As filed with the Securities and Exchange Commission on July 25, 2000
                                            Registration No. 333-

                         UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                  ____________________________

                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933

                  ____________________________

                   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
                         (972) 980-9917
            (Address of Principal Executive Offices)

                  ____________________________

         Brinker International, Inc. 401(k) Savings Plan
              As Restated Effective January 1, 1999
     Brinker International, Inc. Savings Plan II, As Amended
                    (Full Titles of the Plans)

                        Russell G. Owens
          Executive Vice President and Chief Financial
                      and Strategic Officer
                   Brinker International, Inc.
                        6820 LBJ Freeway
                       Dallas, Texas 75240
                         (972) 980-9917
  (Name, address and telephone number, including area code, of
                       agent for service)

                  ____________________________

                         With Copies To:

Roger F. Thomson                                  Stuart Bumpas, Esq.
Executive Vice President and General Counsel      Locke Liddell & Sapp LLP
Brinker International, Inc.                       2200 Ross Avenue, Suite 2200
6820 LBJ Freeway                                  Dallas, Texas 75201
Dallas, Texas 75240                               (214) 740-8000
(972) 980-9917
                  ____________________________

                 CALCULATION OF REGISTRATION FEE
<TABLE>
 <S>                   <C>           <C>            <C>             <C>
    Title                            Proposed       Proposed
     Of                Amount To      Maximum        Maximum          Amount of
 Securities                Be         Offering      Aggregate        Registration
    To Be              Registered    Price Per       Offering           Fee
 Registered                           Share (1)       Price (1)


 Common Stock,
 $0.10 Par Value (3)


Brinker
International, Inc.
401(k) Savings Plan
As Restated Effective
January 1, 1999        275,000        $31.16 (2)      $8,569,000.00     $2,262.22
                        shares (3)

Brinker
International, Inc.
Savings Plan II, as    100,000        $31.16 (2)      $3,116,000.00     $822.62
amended                 shares (3)

 TOTAL                 375,000 shares                 $11,685,000.00    $3,084.84

</TABLE>

(1)    For  the sole purpose of calculating the registration
fee,  the  number  of  shares to be  registered  under  this
registration  statement  has  been  broken  down  into   two
subtotals.  In  addition, pursuant to  Rule  416  under  the
Securities  Act  of  1933,  as  amended,  this  registration
statement  also  covers  shares  of  common  stock  of   the
registrant  issuable  to  prevent  dilution  resulting  from
stock splits, stock dividends or similar transactions.

  (2)    Estimated in accordance with Rule 457 (c)  and  (h)
under  the  Securities Act of 1933, as amended,  solely  for
purposes of calculating the registration fee, based  on  the
average  of  the  high  and low prices of  the  registrant's
common  stock on July 18, 2000 as reported on the New  York
Stock Exchange.

(3)    In  addition,  pursuant  to  Rule  416(c)  under  the
Securities  Act  of  1933,  as  amended,  this  registration
statement  also covers an indeterminate amount of  interests
to  be  offered  or  sold pursuant to the  employee  benefit
plans described herein.


                             PART I
      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information specified by Item 1 (Plan Information) and
Item 2 (Registrant Information and Employee Plan Annual
Information) of Part I of Form S-8 is omitted from this filing in
accordance with the provisions of Rule 428 under the Securities
Act of 1933, as amended (the "Securities Act"), and the
introductory Note to Part I of Form S-8.


                             PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

     The documents set forth below are incorporated by reference
in this Registration Statement.  All documents subsequently filed
by Brinker International, Inc. ("Brinker"), Brinker
International, Inc. 401(k) Savings Plan As Restated Effective
January 1, 1999 and Brinker International, Inc. Savings Plan II,
as amended, pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this registration statement
and to be a part hereof from the date of filing of such
documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this registration
statement to the extent a statement contained herein or in any
other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.

          (a)  Brinker's annual report on Form 10-K for the year
          ended June 30, 1999;

          (b)  All other reports filed with the Securities and
          Exchange Commission ("Commission") pursuant to Section
          13(a) or 15(d) of the Exchange Act since the end of the
          fiscal year covered by the documents described in (a)
          above; and

          (c)  The description of the common stock which is
          contained in Brinker's registration statements on
          Form 8-A filed with the Commission pursuant to
          Section 12 of the Exchange Act, and all amendments
          thereto and reports that have been filed for the
          purpose of updating such description.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law (the
"DGCL") provides, in effect, that any person made a party to any
action by reason of the fact that he is or was a director,
officer, employee or agent of Brinker may and, in certain cases,
must be indemnified by Brinker against, in the case of a non-
derivative action, judgments, fines, amounts paid in settlement
and reasonable expenses (including attorney's fees) incurred by
him as a result of such action, and in the case of a derivative
action, against expenses (including attorney's fees), if in
either type of action he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of Brinker.  This indemnification does not apply, in a derivative
action, to matters as to which it is adjudged that the director,
officer, employee or agent is liable to Brinker, unless upon
court order it is determined that, despite such adjudication of
liability but in view of all the circumstances of the case, he is
fairly and reasonably entitled to indemnity for expenses, and, in
a non-derivative action, to any criminal proceeding in which such
person had reasonable cause to believe his conduct was unlawful.

     Article Ninth of Brinker's Certificate of Incorporation
provides that no director shall be liable to Brinker or its
stockholders for monetary damages for breach of fiduciary duty,
provided that the liability of a director is not limited (i) for
any breach of the director's duty of loyalty to Brinker or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or knowing violation of law,
(iii) under Section 174 of the DGCL or (iv) any transaction from
which such director derived an improper personal benefit.

     Article VI, Section 2 of Brinker's bylaws provides, in
general, that Brinker shall indemnify its directors and officers
under the circumstances defined in Section 145 of the DGCL.
Brinker has obtained an insurance policy insuring the directors
and officers of Brinker against certain liabilities, if any, that
arise in connection with the performance of their duties on
behalf of Brinker and its subsidiaries.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.


Item 8.  Exhibits.

               5.1*      Opinion of Locke Liddell & Sapp LLP.
               23.1*     Consent of KPMG LLP.
               23.2*     Consent of Locke Liddell & Sapp LLP
                         (included in opinion filed as Exhibit 5.1).
               24.1*     Power of Attorney (included on the
                         signature pages of this Registration Statement).
               99.1*     Brinker International, Inc. 401(k)
                         Savings Plan As Restated Effective January 1, 1999.
               99.2*     Brinker International, Inc. Savings Plan II,
                         as amended.

*    Filed herewith.

     Brinker hereby undertakes that it will submit or has
     submitted Brinker International, Inc. 401(k) Savings Plan As
     Restated Effective January 1, 1999, and any amendments
     thereto to the Internal Revenue Service (the "IRS") in a
     timely manner and has made or will make all changes required
     by the IRS in order to qualify the plan under Section 401 of
     the Internal Revenue Code.

Item 9.  Undertakings.

(a)  Brinker hereby undertakes:

          (1)  To file, during any period in which offers or
          sales are being made, a post-effective amendment to
          this Registration Statement:

                    (i)  To include any prospectus required by
               Section 10(a)(3) of the Securities Act;

                    (ii) To reflect in the prospectus any facts
               or events arising after the effective date of this
               Registration Statement (or the most recent post-
               effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental
               change in the information set forth in this
               Registration Statement; and

                    (iii)     To include any material information
               with respect to the plan of distribution not
               previously disclosed in this Registration
               Statement or any material change to such
               information in this Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
     do not apply if the registration statement is on Form S-3,
     Form S-8 or Form F-3, and the information required to be
     included in a post-effective amendment by those paragraphs
     is contained in periodic reports filed with or furnished to
     the Securities and Exchange Commission by Brinker pursuant
     to Section 13 or Section 15(d) of the Exchange Act that are
     incorporated by reference in the registration statement.

     (2)  That, for the purpose of determining any liability
     under the Securities Act, each such post-effective amendment
     shall be deemed to be a new registration statement relating
     to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial
     bona fide offering thereof.

     (3)  To remove from registration by means of a post-
     effective amendment any of the securities being registered
     which remain unsold at the termination of the offering.

(b)  Brinker hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of Brinker's
annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of Brinker pursuant to the foregoing
provisions, or otherwise, Brinker has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by Brinker of
expenses incurred or paid by a director, officer or controlling
person of Brinker in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, Brinker will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.

                           SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the
registrant  certifies that it has reasonable grounds  to  believe
that it meets all of the requirements for filing on Form S-8  and
has  duly caused this registration statement to be signed on  its
behalf by the undersigned, thereunto duly authorized, in the City
of Dallas, State of Texas, on May 1, 2000.

                            BRINKER INTERNATIONAL, INC.


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


                        POWER OF ATTORNEY

      KNOW  ALL MEN AND WOMEN BY THESE PRESENTS, that each person
whose  signature  appears below hereby constitutes  and  appoints
each  of  Ronald A. McDougall and Russell G. Owens, and  each  of
them, his true and lawful attorneys-in-fact and agents, with full
power  of  substitution and resubstitution, for him  and  in  his
name, place and stead, in any and all capacities, to sign any and
all  amendments  (including post-effective  amendments)  to  this
Registration  Statement, and to file the same, with all  exhibits
thereto,  and  all other documents in connection therewith,  with
the  Securities  and  Exchange  Commission,  granting  unto  said
attorneys-in-fact and agents, and each of them,  full  power  and
authority  to  do  and  perform each  and  every  act  and  thing
requisite  and necessary to be done on and about the premises  as
fully and to all intents and purposes as he might or could do  in
person,  hereby ratifying and confirming all that said attorneys-
in-fact  and  agents,  or  any of them, or  their  substitute  or
substitutes,  may  lawfully do or cause  to  be  done  by  virtue
hereof.


      Pursuant to the requirements of the Securities Act of 1933,
this  registration  statement has been signed  by  the  following
persons in the capacities and on the dates indicated.


      Signatures             Title                     Date



 /s/Ronald A. McDougall      Vice Chairman,            May 1, 2000
 Ronald A. McDougall         Chief Executive
                             Officer and Director
                             (Principal Executive Officer)

                             Executive Vice            May 1, 2000
 /s/Russell G. Owens         President and
 Russell G. Owens            Chief Financial
                             and Strategic Officer
                             (Principal Financial
                             and Accounting Officer)


 /s/Norman E. Brinker        Chairman of the            May 1, 2000
 Norman E. Brinker           Board and Director


 /s/Douglas H. Brooks        Director                   May 1, 2000
 Douglas H. Brooks


____________________         Director                  ____________, 2000
 Donald J. Carty


____________________         Director                  ____________, 2000
 Dan W. Cook, III


 /s/J.M. Haggar, Jr.         Director                   May 1, 2000
 J.M. Haggar, Jr.


____________________         Director                 ______________, 2000
 Frederick S. Humphries


_____________________        Director                _______________, 2000
 Ronald Kirk


 /s/Jeffrey A. Marcus        Director                   May 1, 2000
 Jeffrey A. Marcus


 /s/James E. Oesterreicher   Director                   May 1, 2000
 James E. Oesterreicher


 /s/Roger T. Staubach        Director                   May 1, 2000
 Roger T. Staubach


      Pursuant to the requirements of the Securities Act of 1933,
the  trustees  (or  other  persons who  administer  the  employee
benefit plans) of Brinker International, Inc. 401(k) Saving  Plan
As  Restated Effective January 1, 1999 and Brinker International,
Inc.   Savings  Plan  II,  as  amended,  have  duly  caused  this
Registration  Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the City  of  Dallas,
State of Texas, on the 1st day of May, 2000.

                              BRINKER INTERNATIONAL, INC.
                              401(K) SAVINGS PLAN AS RESTATED
                              EFFECTIVE JANUARY 1, 1999


                              /s/Preston Weaver
                              Preston Weaver, Plan Administrator



                              BRINKER INTERNATIONAL, INC.
                              SAVINGS PLAN II, AS AMENDED


                              /s/Preston Weaver
                              Preston Weaver, Plan Administrator






                      INDEX TO EXHIBITS


     Exhibit
     Number    Exhibit

     5.1*      Opinion of Locke Liddell & Sapp LLP.
     23.1*     Consent of KPMG LLP.
     23.2*     Consent of Locke Liddell & Sapp LLP (included in opinion filed
               as Exhibit 5.1).
     24.1*     Power of Attorney (included on the signature pages of this
               Registration Statement).
     99.1*     Brinker International, Inc. 401(k) Savings Plan As Restated
               Effective January 1, 1999.
     99.2*     Brinker International, Inc. Savings Plan II, as amended.

*    Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8 PLANS", "secsgml_size_bytes": 19401}]
{"company-data": {"conformed-name": "BRINKER INTERNATIONAL INC", "cik": "0000703351", "assigned-sic": "5812", "irs-number": "751914582", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42224", "film-number": "678737"}, "business-address": {"street1": "6820 LBJ FREEWAY #200", "city": "DALLAS", "state": "TX", "zip": "75240", "phone": "2149809917"}, "mail-address": {"street1": "6820 LBJ FREEWAY", "city": "DALLAS", "state": "TX", "zip": "75240"}, "former-company": {"former-conformed-name": "CHILIS INC", "date-changed": "19910528"}}
As filed with the Securities and Exchange Commission on July 25, 2000
                                            Registration No. 333-

                         UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                  ____________________________

                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933

                  ____________________________

                   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
                         (972) 980-9917
            (Address of Principal Executive Offices)

                  ____________________________

         Brinker International, Inc. 401(k) Savings Plan
              As Restated Effective January 1, 1999
     Brinker International, Inc. Savings Plan II, As Amended
                    (Full Titles of the Plans)

                        Russell G. Owens
          Executive Vice President and Chief Financial
                      and Strategic Officer
                   Brinker International, Inc.
                        6820 LBJ Freeway
                       Dallas, Texas 75240
                         (972) 980-9917
  (Name, address and telephone number, including area code, of
                       agent for service)

                  ____________________________

                         With Copies To:

Roger F. Thomson                                  Stuart Bumpas, Esq.
Executive Vice President and General Counsel      Locke Liddell & Sapp LLP
Brinker International, Inc.                       2200 Ross Avenue, Suite 2200
6820 LBJ Freeway                                  Dallas, Texas 75201
Dallas, Texas 75240                               (214) 740-8000
(972) 980-9917
                  ____________________________

                 CALCULATION OF REGISTRATION FEE
Title                            Proposed       Proposed
     Of                Amount To      Maximum        Maximum          Amount of
 Securities                Be         Offering      Aggregate        Registration
    To Be              Registered    Price Per       Offering           Fee
 Registered                           Share (1)       Price (1)

 Common Stock,
 $0.10 Par Value (3)

Brinker
International, Inc.
401(k) Savings Plan
As Restated Effective
January 1, 1999        275,000        $31.16 (2)      $8,569,000.00     $2,262.22
                        shares (3)

Brinker
International, Inc.
Savings Plan II, as    100,000        $31.16 (2)      $3,116,000.00     $822.62
amended                 shares (3)

 TOTAL                 375,000 shares                 $11,685,000.00    $3,084.84
(1)    For  the sole purpose of calculating the registration
fee,  the  number  of  shares to be  registered  under  this
registration  statement  has  been  broken  down  into   two
subtotals.  In  addition, pursuant to  Rule  416  under  the
Securities  Act  of  1933,  as  amended,  this  registration
statement  also  covers  shares  of  common  stock  of   the
registrant  issuable  to  prevent  dilution  resulting  from
stock splits, stock dividends or similar transactions.

  (2)    Estimated in accordance with Rule 457 (c)  and  (h)
under  the  Securities Act of 1933, as amended,  solely  for
purposes of calculating the registration fee, based  on  the
average  of  the  high  and low prices of  the  registrant's
common  stock on July 18, 2000 as reported on the New  York
Stock Exchange.

(3)    In  addition,  pursuant  to  Rule  416(c)  under  the
Securities  Act  of  1933,  as  amended,  this  registration
statement  also covers an indeterminate amount of  interests
to  be  offered  or  sold pursuant to the  employee  benefit
plans described herein.

                             PART I
      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information specified by Item 1 (Plan Information) and
Item 2 (Registrant Information and Employee Plan Annual
Information) of Part I of Form S-8 is omitted from this filing in
accordance with the provisions of Rule 428 under the Securities
Act of 1933, as amended (the "Securities Act"), and the
introductory Note to Part I of Form S-8.

                             PART II
       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The documents set forth below are incorporated by reference
in this Registration Statement.  All documents subsequently filed
by Brinker International, Inc. ("Brinker"), Brinker
International, Inc. 401(k) Savings Plan As Restated Effective
January 1, 1999 and Brinker International, Inc. Savings Plan II,
as amended, pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this registration statement
and to be a part hereof from the date of filing of such
documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this registration
statement to the extent a statement contained herein or in any
other subsequently filed document which also is or is deemed to
be incorporated by reference herein modifies or supersedes such
statement.  Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.

          (a)  Brinker's annual report on Form 10-K for the year
          ended June 30, 1999;

          (b)  All other reports filed with the Securities and
          Exchange Commission ("Commission") pursuant to Section
          13(a) or 15(d) of the Exchange Act since the end of the
          fiscal year covered by the documents described in (a)
          above; and

          (c)  The description of the common stock which is
          contained in Brinker's registration statements on
          Form 8-A filed with the Commission pursuant to
          Section 12 of the Exchange Act, and all amendments
          thereto and reports that have been filed for the
          purpose of updating such description.

Item 4.  Description of Securities.

     Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

     Not Applicable.

Item 6.  Indemnification of Directors and Officers.

     Section 145 of the Delaware General Corporation Law (the
"DGCL") provides, in effect, that any person made a party to any
action by reason of the fact that he is or was a director,
officer, employee or agent of Brinker may and, in certain cases,
must be indemnified by Brinker against, in the case of a non-
derivative action, judgments, fines, amounts paid in settlement
and reasonable expenses (including attorney's fees) incurred by
him as a result of such action, and in the case of a derivative
action, against expenses (including attorney's fees), if in
either type of action he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests
of Brinker.  This indemnification does not apply, in a derivative
action, to matters as to which it is adjudged that the director,
officer, employee or agent is liable to Brinker, unless upon
court order it is determined that, despite such adjudication of
liability but in view of all the circumstances of the case, he is
fairly and reasonably entitled to indemnity for expenses, and, in
a non-derivative action, to any criminal proceeding in which such
person had reasonable cause to believe his conduct was unlawful.

     Article Ninth of Brinker's Certificate of Incorporation
provides that no director shall be liable to Brinker or its
stockholders for monetary damages for breach of fiduciary duty,
provided that the liability of a director is not limited (i) for
any breach of the director's duty of loyalty to Brinker or its
stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or knowing violation of law,
(iii) under Section 174 of the DGCL or (iv) any transaction from
which such director derived an improper personal benefit.

     Article VI, Section 2 of Brinker's bylaws provides, in
general, that Brinker shall indemnify its directors and officers
under the circumstances defined in Section 145 of the DGCL.
Brinker has obtained an insurance policy insuring the directors
and officers of Brinker against certain liabilities, if any, that
arise in connection with the performance of their duties on
behalf of Brinker and its subsidiaries.

Item 7.  Exemption from Registration Claimed.

     Not Applicable.

Item 8.  Exhibits.

               5.1*      Opinion of Locke Liddell & Sapp LLP.
               23.1*     Consent of KPMG LLP.
               23.2*     Consent of Locke Liddell & Sapp LLP
                         (included in opinion filed as Exhibit 5.1).
               24.1*     Power of Attorney (included on the
                         signature pages of this Registration Statement).
               99.1*     Brinker International, Inc. 401(k)
                         Savings Plan As Restated Effective January 1, 1999.
               99.2*     Brinker International, Inc. Savings Plan II,
                         as amended.

*    Filed herewith.

     Brinker hereby undertakes that it will submit or has
     submitted Brinker International, Inc. 401(k) Savings Plan As
     Restated Effective January 1, 1999, and any amendments
     thereto to the Internal Revenue Service (the "IRS") in a
     timely manner and has made or will make all changes required
     by the IRS in order to qualify the plan under Section 401 of
     the Internal Revenue Code.

Item 9.  Undertakings.

(a)  Brinker hereby undertakes:

          (1)  To file, during any period in which offers or
          sales are being made, a post-effective amendment to
          this Registration Statement:

                    (i)  To include any prospectus required by
               Section 10(a)(3) of the Securities Act;

                    (ii) To reflect in the prospectus any facts
               or events arising after the effective date of this
               Registration Statement (or the most recent post-
               effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental
               change in the information set forth in this
               Registration Statement; and

                    (iii)     To include any material information
               with respect to the plan of distribution not
               previously disclosed in this Registration
               Statement or any material change to such
               information in this Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
     do not apply if the registration statement is on Form S-3,
     Form S-8 or Form F-3, and the information required to be
     included in a post-effective amendment by those paragraphs
     is contained in periodic reports filed with or furnished to
     the Securities and Exchange Commission by Brinker pursuant
     to Section 13 or Section 15(d) of the Exchange Act that are
     incorporated by reference in the registration statement.

     (2)  That, for the purpose of determining any liability
     under the Securities Act, each such post-effective amendment
     shall be deemed to be a new registration statement relating
     to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial
     bona fide offering thereof.

     (3)  To remove from registration by means of a post-
     effective amendment any of the securities being registered
     which remain unsold at the termination of the offering.

(b)  Brinker hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of Brinker's
annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of Brinker pursuant to the foregoing
provisions, or otherwise, Brinker has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by Brinker of
expenses incurred or paid by a director, officer or controlling
person of Brinker in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, Brinker will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question of whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.

                           SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the
registrant  certifies that it has reasonable grounds  to  believe
that it meets all of the requirements for filing on Form S-8  and
has  duly caused this registration statement to be signed on  its
behalf by the undersigned, thereunto duly authorized, in the City
of Dallas, State of Texas, on May 1, 2000.

                            BRINKER INTERNATIONAL, INC.

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

                        POWER OF ATTORNEY

      KNOW  ALL MEN AND WOMEN BY THESE PRESENTS, that each person
whose  signature  appears below hereby constitutes  and  appoints
each  of  Ronald A. McDougall and Russell G. Owens, and  each  of
them, his true and lawful attorneys-in-fact and agents, with full
power  of  substitution and resubstitution, for him  and  in  his
name, place and stead, in any and all capacities, to sign any and
all  amendments  (including post-effective  amendments)  to  this
Registration  Statement, and to file the same, with all  exhibits
thereto,  and  all other documents in connection therewith,  with
the  Securities  and  Exchange  Commission,  granting  unto  said
attorneys-in-fact and agents, and each of them,  full  power  and
authority  to  do  and  perform each  and  every  act  and  thing
requisite  and necessary to be done on and about the premises  as
fully and to all intents and purposes as he might or could do  in
person,  hereby ratifying and confirming all that said attorneys-
in-fact  and  agents,  or  any of them, or  their  substitute  or
substitutes,  may  lawfully do or cause  to  be  done  by  virtue
hereof.

      Pursuant to the requirements of the Securities Act of 1933,
this  registration  statement has been signed  by  the  following
persons in the capacities and on the dates indicated.

      Signatures             Title                     Date

 /s/Ronald A. McDougall      Vice Chairman,            May 1, 2000
 Ronald A. McDougall         Chief Executive
                             Officer and Director
                             (Principal Executive Officer)

                             Executive Vice            May 1, 2000
 /s/Russell G. Owens         President and
 Russell G. Owens            Chief Financial
                             and Strategic Officer
                             (Principal Financial
                             and Accounting Officer)

 /s/Norman E. Brinker        Chairman of the            May 1, 2000
 Norman E. Brinker           Board and Director

 /s/Douglas H. Brooks        Director                   May 1, 2000
 Douglas H. Brooks

____________________         Director                  ____________, 2000
 Donald J. Carty

____________________         Director                  ____________, 2000
 Dan W. Cook, III

 /s/J.M. Haggar, Jr.         Director                   May 1, 2000
 J.M. Haggar, Jr.

____________________         Director                 ______________, 2000
 Frederick S. Humphries

_____________________        Director                _______________, 2000
 Ronald Kirk

 /s/Jeffrey A. Marcus        Director                   May 1, 2000
 Jeffrey A. Marcus

 /s/James E. Oesterreicher   Director                   May 1, 2000
 James E. Oesterreicher

 /s/Roger T. Staubach        Director                   May 1, 2000
 Roger T. Staubach

      Pursuant to the requirements of the Securities Act of 1933,
the  trustees  (or  other  persons who  administer  the  employee
benefit plans) of Brinker International, Inc. 401(k) Saving  Plan
As  Restated Effective January 1, 1999 and Brinker International,
Inc.   Savings  Plan  II,  as  amended,  have  duly  caused  this
Registration  Statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized, in the City  of  Dallas,
State of Texas, on the 1st day of May, 2000.

                              BRINKER INTERNATIONAL, INC.
                              401(K) SAVINGS PLAN AS RESTATED
                              EFFECTIVE JANUARY 1, 1999

                              /s/Preston Weaver
                              Preston Weaver, Plan Administrator

                              BRINKER INTERNATIONAL, INC.
                              SAVINGS PLAN II, AS AMENDED

                              /s/Preston Weaver
                              Preston Weaver, Plan Administrator

                      INDEX TO EXHIBITS

     Exhibit
     Number    Exhibit

     5.1*      Opinion of Locke Liddell & Sapp LLP.
     23.1*     Consent of KPMG LLP.
     23.2*     Consent of Locke Liddell & Sapp LLP (included in opinion filed
               as Exhibit 5.1).
     24.1*     Power of Attorney (included on the signature pages of this
               Registration Statement).
     99.1*     Brinker International, Inc. 401(k) Savings Plan As Restated
               Effective January 1, 1999.
     99.2*     Brinker International, Inc. Savings Plan II, as amended.

*    Filed herewith.