As Filed With The Securities And Exchange Commission on December
29, 1999

                                        Registration No. 333-

               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 issuer as specified in its charter)

           Delaware                            75-1914582
   (State of incorporation)         (I.R.S. employer identification no.)

       6820 LBJ Freeway
        Dallas, Texas                                    75240
(Address of principal executive office)                (Zip code)




                         Stock Option and Incentive Plan
       1999 Stock Option and Incentive Plan for Non-Employee Directors
                               and Consultants
                          (Full title of the plans)


                        Roger F. Thomson
          Executive Vice President and General Counsel
                  Brinker International, Inc.
                        6820 LBJ Freeway
                      Dallas, Texas  75240
                         (972) 980-9917

   (Name, address and telephone number, including area code,
                     of agent for service)



APPROXIMATE  DATE OF PROPOSED COMMENCEMENT OF SALES  PURSUANT  TO
THE PLANS:  Sales to the purchasers of securities proposed to  be
registered  hereunder  will occur from time  to  time  after  the
effective date of this Registration Statement.



                CALCULATION OF REGISTRATION FEE


   Title of        Amount to      Proposed        Proposed        Amount of
  Securities         be           Maximum         Maximum      Registration Fee*
     to be         Registered     Offering        Aggregate
  Registered                      Price Per       Offering
                                  Share           Price

Common Stock,     6,300,000(1)    $21.04         $132,552,000.00   $34,994.00
$0.10 par value



*  Estimated  solely for purposes of calculating the registration
fee, which has been computed in accordance with Rule 457(h).

(1)6,000,000 shares of Common Stock will be sold pursuant to  the
   Stock  Option and Incentive Plan and 300,000 shares of  Common
   Stock  will  be  sold pursuant to the 1999  Stock  Option  and
   Incentive Plan for Non-Employee Directors and Consultants.



Item 3.  Incorporation of Documents by Reference.

     The  documents  listed (i) through (iii)  below  are  hereby
incorporated by reference into this Registration Statement.   All
documents  subsequently  filed  by  the  registrant  pursuant  to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of  1934  (the  "1934 Act") prior to 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 herein and to  be
a part hereof from the date of filing of such documents.

     (i) The registrant's latest annual report filed pursuant  to
Section  13(a) or 15(d) of the 1934 Act or the latest  prospectus
filed  pursuant to Rule 424(b) under the Securities Act of  1933,
as amended,  (the "1933 Act"), which contains, either directly or
by incorporation by reference, certified financial statements for
the  registrant's  latest fiscal year for which  such  statements
have been filed.

     (ii)  All other reports filed pursuant to Section 13(a)  and
15(d) of the 1934 Act since the end of the fiscal year covered by
the annual reports or the prospectus referred to in (i) above.

     (iii)   The  description of the registrant's  Common  Stock,
$.10  par  value  ("Common Stock"), which  is  contained  in  the
Company's latest registration statement filed under the 1934 Act,
including  any  amendments or reports 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 Officers and Directors.

     Section  145 of the General Corporation Law of the State  of
Delaware provides generally and in pertinent part that a Delaware
corporation  may  indemnify its directors  and  officers  against
expenses,   judgments,  fines  and  amounts  paid  in  settlement
actually  and reasonably incurred by them in connection with  any
suit  or  proceeding, whether civil, criminal, administrative  or
investigative  (other than an action by or in the  right  of  the
corporation)  if, in connection with the matters in  issue,  they
acted  in good faith and in a manner they reasonably believed  to
be  in, or not opposed to, the best interests of the corporation,
and,  in connection with any criminal suit or proceeding,  if  in
connection  with  the matters in issue, they  had  no  reasonable
cause to believe their conduct was unlawful.  Section 145 further
provides that in connection with the defense or settlement of any
action  by  or  in  the  right  of the  corporation,  a  Delaware
corporation  may  indemnify its directors  and  officers  against
expenses  actually  and  reasonably  incurred  by  them  if,   in
connection  with the matters in issue, they acted in good  faith,
in a manner they reasonably believed to be in, or not opposed to,
the   best   interests  of  the  corporation,  except   that   no
indemnification shall be made in respect of any claim,  issue  or
matter  as  to which such person shall have been adjudged  to  be
liable to the corporation unless and only to the extent that  the
court  in  which such action or suit was brought shall  determine
upon application that, despite the adjudication of liability  but
in  view  of  all the circumstances of the case, such  person  is
fairly  and  reasonably entitled to indemnity for  such  expenses
which  the  court  shall  deem proper.   Section  145  permits  a
Delaware   corporation  to  grant  its  directors  and   officers
additional rights of indemnification through bylaw provisions and
otherwise  and to purchase indemnity insurance on behalf  of  its
directors and officers.

     Article   Ninth   of   the   registrant's   Certificate   of
Incorporation  provides that no director shall be liable  to  the
registrant 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
the  registrant 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 Delaware
General  Corporation Law or (iv) any transaction from which  such
director derived an improper personal benefit.

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

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

      5       Opinion of Hallett & Perrin, P.C. (filed herewith).

     23(a)    Consent of KPMG LLP (filed herewith).

     23(b)    Consent  of  Hallett & Perrin,  P.C.  (included  as
              part of Exhibit 5).

     24       Power  of  Attorney  (see signature  page  of  this
              Registration Statement)

Item 9.  Undertakings.

     (1) The undersigned registrant hereby undertakes:

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

               (i)   Include any prospectus required  by  Section
          10(a)(3) of the 1933 Act.;

               (ii) Reflect in the prospectus any facts or events
          arising  after  the effective date of the  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;

               (iii)     Include any material information on  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 (i) and (ii) do not  apply  if  the
     information  required  to be included  in  a  post-effective
     amendment  by  those  paragraphs is  contained  in  periodic
     reports  filed by the registrant pursuant to Section  13  or
     Section  15(d)  of  the 1934 Act that  are  incorporated  by
     reference in this registration statement.

          (b)  That, for the purpose of determining any liability
     under  the  1933  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  the time shall be deemed to be  the  initial
     bona fide offering thereof; and

          (c)   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.

     (2)  The undersigned registrant hereby undertakes that,  for
purposes  of determining any liability under the 1933  Act,  each
filing   of   the   registrant's  annual   report   pursuant   to
Section  13(a)  or  Section 15(d) of the  1934  Act  (and,  where
applicable,  each  filing of an employee  benefit  plan's  annual
report  pursuant  to  Section 15(d) of  the  1934  Act)  that  is
incorporated by reference in the 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.

     (3)  Insofar  as  indemnification  for  liabilities  arising
under  the  1933 Act may be permitted to directors, officers  and
controlling persons of the registrant pursuant to the certificate
of  incorporation or bylaws of the registrant or  otherwise,  the
registrant has been advised that in the opinion of the Securities
and  Exchange  Commission such indemnification is against  public
policy  as expressed in the Act and is, therefore, unenforceable.
In  the  event  that  a  claim for indemnification  against  such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person  of
the  registrant 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,  the
registrant 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    whether    such
indemnification  by it is against public policy as  expressed  in
the  Act  and will be governed by the final adjudication of  such
issue.

                           SIGNATURES

     Pursuant   to  the  requirements  of  the  1933   Act,   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  and  the State of Texas, on the 29 day  of  December,
1999.


                              BRINKER INTERNATIONAL, INC.


                              By:   /s/Ronald A. McDougall
                                 Ronald A. McDougall
                                 Vice Chairman and Chief
                                 Executive Officer



                       POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE PRESENTS, that each individual  whose
signature appears below hereby constitutes and appoints Ronald A.
McDougall and Russell G. Owens, and each of them, each with  full
power  to  act  without the other, his or  her  true  and  lawful
attorneys-in-fact   and  agents,  each   with   full   power   of
substitution and resubstitution for him or her and in his or  her
name, place and stead, in any and all capacities, to sign any  or
all  amendments to this Registration Statement, and to  file  the
same  with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission,  granting
unto  each  of said attorneys-in-fact and agents full  power  and
authority  to  do  and  perform each  and  every  act  and  thing
requisite  and  necessary to be done in connection therewith,  as
fully to all intents and purposes as he or she might or could  do
in  person  hereby  ratifying and confirming that  each  of  said
attorneys-in-fact and agents or his substitutes may  lawfully  do
or cause to be done by virtue hereof.

     Pursuant   to  the  requirements  of  the  1933  Act,   this
registration  statement has been signed below  by  the  following
persons in the capacities and on December 29, 1999.

Signature                       Title


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


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


 /s/Norman E. Brinker
Norman E.  Brinker              Chairman of the Board


/s/Douglas H. Brooks
Douglas H. Brooks               Director


_________________________
Donald J. Carty                 Director


_________________________
Dan W. Cook, III                Director


_________________________
Marvin J. Girouard              Director


 /s/J.M. Haggar, Jr.
J.M. Haggar, Jr.                Director


___________________________
Frederick S. Humphries          Director


___________________________
Ronald Kirk                     Director


 /s/Jeffrey A. Marcus
Jeffrey A. Marcus               Director


 /s/James E. Oesterreicher
James E. Oesterreicher          Director


 /s/Roger T. Staubach
Roger T. Staubach               Director



                       INDEX TO EXHIBITS


      5        Opinion of Hallett & Perrin, P.C. (filed herewith).

     23(a)     Consent of KPMG LLP (filed herewith).

     23(b)     Consent of Hallett & Perrin, P.C. (included as part of
               Exhibit 5).

     24        Power of Attorney (see signature page of this
               Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 PLANS", "secsgml_size_bytes": 15279}]
{"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": "333-93755", "film-number": "99782646"}, "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 December
29, 1999

                                        Registration No. 333-

               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 issuer as specified in its charter)

           Delaware                            75-1914582
   (State of incorporation)         (I.R.S. employer identification no.)

       6820 LBJ Freeway
        Dallas, Texas                                    75240
(Address of principal executive office)                (Zip code)

                         Stock Option and Incentive Plan
       1999 Stock Option and Incentive Plan for Non-Employee Directors
                               and Consultants
                          (Full title of the plans)

                        Roger F. Thomson
          Executive Vice President and General Counsel
                  Brinker International, Inc.
                        6820 LBJ Freeway
                      Dallas, Texas  75240
                         (972) 980-9917

   (Name, address and telephone number, including area code,
                     of agent for service)

APPROXIMATE  DATE OF PROPOSED COMMENCEMENT OF SALES  PURSUANT  TO
THE PLANS:  Sales to the purchasers of securities proposed to  be
registered  hereunder  will occur from time  to  time  after  the
effective date of this Registration Statement.

                CALCULATION OF REGISTRATION FEE

   Title of        Amount to      Proposed        Proposed        Amount of
  Securities         be           Maximum         Maximum      Registration Fee*
     to be         Registered     Offering        Aggregate
  Registered                      Price Per       Offering
                                  Share           Price

Common Stock,     6,300,000(1)    $21.04         $132,552,000.00   $34,994.00
$0.10 par value

*  Estimated  solely for purposes of calculating the registration
fee, which has been computed in accordance with Rule 457(h).

(1)6,000,000 shares of Common Stock will be sold pursuant to  the
   Stock  Option and Incentive Plan and 300,000 shares of  Common
   Stock  will  be  sold pursuant to the 1999  Stock  Option  and
   Incentive Plan for Non-Employee Directors and Consultants.

Item 3.  Incorporation of Documents by Reference.

     The  documents  listed (i) through (iii)  below  are  hereby
incorporated by reference into this Registration Statement.   All
documents  subsequently  filed  by  the  registrant  pursuant  to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of  1934  (the  "1934 Act") prior to 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 herein and to  be
a part hereof from the date of filing of such documents.

     (i) The registrant's latest annual report filed pursuant  to
Section  13(a) or 15(d) of the 1934 Act or the latest  prospectus
filed  pursuant to Rule 424(b) under the Securities Act of  1933,
as amended,  (the "1933 Act"), which contains, either directly or
by incorporation by reference, certified financial statements for
the  registrant's  latest fiscal year for which  such  statements
have been filed.

     (ii)  All other reports filed pursuant to Section 13(a)  and
15(d) of the 1934 Act since the end of the fiscal year covered by
the annual reports or the prospectus referred to in (i) above.

     (iii)   The  description of the registrant's  Common  Stock,
$.10  par  value  ("Common Stock"), which  is  contained  in  the
Company's latest registration statement filed under the 1934 Act,
including  any  amendments or reports 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 Officers and Directors.

     Section  145 of the General Corporation Law of the State  of
Delaware provides generally and in pertinent part that a Delaware
corporation  may  indemnify its directors  and  officers  against
expenses,   judgments,  fines  and  amounts  paid  in  settlement
actually  and reasonably incurred by them in connection with  any
suit  or  proceeding, whether civil, criminal, administrative  or
investigative  (other than an action by or in the  right  of  the
corporation)  if, in connection with the matters in  issue,  they
acted  in good faith and in a manner they reasonably believed  to
be  in, or not opposed to, the best interests of the corporation,
and,  in connection with any criminal suit or proceeding,  if  in
connection  with  the matters in issue, they  had  no  reasonable
cause to believe their conduct was unlawful.  Section 145 further
provides that in connection with the defense or settlement of any
action  by  or  in  the  right  of the  corporation,  a  Delaware
corporation  may  indemnify its directors  and  officers  against
expenses  actually  and  reasonably  incurred  by  them  if,   in
connection  with the matters in issue, they acted in good  faith,
in a manner they reasonably believed to be in, or not opposed to,
the   best   interests  of  the  corporation,  except   that   no
indemnification shall be made in respect of any claim,  issue  or
matter  as  to which such person shall have been adjudged  to  be
liable to the corporation unless and only to the extent that  the
court  in  which such action or suit was brought shall  determine
upon application that, despite the adjudication of liability  but
in  view  of  all the circumstances of the case, such  person  is
fairly  and  reasonably entitled to indemnity for  such  expenses
which  the  court  shall  deem proper.   Section  145  permits  a
Delaware   corporation  to  grant  its  directors  and   officers
additional rights of indemnification through bylaw provisions and
otherwise  and to purchase indemnity insurance on behalf  of  its
directors and officers.

     Article   Ninth   of   the   registrant's   Certificate   of
Incorporation  provides that no director shall be liable  to  the
registrant 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
the  registrant 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 Delaware
General  Corporation Law or (iv) any transaction from which  such
director derived an improper personal benefit.

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

Item 7.  Exemption from Registration Claimed.

     Not applicable.

Item 8.  Exhibits.

      5       Opinion of Hallett & Perrin, P.C. (filed herewith).

     23(a)    Consent of KPMG LLP (filed herewith).

     23(b)    Consent  of  Hallett & Perrin,  P.C.  (included  as
              part of Exhibit 5).

     24       Power  of  Attorney  (see signature  page  of  this
              Registration Statement)

Item 9.  Undertakings.

     (1) The undersigned registrant hereby undertakes:

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

               (i)   Include any prospectus required  by  Section
          10(a)(3) of the 1933 Act.;

               (ii) Reflect in the prospectus any facts or events
          arising  after  the effective date of the  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;

               (iii)     Include any material information on  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 (i) and (ii) do not  apply  if  the
     information  required  to be included  in  a  post-effective
     amendment  by  those  paragraphs is  contained  in  periodic
     reports  filed by the registrant pursuant to Section  13  or
     Section  15(d)  of  the 1934 Act that  are  incorporated  by
     reference in this registration statement.

          (b)  That, for the purpose of determining any liability
     under  the  1933  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  the time shall be deemed to be  the  initial
     bona fide offering thereof; and

          (c)   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.

     (2)  The undersigned registrant hereby undertakes that,  for
purposes  of determining any liability under the 1933  Act,  each
filing   of   the   registrant's  annual   report   pursuant   to
Section  13(a)  or  Section 15(d) of the  1934  Act  (and,  where
applicable,  each  filing of an employee  benefit  plan's  annual
report  pursuant  to  Section 15(d) of  the  1934  Act)  that  is
incorporated by reference in the 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.

     (3)  Insofar  as  indemnification  for  liabilities  arising
under  the  1933 Act may be permitted to directors, officers  and
controlling persons of the registrant pursuant to the certificate
of  incorporation or bylaws of the registrant or  otherwise,  the
registrant has been advised that in the opinion of the Securities
and  Exchange  Commission such indemnification is against  public
policy  as expressed in the Act and is, therefore, unenforceable.
In  the  event  that  a  claim for indemnification  against  such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person  of
the  registrant 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,  the
registrant 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    whether    such
indemnification  by it is against public policy as  expressed  in
the  Act  and will be governed by the final adjudication of  such
issue.

                           SIGNATURES

     Pursuant   to  the  requirements  of  the  1933   Act,   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  and  the State of Texas, on the 29 day  of  December,
1999.

                              BRINKER INTERNATIONAL, INC.

                              By:   /s/Ronald A. McDougall
                                 Ronald A. McDougall
                                 Vice Chairman and Chief
                                 Executive Officer

                       POWER OF ATTORNEY

     KNOW  ALL MEN BY THESE PRESENTS, that each individual  whose
signature appears below hereby constitutes and appoints Ronald A.
McDougall and Russell G. Owens, and each of them, each with  full
power  to  act  without the other, his or  her  true  and  lawful
attorneys-in-fact   and  agents,  each   with   full   power   of
substitution and resubstitution for him or her and in his or  her
name, place and stead, in any and all capacities, to sign any  or
all  amendments to this Registration Statement, and to  file  the
same  with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission,  granting
unto  each  of said attorneys-in-fact and agents full  power  and
authority  to  do  and  perform each  and  every  act  and  thing
requisite  and  necessary to be done in connection therewith,  as
fully to all intents and purposes as he or she might or could  do
in  person  hereby  ratifying and confirming that  each  of  said
attorneys-in-fact and agents or his substitutes may  lawfully  do
or cause to be done by virtue hereof.

     Pursuant   to  the  requirements  of  the  1933  Act,   this
registration  statement has been signed below  by  the  following
persons in the capacities and on December 29, 1999.

Signature                       Title

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

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

 /s/Norman E. Brinker
Norman E.  Brinker              Chairman of the Board

/s/Douglas H. Brooks
Douglas H. Brooks               Director

_________________________
Donald J. Carty                 Director

_________________________
Dan W. Cook, III                Director

_________________________
Marvin J. Girouard              Director

 /s/J.M. Haggar, Jr.
J.M. Haggar, Jr.                Director

___________________________
Frederick S. Humphries          Director

___________________________
Ronald Kirk                     Director

 /s/Jeffrey A. Marcus
Jeffrey A. Marcus               Director

 /s/James E. Oesterreicher
James E. Oesterreicher          Director

 /s/Roger T. Staubach
Roger T. Staubach               Director

                       INDEX TO EXHIBITS

      5        Opinion of Hallett & Perrin, P.C. (filed herewith).

     23(a)     Consent of KPMG LLP (filed herewith).

     23(b)     Consent of Hallett & Perrin, P.C. (included as part of
               Exhibit 5).

     24        Power of Attorney (see signature page of this
               Registration Statement).