BRINKER INTERNATIONAL INC
10-Q, 2000-05-11
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                          UNITED STATES

                   SECURITIES AND EXCHANGE COMMISSION

                         WASHINGTON D.C. 20549

                            FORM 10-Q

          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE

                    SECURITIES EXCHANGE ACT OF 1934



           For the Quarterly Period Ended March 29, 2000

                  Commission File Number 1-10275


                      BRINKER INTERNATIONAL, INC.

           (Exact name of registrant as specified in its charter)


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


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

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


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

Yes   X   No

Number of shares of common stock of registrant outstanding at March
29, 2000: 65,241,022



                      BRINKER INTERNATIONAL, INC.

                               INDEX




Part I -  Financial Information

          Condensed Consolidated Balance Sheets -
           March 29, 2000 (Unaudited) and June 30, 1999     3 - 4

          Condensed Consolidated Statements of Income
           (Unaudited) - Thirteen week and thirty-nine week
           periods ended March 29, 2000 and March 24, 1999      5

          Condensed Consolidated Statements of Cash Flows
           (Unaudited) - Thirty-nine week periods ended
           March 29, 2000 and March 24, 1999                    6

          Notes to Condensed Consolidated
           Financial Statements (Unaudited)                 7 - 8

          Management's Discussion and Analysis of
           Financial Condition and Results of Operations   9 - 14


Part II - Other Information                               15 - 17




PART I.  FINANCIAL INFORMATION


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



                                         March 29,         June 30,
                                            2000             1999
ASSETS                                  (Unaudited)
Current Assets:
 Cash and Cash Equivalents              $     9,987      $    12,597
 Accounts Receivable                         18,418           21,390
 Inventories                                 15,440           15,050
 Prepaid Expenses                            49,434           46,431
 Deferred Income Taxes                        2,210            5,585
 Other                                        4,197            2,097

     Total Current Assets                    99,686          103,150

Property and Equipment, at Cost:
 Land                                       178,893          169,368
 Buildings and Leasehold Improvements       718,219          650,000
 Furniture and Equipment                    382,249          351,729
 Construction-in-Progress                    68,566           46,186
                                          1,347,927        1,217,283
 Less Accumulated Depreciation
  and Amortization                          463,890          403,907

     Net Property and Equipment             884,037          813,376

Other Assets:
 Goodwill                                    72,114           74,190
 Other                                       93,372           94,928

     Total Other Assets                     165,486          169,118

     Total Assets                       $ 1,149,209      $ 1,085,644

                                                          (continued)


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




                                         March 29,         June 30,
                                            2000             1999
LIABILITIES AND SHAREHOLDERS' EQUITY    (Unaudited)

Current Liabilities:
 Current Installments of Long-term Debt $    14,635      $    14,635
 Accounts Payable                            91,487           74,100
 Accrued Liabilities                        111,011          101,384

  Total Current Liabilities                 217,133          190,119

Long-term Debt, Less Current Installments   166,006          183,158
Deferred Income Taxes                        11,648            9,140
Other Liabilities                            41,113           41,788
Commitments and Contingencies

Shareholders' Equity:
 Preferred Stock - 1,000,000 Authorized
  Shares; $1.00 Par Value; No Shares Issued      -                -
 Common Stock - 250,000,000 Authorized
  Shares; $.10 Par Value; 78,362,441
  Shares Issued and 65,241,022 Shares
  Outstanding at March 29, 2000, and
  78,150,054 Shares Issued and 65,899,445
  Shares Outstanding at June 30, 1999         7,836            7,815
 Additional Paid-In Capital                 288,960          285,448
 Retained Earnings                          624,048          542,918
                                            920,844          836,181
 Less:
  Treasury Stock, at Cost (13,121,419
   shares at March 29, 2000 and 12,250,609
   shares at June 30, 1999)                 203,920          174,742
  Unearned Compensation                       3,615               -
  Total Shareholders' Equity                713,309          661,439

  Total Liabilities and Shareholders'
    Equity                              $ 1,149,209    $   1,085,644


See accompanying notes to condensed consolidated financial
statements.

<TABLE>

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

                                   13 Week Periods Ended    39 Week Periods Ended
                                    Mar. 29,   Mar. 24,      Mar. 29,   Mar. 24,
                                     2000       1999           2000       1999
<S>                                <C>        <C>           <C>         <C>
Revenues                           $  551,191 $  459,192    $1,583,124  $1,335,268

Operating Costs and Expenses:
   Cost of Sales                      146,490    123,901       422,219     363,495
   Restaurant Expenses                307,730    257,620       883,090     746,601
   Depreciation and Amortization       22,432     19,804        67,333      58,327
   General and Administrative          26,554     22,890        74,466      66,441

Total Operating Costs and Expenses    503,206    424,215     1,447,108   1,234,864

Operating Income                       47,985     34,977       136,016     100,404

Interest Expense                        2,882      2,375         8,400       6,764
Other, Net                                828      1,155         2,900       4,572

Income Before Provision for
   Income Taxes and Cumulative Effect
   of Accounting Change                44,275     31,447       124,716      89,068

Provision for Income Taxes             15,673     10,912        43,586      30,907

Income Before Cumulative
   Effect of Accounting Change         28,602     20,535        81,130      58,161

Cumulative Effect of Accounting Change     -          -             -        6,407

     Net Income                    $   28,602 $   20,535     $  81,130  $   51,754

Basic Earnings Per Share:

   Income Before Cumulative Effect
     of Accounting Change          $     0.44 $     0.31     $    1.24  $     0.89
   Cumulative Effect of
     Accounting Change                     -          -             -         0.10

   Basic Net Income Per Share      $     0.44 $     0.31     $    1.24  $     0.79

Diluted Earnings Per Share:

   Income Before Cumulative Effect
     of Accounting Change          $     0.43 $     0.30     $    1.21  $     0.86
   Cumulative Effect of
     Accounting Change                     -          -             -         0.10

   Diluted Net Income Per Share    $     0.43 $     0.30     $    1.21  $     0.76

Basic Weighted Average
   Shares Outstanding                  65,266     66,316        65,491      65,899

Diluted Weighted Average
   Shares Outstanding                  66,814     68,852        67,207      68,073

</TABLE>

See accompanying notes to condensed consolidated financial
statements.



                        BRINKER INTERNATIONAL, INC.
               Condensed Consolidated Statements of Cash Flows
                               (In thousands)
                                 (Unaudited)


                                                    39 Week Periods Ended
                                                   March 29,      March 24,
                                                     2000           1999
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                         $ 81,130       $ 51,754
Adjustments to Reconcile Net Income
 to Net Cash Provided by Operating
 Activities:
   Depreciation and Amortization                     68,783         58,327
   Deferred Income Taxes                              5,883          4,173
   Cumulative Effect of Accounting Change                -           6,407
   Changes in Assets and Liabilities:
      Receivables                                       872         (4,674)
      Inventories                                      (390)        (1,238)
      Prepaid Expenses                                 (105)        (1,491)
      Other Assets                                    1,932          4,024
      Accounts Payable                               17,387            334
      Accrued Liabilities                             9,740          7,628
      Other Liabilities                                (675)          (900)

      Net Cash Provided by Operating Activities     184,557        124,344

CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for Property and Equipment                (138,239)      (137,013)
Investment in Equity Method Investees                  (953)        (4,479)
Net Advances to Affiliates                              -          (13,838)

      Net Cash Used in Investing Activities        (139,192)      (155,330)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net (Payments) Borrowings on Credit Facilities      (17,152)        40,266
Proceeds from Issuances of Treasury Stock            14,467         24,011
Purchases of Treasury Stock                         (45,290)       (25,941)

      Net Cash (Used in) Provided by
        Financing Activities                        (47,975)        38,336

Net (Decrease) Increase in Cash and
 Cash Equivalents                                    (2,610)         7,350
Cash and Cash Equivalents at Beginning
 of Period                                           12,597          9,382
Cash and Cash Equivalents at End
 of Period                                         $  9,987       $ 16,732

CASH PAID DURING THE PERIOD:
Interest, Net of Amounts Capitalized               $  5,836       $  4,712
Income Taxes, Net of Refunds                       $ 41,153       $ 33,764

NON-CASH TRANSACTIONS DURING THE PERIOD:
Restricted Common Stock Issued                     $  5,200      $     -


See accompanying notes to condensed consolidated financial
statements.



                         BRINKER INTERNATIONAL, INC.
              Notes to Condensed Consolidated Financial Statements
                            (Unaudited)



1.  Basis of Presentation

   The  condensed  consolidated financial  statements  of  Brinker
International,    Inc.    and   its   wholly-owned    subsidiaries
(collectively, the "Company") as of March 29, 2000  and  June  30,
1999  and for the thirteen week and thirty-nine week periods ended
March  29,  2000  and  March  24, 1999,  respectively,  have  been
prepared  by the Company pursuant to the rules and regulations  of
the  Securities and Exchange Commission ("SEC").  The Company owns
and  operates or franchises various restaurant concepts under  the
names  of Chili's Grill & Bar ("Chili's"), Romano's Macaroni Grill
("Macaroni Grill"), On The Border Mexican Grill & Cantina ("On The
Border"),   Cozymel's   Coastal   Mexican   Grill   ("Cozymel's"),
Maggiano's  Little  Italy ("Maggiano's"), and Corner  Bakery  Cafe
("Corner  Bakery").  In addition, the Company is involved  in  the
operation  and  development  of  the  Eatzi's  Market  and  Bakery
("Eatzi's"), Big Bowl, and Wildfire concepts.

   The  information  furnished  herein  reflects  all  adjustments
(consisting  only  of normal recurring accruals  and  adjustments)
which are, in the opinion of management, necessary to fairly state
the  operating results for the respective periods.  However, these
operating  results are not necessarily indicative of  the  results
expected  for  the  full  fiscal year.   Certain  information  and
footnote   disclosures  normally  included  in  annual   financial
statements   prepared  in  accordance  with   generally   accepted
accounting principles have been omitted pursuant to SEC rules  and
regulations.  The  notes  to the condensed consolidated  financial
statements  should be read in conjunction with the  notes  to  the
consolidated financial statements contained in the June  30,  1999
Form  10-K.  Company management believes that the disclosures  are
sufficient for interim financial reporting purposes.

   Certain  prior  year  amounts have  been  reclassified  in  the
accompanying   condensed  consolidated  financial  statements   to
conform with current year presentation.

2. Commitments

   In  September  1999, the Company entered into a  $25.0  million
equipment  leasing facility.  During fiscal 2000, the Company  has
utilized  $16.2 million of the facility.  The facility,  which  is
accounted for as an operating lease, expires in fiscal 2006.   The
Company  guarantees a residual value related to the  equipment  of
approximately  87% of the total amount funded under the  facility.
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 no more  than  75%
of the total amount funded under the facility.

  In September 1999, the Company also entered into a $50.0 million
real estate leasing facility. During fiscal 2000, the Company  has
utilized  $5.2  million of the facility.  The facility,  which  is
accounted for as an operating lease, expires in fiscal 2007.   The
Company  guarantees the residual value related to the  properties,
which  will be approximately 87% of the total amount funded  under
the  facility.  At the end of the lease term, the Company has  the
option  to  purchase all of the leased real estate for  an  amount
equal to the unamortized lease balance.

3.  Preopening Costs

  The Company elected early adoption of Statement of Position 98-5
("SOP  98-5"),  "Reporting on the Costs of  Start-Up  Activities,"
retroactive  to  the  first  quarter  of  fiscal  1999.  This  new
accounting  standard required the Company to expense all  start-up
and preopening costs as they are incurred.  The Company previously
deferred  such  costs  and amortized them  over  the  twelve-month
period  following the opening of each restaurant.   The  Condensed
Consolidated Statement of Income for the thirty-nine  week  period
ended  March  24,  1999  reflects the cumulative  effect  of  this
accounting change, net of related income tax benefit.

4.  Treasury Stock

   The Company's Board of Directors previously approved a plan  to
repurchase  up  to $110.0 million of the Company's  common  stock.
During  the third quarter of fiscal 2000, the Company's  Board  of
Directors  approved an additional $100.0 million increase  in  the
existing  plan.  Pursuant  to  the plan  and  in  accordance  with
applicable   securities  regulations,  the   Company   repurchased
approximately 635,100 shares of its common stock for approximately
$14.1  million during the third quarter of fiscal 2000,  resulting
in a cumulative repurchase total of 4,910,100 shares of its common
stock  for  approximately $110.5 million. The Company's repurchase
plan is used by the Company to offset the dilutive effect of stock
option  exercises and increase shareholder value. The  repurchased
common stock is reflected as a reduction of shareholders' equity.

5.  Long Term Incentive Plan

   Pursuant to shareholder approval in November 1999, the  Company
implemented the Long Term Incentive Plan (the "Plan") for  certain
key  employees, one component of which is the award of  restricted
common  stock  in lieu of cash.  During fiscal 2000, approximately
218,000  shares of restricted common stock have been awarded,  the
majority  of  which  vests  over a  three-year  period.   Unearned
compensation was recorded at the date of award based on the market
value of the shares and is being amortized to compensation expense
over  the vesting period.  Unearned compensation related to  these
shares,  included as a separate component of shareholders' equity,
was approximately $3.6 million at March 29, 2000.




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


The following table sets forth selected operating data as a
percentage of total revenues for the periods indicated. All
information is derived from the accompanying condensed consolidated
statements of income.
<TABLE>
                                   13 Week Periods Ended    39 Week Periods Ended
                                    Mar. 29,   Mar. 24,      Mar. 29,   Mar. 24,
                                      2000       1999          2000       1999
<S>                                  <C>         <C>           <C>        <C>
Revenues                             100.0%      100.0%        100.0%     100.0%

Operating Costs and Expenses:
 Cost of Sales                        26.6%       27.0%         26.7%      27.2%
 Restaurant Expenses                  55.8%       56.1%         55.8%      55.9%
 Depreciation and Amortization         4.1%        4.3%          4.3%       4.4%
 General and Administrative            4.8%        5.0%          4.7%       5.0%

 Total Operating Costs and Expenses   91.3%       92.4%         91.4%      92.5%

Operating Income                       8.7%        7.6%          8.6%       7.5%

Interest Expense                       0.5%        0.5%          0.5%       0.5%
Other, Net                             0.2%        0.3%          0.2%       0.3%

Income Before Provision for Income
Taxes and Cumulative Effect of
Accounting Change                      8.0%        6.8%          7.9%       6.7%
Provision for Income Taxes             2.8%        2.3%          2.8%       2.3%

Income Before Cumulative Effect
   of Accounting Change                5.2%        4.5%          5.1%       4.4%

Cumulative Effect of Accounting
  Change                                 -           -             -        0.5%

  Net Income                           5.2%        4.5%          5.1%       3.9%
</TABLE>

The following table details the number of restaurant openings
during the third quarter and year-to-date, as well as total
restaurants open at the end of the third quarter.

<TABLE>
                                                                   Total Open at End
                   Third Quarter Openings   Year-to-Date Openings   of Third Quarter
                     Fiscal       Fiscal      Fiscal      Fiscal    Fiscal     Fiscal
                      2000         1999        2000        1999      2000       1999
<S>                   <C>          <C>         <C>         <C>     <C>          <C>
Chili's:
  Company-owned          8            5          28          20       462        433
  Franchised             9            7          25          22       211        181
     Total              17           12          53          42       673        614

Macaroni Grill:
  Company-owned          2            5          11          13       139        124
  Franchised             1            1           1           1         4          3
     Total               3            6          12          14       143        127

On The Border:
  Company-owned          3            8          13          15        80         65
  Franchised             2            1           5           6        28         21
     Total               5            9          18          21       108         86

Maggiano's               1           --           2           3        12         10

Cozymel's               --           --          --           1        13         13

Corner Bakery:
 Company-owned           -            4           6          19        55         49
 Franchised              -           --           1          --         1         --
    Total                -            4           7          19        56         49

Eatzi's                 --            1          --           3         4          6

Wildfire                --           --          --           1         3          2

Big Bowl                --           --          --           2         4          4

     Grand total        26           32          92         106     1,016        911
</TABLE>




REVENUES

Revenues  for the third quarter of fiscal 2000 increased to  $551.2
million,  20.0%  over  the $459.2 million generated  for  the  same
quarter  of  fiscal 1999. Revenues for the thirty-nine week  period
ended  March  29,  2000  rose 18.6% to $1,583.1  million  from  the
$1,335.3 million generated for the same period of fiscal 1999.  The
increases  are  primarily attributable to  a  net  increase  of  67
company-owned restaurants since March 24, 1999 and an  increase  in
comparable  store sales for both the third quarter and year-to-date
of  fiscal 2000 compared to fiscal 1999. The Company increased  its
capacity  (as  measured in sales weeks) for the third  quarter  and
year-to-date  of  fiscal  2000 by 10.9%  and  12.0%,  respectively,
compared  to  the  respective prior year periods. Comparable  store
sales  increased 8.6% and 6.4% for the third quarter  and  year-to-
date,  respectively, from the same periods of  fiscal  1999.   Menu
prices  in the aggregate increased 1.5% in fiscal 2000 as  compared
to fiscal 1999.

COSTS AND EXPENSES (as a percent of Revenues)

Cost  of sales decreased for the third quarter and year-to-date  of
fiscal  2000 as compared to the respective periods of fiscal  1999.
Improved  purchasing leverage, menu price increases, and  favorable
commodity price variances for poultry, dairy, produce, and contract
items  (such as eggrolls and shortening) attributed to the decrease
in  cost  of  sales  for both the quarter and  year-to-date.  These
favorable  variances were partially offset by unfavorable commodity
price variances for meat and unfavorable product mix changes.

Restaurant  expenses decreased for the third quarter  and  year-to-
date  of  fiscal 2000 compared to the respective periods of  fiscal
1999.   Restaurant labor wage rates were higher than in  the  prior
year,   but   were  fully  offset  by  increased  sales   leverage,
improvements  in  labor  productivity, and  menu  price  increases.
Additionally, pre-opening costs have decreased for both  the  third
quarter  and  year-to-date due to fewer store  openings  year-over-
year.

Depreciation and amortization decreased for both the third  quarter
and  year-to-date of fiscal 2000 compared to the respective periods
of  fiscal 1999.  Depreciation and amortization decreases  resulted
from the utilization of the equipment leasing facilities, increased
sales  leverage  and a declining depreciable asset base  for  older
units.  Partially  offsetting  these decreases  were  increases  in
depreciation  related to new unit construction and ongoing  remodel
costs.

General  and administrative expenses decreased for both  the  third
quarter  and year-to-date of fiscal 2000 compared to the respective
periods of fiscal 1999 as a result of the Company's continued focus
on   controlling  corporate  expenditures  relative  to  increasing
revenues and number of restaurants and increased sales leverage.

Interest expense remained flat for both the third quarter and year-
to-date  of  fiscal  2000 compared with the respective  periods  of
fiscal  1999.  Interest expense increased as a result of  increased
borrowings  on  the Company's credit facilities primarily  used  to
fund  the Company's continuing stock repurchase plan and a decrease
in  interest capitalization due to fewer store openings  year-over-
year.   These  increases  were  fully  offset  by  increased  sales
leverage as well as a decrease in interest expense on senior  notes
due to the scheduled repayment made in April 1999.

Other, net decreased for both the third quarter and year-to-date of
fiscal  2000  compared  to the respective periods  of  fiscal  1999
primarily due to a decrease in the Company's share of net losses in
unconsolidated equity method investees.


CUMULATIVE EFFECT OF ACCOUNTING CHANGE

The  cumulative effect of accounting change is the  result  of  the
Company's  early  adoption  of SOP 98-5 retroactive  to  the  first
quarter  of  fiscal 1999 as discussed previously in the  "Notes  to
Condensed   Consolidated   Financial   Statements"   section.   The
cumulative  effect  of this accounting change, net  of  income  tax
benefit,  was  $6.4 million or $0.10 per diluted share.   This  new
accounting  standard  accelerates  the  Company's  recognition   of
preopening  costs,  but benefits the post-opening  results  of  new
restaurants.


NET INCOME AND NET INCOME PER SHARE

Net  income  for the third quarter and year-to-date of fiscal  2000
increased 39.3% and 56.8%, respectively, compared to the respective
periods of fiscal 1999. Diluted net income per share for the  third
quarter and year-to-date of fiscal 2000 increased 43.3% and  59.2%,
respectively,  compared to the respective periods of  fiscal  1999.
Excluding  the  effects of the adoption of SOP 98-5  in  the  first
quarter  of fiscal 1999, net income for the year-to-date period  of
fiscal 2000 increased 39.5% from $58.2 million to $81.1 million and
diluted  net income per share increased 40.7% from $.86  to  $1.21.
The  increase in both net income and diluted net income  per  share
before consideration of the adoption of SOP 98-5 was mainly due  to
an  increase  in revenues resulting from increases in capacity  (as
measured  in sales weeks), comparable store sales, and menu  prices
and  decreases  in commodity prices and general and  administrative
expenses as a percent of revenues.  Diluted weighted average shares
outstanding  for the third quarter decreased 3.0% compared  to  the
prior  year period due to the effect of treasury stock repurchases,
partially  offset  by stock option exercises and restricted  common
stock awards.

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
either  increasing  menu prices or reviewing,  then  implementing,
alternative products or processes.

LIQUIDITY AND CAPITAL RESOURCES

The  working capital deficit increased from $87.0 million  at  June
30, 1999 to $117.4 million at March 29, 2000.  Net cash provided by
operating  activities  increased to $184.6 million  for  the  third
quarter  of fiscal 2000 from $124.3 million during the same  period
in  fiscal 1999 due to increased profitability, partially offset by
the timing of operational receipts and payments.

Long-term  debt  outstanding at March 29, 2000 consisted  of  $71.4
million of unsecured senior notes, $108.1 million of borrowings  on
credit  facilities,  and  obligations under  capital  leases.   The
Company has credit facilities totaling $330.0 million, and at March
29,  2000,  the Company had $220.1 million in available funds  from
these facilities.

During the first quarter of fiscal 2000, the Company entered into a
$25.0  million equipment leasing facility.  As of March  29,  2000,
$16.2  million  of the facility had been utilized.   The  remaining
equipment  leasing facility can be used to lease  equipment  during
the remainder of fiscal year 2000 and through the first quarter  of
fiscal  year 2001.  In addition, the Company entered into  a  $50.0
million  real estate leasing facility. As of March 29,  2000,  $5.2
million  of  the  facility had been utilized.  The  remaining  real
estate  leasing facility will be used to lease real  estate  during
the remainder of fiscal year 2000 and all of fiscal year 2001.

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, net of  amounts  funded
under  the respective equipment and real estate leasing facilities,
were $138.2 million for the first three quarters of fiscal 2000  as
compared to $137.0 million for the same period of fiscal 1999.  The
amount  of  capital  expenditures in the first  three  quarters  of
fiscal  2000 was essentially unchanged compared to the same  period
in  fiscal  1999  due to differences in the mix  of  unit  openings
during fiscal 2000 as compared to fiscal 1999, partially offset  by
a  decrease  in  the  number of store openings year-over-year.  The
Company  estimates that its capital expenditures during the  fourth
quarter  will approximate $47.0 million. These capital expenditures
will  be  funded  from internal operations, cash  equivalents,  and
drawdowns on the Company's available lines of credit.

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


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.

The  Company's  net  exposure to interest rate  risk  consists  of
floating  rate  instruments  that  are  benchmarked  to  U.S.  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. 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 March 29, 2000
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.  The  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 that are not covered  by
contracts 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  1998, the Financial Accounting Standards Board  ("FASB")
issued  Statement of Financial Accounting Standards No. 133 ("SFAS
No.  133"),  "Accounting  for Derivative Instruments  and  Hedging
Activities,"  subsequently  amended  by  Statement  of   Financial
Accounting  Standards  No. 137 ("SFAS No. 137"),  "Accounting  for
Derivative  Instruments and Hedging Activities - Deferral  of  the
Effective Date of FASB Statement No. 133," which is required to be
adopted  in fiscal years beginning after June 15, 2000.  SFAS  No.
133  will require the Company to recognize all derivatives on  the
balance  sheet  at  fair  value.  If the derivative  is  a  hedge,
depending on the nature of the hedge, changes in the fair value of
derivatives will either be offset against the change in fair value
of  the  hedged  item  through earnings, or  recognized  in  other
comprehensive  income  until  the hedged  item  is  recognized  in
earnings.   The  Company expects to adopt SFAS No.  133  effective
June  29, 2000 and does not anticipate that the adoption will have
a  material  effect  on  the Company's results  of  operations  or
financial position.


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, identification and availability  of  suitable
and  economically viable locations for new restaurants,  food  and
labor  costs, availability of materials and employees, or  weather
and other acts of God.


PART II.  OTHER INFORMATION

Item 6: EXHIBITS

Exhibit 27  Financial Data Schedules.  Filed with EDGAR version.

     (a)  Financial Data Schedule as of and for the 39 week period ended
          March 29, 2000.

     (b)  Restated Financial Data Schedule as of and for the 39 week
          period ended March 24, 1999.



                             SIGNATURES

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


                            BRINKER INTERNATIONAL, INC.


Date:  May 11, 2000         By:________________________________________
                               Ronald A. McDougall, Vice Chairman and
                               Chief Executive Officer
                               (Duly Authorized Signatory)



Date:  May 11, 2000         By:__________________________________________
                               Russell G. Owens, Executive Vice President
                               and Chief Financial and Strategic Officer
                               (Principal Financial and Accounting Officer)


<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 39 WEEK
PERIOD ENDED MARCH 29, 2000, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-2000
<PERIOD-END>                               MAR-29-2000
<CASH>                                           9,987
<SECURITIES>                                         0
<RECEIVABLES>                                   23,082
<ALLOWANCES>                                     (467)
<INVENTORY>                                     15,440
<CURRENT-ASSETS>                                99,686
<PP&E>                                       1,347,927
<DEPRECIATION>                               (463,890)
<TOTAL-ASSETS>                               1,149,209
<CURRENT-LIABILITIES>                          217,133
<BONDS>                                        166,006
                                0
                                          0
<COMMON>                                         7,836
<OTHER-SE>                                     705,473
<TOTAL-LIABILITY-AND-EQUITY>                 1,149,209
<SALES>                                      1,566,405
<TOTAL-REVENUES>                             1,583,124
<CGS>                                          422,219
<TOTAL-COSTS>                                1,372,642
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   663
<INTEREST-EXPENSE>                               8,400
<INCOME-PRETAX>                                124,716
<INCOME-TAX>                                    43,586
<INCOME-CONTINUING>                             81,130
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    81,130
<EPS-BASIC>                                     1.24
<EPS-DILUTED>                                     1.21


</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 39 WEEK
PERIOD ENDED MARCH 24, 1999, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          JUN-30-1999
<PERIOD-END>                               MAR-24-1999
<CASH>                                          16,732<F1>
<SECURITIES>                                         0
<RECEIVABLES>                                   26,530<F1>
<ALLOWANCES>                                     (255)
<INVENTORY>                                     15,012
<CURRENT-ASSETS>                               102,543<F1>
<PP&E>                                       1,173,082<F2>
<DEPRECIATION>                               (388,051)
<TOTAL-ASSETS>                               1,065,532<F1><F2>
<CURRENT-LIABILITIES>                          182,106<F1>
<BONDS>                                        187,537
                                0
                                          0
<COMMON>                                         7,815
<OTHER-SE>                                     635,748<F2>
<TOTAL-LIABILITY-AND-EQUITY>                 1,065,532<F1><F2>
<SALES>                                      1,321,828
<TOTAL-REVENUES>                             1,335,268
<CGS>                                          363,495
<TOTAL-COSTS>                                1,168,423<F2>
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                   488
<INTEREST-EXPENSE>                               6,764
<INCOME-PRETAX>                                 89,068<F2>
<INCOME-TAX>                                    30,907<F2>
<INCOME-CONTINUING>                             58,161<F2>
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                        6,407<F2>
<NET-INCOME>                                    51,754<F2>
<EPS-BASIC>                                     0.79<F2>
<EPS-DILUTED>                                     0.76<F2>
<FN>
<F1> Restated to reflect reclassifications in the condensed consolidated
financial statements to conform with current year presentation.
<F2> Restated to reflect the adoption of Statement of Position 98-5,
"Reporting on the Costs of Start-Up Activities."
</FN>


</TABLE>


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