November 30, 2004

Via US Mail and Facsimile

Charles M. Sonsteby
Chief Financial Officer
Brinker International
6820 LBJ Freeway
Dallas, Texas 75240

Re:	Brinker International
	Form 10-K for the year ended June 30, 2004
	Commission file #:  1-10275

Dear Mr. Sonsteby:

      We have reviewed your October 26, 2004 response letter and
have
the following comments.  Where expanded or revised disclosure is
requested, you may comply with these comments in future filings.
If
you disagree, we will consider your explanation as to why our
comments are inapplicable or a revision is unnecessary.  We also
ask
you to provide us with supplemental information so we may better
understand your disclosure.  Please be as detailed as necessary in
your explanation.  We look forward to working with you in these
respects and welcome any questions you may have about any aspects
of
our review.

* * * * * * * * * * *
Note 4 - Goodwill and Intangibles

1. We note your response to our prior comment #6.  You state that
the
acquisition of the development rights resulted in incremental
revenues that you would have otherwise not received as the
agreement
allowed you to retain the entire revenue stream (4% for royalties
rather than 2%).  However, it appears that the franchisees would
look
to you as the principal in the franchise agreements, as you
provided
the Chili`s name, restaurant design and specifications, menu,
business processes, and updates thereto.  Therefore, please tell
us
why you believe it was appropriate to recognize revenues on a net,
rather than gross, basis from these franchisees prior to the 1998
termination of the master development rights agreement.  Analogy
is
made to guidance in EITF 99-19.  Also, tell us whether you were a
party to the franchise contracts, whether you had latitude in
establishing pricing for the franchise contracts, and whether you
were involved in the determination of product or service
specifications.  As part of your response, please also furnish us
a
copy of the Master Development Rights Agreement and amendments
thereto, with PAC-AM.


2. You state that termination of the developer agreement provided
for
potential incremental revenues from new franchisees in a region.
We
note, however, that any incremental revenues from new franchisees
would not have been derived as a direct result of the termination
of
the developer agreement, but rather from your own subsequent
efforts
to obtain such new franchisees.  Therefore, we do not believe it
is
appropriate to attribute these incremental revenues to the
termination of the developer agreement.  With regard to EITF 04-1,
Issue 2, View C states that the amount paid to reacquire rights is
an
asset if it provides future benefit in the form of incremental
cash
flows.  FASB Concept 6 more clearly requires that an asset
contribute
to future net cash inflows of an entity.  Had you originally
accounted for revenues from Pacific Rim franchisees on a gross
basis
as the principal in the agreements, the termination of the
developer
agreement would not have directly contributed to cash inflows, but
instead would have eliminated future cash outflows to the
developer.
In this case, the accounting is analogous to the termination of a
management agreement.  Reference is made to paragraphs 14 and 16
of
SFAS 146, which state that contract termination costs should be
expensed, as you do not receive future economic benefit (i.e.,
management and further development of the territory by the
developer)
from the termination payment.  Please reconsider your position and
adjust your historical financial statements, as appropriate.
* * * * * * * * * * *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      	You may contact Amy McGann at 202-942-2885 or Joseph
Foti
and 202-942-1952 if you have questions regarding comments on the
financial statements and related matters or me at 202-942-1995
with
any other questions.

								Sincerely,



								David R. Humphrey
								Branch Chief

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Brinker International
November 30, 2004
Page 1