As filed with the Securities and Exchange Commission on April 3, 1996
                                                   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 number)

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

                       1983 Incentive Stock Option Plan
                        Non-Qualified Stock Option Plan
       1991 Stock Option Plan for Non-Employee Directors and Consultants
                       1992 Incentive Stock Option Plan
                           (Full title of the plans)

Roger F. Thomson
Brinker International, Inc.                     Bruce H. Hallett
Executive Vice President and General Counsel    Crouch & Hallett, L.L.P.
6820 LBJ Freeway                                717 N. Harwood St., Suite 1400
Dallas, Texas  75240                            Dallas, Texas   75201
214-980-9917                                    214-953-0053

        (Names, addresses and telephone numbers, including area codes,
                            of agents for service)
                                                     

      APPROXIMATE  DATE  OF PROPOSED  COMMENCEMENT  OF SALES  PURSUANT  TO THE
PLANS:    Sales to  the  optionees  of securities  proposed  to be  registered
hereunder  will occur from time to time after the effective date of this post-
effective amendment to the Registration Statement.
                                                     
<TABLE>

                                    CALCULATION OF REGISTRATION FEE
<CAPTION>
  Title of Each                       Proposed Maximum    Proposed Maximum      Amount of
Class of Securities    Amount Being    Offering Price        Aggregate         Registration
 Being Registered       Registered     Per Share          Offering Price         Fee    

<S>                     <C>              <C>             <C>                 <C>

Common Stock,           8,000,000        $ 16.07(1)      $128,560,000(1)     $44,332.00
$0.10 par value          shares
                                                                 

      (1)   The proposed maximum offering price of such shares is estimated solely for the purposes of
            calculating the registration  fee in accordance with Rule 457, based on the average of the
            high and low prices of the registrant's common stock on March 28, 1996 as reported on  the
            New York Stock Exchange.
</TABLE>

      The  contents  of  the registration  statement  on  Form  S-8 (File  No.
      33-61594) previously filed  by the registrant  relating to the  employee
      benefit plans to which this registration relates are hereby incorporated
      herein by reference. 

                                  SIGNATURES


      Pursuant to the requirements  of the Securities Act of 1933, as amended,
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 3rd day of April, 1996.

                              BRINKER INTERNATIONAL, INC.


                        By: /Debra L. Smithart                                
                           Debra L. Smithart, Executive Vice President
                           and Chief Financial Officer

      Pursuant to the requirements of the  Securities Act of 1933, as amended,
this registration statement has been signed below  by the following persons in
the capacities and on April 3, 1996.

Signature                           Title



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


/Debra L. Smithart                  Executive Vice President, Chief
Debra L. Smithart                   Financial Officer and Director (Principal
                                    Financial and Accounting Officer)


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


/F. Lane Cardwell, Jr.              Director
F. Lane Cardwell, Jr.


/Creed L. Ford, III                 Director
Creed L. Ford, III


/Gerard V. Centioli                 Director
Gerard V. Centioli

                                    Director
Jack W. Evans, Sr.

                                    Director
Rae F. Evans

                                    Director
J. M. Haggar, Jr.

                                    Director
J. Ira Harris

                                    Director
Frederick S. Humphries

                                    Director
James E. Oesterreicher


/Roger T. Staubach                  Director
Roger T. Staubach
 </PAGE>
<PAGE>
                               INDEX TO EXHIBITS

 4(a)       1983 Incentive Stock Option Plan and related forms of stock option
            agreements (filed as Exhibit 10(a)  to registrant's Report on Form
            10-K for the  year ended June 30, 1990 and  incorporated herein by
            reference).

 4(b)       Non-Qualified  Stock  Option  Plan   (filed  as  Exhibit 10(p)  to
            registrant's Registration Statement  on Form S-1 (No. 2-99374) and
            incorporated herein by reference).

 4(c)       Form   of   Non-Qualified  Stock   Option   Agreement   (filed  as
            Exhibit 10(q)  to registrant's Registration  Statement on Form S-1
            (No. 2-99374) and incorporated herein by reference).

 4(d)       1991 Stock Option Plan  for Non-Employee Directors and Consultants
            (filed as Exhibit 10(b)  to registrant's Report  on Form 10-K  for
            the  year  ended  June   28,  1995  and  incorporated  herein   by
            reference).

 4(e)       Form  of Description of Stock Option Grant under 1991 Stock Option
            Plan for Non-Employee Directors and Consultants (filed herewith).

 4(f)       1992  Incentive Stock Option Plan  (filed as Exhibit  10(c) to the
            registrant's  Report on Form 10-K for year ended June 28, 1995 and
            incorporated herein by reference).

 4(g)       Form of  Description of  Stock Option  Grant under  1992 Incentive
            Stock Option Plan (filed herewith).

 5          Opinion of Crouch & Hallett, L.L.P. (filed herewith).

23(a)       Consent of KPMG Peat Marwick LLP (filed herewith)

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

<\PAGE>
<PAGE>
                                 EXHIBIT 4(e)

                          BRINKER INTERNATIONAL, INC.

                    DESCRIPTION OF      STOCK OPTION GRANT
                          FOR NON-EMPLOYEE DIRECTORS


      1.    Time of Exercise.  Except  only as specifically provided elsewhere

in this Description (herein so called) of the      Stock Option Grant for Non-

Employee Directors of Brinker International, Inc., a Delaware corporation (the

"Company"), this  option  described herein  and evidenced  by an  accompanying

Option  Certificate  (herein  so  called)  is  exercisable  in  the  following

cumulative installments:

      (a)   Up  to one-third of the total optioned shares at any time on
            and after                , if  the Option Holder is still  a
            director on such date;

      (b)   Up to  an additional one-third of the  total optioned shares
            at any time on and after              , if the Option Holder
            is still a director on such date; and

      (c)   Up  to an additional one-third of  the total optioned shares
            at any time on and after              , if the Option Holder
            is still a director on such date.

If an installment covers a fractional  share, such installment will be rounded

off to the next highest share, except the final installment, which will be for

the balance of the total  optioned shares.  In the event the Option Holder (as

defined  in the  Option Certificate)  ceases to  be a  director, for  whatever

cause,  the option  will be  exercisable only  to the  extent that  the Option

Holder  could have exercised it on  the date the Option Holder  ceased to be a

director or as  otherwise provided  in Section 6 below.   Notwithstanding  the

foregoing, if a  director retires from the Board of  Directors after serving a

four-year term, any  stock options  vesting within ninety  (90) days from  the

date of retirement may be exercised by the retiring director as of the date of

vesting.  No  part of the option may be exercised  after the expiration of the

term of this option as set forth in Section 4 below.

      2.    Exercise of Option.  The exercise of this option shall entitle the

Option  Holder to  purchase shares  of common  stock, $.10  par value,  of the

Company (the "Common Stock").

      3.    Subject to  Plan.  This option and  the grant and exercise thereof

are subject to the terms and conditions of the 1991 Stock Option Plan for Non-

Employee Directors and  Consultants (the "Plan"), which is incorporated herein

by reference and made  a part hereof, but the  terms of the Plan shall  not be

considered  an enlargement  of  any  benefits  under  this  Description.    In

addition,  this option  is subject  to any  rules and  regulations promulgated

pursuant to the Plan, now or hereafter in effect.

      4.    Term.   This option and all rights hereunder with respect thereto,

to the  extent such  rights shall  not have  been previously exercised,  shall

terminate at the first of the following:

      (a)   5:00 p.m. on              ; or

      (b)   5:00  p.m. on  the date  the Option  Holder ceases  to be  a
            director of the Company and its subsidiaries for reasons  of
            dishonesty,  whether in  the course  of his  directorship or
            otherwise, or for  assisting a competitor of  the Company or
            its subsidiaries without permission, or for interfering with
            the  Company's  relationship with  a  customer,  or for  any
            similar  action or  willful breach  of  duty to  the Company
            (hereinafter collectively referred to as "disloyalty").

      5.    Who  May Exercise.  During the lifetime of the Option Holder, this

option may be exercised only  by the Option Holder.  If the Option Holder dies

or  becomes disabled [within the  meaning of Section 22(e)(3)  of the Internal

Revenue Code of 1986, as  amended] prior to the termination date  specified in

Section 6 hereof without  having exercised the option as to  all of the shares

covered  thereby, the  option may  be exercised  in accordance  with Section 6

hereof by (i) the Option Holder's estate or a person who acquired the right to

exercise the option by bequest or inheritance or by reason of the death of the

Option Holder  in the event of  the Option Holder's death,  or (ii) the Option

Holder or  his personal  representative in  the event  of the Option  Holder's

disability, subject  to  the other  terms of  this Description,  the Plan  and

applicable laws, rules and regulations.  For purposes of this Description, the

Company shall determine the date of disability of the Option Holder.

      6.    Cessation  of Service  of  Option Holder  on  Board of  Directors.

Notwithstanding the provisions of Section 1 hereof, in the event of death or a

permanent  disability of  an Option  Holder who  serves as  a Director  of the

Company  on the  date of  grant of  the Option, the  unvested portion  of this

Option shall become immediately vested and such Option may be exercised at any

time prior to the first to occur of:

      (a)                          ; or

      (b)   that  date determined by the  Executive Committee of  the Board of
            Directors of the Company.

      7.    Restrictions  on   Exercise.     The  option  evidenced   by  this

Description:

      (a)   may be exercised  only with  respect to full  shares and  no
            fractional share of stock shall be issued; and

      (b)   may  not be  exercised in whole  or in  part and  no cash or
            certificates  representing  shares  subject to  such  option
            shall  be delivered, if any requisite approval or consent of
            any  government authority  of  any kind  having jurisdiction
            over the exercise of options shall not have been secured.

      8.    Manner of Exercise.  Subject to such administrative regulations as

the Board of  Directors (or any authorized  committee thereof) of the  Company

may from time to time adopt, the Option Holder or  beneficiary shall, in order

to exercise this option,  give written notice to the Company  of the number of

shares being purchased and the purchase price to  be paid therefor accompanied

by the following:

      (a)   full payment in United States dollars of the option price in
            the form of  cash or  check for  the shares  of stock  being
            purchased; and

      (b)   such  documents  as  the  Company in  its  discretion  deems
            necessary to (i) evidence the exercise, in whole or in part,
            of the option evidenced by this Description,  (ii) determine
            whether registration  is then required under  the Securities
            Act  of  1933, or  any  other law,  as  then in  effect, and
            (iii) comply  with  or  satisfy  the   requirements  of  the
            Securities Act of 1933, or any other law, as then in effect.

      In addition, the Option Holder shall tender payment of the amount as may

be  requested  pursuant to  Section 14  by  the  Company for  the  purpose  of

satisfying its liability to  withhold federal, state, or local income or other

taxes incurred by reason of the exercise of this option.

      9.    Non-Assignability.  This option  is not assignable or transferable

by  the  Option  Holder  except  by  will  or  by  the  laws  of  descent  and

distribution.

    10.     Rights of Stockholder.  The Option Holder will have no rights as a

stockholder  with respect  to  any shares  covered by  this  option until  the

issuance of a certificate or certificates to the Option Holder for the shares.

Except as otherwise provided in Section 10 hereof, no adjustment shall be made

for dividends  or  other rights  for which  the record  date is  prior to  the

issuance of such certificate or certificates.

    11.     Capital Adjustments.  The number of shares of Common Stock covered

by this  option,  and the  option  price thereof,  shall  be subject  to  such

adjustment as the Board of Directors (or any authorized committee thereof)  of

the  Company deems  appropriate to  reflect any  stock dividend,  stock split,

share    combination,   exchange   of    shares,   recapitalization,   merger,

consolidation, separation, reorganization, liquidation  or the like, of or  by

the Company.

    12.     Law  Governing.  This Description  is intended to  be performed in

the State of Texas and  shall be construed and enforced in accordance with and

governed by the laws of such State.

    13.     Date of Grant.  The date of grant of this option is              .

    14.     Withholding.   It shall  be a condition  to the obligation  of the

Company to issue or transfer shares of stock upon exercise of this option that

the Option Holder pay  to the Company, upon its demand, such  amount as may be

requested  by  the Company  for the  purpose  of satisfying  its  liability to

withhold federal, state, or local income or other taxes incurred  by reason of

the exercise of this option.  If the amount requested is not paid, the Company

may refuse to issue or transfer shares of stock upon exercise of this option.

    15.     Change  of  Control.    All  options  granted  pursuant  to   this

Description  shall become fully vested and exercisable  at the election of the

Option Holder at  any time prior  to the date  set forth in Section 4  hereof,

upon a material  change in  control of the  Company.  For  purposes hereof,  a

"material change  in control of the  Company" shall be deemed  to include, but

not be  limited to, the dissolution or liquidation of the Company, a merger of

the Company into  another corporation,  partnership, trust  or other  business

entity (other than  a merger into a subsidiary or parent  of the Company, or a

merger, the primary purpose  of which is reincorporation), the  acquisition of

the Company  by another  corporation,  partnership, trust,  or other  business

entity, the sale or  conveyance of all or substantially  all of the assets  of

the Company, the  acquisition of the majority of the  voting securities of the

Company by any person or entity or group of affiliated persons or entities, or

any other event as determined by the Committee.

<\PAGE>
<PAGE>
                                 EXHIBIT 4(g)
                          BRINKER INTERNATIONAL, INC.
               DESCRIPTION OF      INCENTIVE STOCK OPTION GRANT



      1.    Time of Exercise.  Except only as specifically provided  elsewhere

in  this Description (herein  so called) of  the        Incentive Stock Option

Grant  of Brinker International, Inc. a  Delaware corporation (the "Company"),

the   option  described  herein  and   evidenced  by  an  accompanying  Option

Certificate (herein  so  called) is  exercisable in  the following  cumulative

installments:

      (a)   Up to one-half of the  total optioned shares at any time  on
            and after             ; and

      (b)   Up to an additional one-half of the total optioned shares at
            any time on and after              .

If an installment covers a fractional share, such installment will be  rounded

off to the next highest share, except the final installment, which will be for

the  balance of the total optioned shares.  In the event the Option Holder (as

defined in the Option Certificate) ceases to be an employee of the Company for

any reason, the option will  be exercisable only to the extent that the Option

Holder could  have exercised  it on  the date  of  his or  her termination  of

employment or as otherwise provided in Section 6 below.  No part of the option

may be exercised after the expiration of the term of this option as  set forth

in Section 4 below.

      2.    Exercise of Option.  The exercise of this option shall entitle the

Option  Holder to  purchase shares  of common  stock, $.10  par value,  of the

Company (the "Common Stock").  If  requested by the Option Holder and approved

by the Board of Directors of the Company or any  authorized committee thereof,

the Option  Holder may exercise this option or any portion hereof by tendering

shares  of Common Stock, in  lieu of cash payment for  the option shares being

purchased, with the  number of shares  tendered to be  determined by the  fair

market  value  per share  of the  Common  Stock on  the  date of  exercise, as

determined by the Company.

      3.    Subject to Plan.   This option and the grant  and exercise thereof

are subject to  the terms and  conditions of the  Brinker International,  Inc.

1992 Incentive Stock Option Plan (the "Plan"), which is incorporated herein by

reference  and made  a part  hereof, but the  terms of  the Plan  shall not be

considered  an enlargement  of  any  benefits  under  this  Description.    In

addition,  this option  is subject  to any  rules and  regulations promulgated

pursuant to the Plan, now or hereafter in effect.

      4.    Term.   This option and all rights hereunder with respect thereto,

to the  extent such  rights shall  not have  been previously exercised,  shall

terminate at the first of the following:

      (a)   5:00 p.m. on               ; or

      (b)   Immediately and without notice to  the Option Holder in  the
            event  the  Option  Holder   shall  (i) commit  any  act  of
            malfeasance or  wrongdoing  affecting  the  Company  or  any
            subsidiary   thereof,    (ii) breach   any   Confidentiality
            Agreement   or   similar   agreement   pertaining   to   the
            confidentiality    and    nondisclosure    of    proprietary
            information, including but not  limited to trade secrets, of
            the Company  or any  subsidiary thereof, or  (iii) engage in
            conduct that would warrant the Option Holder's discharge for
            cause  as  hereinafter  defined.     For  purposes  of  this
            Description a "discharge  for cause" shall mean  termination
            of the  Option Holder  as an  employee of  the Company  or a
            subsidiary thereof limited  to one or more  of the following
            reasons:

            (1)   An   act   of    fraud,   misappropriation    or
                  embezzlement  by the Option Holder in connection
                  with  the  Company or  a  subsidiary  thereof as
                  determined by the affirmative vote of at least a
                  majority of the Board of Directors  or Executive
                  Committee thereof;

            (2)   Gross  mismanagement or  gross  neglect  of  the
                  Option Holder's  duties  to  the  Company  or  a
                  subsidiary   thereof   as   determined  by   the
                  affirmative vote  of at least a  majority of the
                  Board  of  Directors   or  Executive   Committee
                  thereof; or

            (3)   Conviction by a  court of competent jurisdiction
                  of a felony.

      (c)   5:00  p.m. on the date  three (3) months  following the date
            the  Option  Holder's employment  with  the  Company or  its
            subsidiaries terminates for a  reason other than pursuant to
            Section 4(b), 6(a) or 6(b) hereof.

      5.    Who May  Exercise.  During the lifetime of the Option Holder, this

option may be exercised only  by the Option Holder.  If the Option Holder dies

or  becomes disabled [within the  meaning of Section 22(e)(3)  of the Internal

Revenue  Code]  prior to  the  termination date  specified  in Section 6(b)(i)

hereof  without having exercised  the option as  to all of  the shares covered

thereby, the option may  be exercised, in accordance with  Section 6(b) hereof

by  (i) the  Option Holder's  estate or  a person  who  acquired the  right to

exercise the option by bequest or inheritance or by reason of the death of the

Option Holder  in the event of  the Option Holder's death,  or (ii) the Option

Holder  or  his or  her personal  representative in  the  event of  the Option

Holder's disability, subject to the other terms of this  Description, the Plan

and applicable laws, rules and regulations.  For purposes of this Description,

the Company shall determine the date of disability of the Option Holder.

      6.    Cessation of  Employment of Option Holder.   (a) Notwith- standing

the  provisions  of  Section 1  hereof,  at such  time  as  the  Option Holder

(i) reaches age fifty-five (55)  and shall  have completed at  least ten  (10)

consecutive years  of service with  the Company,  (ii) reaches age  sixty-five

(65), or (iii) has completed twenty (20) consecutive years of service with the

Company, the unvested portion  of this option shall become  immediately vested

at the time that the Option Holder ceases to be an employee of the Company and

such option may be exercised at any time prior to the first to occur of:

      (A)   5:00 p.m. on              ; or

      (B)   the expiration  of thirty-six (36) months  after such Option
            Holder ceases to be an employee of the Company.

      (b)  Notwithstanding the provisions of Section 1 hereof, in the event of

death or  permanent disability of  an Option Holder,  the unvested portion  of

this option shall  become immediately vested and such option  may be exercised

at any time prior to the first to occur of:

      (i)                    ; or

      (ii)  the expiration  of thirty-six (36)  months from the  date of
            death or permanent disability of such Option Holder.

      7.    Restrictions on Exercise.  This option:

      (a)   May be exercised  only with  respect to full  shares and  no
            fractional share of stock shall be issued;

      (b)   May  not be  exercised in whole  or in  part and  no cash or
            certificates  representing  shares  subject to  such  option
            shall be delivered, if any  requisite approval or consent of
            any government  authority of  any  kind having  jurisdiction
            over the  exercise of options  shall not have  been secured;
            and

      (c)   May  be exercised  only if  at all  times during  the period
            beginning  with the date of  the granting of  the option and
            ending on the  date three (3)  months prior  to the date  of
            exercise  the Option  Holder was  an employee of  either the
            Company or  a subsidiary  of the  Company; provided,  if the
            Option  Holder's  continuous  employment  is  terminated  by
            (i) an act  of  malfeasance, breach  of any  Confidentiality
            Agreement or pursuant  to a discharge for cause,  the option
            will terminate as provided in Section 4(b), (ii) disability,
            the option may be exercised in accordance with Section 5, or
            (iii) death, the option may  be exercised in accordance with
            Section 5, or (iv) ceasing to be an employee of the  Company
            after satisfying  the provisions of Section 6(a), the option
            may be exercised in accordance with Section 6(a).

      8.    Manner of Exercise.  Subject to such administrative regulations as

the Board of Directors  (or any authorized committee  thereof) of the  Company

may from time to  time adopt, the Option Holder or beneficiary shall, in order

to exercise this option:

      (a)   Give written notice to the Company of the exercise price and
            the number of shares  which he will purchase and  furnish an
            undertaking to make payment of such exercise price in United
            States dollars before issuance of such shares; or

      (b)   Give written notice to the Company of the exercise price and
            the  number of  shares for which  he is  requesting approval
            from the Company to  tender other shares of Common  Stock in
            exchange for option shares.

      Any  notice  shall include  an undertaking  to  furnish or  execute such

documents  as  the  Company in  its  discretion  shall  deem necessary  (i) to

evidence such exercise,  in whole or in  part, of the option evidenced  by the

Option Certificate,  (ii) to determine  whether registration is  then required

under  the Securities Act  of 1933, or any  other law, as  then in effect, and

(iii) to  comply with  or satisfy  the requirements of  the Securities  Act of

1933, or any other law, as then in effect.

      In  addition, if an exercise under Paragraph (b) above is requested, the

notice  shall include  an undertaking  to tender  to the  Company (i) promptly

after  receipt of denial  by the  Company of  the paragraph  (b) request, full

payment  in United States dollars of the  option exercise price for the shares

being purchased hereunder, or  (ii) promptly after receipt of approval  by the

Company of  exercise of this  option or portion  thereof by payment  of Common

Stock, full payment in Common Stock in exchange for the shares being purchased

hereunder.

      The  Company shall advise the  Option Holder or  beneficiary in writing,

within ten  (10) business  days after  the first  Board  of Directors  meeting

following the date of  exercise, whether the Company approves the  exchange of

Common Stock for option stock being  purchased.  The Company must receive full

payment in United States dollars or the appropriate number of shares of Common

Stock,  whichever  applies,  of the  option  exercise  price  within five  (5)

business days  after the  date of  the  Company's notice,  unless the  Company

extends the time of payment.

     9.     Non-Assignability.  This option  is not assignable or transferable

by  the  Option  Holder  except  by  will  or  by  the  laws  of  descent  and

distribution.   Any attempted assignment, transfer,  pledge, hypothecation, or

other disposition of  the option contrary  to the provisions  hereof, and  the

levy of any execution, attachment, or similar process upon the option shall be

null and void and without effect and shall terminate the option.

      10.   Rights of Stockholder.  The Option Holder will have no rights as a

stockholder  with  respect to  any shares  covered  by this  option  until the

issuance of a certificate or certificates to the Option Holder for the shares.

Except as otherwise provided in Section 11 hereof, no adjustment shall be made

for dividends  or other  rights for  which the  record date  is  prior to  the

issuance of such certificate or certificates.

      11.   Capital Adjustments.  The number of shares of Common Stock covered

by  this  option, and  the  option price  thereof,  shall be  subject  to such

adjustment as the Board of Directors  (or any authorized committee thereof) of

the  Company deems  appropriate to  reflect any  stock dividend,  stock split,

share   combination,   exchange    of   shares,   recapitalization,    merger,

consolidation, separation, reorganization,  liquidation or the like, of  or by

the Company.

      12.   Law  Governing.  This Description  is intended to  be performed in

the State of Texas and shall be construed and enforced in accordance with  and

governed by the laws of such State.

      13.   Date of Grant.  The date of grant of this option is              .

      14.   Change of Control.

      (a)   Notwithstanding the  provisions of  Section 1 hereof,  all options
            granted pursuant to this Description shall become fully vested and
            exercisable at the election of the Option Holder at any time prior
            to the date set forth in Section 4  hereof, upon a material change
            in  control  of the  Company.   For  purposes hereof,  a "material
            change in control of the Company" shall be deemed to include,  but
            not  be limited to, the dissolution or liquidation of the Company,
            a  merger of  the Company  into another  corporation, partnership,
            trust  or  other  business entity  (other  than  a  merger into  a
            subsidiary  or parent  of the  Company, or  a merger,  the primary
            purpose  of  which is  reincorporation),  the  acquisition of  the
            Company  by  another  corporation,  partnership, trust,  or  other
            business entity,  the sale or  conveyance of all  or substantially
            all of the assets of the  Company, the acquisition of the majority
            of the voting securities of the Company by any person or entity or
            group of affiliated  persons or  entities, or any  other event  as
            determined by the Committee.

      15.   Effect of  Option Upon  Employment.   Nothing in this  Description

shall be construed  as constituting  a commitment,  guarantee, arrangement  or

understanding of any kind or nature that the Company or any subsidiary thereof

will  continue to  employ,  retain,  or designate  the  Option  Holder in  any

capacity; nor  shall this  Description  affect in  any way  the  right of  the

Company or  any subsidiary thereof  to terminate the  employment, association,

designation, or  official capacity, if any,  of the Option Holder  at any time

with or  without cause, subject  to the provisions  of any written  employment

agreement between the Company or any subsidiary thereof and the Option Holder.

      16.   Withholding.   It shall be  a condition to  the obligation  of the

Company to issue or transfer shares of stock upon exercise of this option that

the Option Holder  pay to the Company, upon its demand,  such amount as may be

requested  by  the Company  for  the purpose  of  satisfying its  liability to

withhold  federal, state or local income or  other taxes incurred by reason of

the exercise of this option.  If the amount requested is not paid, the Company

may refuse to issue or transfer shares of stock upon exercise of this option.

<\PAGE>
<PAGE>
                                   EXHIBIT 5




                                 April 3, 1996



Brinker International, Inc.
6820 LBJ Freeway
Dallas, Texas   75240

Gentlemen:

      We  have served as counsel  for Brinker International,  Inc., a Delaware
corporation (the  "Company"), in connection with the Registration Statement on
Form S-8 covering the sale  of a maximum of 8,000,000 shares (the "Shares") of
Common  Stock, $.10 par  value, of the Company.   The Shares  are to be issued
upon the exercise  of options granted under certain stock  option plans of the
Company described in the Registration Statement.

      We have examined  such documents and questions of law  as we have deemed
necessary to render the opinion expressed below.  Based upon the foregoing, we
are of the opinion  that the Shares, when  issued and delivered, will be  duly
and validly issued, fully paid and non-assessable.

      We consent to the  use of this opinion as Exhibit  5 to the Registration
Statement.

                                    Very truly yours,


                                    /Crouch & Hallett

                                    Crouch & Hallett

<\PAGE>
<PAGE>

                                 EXHIBIT 23(a)



                         INDEPENDENT AUDITOR'S CONSENT


The Board of Directors
Brinker International, Inc.


We consent to the use of our report incorporated herein by reference.




                                    /KPMG Peat Marwick LLP

                                    KPMG Peat Marwick LLP


Dallas, Texas
April 2, 1996
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 PLANS", "secsgml_size_bytes": 34811}]
{"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": "333-02201", "film-number": "96544085"}, "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 April 3, 1996
                                                   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 number)

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

                       1983 Incentive Stock Option Plan
                        Non-Qualified Stock Option Plan
       1991 Stock Option Plan for Non-Employee Directors and Consultants
                       1992 Incentive Stock Option Plan
                           (Full title of the plans)

Roger F. Thomson
Brinker International, Inc.                     Bruce H. Hallett
Executive Vice President and General Counsel    Crouch & Hallett, L.L.P.
6820 LBJ Freeway                                717 N. Harwood St., Suite 1400
Dallas, Texas  75240                            Dallas, Texas   75201
214-980-9917                                    214-953-0053

        (Names, addresses and telephone numbers, including area codes,
                            of agents for service)
                                                     

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

                                    CALCULATION OF REGISTRATION FEE
Title of Each                       Proposed Maximum    Proposed Maximum      Amount of
Class of Securities    Amount Being    Offering Price        Aggregate         Registration
 Being Registered       Registered     Per Share          Offering Price         Fee
Common Stock,           8,000,000        $ 16.07(1)      $128,560,000(1)     $44,332.00
$0.10 par value          shares
                                                                 

      (1)   The proposed maximum offering price of such shares is estimated solely for the purposes of
            calculating the registration  fee in accordance with Rule 457, based on the average of the
            high and low prices of the registrant's common stock on March 28, 1996 as reported on  the
            New York Stock Exchange.
The  contents  of  the registration  statement  on  Form  S-8 (File  No.
      33-61594) previously filed  by the registrant  relating to the  employee
      benefit plans to which this registration relates are hereby incorporated
      herein by reference. 

                                  SIGNATURES

      Pursuant to the requirements  of the Securities Act of 1933, as amended,
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 3rd day of April, 1996.

                              BRINKER INTERNATIONAL, INC.

                        By: /Debra L. Smithart                                
                           Debra L. Smithart, Executive Vice President
                           and Chief Financial Officer

      Pursuant to the requirements of the  Securities Act of 1933, as amended,
this registration statement has been signed below  by the following persons in
the capacities and on April 3, 1996.

Signature                           Title

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

/Debra L. Smithart                  Executive Vice President, Chief
Debra L. Smithart                   Financial Officer and Director (Principal
                                    Financial and Accounting Officer)

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

/F. Lane Cardwell, Jr.              Director
F. Lane Cardwell, Jr.

/Creed L. Ford, III                 Director
Creed L. Ford, III

/Gerard V. Centioli                 Director
Gerard V. Centioli

                                    Director
Jack W. Evans, Sr.

                                    Director
Rae F. Evans

                                    Director
J. M. Haggar, Jr.

                                    Director
J. Ira Harris

                                    Director
Frederick S. Humphries

                                    Director
James E. Oesterreicher

/Roger T. Staubach                  Director
Roger T. Staubach
INDEX TO EXHIBITS

 4(a)       1983 Incentive Stock Option Plan and related forms of stock option
            agreements (filed as Exhibit 10(a)  to registrant's Report on Form
            10-K for the  year ended June 30, 1990 and  incorporated herein by
            reference).

 4(b)       Non-Qualified  Stock  Option  Plan   (filed  as  Exhibit 10(p)  to
            registrant's Registration Statement  on Form S-1 (No. 2-99374) and
            incorporated herein by reference).

 4(c)       Form   of   Non-Qualified  Stock   Option   Agreement   (filed  as
            Exhibit 10(q)  to registrant's Registration  Statement on Form S-1
            (No. 2-99374) and incorporated herein by reference).

 4(d)       1991 Stock Option Plan  for Non-Employee Directors and Consultants
            (filed as Exhibit 10(b)  to registrant's Report  on Form 10-K  for
            the  year  ended  June   28,  1995  and  incorporated  herein   by
            reference).

 4(e)       Form  of Description of Stock Option Grant under 1991 Stock Option
            Plan for Non-Employee Directors and Consultants (filed herewith).

 4(f)       1992  Incentive Stock Option Plan  (filed as Exhibit  10(c) to the
            registrant's  Report on Form 10-K for year ended June 28, 1995 and
            incorporated herein by reference).

 4(g)       Form of  Description of  Stock Option  Grant under  1992 Incentive
            Stock Option Plan (filed herewith).

 5          Opinion of Crouch & Hallett, L.L.P. (filed herewith).

23(a)       Consent of KPMG Peat Marwick LLP (filed herewith)

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

<\PAGE>
EXHIBIT 4(e)

                          BRINKER INTERNATIONAL, INC.

                    DESCRIPTION OF      STOCK OPTION GRANT
                          FOR NON-EMPLOYEE DIRECTORS

      1.    Time of Exercise.  Except  only as specifically provided elsewhere

in this Description (herein so called) of the      Stock Option Grant for Non-

Employee Directors of Brinker International, Inc., a Delaware corporation (the

"Company"), this  option  described herein  and evidenced  by an  accompanying

Option  Certificate  (herein  so  called)  is  exercisable  in  the  following

cumulative installments:

      (a)   Up  to one-third of the total optioned shares at any time on
            and after                , if  the Option Holder is still  a
            director on such date;

      (b)   Up to  an additional one-third of the  total optioned shares
            at any time on and after              , if the Option Holder
            is still a director on such date; and

      (c)   Up  to an additional one-third of  the total optioned shares
            at any time on and after              , if the Option Holder
            is still a director on such date.

If an installment covers a fractional  share, such installment will be rounded

off to the next highest share, except the final installment, which will be for

the balance of the total  optioned shares.  In the event the Option Holder (as

defined  in the  Option Certificate)  ceases to  be a  director, for  whatever

cause,  the option  will be  exercisable only  to the  extent that  the Option

Holder  could have exercised it on  the date the Option Holder  ceased to be a

director or as  otherwise provided  in Section 6 below.   Notwithstanding  the

foregoing, if a  director retires from the Board of  Directors after serving a

four-year term, any  stock options  vesting within ninety  (90) days from  the

date of retirement may be exercised by the retiring director as of the date of

vesting.  No  part of the option may be exercised  after the expiration of the

term of this option as set forth in Section 4 below.

      2.    Exercise of Option.  The exercise of this option shall entitle the

Option  Holder to  purchase shares  of common  stock, $.10  par value,  of the

Company (the "Common Stock").

      3.    Subject to  Plan.  This option and  the grant and exercise thereof

are subject to the terms and conditions of the 1991 Stock Option Plan for Non-

Employee Directors and  Consultants (the "Plan"), which is incorporated herein

by reference and made  a part hereof, but the  terms of the Plan shall  not be

considered  an enlargement  of  any  benefits  under  this  Description.    In

addition,  this option  is subject  to any  rules and  regulations promulgated

pursuant to the Plan, now or hereafter in effect.

      4.    Term.   This option and all rights hereunder with respect thereto,

to the  extent such  rights shall  not have  been previously exercised,  shall

terminate at the first of the following:

      (a)   5:00 p.m. on              ; or

      (b)   5:00  p.m. on  the date  the Option  Holder ceases  to be  a
            director of the Company and its subsidiaries for reasons  of
            dishonesty,  whether in  the course  of his  directorship or
            otherwise, or for  assisting a competitor of  the Company or
            its subsidiaries without permission, or for interfering with
            the  Company's  relationship with  a  customer,  or for  any
            similar  action or  willful breach  of  duty to  the Company
            (hereinafter collectively referred to as "disloyalty").

      5.    Who  May Exercise.  During the lifetime of the Option Holder, this

option may be exercised only  by the Option Holder.  If the Option Holder dies

or  becomes disabled [within the  meaning of Section 22(e)(3)  of the Internal

Revenue Code of 1986, as  amended] prior to the termination date  specified in

Section 6 hereof without  having exercised the option as to  all of the shares

covered  thereby, the  option may  be exercised  in accordance  with Section 6

hereof by (i) the Option Holder's estate or a person who acquired the right to

exercise the option by bequest or inheritance or by reason of the death of the

Option Holder  in the event of  the Option Holder's death,  or (ii) the Option

Holder or  his personal  representative in  the event  of the Option  Holder's

disability, subject  to  the other  terms of  this Description,  the Plan  and

applicable laws, rules and regulations.  For purposes of this Description, the

Company shall determine the date of disability of the Option Holder.

      6.    Cessation  of Service  of  Option Holder  on  Board of  Directors.

Notwithstanding the provisions of Section 1 hereof, in the event of death or a

permanent  disability of  an Option  Holder who  serves as  a Director  of the

Company  on the  date of  grant of  the Option, the  unvested portion  of this

Option shall become immediately vested and such Option may be exercised at any

time prior to the first to occur of:

      (a)                          ; or

      (b)   that  date determined by the  Executive Committee of  the Board of
            Directors of the Company.

      7.    Restrictions  on   Exercise.     The  option  evidenced   by  this

Description:

      (a)   may be exercised  only with  respect to full  shares and  no
            fractional share of stock shall be issued; and

      (b)   may  not be  exercised in whole  or in  part and  no cash or
            certificates  representing  shares  subject to  such  option
            shall  be delivered, if any requisite approval or consent of
            any  government authority  of  any kind  having jurisdiction
            over the exercise of options shall not have been secured.

      8.    Manner of Exercise.  Subject to such administrative regulations as

the Board of  Directors (or any authorized  committee thereof) of the  Company

may from time to time adopt, the Option Holder or  beneficiary shall, in order

to exercise this option,  give written notice to the Company  of the number of

shares being purchased and the purchase price to  be paid therefor accompanied

by the following:

      (a)   full payment in United States dollars of the option price in
            the form of  cash or  check for  the shares  of stock  being
            purchased; and

      (b)   such  documents  as  the  Company in  its  discretion  deems
            necessary to (i) evidence the exercise, in whole or in part,
            of the option evidenced by this Description,  (ii) determine
            whether registration  is then required under  the Securities
            Act  of  1933, or  any  other law,  as  then in  effect, and
            (iii) comply  with  or  satisfy  the   requirements  of  the
            Securities Act of 1933, or any other law, as then in effect.

      In addition, the Option Holder shall tender payment of the amount as may

be  requested  pursuant to  Section 14  by  the  Company for  the  purpose  of

satisfying its liability to  withhold federal, state, or local income or other

taxes incurred by reason of the exercise of this option.

      9.    Non-Assignability.  This option  is not assignable or transferable

by  the  Option  Holder  except  by  will  or  by  the  laws  of  descent  and

distribution.

    10.     Rights of Stockholder.  The Option Holder will have no rights as a

stockholder  with respect  to  any shares  covered by  this  option until  the

issuance of a certificate or certificates to the Option Holder for the shares.

Except as otherwise provided in Section 10 hereof, no adjustment shall be made

for dividends  or  other rights  for which  the record  date is  prior to  the

issuance of such certificate or certificates.

    11.     Capital Adjustments.  The number of shares of Common Stock covered

by this  option,  and the  option  price thereof,  shall  be subject  to  such

adjustment as the Board of Directors (or any authorized committee thereof)  of

the  Company deems  appropriate to  reflect any  stock dividend,  stock split,

share    combination,   exchange   of    shares,   recapitalization,   merger,

consolidation, separation, reorganization, liquidation  or the like, of or  by

the Company.

    12.     Law  Governing.  This Description  is intended to  be performed in

the State of Texas and  shall be construed and enforced in accordance with and

governed by the laws of such State.

    13.     Date of Grant.  The date of grant of this option is              .

    14.     Withholding.   It shall  be a condition  to the obligation  of the

Company to issue or transfer shares of stock upon exercise of this option that

the Option Holder pay  to the Company, upon its demand, such  amount as may be

requested  by  the Company  for the  purpose  of satisfying  its  liability to

withhold federal, state, or local income or other taxes incurred  by reason of

the exercise of this option.  If the amount requested is not paid, the Company

may refuse to issue or transfer shares of stock upon exercise of this option.

    15.     Change  of  Control.    All  options  granted  pursuant  to   this

Description  shall become fully vested and exercisable  at the election of the

Option Holder at  any time prior  to the date  set forth in Section 4  hereof,

upon a material  change in  control of the  Company.  For  purposes hereof,  a

"material change  in control of the  Company" shall be deemed  to include, but

not be  limited to, the dissolution or liquidation of the Company, a merger of

the Company into  another corporation,  partnership, trust  or other  business

entity (other than  a merger into a subsidiary or parent  of the Company, or a

merger, the primary purpose  of which is reincorporation), the  acquisition of

the Company  by another  corporation,  partnership, trust,  or other  business

entity, the sale or  conveyance of all or substantially  all of the assets  of

the Company, the  acquisition of the majority of the  voting securities of the

Company by any person or entity or group of affiliated persons or entities, or

any other event as determined by the Committee.

<\PAGE>
EXHIBIT 4(g)
                          BRINKER INTERNATIONAL, INC.
               DESCRIPTION OF      INCENTIVE STOCK OPTION GRANT

      1.    Time of Exercise.  Except only as specifically provided  elsewhere

in  this Description (herein  so called) of  the        Incentive Stock Option

Grant  of Brinker International, Inc. a  Delaware corporation (the "Company"),

the   option  described  herein  and   evidenced  by  an  accompanying  Option

Certificate (herein  so  called) is  exercisable in  the following  cumulative

installments:

      (a)   Up to one-half of the  total optioned shares at any time  on
            and after             ; and

      (b)   Up to an additional one-half of the total optioned shares at
            any time on and after              .

If an installment covers a fractional share, such installment will be  rounded

off to the next highest share, except the final installment, which will be for

the  balance of the total optioned shares.  In the event the Option Holder (as

defined in the Option Certificate) ceases to be an employee of the Company for

any reason, the option will  be exercisable only to the extent that the Option

Holder could  have exercised  it on  the date  of  his or  her termination  of

employment or as otherwise provided in Section 6 below.  No part of the option

may be exercised after the expiration of the term of this option as  set forth

in Section 4 below.

      2.    Exercise of Option.  The exercise of this option shall entitle the

Option  Holder to  purchase shares  of common  stock, $.10  par value,  of the

Company (the "Common Stock").  If  requested by the Option Holder and approved

by the Board of Directors of the Company or any  authorized committee thereof,

the Option  Holder may exercise this option or any portion hereof by tendering

shares  of Common Stock, in  lieu of cash payment for  the option shares being

purchased, with the  number of shares  tendered to be  determined by the  fair

market  value  per share  of the  Common  Stock on  the  date of  exercise, as

determined by the Company.

      3.    Subject to Plan.   This option and the grant  and exercise thereof

are subject to  the terms and  conditions of the  Brinker International,  Inc.

1992 Incentive Stock Option Plan (the "Plan"), which is incorporated herein by

reference  and made  a part  hereof, but the  terms of  the Plan  shall not be

considered  an enlargement  of  any  benefits  under  this  Description.    In

addition,  this option  is subject  to any  rules and  regulations promulgated

pursuant to the Plan, now or hereafter in effect.

      4.    Term.   This option and all rights hereunder with respect thereto,

to the  extent such  rights shall  not have  been previously exercised,  shall

terminate at the first of the following:

      (a)   5:00 p.m. on               ; or

      (b)   Immediately and without notice to  the Option Holder in  the
            event  the  Option  Holder   shall  (i) commit  any  act  of
            malfeasance or  wrongdoing  affecting  the  Company  or  any
            subsidiary   thereof,    (ii) breach   any   Confidentiality
            Agreement   or   similar   agreement   pertaining   to   the
            confidentiality    and    nondisclosure    of    proprietary
            information, including but not  limited to trade secrets, of
            the Company  or any  subsidiary thereof, or  (iii) engage in
            conduct that would warrant the Option Holder's discharge for
            cause  as  hereinafter  defined.     For  purposes  of  this
            Description a "discharge  for cause" shall mean  termination
            of the  Option Holder  as an  employee of  the Company  or a
            subsidiary thereof limited  to one or more  of the following
            reasons:

            (1)   An   act   of    fraud,   misappropriation    or
                  embezzlement  by the Option Holder in connection
                  with  the  Company or  a  subsidiary  thereof as
                  determined by the affirmative vote of at least a
                  majority of the Board of Directors  or Executive
                  Committee thereof;

            (2)   Gross  mismanagement or  gross  neglect  of  the
                  Option Holder's  duties  to  the  Company  or  a
                  subsidiary   thereof   as   determined  by   the
                  affirmative vote  of at least a  majority of the
                  Board  of  Directors   or  Executive   Committee
                  thereof; or

            (3)   Conviction by a  court of competent jurisdiction
                  of a felony.

      (c)   5:00  p.m. on the date  three (3) months  following the date
            the  Option  Holder's employment  with  the  Company or  its
            subsidiaries terminates for a  reason other than pursuant to
            Section 4(b), 6(a) or 6(b) hereof.

      5.    Who May  Exercise.  During the lifetime of the Option Holder, this

option may be exercised only  by the Option Holder.  If the Option Holder dies

or  becomes disabled [within the  meaning of Section 22(e)(3)  of the Internal

Revenue  Code]  prior to  the  termination date  specified  in Section 6(b)(i)

hereof  without having exercised  the option as  to all of  the shares covered

thereby, the option may  be exercised, in accordance with  Section 6(b) hereof

by  (i) the  Option Holder's  estate or  a person  who  acquired the  right to

exercise the option by bequest or inheritance or by reason of the death of the

Option Holder  in the event of  the Option Holder's death,  or (ii) the Option

Holder  or  his or  her personal  representative in  the  event of  the Option

Holder's disability, subject to the other terms of this  Description, the Plan

and applicable laws, rules and regulations.  For purposes of this Description,

the Company shall determine the date of disability of the Option Holder.

      6.    Cessation of  Employment of Option Holder.   (a) Notwith- standing

the  provisions  of  Section 1  hereof,  at such  time  as  the  Option Holder

(i) reaches age fifty-five (55)  and shall  have completed at  least ten  (10)

consecutive years  of service with  the Company,  (ii) reaches age  sixty-five

(65), or (iii) has completed twenty (20) consecutive years of service with the

Company, the unvested portion  of this option shall become  immediately vested

at the time that the Option Holder ceases to be an employee of the Company and

such option may be exercised at any time prior to the first to occur of:

      (A)   5:00 p.m. on              ; or

      (B)   the expiration  of thirty-six (36) months  after such Option
            Holder ceases to be an employee of the Company.

      (b)  Notwithstanding the provisions of Section 1 hereof, in the event of

death or  permanent disability of  an Option Holder,  the unvested portion  of

this option shall  become immediately vested and such option  may be exercised

at any time prior to the first to occur of:

      (i)                    ; or

      (ii)  the expiration  of thirty-six (36)  months from the  date of
            death or permanent disability of such Option Holder.

      7.    Restrictions on Exercise.  This option:

      (a)   May be exercised  only with  respect to full  shares and  no
            fractional share of stock shall be issued;

      (b)   May  not be  exercised in whole  or in  part and  no cash or
            certificates  representing  shares  subject to  such  option
            shall be delivered, if any  requisite approval or consent of
            any government  authority of  any  kind having  jurisdiction
            over the  exercise of options  shall not have  been secured;
            and

      (c)   May  be exercised  only if  at all  times during  the period
            beginning  with the date of  the granting of  the option and
            ending on the  date three (3)  months prior  to the date  of
            exercise  the Option  Holder was  an employee of  either the
            Company or  a subsidiary  of the  Company; provided,  if the
            Option  Holder's  continuous  employment  is  terminated  by
            (i) an act  of  malfeasance, breach  of any  Confidentiality
            Agreement or pursuant  to a discharge for cause,  the option
            will terminate as provided in Section 4(b), (ii) disability,
            the option may be exercised in accordance with Section 5, or
            (iii) death, the option may  be exercised in accordance with
            Section 5, or (iv) ceasing to be an employee of the  Company
            after satisfying  the provisions of Section 6(a), the option
            may be exercised in accordance with Section 6(a).

      8.    Manner of Exercise.  Subject to such administrative regulations as

the Board of Directors  (or any authorized committee  thereof) of the  Company

may from time to  time adopt, the Option Holder or beneficiary shall, in order

to exercise this option:

      (a)   Give written notice to the Company of the exercise price and
            the number of shares  which he will purchase and  furnish an
            undertaking to make payment of such exercise price in United
            States dollars before issuance of such shares; or

      (b)   Give written notice to the Company of the exercise price and
            the  number of  shares for which  he is  requesting approval
            from the Company to  tender other shares of Common  Stock in
            exchange for option shares.

      Any  notice  shall include  an undertaking  to  furnish or  execute such

documents  as  the  Company in  its  discretion  shall  deem necessary  (i) to

evidence such exercise,  in whole or in  part, of the option evidenced  by the

Option Certificate,  (ii) to determine  whether registration is  then required

under  the Securities Act  of 1933, or any  other law, as  then in effect, and

(iii) to  comply with  or satisfy  the requirements of  the Securities  Act of

1933, or any other law, as then in effect.

      In  addition, if an exercise under Paragraph (b) above is requested, the

notice  shall include  an undertaking  to tender  to the  Company (i) promptly

after  receipt of denial  by the  Company of  the paragraph  (b) request, full

payment  in United States dollars of the  option exercise price for the shares

being purchased hereunder, or  (ii) promptly after receipt of approval  by the

Company of  exercise of this  option or portion  thereof by payment  of Common

Stock, full payment in Common Stock in exchange for the shares being purchased

hereunder.

      The  Company shall advise the  Option Holder or  beneficiary in writing,

within ten  (10) business  days after  the first  Board  of Directors  meeting

following the date of  exercise, whether the Company approves the  exchange of

Common Stock for option stock being  purchased.  The Company must receive full

payment in United States dollars or the appropriate number of shares of Common

Stock,  whichever  applies,  of the  option  exercise  price  within five  (5)

business days  after the  date of  the  Company's notice,  unless the  Company

extends the time of payment.

     9.     Non-Assignability.  This option  is not assignable or transferable

by  the  Option  Holder  except  by  will  or  by  the  laws  of  descent  and

distribution.   Any attempted assignment, transfer,  pledge, hypothecation, or

other disposition of  the option contrary  to the provisions  hereof, and  the

levy of any execution, attachment, or similar process upon the option shall be

null and void and without effect and shall terminate the option.

      10.   Rights of Stockholder.  The Option Holder will have no rights as a

stockholder  with  respect to  any shares  covered  by this  option  until the

issuance of a certificate or certificates to the Option Holder for the shares.

Except as otherwise provided in Section 11 hereof, no adjustment shall be made

for dividends  or other  rights for  which the  record date  is  prior to  the

issuance of such certificate or certificates.

      11.   Capital Adjustments.  The number of shares of Common Stock covered

by  this  option, and  the  option price  thereof,  shall be  subject  to such

adjustment as the Board of Directors  (or any authorized committee thereof) of

the  Company deems  appropriate to  reflect any  stock dividend,  stock split,

share   combination,   exchange    of   shares,   recapitalization,    merger,

consolidation, separation, reorganization,  liquidation or the like, of  or by

the Company.

      12.   Law  Governing.  This Description  is intended to  be performed in

the State of Texas and shall be construed and enforced in accordance with  and

governed by the laws of such State.

      13.   Date of Grant.  The date of grant of this option is              .

      14.   Change of Control.

      (a)   Notwithstanding the  provisions of  Section 1 hereof,  all options
            granted pursuant to this Description shall become fully vested and
            exercisable at the election of the Option Holder at any time prior
            to the date set forth in Section 4  hereof, upon a material change
            in  control  of the  Company.   For  purposes hereof,  a "material
            change in control of the Company" shall be deemed to include,  but
            not  be limited to, the dissolution or liquidation of the Company,
            a  merger of  the Company  into another  corporation, partnership,
            trust  or  other  business entity  (other  than  a  merger into  a
            subsidiary  or parent  of the  Company, or  a merger,  the primary
            purpose  of  which is  reincorporation),  the  acquisition of  the
            Company  by  another  corporation,  partnership, trust,  or  other
            business entity,  the sale or  conveyance of all  or substantially
            all of the assets of the  Company, the acquisition of the majority
            of the voting securities of the Company by any person or entity or
            group of affiliated  persons or  entities, or any  other event  as
            determined by the Committee.

      15.   Effect of  Option Upon  Employment.   Nothing in this  Description

shall be construed  as constituting  a commitment,  guarantee, arrangement  or

understanding of any kind or nature that the Company or any subsidiary thereof

will  continue to  employ,  retain,  or designate  the  Option  Holder in  any

capacity; nor  shall this  Description  affect in  any way  the  right of  the

Company or  any subsidiary thereof  to terminate the  employment, association,

designation, or  official capacity, if any,  of the Option Holder  at any time

with or  without cause, subject  to the provisions  of any written  employment

agreement between the Company or any subsidiary thereof and the Option Holder.

      16.   Withholding.   It shall be  a condition to  the obligation  of the

Company to issue or transfer shares of stock upon exercise of this option that

the Option Holder  pay to the Company, upon its demand,  such amount as may be

requested  by  the Company  for  the purpose  of  satisfying its  liability to

withhold  federal, state or local income or  other taxes incurred by reason of

the exercise of this option.  If the amount requested is not paid, the Company

may refuse to issue or transfer shares of stock upon exercise of this option.

<\PAGE>
EXHIBIT 5

                                 April 3, 1996

Brinker International, Inc.
6820 LBJ Freeway
Dallas, Texas   75240

Gentlemen:

      We  have served as counsel  for Brinker International,  Inc., a Delaware
corporation (the  "Company"), in connection with the Registration Statement on
Form S-8 covering the sale  of a maximum of 8,000,000 shares (the "Shares") of
Common  Stock, $.10 par  value, of the Company.   The Shares  are to be issued
upon the exercise  of options granted under certain stock  option plans of the
Company described in the Registration Statement.

      We have examined  such documents and questions of law  as we have deemed
necessary to render the opinion expressed below.  Based upon the foregoing, we
are of the opinion  that the Shares, when  issued and delivered, will be  duly
and validly issued, fully paid and non-assessable.

      We consent to the  use of this opinion as Exhibit  5 to the Registration
Statement.

                                    Very truly yours,

                                    /Crouch & Hallett

                                    Crouch & Hallett

<\PAGE>
EXHIBIT 23(a)

                         INDEPENDENT AUDITOR'S CONSENT

The Board of Directors
Brinker International, Inc.

We consent to the use of our report incorporated herein by reference.

                                    /KPMG Peat Marwick LLP

                                    KPMG Peat Marwick LLP

Dallas, Texas
April 2, 1996