deferred  tax  assets and liabilities are recognized  for  the  future  tax
consequences  attributable to differences between the  financial  statement
carrying  amounts  of existing assets and liabilities and their  respective
tax  bases. Deferred tax assets and liabilities are measured using  enacted
tax  rates expected to apply to taxable income in the years in which  those
temporary  differences are expected to be recovered or settled. The  effect
on  deferred  tax  assets  and liabilities of a  change  in  tax  rates  is
recognized in income in the period that includes the enactment date.

(k) Treasury Stock

During  fiscal  1998,  pursuant  to a $50  million  plan  approved  by  the
Company's  Board of Directors, the Company repurchased $17 million  of  its
common  stock  (809,000  shares) in accordance with  applicable  securities
regulations.  The repurchased common stock will be used by the  Company  to
satisfy obligations under its savings and stock option plans and for  other
corporate  purposes.   The  repurchased common  stock  is  reflected  as  a
reduction  of  shareholders'  equity.   During  fiscal  1997,  the  Company
repurchased  approximately $150 million of its common stock  (12.5  million
shares) under a similar plan.

(l) Derivative Instruments

The  Company's  policy  prohibits the use  of  derivative  instruments  for
trading  purposes and the Company has procedures in place  to  monitor  and
control their use. The Company's use of derivative instruments is primarily
limited to interest rate swaps and forwards which are entered into with the
intent of managing overall borrowing costs.

As  of  June  24,  1998,  the Company was not involved  in  any  derivative
instruments.   During 1998 and 1997, the Company participated  in  interest
rate  forwards  to effectively fix the interest rate in anticipation  of  a
sale  and  leaseback of certain real estate assets which  was  executed  in
1998.   These forwards were designated as hedges and the resulting loss  on
settlement  was  deferred and is being amortized to rent expense  over  the
life of the lease.

(m) Stock-Based Compensation

In accordance with Accounting Principles Board No. 25, the Company uses the
intrinsic  value-based method for measuring stock-based  compensation  cost
which  measures  compensation cost as the excess, if  any,  of  the  quoted
market price of Company common stock at the grant date over the amount  the
employee  must  pay for the stock. The Company's policy is to  grant  stock
options  at fair value at the date of grant. Proceeds from the exercise  of
common stock options issued to officers, directors, and key employees under
the Company's stock option plans are credited to common stock to the extent
of par value and to additional paid-in capital for the excess. Required pro
forma  disclosures of compensation expense determined under the fair  value
method  of  Statement of Financial Accounting Standards No. 123 ("SFAS  No.
123"), "Accounting for Stock-Based Compensation," are presented in Note 9.

(n) Net Income Per Share

During  fiscal 1998, the Company adopted Statement of Financial  Accounting
Standards  No. 128 ("SFAS No. 128"), "Earnings per Share."   SFAS  No.  128
requires disclosure of basic and diluted earnings per share.  In accordance
with  SFAS No. 128, all prior period earnings per share have been restated.
Basic earnings per share is computed by dividing income available to common
shareholders  by  the weighted average number of common shares  outstanding
for  the  reporting  period.   Diluted  earnings  per  share  reflects  the
potential  dilution  that could occur if securities or other  contracts  to
issue common stock were exercised or converted into common stock.  For  the
calculation  of  diluted net income per share, the basic  weighted  average
number  of shares is increased by common equivalent shares (stock  options)
determined  using  the treasury stock method based on  the  average  market
price exceeding the exercise price of the stock options.

(o) Use of Estimates

The preparation of the consolidated financial statements in conformity with
generally  accepted  accounting  principles  requires  management  to  make
estimates  and assumptions that affect the reported amounts of  assets  and
liabilities and the disclosure of contingent assets and liabilities at  the
date  of the consolidated financial statements and the reported amounts  of
revenues and costs and expenses during the reporting period. Actual results
could differ from those estimates.

2.  ACQUISITIONS

During  the  three  years ended June 24, 1998, the  Company  completed  the
acquisitions  set  forth below. These acquisitions were  accounted  for  as
purchases  and  the excess of cost over the fair values of the  net  assets
acquired  was  recorded  as  goodwill and the  operations  of  the  related
restaurants  are  included  in  the  Company's  consolidated   results   of
operations from the dates of acquisition. The operations of the restaurants
acquired are not material.

On  December  19, 1997, the Company acquired 3 Chili's restaurants  from  a
franchisee for approximately $2.7 million in cash.  Goodwill resulting from
this transaction was not material.

On  October  1,  1996, the Company acquired 13 Chili's restaurants  from  a
franchisee   for   approximately  $16.2  million  in  cash.   Goodwill   of
approximately $7.3 million is being amortized on a straight-line basis over
30 years.

On  July 19, 1995, the Company acquired the remaining 50% interest  in  its
Cozymel's  restaurant  concept in exchange for 430,769  shares  of  Company
common  stock representing a cost of approximately $7.6 million. On  August
29,  1995,  the  Company acquired the Maggiano's Little  Italy  and  Corner
Bakery  concepts  in exchange for 4.0 million shares of  its  common  stock
representing   a  cost  of  approximately  $57.9  million.    Goodwill   of
approximately  $7.6  million  and  $57.5 million,  respectively,  is  being
amortized on a straight-line basis over 40 years.

3.  RESTRUCTURING RELATED ITEMS

The  Company recorded a $50 million restructuring charge during the  second
quarter  of  fiscal 1996 related to the adoption of a strategic plan  which
included   the   disposition  or  conversion  of  30  to  40  Company-owned
restaurants  that  had not met management's financial return  expectations.
The  charge  resulted  in a reduction in net income of approximately  $32.5
million  ($0.42 per diluted 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. Through fiscal 1998,  $47.1
million  of  restructuring costs have been incurred, of which $5.6  million
were  cash payments primarily for lease obligations and $41.5 million  were
non-cash charges primarily for asset write-downs. The restructuring actions
were  substantially  completed in fiscal 1997.  The results  of  operations
from  restaurants that have been disposed are not material.   In  addition,
the  Company completed the sales of the Grady's American Grill,  Spageddies
Italian  Kitchen,  and Kona Ranch Steak House concepts  during  the  second
quarter of fiscal 1996, recognizing a gain of approximately $9.3 million.

4.  MARKETABLE SECURITIES

At  June  24,  1998  and  June 25, 1997, marketable  securities  (primarily
investment-grade preferred stock) are classified as available-for-sale. The
cost and fair value of marketable securities at June 24, 1998 and June  25,
1997 are as follows (in thousands):

                                                  1998        1997
Cost                                            $     51    $ 24,013
Gross unrealized holding gains                         -         483
Gross unrealized holding losses                        -         (27)
Fair value                                      $     51    $ 24,469


Realized   gains  and  realized  losses  are  determined  on   a   specific
identification  basis. Realized gains and realized losses  from  investment
transactions were $427,000 and $0 during fiscal 1998, $313,000 and $646,000
during  fiscal 1997, and $38,000 and $949,000 during fiscal 1996.  Interest
and  dividend income during fiscal 1998, 1997, and 1996 was $943,000,  $5.0
million, and $5.1 million, respectively. Realized gains and realized losses
as  well as interest and dividend income are included in other, net in  the
consolidated statements of income.


5.  ACCRUED LIABILITIES

Accrued liabilities consist of the following (in thousands):
                                                    1998      1997
Payroll                                           $ 39,752   $ 26,798
Insurance                                           11,718      9,075
Property tax                                         9,754      8,944
Sales tax                                            8,759      7,514
Other                                               15,869     19,882
                                                  $ 85,852   $ 72,213

6.  INCOME TAXES

The provision for income taxes consists of the following (in thousands):

                                             1998      1997      1996
Current income tax expense:
 Federal                                   $ 34,347  $ 22,471   $ 22,222
 State                                        3,408     3,352      3,847
   Total current income tax expense          37,755    25,823     26,069

Deferred income tax expense (benefit):
 Federal                                     (1,212)     4,113    (7,343)
 State                                         (160)       544      (970)
Total deferred income tax expense (benefit)  (1,372)     4,657    (8,313)
                                           $ 36,383   $ 30,480  $ 17,756

A  reconciliation between the reported provision for income taxes  and  the
amount computed by applying the statutory Federal income tax rate of 35% to
income before provision for income taxes follows (in thousands):

                                           1998        1997      1996
Income tax expense at statutory rate     $ 36,910    $ 31,845  $ 18,248
FICA tax credit                            (3,575)     (2,925)   (2,382)
Net investment activities                    (102)       (688)     (405)
State income taxes, net of Federal benefit  2,217       1,872     1,657
Other                                         933         376       638
                                         $ 36,383    $ 30,480  $ 17,756

The  income  tax  effects  of  temporary  differences  that  give  rise  to
significant  portions of deferred income tax assets and liabilities  as  of
June 24, 1998 and June 25, 1997 are as follows (in thousands):

                                                    1998      1997
Deferred income tax assets:
 Insurance reserves                               $ 12,361  $  8,034
 Leasing transactions                                2,034     2,099
 Other, net                                         12,936    11,240
   Total deferred income tax assets                 27,331    21,373

Deferred income tax liabilities:
 Depreciation and capitalized interest
   on property and equipment                        16,664    12,467
  Prepaid expenses                                   7,580     7,034
 Preopening costs                                    3,258     3,432
 Goodwill and other amortization                     1,697       819
 Other, net                                          3,136     3,997
   Total deferred income tax liabilities            32,335    27,749
   Net deferred income tax liability              $  5,004  $  6,376


7.  DEBT

The  Company  has credit facilities aggregating $360 million  at  June  24,
1998.  A credit facility of $260 million bears interest at LIBOR (5.66%  at
June  24, 1998) plus a maximum of .50% and expires in fiscal 2002. At  June
24,  1998,  $55 million was outstanding under this facility. The  remaining
credit  facilities bear interest based upon the lower of the banks'  "Base"
rate,  certificate  of deposit rate, negotiated rate, or  LIBOR  rate  plus
 .375%,  and  expire  during  fiscal years  1999  and  2000.  Unused  credit
facilities  available to the Company were approximately $292.2  million  at
June  24,  1998.  Obligations under the Company's credit facilities,  which
require  short-term  repayments, have been classified  as  long-term  debt,
reflecting  the Company's intent and ability to refinance these  borrowings
through the existing credit facilities.

Long-term debt consists of the following (in thousands):

                                                    1998       1997
7.8% senior notes                                 $ 100,000   $ 100,000
Credit Facilities                                    59,495     185,000
Capital lease obligations (see Note 8)                2,411       2,801
                                                    161,906     287,801
Less current installments                            14,618         280
                                                  $ 147,288   $ 287,521

The  $100 million of unsecured senior notes bear interest at an annual rate
of  7.8%. Interest is payable semi-annually and the Company is required  to
pay  14.3%  (or  $14.3 million) of the original principal balance  annually
beginning  in  fiscal  1999 through fiscal 2004 with the  remaining  unpaid
balance due in fiscal 2005.

The  Company is the guarantor of $10 million of an unsecured line of credit
which permits borrowing of up to $30 million for certain franchisees.   The
outstanding balance at June 24, 1998 was $6.7 million.


8.  LEASES

(a) Capital Leases

The Company leases certain buildings under capital leases. The asset values
of  $6.5  million and $6.9 million at June 24, 1998 and June 25, 1997,  and
the  related accumulated amortization of $5.6 million and $5.7  million  at
June 24, 1998 and June 25, 1997, respectively, are included in property and
equipment.

(b) Operating Leases

The  Company  leases  restaurant  facilities,  office  space,  and  certain
equipment  under  operating leases having terms expiring at  various  dates
through fiscal 2022. The restaurant leases have renewal clauses of 1 to  30
years at the option of the Company and have provisions for contingent  rent
based  upon  a  percentage of gross sales, as defined in the  leases.  Rent
expense  for fiscal 1998, 1997, and 1996 was $55.4 million, $41.0  million,
and  $37.9 million, respectively. Contingent rent included in rent  expense
for  fiscal 1998, 1997, and 1996 was $4.9 million, $3.1 million,  and  $3.2
million, respectively.

In  July  1993,  the Company entered into operating lease  agreements  with
unaffiliated groups to lease certain restaurant sites. During  fiscal  1995
and  1994, the Company utilized the entire commitment of approximately  $30
million  for  the development of restaurants leased by the Company.   Since
inception of the commitment, the Company has retired several properties  in
the  commitment  which  thereby reduced the  outstanding  balance.  At  the
expiration  of the lease term, the Company has, at its option, the  ability
to  purchase  all  of  the properties, or to guarantee the  residual  value
related to the remaining properties, which is currently approximately $20.9
million.  Based on the analysis of the operations of these properties,  the
Company believes the properties support the guaranteed residual value.

In  July  1997,  the  Company  entered into an equipment  leasing  facility
pursuant to which the Company may lease up to $55 million of equipment.  Of
this  amount,  the  Company has received commitments to fund  up  to  $47.5
million of the facility.  As of June 24, 1998, $24.4 million of the leasing
facility has been utilized, including a $10.2 million sale and leaseback of
existing  equipment.  The facility, which is accounted for as an  operating
lease,  expires in fiscal 2003 and does not provide for a renewal.  At  the
end  of  the lease term, the Company has the option to purchase all of  the
leased  equipment  for  an amount equal to the unamortized  lease  balance,
which  amount will be approximately 75% of the total amount funded  through
the  facility.  The Company believes that the future cash flows related  to
the equipment support the unamortized lease balance.

In  November 1997, the Company executed a $124.0 million sale and leaseback
of  certain real estate assets.  The $8.7 million gain resulting  from  the
sale,  along  with  certain transaction costs, was  deferred  and  will  be
amortized  over the 20-year term of the operating lease.  The net  proceeds
from  the  sale were used to retire $115.0 million of the Company's  credit
facilities.

(c) Commitments

At  June  24, 1998, future minimum lease payments on capital and  operating
leases were as follows (in thousands):

Fiscal                                          Capital   Operating
Year                                            Leases     Leases

1999                                            $  609    $ 53,440
2000                                               584      52,734
2001                                               566      50,574
2002                                               566      47,406
2003                                               566      46,200
Thereafter                                         578     354,659
  Total minimum lease payments                   3,469    $605,013
  Imputed interest (average rate of 11.5%)       1,058
  Present value of minimum lease payments        2,411
  Less current installments                        318
  Capital lease obligations - noncurrent        $2,093

At  June 24, 1998, the Company had entered into other lease agreements  for
restaurant   facilities  currently  under  construction  or   yet   to   be
constructed. In addition to a base rent, the leases also contain provisions
for  additional contingent rent based upon gross sales, as defined  in  the
leases. Classification of these leases as capital or operating has not been
determined as construction of the leased properties has not been completed.


9.  STOCK OPTION PLANS

(a) 1983 and 1992 Employee Incentive Stock Option Plans

In accordance with the Incentive Stock Option Plans adopted in October 1983
and November 1992, options to purchase approximately 20.8 million shares of
Company  common  stock  may  be  granted to officers,  directors,  and  key
employees.  Options are granted at market value on the date of  grant,  are
exercisable beginning one to two years from the date of grant, with various
vesting periods, and expire ten years from the date of grant.

In   October   1993,  the  1983  Incentive  Stock  Option   Plan   expired.
Consequently, no options were granted under that Plan subsequent to  fiscal
1993.  Options  granted  prior  to  the  expiration  of  this  Plan  remain
exercisable through April 2003.

Transactions  during  fiscal  1998, 1997, and  1996  were  as  follows  (in
thousands, except option prices):

                                 Number of         Weighted Average Share
                              Company Options          Exercise Price
                            1998    1997    1996     1998     1997     1996
Options outstanding at
 beginning of year          9,458   9,049   7,570    $14.13   $14.52  $14.79
Granted                     1,661   1,842   2,287     14.07    11.79   12.96
Exercised                  (1,068)   (383)   (425)    10.76     6.83    8.61
Canceled                     (309) (1,050)   (383)    16.03    16.03   17.47
Options outstanding at
 end of year                9,742   9,458   9,049    $14.43   $14.13  $14.52

Options exercisable at
  end of year               5,556   4,735   4,298    $15.60   $14.61  $12.85


                          Options Outstanding         Options Exercisable
                           Weighted
                           average       Weighted                     Weighted
  Range of                 remaining     average                      average
  exercise     Number of   contractual   exercise       Number of     exercise
   price        options    life (years)   price          options      price

$ 2.45-$6.12        473        1.51      $ 5.61              473      $ 5.61
$10.89-$14.56     5,829        7.39       12.59            1,992       12.54
$15.25-$19.33     2,326        5.94       17.66            1,977       18.02
$20.38-$26.83     1,114        5.97       21.02            1,114       21.02
                  9,742        6.59      $14.43            5,556      $15.60

(b) 1984 Non-Qualified Stock Option Plan

In  accordance with the Non-Qualified Stock Option Plan adopted  in
December  1984, options to purchase approximately 5 million  shares
of  Company  common stock were authorized for grant.  Options  were
granted  at  market  value on the date of  grant,  are  exercisable
beginning  one  year from the date of grant, with  various  vesting
periods, and expire ten years from the date of grant.

In   November  1989,  the  Non-Qualified  Stock  Option  Plan   was
terminated.  Consequently, no options were  granted  subsequent  to
fiscal 1990. Options granted prior to the termination of this  plan
remain exercisable through June 1999.

Transactions during fiscal 1998, 1997, and 1996 were as follows (in
thousands, except option prices):

                                 Number of         Weighted Average Share
                              Company Options          Exercise Price
                            1998   1997   1996      1998   1997    1996

Options outstanding at
 beginning of year           481    544    548     $ 3.75 $ 3.66  $ 3.63
Exercised                   (371)   (61)    (4)      3.02   2.95    0.35
Canceled                      -             (2)      -        -     2.45
- -
Options outstanding and
 exercisable at end of year  110    481     544    $ 6.21  $ 3.75 $ 3.66

At  June  24, 1998, the exercise price for options outstanding  was
$5.30  with a weighted average remaining contractual life  of  1.26
years.

(c) 1991 Non-Employee Stock Option Plan

In accordance with the Stock Option Plan for Non-Employee Directors
and  Consultants  adopted in May 1991, options to purchase  587,500
shares  of Company common stock were authorized for grant.  Options
are  granted  at market value on the date of grant, vest  one-third
each  year  beginning two years from the date of grant, and  expire
ten years from the date of grant.

Transactions during fiscal 1998, 1997, and 1996 were as follows (in
thousands, except option prices):

                                 Number of         Weighted Average Share
                              Company Options          Exercise Price
                            1998   1997   1996      1998   1997    1996
Options outstanding at
 beginning of year            201    202    204    $16.10 $16.21  $16.07
Granted                        52      3      3     16.40  16.88   17.50
Exercised                     (23)     -      -     12.60     -      -
Canceled                       -      (4)    (5)       -   23.61   11.22
Options outstanding at
 end of year                  230    201    202    $16.51 $16.10  $16.21

Options exercisable at
 end of year                  174    155    106    $16.52 $15.25  $13.16

At June 24, 1998, the range of exercise prices for options
outstanding was $11.22 to $23.92 with a weighted average remaining
contractual life of 6.01 years.

(d)  On The Border 1989 Stock Option Plan

In  accordance  with  the  Stock Option  Plan  for  On  The  Border
employees and consultants, options to purchase 550,000 shares of On
The Border's preacquisition common stock were authorized for grant.
Effective May 18, 1994, the 376,000 unexercised On The Border stock
options  became  exercisable immediately  in  accordance  with  the
provisions  of  the  Stock  Option  Plan  and  were  converted   to
approximately  124,000 Company stock options and expire  ten  years
from the date of original grant.

Transactions during fiscal 1998, 1997, and 1996 were as follows (in
thousands, except option prices):

                                 Number of         Weighted Average Share
                              Company Options          Exercise Price
                            1998   1997   1996      1998   1997    1996

Options outstanding at
 beginning of year             36     63    109    $19.38 $19.03  $18.83
Exercised                      (1)    (5)   (17)    18.24  17.99   18.54
Canceled                        -    (22)   (29)      -    18.68   18.58
Options outstanding and
 exercisable at end of year    35     36     63    $19.39 $19.38  $19.03

At  June  24,  1998,  the  range  of exercise  prices  for  options
outstanding was $18.24 to $19.76 with a weighted average  remaining
contractual life of 4.74 years.

The  Company has adopted the disclosure-only provisions of SFAS No.
123.  Accordingly,  no compensation cost has  been  recognized  for
Company  stock option plans. Pursuant to the employee  compensation
provisions of SFAS No. 123, the Company's net income per common and
equivalent  share would have been reduced to the pro forma  amounts
indicated below (in thousands, except per share data).

                                                1998         1997        1996

Net income - as reported                   $   69,075      $  60,505   $  34,381
Net income - pro forma                     $   62,745      $  56,943   $  32,857
Diluted net income per share - as reported $    1.02       $    0.81   $    0.44
Diluted net income per share - pro forma   $    0.93       $    0.76   $    0.42

The  fair value of each option grant is estimated using the  Black-
Scholes  option-pricing model with the following  weighted  average
assumptions:

                                        1998       1997      1996

Expected volatility                    41.5%       39.7%      36.0%
Risk-free interest rate                 5.8%        6.2%       5.7%
Expected lives                         5 years    5 years    5 years
Dividend yield                          0.0%        0.0%       0.0%

The   pro  forma  disclosures  provided  are  not  likely   to   be
representative  of  the effects on reported net income  for  future
years  due  to  future grants and the vesting requirements  of  the
Company's stock option plans.

10.  STOCKHOLDER PROTECTION RIGHTS PLAN

The  Company  maintains a Stockholder Protection Rights  Plan  (the
"Plan").   Upon implementation of the Plan, the Company declared  a
dividend  of  one right on each outstanding share of common  stock.
The   rights  are  evidenced  by  the  common  stock  certificates,
automatically trade with the common stock, and are not  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 Company 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.


11.  SAVINGS PLANS

The  Company  sponsors a qualified defined contribution  retirement
plan ("Plan I") covering salaried employees who have completed  one
year or 1,000 hours of service. Plan I allows eligible employees to
defer  receipt  of up to 20% of their compensation  and  contribute
such  amounts to various investment funds. The Company matches with
its  common  stock  25%  of the first 5% an  employee  contributes.
Employee contributions vest immediately while Company contributions
vest  25%  annually beginning in the participants' second  year  of
eligibility since plan inception. In fiscal 1998, 1997,  and  1996,
the Company contributed approximately $600,000 (representing 28,279
shares  of  Company  common stock), $432,000  (representing  30,438
shares  of Company common stock), and $362,000 (representing 23,582
shares of Company common stock), respectively.

The   Company   sponsors   a  non-qualified  defined   contribution
retirement  plan ("Plan II") covering highly compensated employees,
as  defined in the plan. Plan II allows eligible employees to defer
receipt  of up to 20% of their base compensation and 100% of  their
eligible bonuses, as defined in the plan. The Company matches  with
its  common  stock  25%  of the first 5% a non-officer  contributes
while  officers' contributions are matched at the  same  rate  with
cash.   Employee  contributions  vest  immediately  while   Company
contributions  vest  25% annually beginning  in  the  participants'
second  year  of employment since plan inception. In  fiscal  1998,
1997, and 1996, the Company contributed approximately $298,000  (of
which  approximately $181,000 was used to purchase 9,584 shares  of
Company  common  stock), $215,000 (of which approximately  $138,000
was  used  to  purchase 9,347 shares of Company common stock),  and
$260,000  (of  which approximately $165,000 was  used  to  purchase
10,584  shares  of  Company  common stock),  respectively.  At  the
inception of Plan II, the Company established a Rabbi Trust to fund
Plan  II  obligations.  The market value of  the  trust  assets  is
included  in other assets and the liability to Plan II participants
is included in other liabilities.

12.  CONTINGENCIES

The Company is engaged in various legal proceedings and has certain
unresolved claims pending. The ultimate liability, if any, for  the
aggregate  amounts  claimed  cannot be  determined  at  this  time.
However,  management of the Company, based upon  consultation  with
legal  counsel, is of the opinion that there are no matters pending
or  threatened which are expected to have a material adverse effect
on  the  Company's consolidated financial condition or  results  of
operations.

13.  QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following table summarizes the unaudited consolidated quarterly
results of operations for fiscal 1998 and 1997(in thousands, except
per share amounts):

                                           Fiscal Year 1998
                                            Quarters Ended

                           Sept. 24   Dec. 24  March 25   June 24

Revenues                   $375,963  $374,502  $401,002  $422,947
Income Before Provision
 for Income Taxes            25,223    20,398    24,626    35,211
Net Income                   16,521    13,361    16,130    23,063
Basic Net Income Per Share     0.25      0.20      0.24      0.35
Diluted  Net Income Per Share  0.25      0.20      0.24      0.34
Basic Weighted Average
 Shares Outstanding          65,272    65,593    65,894    66,364
Diluted Weighted Average
 Shares Outstanding          66,635    66,925    67,596    68,674


                                          Fiscal Year 1997
                                           Quarters Ended

                           Sept. 25   Dec. 25  March 26   June 25

Revenues                   $308,665  $310,925  $345,510  $370,237
Income Before Provision
 for Income Taxes            24,631    17,511    20,048    28,795
Net Income                   16,380    11,644    13,332    19,149
Basic and Diluted
 Net Income Per Share          0.21      0.15      0.18      0.29
Basic Weighted Average
 Shares Outstanding          77,277    77,460    74,248    66,015
Diluted Weighted Average
 Shares Outstanding          78,463    78,948    75,224    66,834



                           INDEPENDENT AUDITORS' REPORT

The Board of Directors
Brinker International, Inc.:

We have audited the accompanying consolidated balance sheets of Brinker
International, Inc. and subisdiaries as of June 24, 1998 and June 25, 1997,
and the related consolidated statements of income, shareholders' equity and
cash flows for each of the three-year period ended June 24, 1998.  These
consolidated financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Brinker
International, Inc. and subsidiaries as of June 24, 1998 and June 25, 1997, and
the results of their operations and their cash flows for each of the years in
the three-year period ended June 24, 1998 in conformity with generally accepted
accounting principles.


                                         KPMG Peat Marwick LLP

Dallas, Texas
July 29, 1998



                           EXHIBIT 21

      BRINKER INTERNATIONAL, INC., A DELAWARE CORPORATION

                          SUBSIDIARIES


REGISTRANT'S  subsidiaries  operate full-service  restaurants  in
various  locations throughout the United States under  the  names
Chili's  Grill  &  Bar, Romano's Macaroni Grill,  On  The  Border
Mexican Cafe, Cozymel's Coastal Mexican Grill, Maggiano's  Little
Italy,  Corner  Bakery, and a market store and bakery  under  the
name Eatzi's Market and Bakery.

     BRINKER RESTAURANT CORPORATION, a Delaware corporation
     MAGGIANO'S/CORNER BAKERY, INC., an Illinois corporation
          BRINKER ALABAMA, INC., a Delaware corporation
         BRINKER ARKANSAS, INC., a Delaware corporation
    BRINKER AUSTRALIA PTY LIMITED, an Australian corporation
     BRINKER CONNECTICUT CORPORATION, a Delaware corporation
         BRINKER DELAWARE, INC., a Delaware corporation
          BRINKER FLORIDA, INC., a Delaware corporation
          BRINKER GEORGIA, INC., a Delaware corporation
          BRINKER INDIANA, INC., a Delaware corporation
           BRINKER IOWA, INC., a Delaware corporation
         BRINKER KENTUCKY, INC., a Delaware corporation
         BRINKER LOUISIANA, INC., a Delaware corporation
    BRINKER MASSACHUSETTS CORPORATION, a Delaware corporation
         BRINKER MISSOURI, INC., a Delaware corporation
        BRINKER MISSISSIPPI, INC., a Delaware corporation
   BRINKER OF MONTGOMERY COUNTY, INC., a Maryland corporation
           BRINKER NEVADA, INC., a Nevada corporation
        BRINKER NEW JERSEY, INC., a Delaware corporation
      BRINKER NORTH CAROLINA, INC., a Delaware corporation
           BRINKER OHIO, INC., a Delaware corporation
         BRINKER OKLAHOMA, INC., a Delaware corporation
      BRINKER SOUTH CAROLINA, INC., a Delaware corporation
         BRINKER UK CORPORATION, a Delaware corporation
         BRINKER VIRGINIA, INC., a Delaware corporation
        BRINKER TEXAS, L.P., a Texas limited partnership
       CHILI'S BEVERAGE COMPANY, INC., a Texas corporation
             CHILI'S, INC., a Tennessee corporation
       CHILI'S OF MINNESOTA, INC., a Minnesota corporation
          CHILI'S OF KANSAS, INC., a Kansas corporation
        BRINKER PENN TRUST, a Pennsylvania business trust
   CHILI'S OF WEST VIRGINIA, INC., a West Virginia corporation
       CHILI'S OF WISCONSIN, INC., a Wisconsin corporation
        BRINKER FREEHOLD, INC., a New Jersey corporation
       MAGGIANO'S OF TYSON'S, INC., a Virginia corporation
       ROMANO'S OF ANNAPOLIS, INC., a Maryland corporation
        CHILI'S OF BEL AIR, INC., a Maryland corporation
        CHILI'S OF MARYLAND, INC., a Maryland corporation
    BRINKER OF BALTIMORE COUNTY, INC., a Maryland corporation
     BRINKER OF HOWARD COUNTY, INC., a Maryland corporation
     BRINKER RHODE ISLAND, INC., a Rhode Island corporation
          BRINKER OF D.C., INC., a Delaware corporation
              CHILI'S, INC., a Delaware corporation
           EATZI'S CORPORATION, a Delaware corporation
       EATZI'S INVESTMENT COMPANY, a Delaware corporation
    EATZI'S TEXAS HOLDING CORPORATION, a Delaware corporation
        EATZI'S TEXAS, L.P., a Texas limited partnership
          EATZI'S BEVERAGE COMPANY, a Texas corporation
   EATZI'S MASSACHUSETTS BEVERAGE CORPORATION, a Massachusetts
                           corporation
   EATZI'S OF MONTGOMERY COUNTY, INC., a Delaware corporation
 MAGGIANO'S/CORNER BAKERY BEVERAGE COMPANY, a Texas corporation
    MAGGIANO'S/CORNER BAKERY HOLDING CORPORATION, a Delaware
                           corporation
   MAGGIANO'S/CORNER BAKERY, L.P., a Texas limited partnership
                                


                         EXHIBIT 23
                              
                              
                              
                INDEPENDENT AUDITORS' CONSENT
                              
                              
                              
The Board of Directors
Brinker International, Inc.:



We  consent  to  incorporation by reference in  Registration
Statement Nos. 33-61594, 33-56491, and 333-02201 on Form S-8
and  Nos. 33-53965, 33-55181, 33-63551, 333-00169, and  333-
07481  on  Form S-3, of Brinker International, Inc.  of  our
report  dated  July 29, 1998, relating to  the  consolidated
balance   sheets   of   Brinker  International,   Inc.   and
subsidiaries as of June 24, 1998 and June 25, 1997  and  the
related  consolidated  statements of  income,  shareholders'
equity  and  cash flows for each of the years in the  three-
year   period   ended  June  24,  1998,  which   report   is
incorporated by reference in the June 24, 1998 annual report
on Form 10-K of Brinker International, Inc.



                                   /KPMG Peat Marwick LLP


Dallas, Texas
September 18, 1998


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AND RELATED CONDENSED CONSOLIDATED
STATEMENT OF INCOME OF BRINKER INTERNATIONAL, INC. AS OF AND FOR THE YEAR ENDED
JUNE 24, 1998, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          JUN-24-1998
<PERIOD-END>                               JUN-24-1998
<CASH>                                          31,101
<SECURITIES>                                        51
<RECEIVABLES>                                   20,938
<ALLOWANCES>                                       193
<INVENTORY>                                     13,774
<CURRENT-ASSETS>                               105,497
<PP&E>                                       1,046,397
<DEPRECIATION>                                 337,825
<TOTAL-ASSETS>                                 989,383
<CURRENT-LIABILITIES>                          198,067
<BONDS>                                        147,288
                                0
                                          0
<COMMON>                                         7,815
<OTHER-SE>                                     585,924
<TOTAL-LIABILITY-AND-EQUITY>                   989,383
<SALES>                                      1,559,238
<TOTAL-REVENUES>                             1,574,414
<CGS>                                          426,558
<TOTAL-COSTS>                                1,378,469
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   608
<INTEREST-EXPENSE>                              11,025
<INCOME-PRETAX>                                105,458
<INCOME-TAX>                                    36,383
<INCOME-CONTINUING>                             69,075
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    69,075
<EPS-PRIMARY>                                     1.05
<EPS-DILUTED>                                     1.02
        

</TABLE>

                           EXHIBIT 99
                                
                     PRINCIPAL SHAREHOLDERS

     The following table sets forth certain information as to the
number  of  shares  of  Common Stock of the Company  beneficially
owned by the principal shareholders of the Company.

                                    Beneficial Ownership

                                        Number of
Name and Address                        Shares               Percent


The Capital Group Companies, Inc.      6,300,000 (1)          9.57%
333 South Hope Street
Los Angeles, California 90071

Capital Guardian Trust Company,
 Capital International Limited,
 and Capital International S.A.        5,427,460 (2)         8.24%
 333 South Hope Street
 Los Angeles, California 90071

FMR Corp.                              5,107,400 (3)         7.76%
82 Devonshire Street
Boston, Massachusetts  02109

________________

      (1) Based on information contained in Schedule 13G dated as
of December 31, 1997.

      (2) Based on information contained in Schedule 13G dated as
of  December  31,  1997.   The listed  companies  are  affiliated
entities.

      (3) Based on information contained in Schedule 13G dated as
of December 31, 1997.

_____________

                SECURITY OWNERSHIP OF MANAGEMENT
                   AND ELECTION OF DIRECTORS

      Twelve  (12)  directors are to be elected at  the  meeting.
Each nominee will be elected to hold office until the next annual
meeting  of  the  shareholders or until his or her  successor  is
elected  and  qualified.  To be elected a director, each  nominee
must  receive a plurality of all of the votes cast at the meeting
for  the election of directors.  Should any nominee become unable
or  unwilling to accept nomination or election, the proxy holders
may  vote  the proxies for the election, in his or her stead,  of
any  other  person  the Board of Directors  may  recommend.   All
nominees have expressed their intention to serve the entire  term
for  which  election is sought.  The following table  sets  forth
certain  information concerning security ownership of  management
and nominees for election as directors of the Company:

<TABLE>
                  Number of Shares                   Number Attributable to
                  of Common Stock                Options Exercisable         Percent
                 Beneficially  Owned                 Within 60 Days of        of
     Name       as of September 1, 1998 (1)(2)       September 1, 1998       Class
<S>                    <C>                                 <C>                <C> 
Norman E. Brinker      1,984,009  (3)                      1,183,750          2.96%

Douglas H. Brooks        414,294                             327,470           *

Gerard V. Centioli        64,462  (4)                         60,000           *

Ronald A. McDougall      965,022                             940,000          1.45%

Russell G. Owens         136,469                             115,447           *

Roger F. Thomson         176,000                             172,500           *

Donald J. Carty           10,000                               -0-             *

Dan W. Cook, III           -0-                                 -0-             *

Marvin J. Girouard         -0-                                 -0-             *

J.M. Haggar, Jr.          77,687                              23,917           *

Frederick S. Humphries    18,413                              17,333           *

Ronald Kirk                -0-                                 -0-             *

Jeffrey A. Marcus          -0-                                 -0-             *

James E. Oesterreicher    20,500                              20,000           *

Roger T. Staubach         31,500                              21,000           *

All executive officers
  and directors as a
group (20 persons)     4,225,094                           3,143,970          6.12%

________________________
</TABLE>
    *    Less than one percent (1%)

          (1)  Beneficial ownership has been determined in accordance
     with  the  rules of the Securities and Exchange  Commission.
     Except  as  noted,  and  except for any  community  property
     interests owned by spouses, the listed individuals have sole
     investment power and sole voting power as to all  shares  of
     stock  of  which they are identified as being the beneficial
     owners.

          (2)  Includes shares of Common Stock which may be acquired
     by  exercise of options vested, or vesting within 60 days of
     September 1, 1998, under the Company's 1983 Incentive  Stock
     Option  Plan,  1984  Non-Qualified Stock Option  Plan,  1992
     Incentive Stock Option Plan and 1991 Stock Option  Plan  for
     Non-Employee Directors and Consultants, as applicable.

    (3)  Includes 20,250 shares of Common Stock held of record by a
family trust of which Mr. Brinker is trustee.

    (4)  Includes 2,000 shares of Common Stock held of record by a
family trust of which Mr. Centioli is trustee.




      The  Company  has established a guideline that  all  senior
officers of the Company own stock in the Company, believing  that
it  is  important to further encourage and support  an  ownership
mentality among the senior officers that will continue  to  align
their  personal financial interests with the long-term  interests
of  the  Company's shareholders.  Pursuant to the guideline,  the
minimum amount of Company Common Stock that a senior officer will
be  required to own will be determined by such officer's position
within  the Company as well as annual compensation.  The  Company
has  established a program with a third-party lender pursuant  to
which  the  senior officers will be able to obtain financing  for
purposes  of  attaining the stock ownership  levels  referred  to
above.   Any  loans obtained by such senior officers  to  finance
such  stock acquisitions are facilitated by the Company  pursuant
to   an  agreement  in  which  the  senior  officer  pledges  the
underlying  stock  and  future incentive payments  which  may  be
receivable from the Company as security for the loan.

                DIRECTORS AND EXECUTIVE OFFICERS

Directors

      A  brief  description of each person nominated to become  a
director  of  the  Company is provided below.  All  nominees  are
currently  serving  as  directors of the Company.   Each  of  the
current directors was elected at the last annual meeting  of  the
Company's shareholders held on November 6, 1997, except Donald J.
Carty, who was appointed to the Board of Directors in June  1998,
and  Marvin  J.  Girouard,  who was appointed  to  the  Board  of
Directors in September 1998.

      Norman  E. Brinker, 67, served as Chairman of the Board  of
Directors  and  Chief  Executive  Officer  of  the  Company  from
September 1983 to June 1995, with the exception of a brief period
during  which  Mr. Brinker was incapacitated due  to  an  injury.
Mr.  Brinker  continues  to serve as Chairman  of  the  Board  of
Directors.   Mr.  Brinker  is  a  member  of  the  Executive  and
Nominating Committees of the Company. He was the founder  of  S&A
Restaurant  Corp., having served as its President  from  February
1966  through  May  1977  and as its Chairman  of  the  Board  of
Directors and Chief Executive Officer from May 1977 through  July
1983.  From  June 1982 through July 1983, Mr. Brinker  served  as
Chairman of the Board of Directors and Chief Executive Officer of
Burger  King  Corporation,  while  simultaneously  occupying  the
position of President of The Pillsbury Company Restaurant  Group.
Mr.  Brinker  currently  serves as  a  member  of  the  Board  of
Directors of Haggar Clothing Company.

      Ronald  A. McDougall, 56, was elected President  and  Chief
Executive  Officer  of the Company in June 1995  having  formerly
held  the  office of President and Chief Operating Officer  since
1986.   Mr.  McDougall joined the Company in 1983 and  served  as
Executive  Vice  President - Marketing and Strategic  Development
until  his promotion to President.  Prior to joining the Company,
Mr.  McDougall  held senior management positions at  Proctor  and
Gamble, Sara Lee, The Pillsbury Company and S&A Restaurant  Corp.
Mr. McDougall has served as a member of the Board of Directors of
the Company since September 1983 and is a member of the Executive
and Nominating Committees of the Company. Mr. McDougall serves on
the Board of Directors of Excel Communications, Inc.

      Gerard V. Centioli, 44, was elected Senior Vice President -
Emerging Concepts President and Chief Executive Officer in  April
1997.  Mr. Centioli joined the Company as Senior Vice President -
Maggiano's/Corner Bakery Concepts President and  Chief  Executive
Officer  in  August 1995 and was named Senior  Vice  President  -
Italian Concepts President and Chief Executive Officer in January
1996.   Mr.  Centioli  previously served  as  Senior  Partner  of
Lettuce   Entertain  You  Enterprises,  Inc.  (restaurants)   and
President  and  Chief Executive Officer of the Maggiano's  Little
Italy  and The Corner Bakery Divisions.  Prior to joining Lettuce
Entertain  You Enterprises, Inc. in 1984, Mr. Centioli served  as
Vice   President   -   Division  President   of   Collins   Foods
International, Inc.  Mr. Centioli has served as a member  of  the
Board of Directors of the Company since November 1995.

     Donald J. Carty, 51, was named Chairman, President and Chief
Executive Officer of AMR Corp. and American Airlines, Inc. in May
1998,  after serving as President from March 1995 until May 1998.
From  1989 to 1995, he served American and AMR as Executive  Vice
President - Finance and Planning.  He joined American in 1978 and
held  numerous finance and planning positions, with the exception
of  a two-year hiatus as President and Chief Executive Officer of
CP  Air  in  Canada.  He is a graduate of Queen's  University  in
Kingston, Ontario and of the Harvard Graduate School of  Business
Administration.   He  serves on the Board of  Directors  of  Dell
Computer   Corporation,  the  Canada  -   U.S.   Foundation   for
Educational Exchange, the Greater Dallas Chamber of Commerce  and
the  Dallas  Citizens Council.  He was elected to  the  Board  of
Directors in June 1998.

      Dan W. Cook, III, 63, is a limited partner with The Goldman
Sachs  Group,  L.P. (investment banking).  Mr. Cook started  with
The  Goldman Sachs Group, L.P. in 1961 and was a partner when  he
retired  in  1992.   Mr. Cook is a member of  the  Executive  and
Compensation Committees of the Company and has served as a member
of  the  Board  of Directors since October 1997.  Mr.  Cook  also
serves  on  the  Board of Directors for Centex Corporation.   Mr.
Cook  is  a member of the Board of Trustees of Southern Methodist
University  as well as Vice-Chair of the Edwin L. Cox  School  of
Business Executive Board.

      Marvin J. Girouard, 59, is the President and Chief Executive
Officer  of  Pier  1 Imports, Inc., having been  elected  to  the
position of President in August 1988 and Chief Executive  Officer
in  June  1998.   Mr.  Girouard also served  as  Chief  Operating
Officer from 1988 to 1998.  Mr. Girouard joined Pier 1 Imports in
1975  and  has served on its Board of Directors since  1988.   He
serves as a Director for Tandy Brands Accessories, Inc. and is  a
member of the Executive Committee for the United States Committee
for  UNICEF-The  United Nations Children's Emergency  Fund.   Mr.
Girouard has served as a member of the Board of Directors of  the
Company since September 1998.

      J.  M.  Haggar,  Jr., 73, is currently the  owner  of  J.M.
Haggar,  Jr.  Investments,  a  business  he  has  operated  since
retiring as Chairman of the Board of Directors of Haggar Clothing
Company  in  February  1995.   Mr.  Haggar  previously  held  the
positions  of  President and Chief Executive  Officer  of  Haggar
Clothing  Company  until 1991. Mr. Haggar  is  a  member  of  the
Compensation and Audit Committees of the Company and  has  served
as a member of the Company's Board of Directors since April 1985.

      Frederick S. Humphries, 62, is the President of Florida A&M
University  in  Tallahassee, Florida, having held  this  position
since   1985.    Prior   to  joining  Florida   A&M   University,
Dr.  Humphries  was  President of Tennessee State  University  in
Nashville for over 10 years.  Dr. Humphries serves as a member of
the  USDA  Task Force of 1890 Land-Grant Institutions in addition
to  being  involved  in  various civic and community  activities.
Dr. Humphries has served on the Board of Directors of the Company
since  May  1994  and is a member of the Audit Committee  of  the
Company.  He is also a member of the Board of Directors  of  Wal-
Mart, Inc.

      Ronald  Kirk, 44, is currently Mayor of the City of  Dallas
and a partner in the law firm of Gardere & Wynne.  He was elected
Mayor in 1995, and previously served as Secretary of State of the
State  of Texas from 1994 to 1995.  Mr. Kirk was engaged  in  the
private practice of law from 1989 to 1994, served as an Assistant
City  Attorney for Dallas from 1983 to 1989 and as a  legislative
aide to U.S. Senator Lloyd Bentsen from 1983 to 1989.  Mayor Kirk
is an honors graduate of Austin College and earned his law degree
from The University of Texas.  Mayor Kirk has served on the Board
of Directors since January 1997 and is a member of the Nominating
Committee of the Company.

      Jeffrey  A.  Marcus, 51, is President and  Chief  Executive
Officer  of Chancellor Media Corporation (radio broadcasting),  a
position  he has held since May 1998. Previously, Mr. Marcus  was
Chairman,  President and Chief Executive Officer of Marcus  Cable
Company, a company he formed in 1990 after spending more than  20
years in the cable television industry.  Mr. Marcus is active  in
several  civic  and  charitable organizations.   Mr.  Marcus  has
served  on  the Board of Directors since January 1997  and  is  a
member of the Executive Committee of the Company.

     James E. Oesterreicher, 57, is the Chairman of the Board and
Chief Executive Officer of J.C. Penney Company, Inc., having been
elected to the position of Chairman of the Board in January  1997
and  to the position of Chief Executive Officer in January  1995.
Mr.  Oesterreicher served as Vice Chairman of the Board from 1995
to 1997, as President of JCPenney Stores and Catalog from 1992 to
1995  and  as  Director of JCPenney Stores  from  1988  to  1992.
Mr.  Oesterreicher  has been with the J.C. Penney  Company  since
1964  where he started as a management trainee.  He serves  as  a
Director for various entities, including Texas Utilities Company,
Presbyterian  Healthcare  Systems,  National  Retail  Federation,
Circle  Ten Council--Boy Scouts of America, National 4-H Council,
National  Organization on Disability and  March  of  Dimes  Birth
Defects  Foundation.  He also serves as a member  of  the  Policy
Committee  of  the  Business Roundtable.  Mr.  Oesterreicher  has
served as a member of the Board of Directors of the Company since
May  1994  and  is  a member of the Compensation  and  Nominating
Committees of the Company.

      Roger  T. Staubach, 56, has been Chairman of the Board  and
Chief Executive Officer of The Staubach Company, a national  real
estate company specializing in tenant representation, since 1982.
He  has  served  as  a member of the Board of  Directors  of  the
Company since May 1993 and is a member of the Executive Committee
of  the  Company.   Mr.  Staubach  is  a  1965  graduate  of  the
U.S.  Naval  Academy and served four years  in  the  Navy  as  an
officer.   In  1968  he  joined the Dallas  Cowboys  professional
football  team  as quarterback and was elected  to  the  National
Football League Hall of Fame in 1985.  He currently serves on the
Board of Directors of American AAdvantage Funds and International
Home  Foods,  Inc., and is active in numerous civic, charity  and
professional organizations.

Executive Officers

      The following persons are executive officers of the Company
who  are  not  nominated  to  serve on  the  Company's  Board  of
Directors:

      Douglas  H. Brooks, 46, joined the Company as an  Assistant
Manager  in February 1978 and was promoted to General Manager  in
April  1978.   In  March  1979 Mr. Brooks was  promoted  to  Area
Supervisor  and in May 1982 to Regional Director.  He  was  again
promoted  in  March 1987 to Senior Vice President-Central  Region
Operations  and to the position of Concept Head and  Senior  Vice
President  - Chili's Operations in June 1992.  Mr. Brooks  became
Senior Vice President - Chili's Grill & Bar Concept President  in
June  1994  and was promoted to his current position of Executive
Vice President and Chief Operating Officer in May 1998.

      Leslie Christon, 44, was elected Senior Vice President - On
The  Border President in April 1997, having previously served  as
Vice  President  of  Operations/On The Border since  joining  the
Company in July 1996.  Prior to this time, Ms. Christon held  the
position  of  Senior Vice President of Operations of Red  Lobster
Restaurants from November 1994 to June 1996 and she was  with  El
Chico  Restaurants,  Inc. from June 1981 to November  1994.   Ms.
Christon  serves  on  the  Board  of  Directors  of  the  Women's
Foodservice Forum and is the past president of the Roundtable for
Women in Foodservice, Inc.

      Kenneth  D. Dennis, 45, joined the Company as a Manager  in
November  1976 and was promoted to General Manager in June  1978.
In  February 1979, he became Director of Internal Systems and  in
September  1983  became Director of Marketing.   Mr.  Dennis  was
promoted  to  Vice President of Marketing in August 1986  and  to
Senior  Vice President of Marketing in August 1993.  In  February
1997,  Mr.  Dennis became Senior Vice President - Chief Operating
Officer  of Cozymel's and was elected to Senior Vice President  -
Cozymel's President in September 1997.  Mr. Dennis serves on  the
Board  of Directors of the Marketing Executives Group and is  the
past Co-Chairman.

      Todd E. Diener, 41, joined the Company as a Chili's Manager
Trainee  in November 1981.  In May 1983, Mr. Diener was  promoted
to  General Manager and in April 1985 to Area Director.   He  was
promoted to Regional Director in 1987, Regional Vice President in
1989, Senior Vice President/Chief Operating Officer in July  1996
and in May 1998, Mr. Diener was promoted to Senior Vice President
- - Chili's Grill & Bar Concept President.

     Carol E. Kirkman, 41, was appointed Executive Vice President
of  Human  Resources in June 1997 after serving  as  Senior  Vice
President  of  Human  Resources since April  1996.   Ms.  Kirkman
joined  the Company as Corporate Counsel in 1990 and was promoted
to  Vice President/Assistant General Counsel in 1994. Ms. Kirkman
was  an attorney in private practice in Dallas, Texas, from  1982
until  1987  and  worked as a commercial and retail  real  estate
broker in southern California from 1987 until 1990.

      John  C.  Miller, 43, joined the Company as Vice President-
Special  Concepts  in September 1987.  In October  1988,  he  was
elected as Vice President - Joint Venture/Franchise and served in
this  capacity until August 1993 when he was promoted  to  Senior
Vice  President - New Concept Development.  Mr. Miller was  named
Senior  Vice President - Mexican Concepts in September  1994  and
was subsequently elected Senior Vice President - Mexican Concepts
President in October 1995.  In April 1997, Mr. Miller was elected
Senior Vice President - Romano's Macaroni Grill President.  Prior
to  joining  the Company, Mr. Miller worked in various capacities
with the Taco Bueno Division of Unigate Restaurants.

      Russell  G.  Owens,  39,  joined the  Company  in  1983  as
Controller.   He was elected Vice President of Planning  in  1986
and Vice President of Operations Analysis in 1991.  Mr. Owens was
promoted to Senior Vice President of Operations Analysis in  1993
and  was  named Senior Vice President of Strategic Development  -
Italian  Concepts in 1996.  Mr. Owens was elected Executive  Vice
President  and  Chief Strategic Officer in June 1997  and  became
Chief  Financial and Strategic Officer in September 1997.   Prior
to   joining  the  Company,  Mr.  Owens  worked  for  the  public
accounting firm, Deloitte & Touche.

      Roger  F.  Thomson, 49, joined the Company as  Senior  Vice
President,  General Counsel and Secretary in April 1993  and  was
promoted  to  Executive  Vice  President,  General  Counsel   and
Secretary in March 1994.  In June 1996, Mr. Thomson was  promoted
to the position of Executive Vice President, Chief Administrative
Officer, General Counsel and Secretary and was a Director of  the
Company  from  1993  until 1995.  From  1988  until  April  1993,
Mr.  Thomson served as Senior Vice President, General Counsel and
Secretary   for   Burger  King  Corporation.   Prior   to   1988,
Mr.  Thomson spent ten years at S & A Restaurant Corp.  where  he
was Executive Vice President, General Counsel and Secretary.

Classes of Directors

      For  purposes of determining whether non-employee directors
will  be nominated for reelection to the Board of Directors,  the
non-employee directors have been divided into four classes.  Each
non-employee  director will continue to be subject to  reelection
by  the  shareholders of the Company each year. However, after  a
non-employee  director has served on the Board of  Directors  for
four years, such director shall be deemed to have been advised by
the  Nominating  Committee that he or  she  will  not  stand  for
reelection  at the subsequent annual meeting of shareholders  and
shall be considered a "Retiring Director."  Notwithstanding  this
policy,  the  Nominating  Committee  may  determine  that  it  is
appropriate  to  renominate any or all of the Retiring  Directors
after  first  considering the appropriateness of  nominating  new
candidates  for  election to the Board of  Directors.   The  four
classes  of  non-employee  directors  are  as  follows:   Messrs.
Girouard, Humphries and Oesterreicher comprise Class 1  and  will
be  considered  Retiring Directors as of the  annual  meeting  of
shareholders  following the end of the 2002 fiscal  year.   There
are  no  members  of  Class 2. Messrs. Haggar,  Kirk  and  Marcus
comprise Class 3 and will be considered Retiring Directors as  of
the  annual meeting of shareholders following the end of the 2000
fiscal  year.  Messrs. Carty, Cook and Staubach comprise Class  4
and  will  be  considered Retiring Directors  as  of  the  annual
meeting  of  shareholders following the end of  the  2001  fiscal
year.

Committees of the Board of Directors

      The  Board  of Directors of the Company has established  an
Executive Committee, Audit Committee, Compensation Committee, and
Nominating   Committee.   The  Executive   Committee   (currently
comprised  of  Messrs.  Brinker,  McDougall,  Cook,  Marcus,  and
Staubach)  met  four  (4)  times  during  the  fiscal  year.  The
Executive Committee reviews material matters during the intervals
between  Board meetings, provides advice and counsel  to  Company
management  during such intervals, and has the authority  to  act
for  the Board on most matters during the intervals between Board
meetings.   In addition, the Executive Committee is also  charged
with  assuring  that  the  Company has a satisfactory  succession
management plan for all key management positions.

      All of the members of the Audit and Compensation Committees
are  directors  independent of management who are not  and  never
have  been  officers  or  employees of the  Company.   The  Audit
Committee  is currently comprised of Messrs. Haggar and Humphries
and met four (4) times during the fiscal year. Included among the
functions  performed by the Audit Committee are: the review  with
independent auditors of the scope of the audit and the results of
the  annual audit by the independent auditors, consideration  and
recommendation  to the Board of the selection of the  independent
auditors  for the next year, the review with management  and  the
independent  auditors of the annual financial statements  of  the
Company,  and  the review of the scope and adequacy  of  internal
audit activities.

       The  Compensation  Committee  is  currently  comprised  of
Messrs. Cook, Haggar and Oesterreicher and it met four (4)  times
during  the fiscal year.  Functions performed by the Compensation
Committee  include:  reviewing  the  performance  of  the   Chief
Executive  Officer, approving key executive promotions,  ensuring
the  reasonableness  and  appropriateness  of  senior  management
compensation arrangements and levels, the adoption, amendment and
administration  of  stock-based  incentive  plans   (subject   to
shareholder  approval where required), management of the  various
stock  option plans of the Company, approval of the total  number
of  available  shares to be used each year in stock-based  plans,
and  approval  of  the  adoption  and  amendment  of  significant
compensation  plans.   The  specific nature  of  the  Committee's
responsibilities  as  they relate to executive  officers  is  set
forth below under "Report of the Compensation Committee."

     The purposes of the Nominating Committee are to recommend to
the Board of Directors potential non-employee members to be added
as  new  or  replacement members to the Board  of  Directors,  to
review the compensation paid to non-management Board members, and
to recommend corporate governance guidelines to the full Board of
Directors.  The Nominating Committee will consider a shareholder-
recommended nomination for director to be voted upon at the  1999
annual  meeting  of shareholders provided that the recommendation
must  be  in  writing,  set forth the name  and  address  of  the
nominee,  contain  the consent of the nominee to  serve,  and  be
submitted on or before May 21, 1999.  The Nominating Committee is
composed  of  Messrs. Brinker, McDougall, Kirk and  Oesterreicher
and it met two (2) times during the fiscal year.

Directors' Compensation

      Directors  who  are  not employees of the  Company  receive
$1,000  for  each meeting of the Board of Directors attended  and
$1,000  for  each  meeting  of any  committee  of  the  Board  of
Directors  attended.  The Company also reimburses  directors  for
costs incurred by them in attending meetings of the Board.

      Directors  who  are  not employees of the  Company  receive
grants  of  stock options under the Company's 1991  Stock  Option
Plan  for Non-Employee Directors and Consultants.  A new director
who   is  not  an  employee  of  the  Company  will  receive   as
compensation  (a) 20,000 stock options at the beginning  of  such
director's term, and (b) an annual payment of $36,000,  at  least
25%  of which must be taken in the form of stock options.   If  a
director is appointed to the Board of Directors at any time other
than  at  an  annual meeting of shareholders, the  director  will
receive  a  prorated portion of the annual cash compensation  for
the  period from the date of election or appointment to the Board
of  Directors  until the meeting of the Board of  Directors  held
contemporaneous with the next annual meeting of shareholders.  If
a director elects to receive cash, the first payment will be made
at  the Board of Directors' meeting held contemporaneous with the
next  annual meeting of shareholders.  The stock options will  be
granted as of the 60th day following such meeting (or if the 60th
day  is not a business day, on the first business day thereafter)
at  the fair market value on the date of grant.  One-third  (1/3)
of  the options will vest on each of the second, third and fourth
anniversaries of the date of grant.  If a director is a  Retiring
Director  who is being nominated for an additional  term  on  the
Board  of Directors, each such renominated director will  receive
an  additional grant of 10,000 stock options at the beginning  of
such director's new term.

      For  purposes of applying this compensation program to  the
current  non-employee  directors of  the  Company,  the  previous
compensation  program was blended with this compensation  program
in order to determine annual compensation payable to non-employee
directors  until  such  directors become Retiring  Directors  and
leave  the  Board or are approved by the Nominating Committee  to
serve for an additional four years.  Dr. Humphries previously has
received  a  grant of 15,000 stock options and  has  received  an
annual cash retainer of $16,000; Mr. Oesterreicher previously has
received  a  grant of 15,000 stock options and  has  received  an
annual  cash  retainer  of  $6,000.   As  Messrs.  Humphries  and
Oesterreicher are currently Retiring Directors, if they  are  re-
elected  to  the  Board of Directors, they  will  be  compensated
according  to  the  new compensation plan.  If  Mr.  Girouard  is
elected  to  the  Board  of Directors,  he  will  be  compensated
according  to  the  new compensation plan. Messrs.  Carty,  Cook,
Haggar,   Kirk,  Marcus,  and  Staubach  are  being   compensated
according to the new compensation plan.

      During the year ended June 24, 1998, the Board of Directors
held  six (6) meetings; each incumbent director attended at least
75%  of the aggregate total of meetings of the Board of Directors
and Committees on which he or she served.

                     EXECUTIVE COMPENSATION

      The  following  summary compensation table sets  forth  the
annual  compensation  for the Company's five highest  compensated
executive officers, including the Chief Executive Officer,  whose
salary and bonus exceeded $100,000 in fiscal 1998.

Summary Compensation Table

<TABLE>
                                                        Long-Term Compensation
                                                         Awards       Payouts
                                                       Securities    Long-Term
    Name and                    Annual Compensation    Underlying    Incentive   All Other
Principal Position      Year    Salary        Bonus     Options      Payouts   Compensation (1)


<S>                    <C>     <C>        <C>           <C>          <C>          <C>
Ronald A. McDougall
 President and Chief    1998   $ 861,442  $1,033,731    200,000      $ 76,633     $ 30,397
 Executive Officer      1997   $ 825,000  $ 396,000     200,000      $ 67,289     $ 29,194
                        1996   $ 744,808  $   -0-       375,000      $ 69,860     $ 18,396

Douglas H. Brooks
 Executive Vice         1998   $ 387,308  $ 255,623      60,000      $ 45,980     $ 16,595
 President and Chief    1997   $ 333,654  $ 120,462      50,000      $ 33,645     $ 20,818
 Operating Officer      1996   $ 311,058  $   -0-        90,000      $ 31,049     $ 12,830

Roger F. Thomson
 Executive Vice         1998   $ 334,692  $ 267,754      50,000      $ 57,475     $ 16,501
 President, Chief       1997   $ 317,231  $ 104,940      50,000      $ 40,374     $ 16,680
 Administrative Officer,1996   $ 256,827  $   -0-        90,000      $ 31,049     $  6,641
 General Counsel and
 Secretary

Gerard V. Centioli
 Senior Vice President  1998   $ 289,841  $ 231,783      50,000      $ 30,653     $ 58,686
 - Emerging Concepts    1997   $ 276,768  $ 100,000      50,000      $   -0-      $ 19,791
 President and Chief    1996   $ 127,739  $    -0-       90,000      $   -0-      $  5,315
 Executive Officer

Russell G. Owens
 Executive Vice         1998   $ 286,577  $ 229,262      50,000      $ 37,473     $ 13,319
 President and Chief    1997   $ 187,231  $  41,931      20,000      $ 26,916     $ 12,589
 Financial and          1996   $ 168,846  $    -0-       90,000      $ 23,287     $  7,437
 Strategic Officer

_________________

</TABLE>
(1)  All other compensation represents Company match on deferred
compensation.



Option Grants During 1998 Fiscal Year

      The following table contains certain information concerning
the  grant  of  stock  options pursuant  to  the  Company's  1992
Incentive  Stock Option Plan to the executive officers  named  in
the  above  compensation table during the Company's  last  fiscal
year:

<TABLE>
                                % of Total                         Realizable Value of
                                  Options                          Assumed Annual Rates of
                               Granted to                          Stock Price Appreciation
                    Options   Employees in  Exercise or Expiration    for Option Term (1)
     Name           Granted    Fiscal Year  Base Price     Date           5%          10%

<S>                  <C>         <C>          <C>        <C>         <C>          <C>
Ronald A. McDougall  200,000     12.04%       $14.00     10/31/07    $1,760,905   $4,462,479

Douglas H. Brooks     60,000      3.61%       $14.00     10/31/07    $  528,271   $1,338,744

Roger F. Thomson      50,000      3.01%       $14.00     10/31/07    $  440,226   $1,115,620

Gerard V. Centioli    50,000      3.01%       $14.00     10/31/07    $  440,226   $1,115,620

Russell G. Owens      50,000      3.01%       $14.00     10/31/07    $  440,226   $1,115,620

_________________

</TABLE>
(1)   The  dollar amounts under these columns are the  result  of
calculations  at the 5% and 10% rates set by the  Securities  and
Exchange  Commission and, therefore, are not intended to forecast
possible  future  appreciation, if any, of  the  Company's  stock
price.


Stock Option Exercises and Fiscal Year-End Value Table

      The  following  table shows stock option exercises  by  the
named  officers  during  the  last  fiscal  year,  including  the
aggregate  value of gains on the date of exercise.  In  addition,
this  table  includes  the  number  of  shares  covered  by  both
exercisable and non-exercisable stock options at fiscal year-end.
Also  reported  are the values for "in-the-money"  options  which
represent the position spread between the exercise price  of  any
such existing options and the $19.75 fiscal year-end price of the
Company's Common Stock.

<TABLE>
                      Shares                                            Value of Unexercised
                      Acquired             Number of Unexercised     In-the-Money Options at
                        On       Value    Options at Fiscal Year End    Fiscal Year End
     Name            Exercise   Realized  Exercisable   Unexercisable Exercisable  Unexercisable
<S>                    <C>     <C>          <C>            <C>        <C>          <C>
Ronald A. McDougall     -0-        -0-      877,500        712,500    $2,815,553   $5,046,875
Douglas H. Brooks      98,603  $1,739,315   369,425        185,000    $3,131,433   $1,297,500
Roger F. Thomson        -0-        -0-      157,500        175,000    $  261,930   $1,240,000
Gerard V. Centioli      -0-        -0-       30,000        190,000    $  183,750   $1,307,500
Russell G. Owens        -0-        -0-      100,447        145,000    $  610,099   $  981,250

</TABLE>
Long-Term Performance Share Plan and Awards

      Executives  of  the Company participate  in  the  Long-Term
Performance   Share  Plan.   See  "Report  of  the   Compensation
Committee  - Long-Term Incentives" for more information regarding
this plan.  The following table represents awards granted in  the
last fiscal year under the Long-Term Performance Share Plan.


                    Number of                Estimated Future Payouts
      Name          Units Awarded         Under Non-Stock Based Plans
                                                  (Dollars)

                                       Threshold           Target       Maximum

Ronald A. McDougall   1,000               *                $100,000         *
Douglas H. Brooks       600               *                $ 60,000         *
Roger F. Thomson        750               *                $ 75,000         *
Gerard V. Centioli      400               *                $ 40,000         *
Russell G. Owens        575               *                $ 57,500         *

______________________

*    Future  payouts  under the Long-Term Performance  Share
     Plan  have  no  minimum threshold and have  no  maximum
     limit  as  set forth in more detail in "Report  of  the
     Compensation Committee - Long Term Incentives."


              REPORT OF THE COMPENSATION COMMITTEE

Compensation Philosophy

      The executive compensation program is designed as a tool to
reinforce  the Company's strategic principles - to be  a  premier
and  progressive growth company with a balanced approach  towards
people,  quality  and  profitability  and  to  enhance  long-term
shareholder  value.  To this end, the following  principles  have
guided the development of the executive compensation program:

    Provide  competitive levels of compensation  to  attract  and
     retain  the best qualified executive talent.  The  Committee
     strongly   believes  that  the  caliber  of  the   Company's
     management  group  makes  a significant  difference  in  the
     Company's sustained success over the long term.

    Embrace   a   pay-for-performance   philosophy   by   placing
     significant  amounts of compensation "at risk"  -  that  is,
     compensation  payouts to executives must vary  according  to
     the overall performance of the Company.

    Directly   link   executives'   interests   with   those   of
     shareholders   by  providing  opportunities  for   long-term
     incentive  compensation  based  on  changes  in  shareholder
     value.

       The   executive  compensation  program  is   intended   to
appropriately  balance the Company's short-term  operating  goals
with its long-term strategy through a careful mix of base salary,
annual  cash  incentives  and long-term performance  compensation
including cash incentives and incentive stock options.

Base Salaries

       Executives'  base  salaries  and  total  compensation  are
targeted  to be competitive between the 75th and 90th percentiles
of  the market for positions of similar responsibility and  scope
to  reflect  the  exceptionally high level  of  executive  talent
required  to execute the growth plans of the Company. Positioning
executives'  base  salaries  at  these  levels  is   needed   for
attracting,   retaining  and  motivating  executives   with   the
essential qualifications for managing the Company's growth.   The
Company  defines  the relevant labor market  for  such  executive
talent  through  the use of third-party executive salary  surveys
that  reflect  both the chain restaurant industry as  well  as  a
broader   cross-section  of  companies  from   many   industries.
Individual  base  salary  levels are  determined  by  considering
market data for each officer's position, level of responsibility,
performance, and experience.  The overall amount of  base  salary
increases   awarded   to   executives  reflects   the   financial
performance of the Company, individual performance and potential,
and/or changes in an officer's duties and responsibilities.

Annual Incentives

      The Company's Profit Sharing Plan is a non-qualified annual
incentive arrangement in which all corporate employees, including
executives,  participate.  The program  is  designed  to  reflect
employees'  contribution to the growth of  the  Company's  common
stock value by increasing the earnings of the Company.  The  plan
reinforces  a  strong  teamwork ethic by  making  the  basis  for
payouts to non-restaurant concept executives the same as for  all
other  non-restaurant concept corporate employees and  by  making
the  basis  for  payouts to executives of one  of  the  Company's
restaurant  concepts the same as for all other  members  of  such
restaurant concept's corporate team.

      At  the  beginning  of  a fiscal year,  each  executive  is
assigned an Individual Participation Percentage ("IPP") which  is
tied  to  the base salary for such executive and targets  overall
total cash compensation for executives between the 75th and  90th
percentiles  of  the  market.  The IPPs reflect  the  Committee's
desire  that  a  significant  percentage  of  executives'   total
compensation be derived from variable pay programs.

401(k) Savings Plan and Savings Plan II

      On  January  1,  1993, the Company implemented  the  401(k)
Savings  Plan ("Plan I") and Savings Plan II ("Plan II").   These
Plans  are  designed to provide the Company's salaried  employees
with  a  tax-deferred  long-term savings  vehicle.   The  Company
provides  a matching contribution equal to 25% of a participant's
contribution,  up  to  a  maximum of  5%  of  such  participant's
compensation.

      Plan I is a qualified 401(k) plan.  Participants in Plan  I
elect  the percentage of pay they wish to contribute as  well  as
the  investment alternatives in which their contributions are  to
be invested.  The Company's matching contribution for all Plan  I
participants  is made in Company common stock.  All  participants
in  Plan  I  are considered non-highly compensated  employees  as
defined   by   the   Internal  Revenue  Service.    Participants'
contributions  vest immediately while Company contributions  vest
25%  annually,  beginning  in the participant's  second  year  of
eligibility since Plan I inception.

      Plan  II  is  a  non-qualified deferred compensation  plan.
Plan  II  participants elect the percentage of pay they  wish  to
defer into their Plan II account.  They also elect the percentage
of   their  deferral  account  to  be  allocated  among   various
investment options.  The Company's matching contribution for  all
non-officer Plan II participants is made in Company common stock,
with  corporate  officers  receiving a  Company  match  in  cash.
Participants  in  Plan  II  are  considered  a  select  group  of
management  and  highly compensated employees  according  to  the
Department   of   Labor.   A  participant's  contributions   vest
immediately  while  Company  contributions  vest  25%   annually,
beginning  in the participant's second year of eligibility  since
Plan II inception.

Long-Term Incentives

      All salaried employees above a specified grade level of the
Company, including executives, are eligible for annual grants  of
tax-qualified  and  non-qualified  stock  options.   By  tying  a
significant   portion  of  executives'  total   opportunity   for
financial gain to increases in shareholder wealth as reflected by
the  market  price  of  the Company's common  stock,  executives'
interests   are  closely  aligned  with  shareholders'  long-term
interests.   In addition, because the Company does  not  maintain
any  qualified  retirement  programs for  executives,  the  stock
option  plan is intended to provide executives with opportunities
to accumulate wealth for later retirement.

     Stock options are rights to purchase shares of the Company's
Common  Stock  at  the fair market value on the  date  of  grant.
Grantees  do not receive a benefit from stock options unless  and
until  the  market price of the Company's common stock increases.
Fifty  percent (50%) of a stock option grant becomes  exercisable
two  years  after the grant date; the remaining 50%  of  a  grant
becomes exercisable three years after the grant date.

      The  number  of  stock options granted to an  executive  is
determined  by the Compensation Committee and is based  on  grant
guidelines set by the Compensation Committee that reflect  market
data and the officer's position within the Company.

      Executives  also  participate in  the  Long-Term  Executive
Profit  Sharing Plan, a non-qualified long-term performance  cash
plan.   This  plan provides an additional mechanism for  focusing
executives on the sustained improvement in operating results over
the   long  term.   This  is  a  performance-related  plan  using
overlapping  three-year cycles paid annually.  Performance  units
(valued at $100 each) are granted to individuals and paid in cash
based  upon the Company's attainment of predetermined performance
objectives.   Long-term  operating  results   are   measured   by
evaluating both pre-tax net income (weighted 70%) and changes  in
shareholders' equity (weighted 30%) over three-year cycles.   The
Long-Term  Executive Profit Sharing Plan will continue in  effect
through  the  cycle which includes fiscal years 1997,  1998,  and
1999.   The  Long-Term  Executive Profit Sharing  Plan  has  been
replaced by the Long-Term Performance Share Plan commencing  with
the  cycle which includes fiscal years 1998, 1999, and 2000.  The
Long-Term Performance Share Plan is based on the Company's  total
shareholder return in comparison to the S&P 500 Index and the S&P
Restaurant Industry Index.  For executives to receive the  target
payout,  the Company must perform at the 75th percentile of  each
index over the three-year cycle and must average at least 90%  of
its  planned annual profit before taxes over the same  three-year
cycle.

Pay/Performance Nexus

     The Company's executive compensation program has resulted in
a  direct relationship between the compensation paid to executive
officers  and  the  Company's performance.  See "Five-Year  Total
Shareholder Return Comparison" below.

CEO Compensation

      The  Compensation  Committee made decisions  regarding  Mr.
McDougall's  compensation  package according  to  the  guidelines
discussed in the preceding sections.  Mr. McDougall was awarded a
salary  increase in the amount of 6.3%, effective June 25,  1998,
to  recognize his vast experience in the restaurant industry, the
Company's  performance under his leadership and  his  significant
contributions to the Company's continued success.  Mr.  McDougall
was  granted  1,000  units under the Long-Term  Executive  Profit
Sharing  Plan  for  the cycle which includes fiscal  years  1998,
1999,  and  2000.  Mr. McDougall was also granted  200,000  stock
options  under  the  Company's stock option  plan.  Approximately
51.6% of Mr. McDougall's compensation for 1998 was incentive  pay
pursuant to the Company's Profit Sharing Plan.  Like all  Company
executives,   Mr.   McDougall's  compensation  is   significantly
affected by the Company's performance.  In the 1998 fiscal  year,
Mr.  McDougall's total compensation increased 52% from its  level
in the 1997 fiscal year.


Federal Income Tax Considerations

     The  Compensation  Committee has considered  the  impact  of
Section  162(m)  of the Internal Revenue Code adopted  under  the
Omnibus   Budget  Reconciliation  Act  of  1993.   This   section
disallows  a tax deduction for any publicly-held corporation  for
individual compensation to certain executives of such corporation
exceeding $1,000,000 in any taxable year, unless compensation  is
performance-based.   It  is the intent of  the  Company  and  the
Compensation Committee to qualify to the maximum extent  possible
its  executives' compensation for deductibility under  applicable
tax laws.  The Compensation Committee believes that the Company's
compensation  programs  provide  the  necessary  incentives   and
flexibility    to   promote   the   Company's   performance-based
compensation  philosophy  while  being  consistent  with  Company
objectives.

     The Compensation Committee's administration of the executive
compensation  program  is  in  accordance  with  the   principles
outlined   at  the  beginning  of  this  report.   The  Company's
financial   performance   supports  the  compensation   practices
employed during the past year.

                       Respectfully submitted,
                       COMPENSATION COMMITTEE



                       DAN W. COOK, III
                       J.M. HAGGAR, JR.
                       JAMES E. OESTERREICHER




<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AND RELATED CONDENSED CONSOLIDATED
STATEMENT OF INCOME OF BRINKER INTERNATIONAL, INC. AS OF AND FOR THE YEAR ENDED
JUNE 25, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<RESTATED> 
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          JUN-25-1997
<PERIOD-END>                               JUN-25-1997
<CASH>                                          23,194
<SECURITIES>                                    24,469
<RECEIVABLES>                                   20,472
<ALLOWANCES>                                       146
<INVENTORY>                                     13,031
<CURRENT-ASSETS>                               112,434
<PP&E>                                       1,043,092
<DEPRECIATION>                                 293,483
<TOTAL-ASSETS>                                 996,943
<CURRENT-LIABILITIES>                          149,133
<BONDS>                                        287,521
                                0
                                          0
<COMMON>                                         7,771
<OTHER-SE>                                     515,973
<TOTAL-LIABILITY-AND-EQUITY>                   996,943
<SALES>                                      1,320,881
<TOTAL-REVENUES>                             1,335,337
<CGS>                                          374,525
<TOTAL-COSTS>                                1,173,735
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   313
<INTEREST-EXPENSE>                               9,453
<INCOME-PRETAX>                                 90,985
<INCOME-TAX>                                    30,480
<INCOME-CONTINUING>                             60,505
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    60,505
<EPS-PRIMARY>                                     0.82<F1>
<EPS-DILUTED>                                     0.81<F1>
<FN>
<F1>Restated to reflect the adoption of Statement of Financial Accounting Standard
No. 128, "Earnings Per Share."
</FN>
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONDENSED CONSOLIDATED BALANCE SHEET AND RELATED CONDENSED CONSOLIDATED
STATEMENT OF INCOME OF BRINKER INTERNATIONAL, INC. AS OF AND FOR THE YEAR ENDED
JUNE 26, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<RESTATED> 
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          JUN-26-1996
<PERIOD-END>                               JUN-26-1996
<CASH>                                          27,073
<SECURITIES>                                         0
<RECEIVABLES>                                   14,392
<ALLOWANCES>                                       250
<INVENTORY>                                     10,839
<CURRENT-ASSETS>                                88,355
<PP&E>                                         853,231
<DEPRECIATION>                                 242,001
<TOTAL-ASSETS>                                 888,834
<CURRENT-LIABILITIES>                          123,390
<BONDS>                                        117,801
                                0
                                          0
<COMMON>                                         7,726
<OTHER-SE>                                     600,444
<TOTAL-LIABILITY-AND-EQUITY>                   888,834
<SALES>                                      1,150,601
<TOTAL-REVENUES>                             1,162,951
<CGS>                                          330,375
<TOTAL-COSTS>                                1,015,307
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   120
<INTEREST-EXPENSE>                               4,579
<INCOME-PRETAX>                                 52,137
<INCOME-TAX>                                    17,756
<INCOME-CONTINUING>                             34,381
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    34,381
<EPS-PRIMARY>                                     0.45<F1>
<EPS-DILUTED>                                     0.44<F1>
<FN>
<F1>Restated to reflect the adoption of Statement of Financial Accounting Standard
No. 128, "Earnings Per Share."
</FN>
        

</TABLE>


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