FORM 10-Q

                   SECURITIES AND EXCHANGE COMMISSION

                         WASHINGTON D.C. 20549

             QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE

                    SECURITIES EXCHANGE ACT OF 1934



For the Quarter Ended September 23, 1998

Commission File Number 1-10275


                      BRINKER INTERNATIONAL, INC.

           (Exact name of registrant as specified in its charter)


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


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

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


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

Yes   X   No

Number of shares of common stock of registrant outstanding at
September 23, 1998: _65,567,317



                      BRINKER INTERNATIONAL, INC.

                               INDEX




Part I -  Financial Information

          Condensed Consolidated Balance Sheets -
           September 23, 1998 (Unaudited) and June 24, 1998  3 - 4

          Condensed Consolidated Statements of Income
           (Unaudited) - Thirteen-week periods ended
           September 23, 1998 and September 24, 1997             5

          Condensed Consolidated Statements of Cash Flows
           (Unaudited) - Thirteen-week periods ended
           September 23, 1998 and September 24, 1997         6 - 7

          Notes to Condensed Consolidated
           Financial Statements (Unaudited)                  8 - 9

          Management's Discussion and Analysis of
           Financial Condition and Results of Operations   10 - 15


Part II - Other Information                                     16



PART I.  FINANCIAL INFORMATION



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



                                        September 23,   June 24,
                                            1998           1998
ASSETS                                  (Unaudited)
Current Assets:
 Cash and Cash Equivalents              $    56,335     $  31,101
 Accounts Receivable                         13,156        18,789
 Inventories                                 15,058        13,774
 Prepaid Expenses                            37,738        36,576
 Deferred Income Taxes                        2,807         3,250
 Other                                        1,954         2,007

     Total Current Assets                   127,048       105,497

Property and Equipment, at Cost:
 Land                                       154,374       145,900
 Buildings and Leasehold Improvements       572,423       541,403
 Furniture and Equipment                    320,152       310,849
 Construction-in-Progress                    45,771        48,245
                                          1,092,720     1,046,397
 Less Accumulated Depreciation
  and Amortization                          355,155       337,825

     Net Property and Equipment             737,565       708,572

Other Assets:
 Goodwill                                    75,774        76,330
 Other                                      106,529        98,984

     Total Other Assets                     182,303       175,314

     Total Assets                       $ 1,046,916     $ 989,383

                                                (continued)



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




                                        September 23,    June 24,
                                            1998           1998
LIABILITIES AND SHAREHOLDERS' EQUITY    (Unaudited)

Current Liabilities:
 Current Installments of Long-term Debt $    14,630     $  14,618
 Accounts Payable                           133,063        97,597
 Accrued Liabilities                         82,842        85,852

  Total Current Liabilities                 230,535       198,067

Long-term Debt, Less Current Installments   157,701       147,288
Deferred Income Taxes                         9,307         8,254
Other Liabilities                            43,566        42,035
Commitments and Contingencies

Shareholders' Equity:
 Preferred Stock - 1,000,000 Authorized
  Shares; $1.00 Par Value; No Shares Issued       -             -
 Common Stock - 250,000,000 Authorized
  Shares; $.10 Par Value; 78,150,054
  Shares Issued and 65,567,317 Shares
  Outstanding at September 23, 1998, and
  78,150,054 Shares Issued and 65,926,032
  Shares Outstanding at June 24, 1998         7,815         7,815
 Additional Paid-In Capital                 275,282       276,380
 Retained Earnings                          484,908       464,083
                                            768,005       748,278
 Less Treasury Stock, at Cost (12,582,737
  shares at September 23, 1998 and 12,224,022
  shares at June 24, 1998)                 (162,198)     (154,539)
  Total Shareholders' Equity                605,807       593,739

 Total Liabilities and Shareholders'
   Equity                               $ 1,046,916     $ 989,383


See accompanying notes to condensed consolidated financial
statements.





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



                                      Thirteen-Week Periods Ended
                                   September 23,      September 24,
                                       1998               1997

Revenues                            $  432,101         $  375,963

Costs and Expenses:
 Cost of Sales                         117,760            102,693
 Restaurant Expenses                   236,345            206,120
 Depreciation and Amortization          21,703             21,715
 General and Administrative             21,351             16,567
 Interest Expense                        2,062              3,739
 Other, Net                                988
(94)

  Total Costs and Expenses             400,209            350,740

Income Before Provision for Income
 Taxes                                  31,892             25,223

Provision for Income Taxes              11,067              8,702

  Net Income                        $   20,825         $   16,521


Basic Net Income Per Share          $     0.32         $     0.25

Diluted Net Income Per Share        $     0.31         $     0.25

Basic Weighted Average
  Shares Outstanding                    65,774             66,635

Diluted Weighted Average
  Shares Outstanding                    67,596             66,905


See accompanying notes to condensed consolidated financial
statements.



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


                                         Thirteen-Week Periods Ended
                                        September 23,   September 24,
                                           1998             1997
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income                                $ 20,825        $ 16,521
Adjustments to Reconcile Net Income
 to Net Cash Provided by
 Operating Activities:
   Depreciation and Amortization of
     Property and Equipment                 18,115          17,476
   Amortization of Goodwill and Other
    Assets                                   3,588           4,239
   Deferred Income Taxes                     1,496           1,174
     Changes in Assets and Liabilities:
      Receivables                            5,635          (4,210)
      Inventories                           (1,284)             40
      Prepaid Expenses                      (1,162)           (359)
      Other Assets                             882          (2,404)
      Accounts Payable                      35,466             219
      Accrued Liabilities                   (3,010)            151
      Other Liabilities                      1,531             548
   Other                                        -               98

     Net Cash Provided by Operating 
      Activities                            82,082          33,493

CASH FLOWS FROM INVESTING ACTIVITIES:
Payments for Property and Equipment        (51,138)        (26,761)
Proceeds from Sales of Marketable 
 Securities                                     51           7,458
Net Advances to Affiliates                  (7,429)         (2,576)

   Net Cash Used in Investing Activities   (58,516)        (21,879)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net Borrowings (Payments) on Credit 
 Facilities                                 10,425         (21,859)
Proceeds from Issuances of Common Stock         -              655
Proceeds from Issuances of Treasury Stock      757              -
Purchases of Treasury Stock                 (9,514)             -

     Net Cash Provided by (Used in)
      Financing Activities                   1,668         (21,204)

Net Increase (Decrease) in Cash and
 Cash Equivalents                           25,234          (9,590)
Cash and Cash Equivalents at Beginning
 of Period                                  31,101          23,194
Cash and Cash Equivalents at End
 of Period                                $ 56,335         $13,604

CASH PAID (RECEIVED) DURING THE PERIOD:
Interest, Net of Amounts Capitalized      $      6         $ 3,231
Income Taxes                              $  2,263         $   (48)


See accompanying notes to condensed consolidated financial
statements.



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



1.   Basis of Presentation

      The  condensed consolidated financial statements of  Brinker
International,    Inc.    and   its   wholly-owned    subsidiaries
(collectively, the "Company") as of September 23, 1998 and for the
thirteen-week  periods ended September 23, 1998 and September  24,
1997  have been prepared by the Company pursuant to the rules  and
regulations  of  the  Securities  and  Exchange  Commission.   The
Company  owns  or franchises 840 restaurants under  the  names  of
Chili's   Grill   &  Bar  ("Chili's"),  Romano's  Macaroni   Grill
("Macaroni Grill"), On The Border Mexican Cafe ("On The  Border"),
Cozymel's  Coastal Mexican Grill ("Cozymel's"), Maggiano's  Little
Italy  ("Maggiano's"),  Corner Bakery,  Eatzi's  Market  &  Bakery
("Eatzi's"), Wildfire, and Big Bowl.  The Company owns  an  equity
interest  in  the  Eatzi's,  Big  Bowl,  and  Wildfire  restaurant
concepts.

      The  information furnished herein reflects  all  adjustments
(consisting  of  normal recurring accruals and adjustments)  which
are,  in the opinion of management, necessary to fairly state  the
operating  results  for  the respective periods.   However,  these
operating  results are not necessarily indicative of  the  results
expected  for  the  full  fiscal year.   Certain  information  and
footnote   disclosures  normally  included  in  annual   financial
statements   prepared  in  accordance  with   generally   accepted
accounting principles have been omitted pursuant to such rules and
regulations.  The  notes  to the condensed consolidated  financial
statements  should be read in conjunction with the  notes  to  the
consolidated financial statements contained in the June  24,  1998
Form   10-K. Company management believes that the disclosures  are
sufficient for interim financial reporting purposes.

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

2.   Net Income Per Share

      In  February 1997, the Financial Accounting Standards  Board
("FASB")  issued Statement of Financial Accounting  Standards  No.
128  ("SFAS  No.  128"),  "Earnings  Per  Share,"  which  requires
presentation  of  basic  and diluted earnings  per  share.   Basic
earnings  per  share is computed by dividing income  available  to
common  shareholders  by  the weighted average  number  of  common
shares outstanding for the reporting period. Diluted earnings  per
share  reflects  the  potential  dilution  that  could  occur   if
securities or other contracts to issue common stock were exercised
or  converted into common stock.  As required, the Company adopted
the  provisions of SFAS No. 128 in the quarter ended December  24,
1997.   All  prior year weighted average and per share information
has  been  restated in accordance with SFAS No. 128.   Outstanding
stock  options  issued by the Company represent the only  dilutive
effect reflected in diluted weighted average shares.

3.   Shareholders' Equity

      On  January 27, 1998, the Board of Directors approved a plan
to  repurchase  up to $50 million of the Company's  common  stock.
Repurchases will be made from time to time to offset the  dilutive
effect on earnings per share of stock option exercises or whenever
market   conditions  warrant.   Under  this  plan,   the   Company
repurchased  $9.5  million (505,500 shares) of  its  common  stock
during  the  quarter  in  accordance  with  applicable  securities
regulations.  The  repurchased common stock may  be  used  by  the
Company to satisfy obligations under its savings and stock  option
plans and for other corporate purposes.

4.   Comprehensive Income

      In  June  1997,  the  FASB  issued  Statement  of  Financial
Accounting   Standards  No.  130  ("SFAS  No.  130"),   "Reporting
Comprehensive Income." SFAS No. 130, which is effective for fiscal
1999,  establishes  standards for the  reporting  and  display  of
comprehensive income and its components. Comprehensive  income  is
defined as the change in equity of a business enterprise during  a
period  from transactions and other events and circumstances  from
non-owner  sources.  Total comprehensive income  for  the  quarter
ended  September  23,  1998 is equal to net  income  as  reported.
Comprehensive income for the quarter ended September 24,  1997  of
$16.9   million   included  net  earnings  as  reported   in   the
accompanying  condensed consolidated statements of income  plus  a
$0.4  million  after-tax effect of unrealized gains on  marketable
securities adjustments.



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


The following table sets forth selected operating data as a
percentage of total revenues for the periods indicated. All
information is derived from the accompanying condensed consolidated
statements of income.

                                     Thirteen Week Periods Ended
                                   September 23,     September 24,
                                      1998              1997

Revenues                             100.0%            100.0%

Costs and Expenses:
 Cost of Sales                        27.3%             27.3%
 Restaurant Expenses                  54.7%             54.8%
 Depreciation and Amortization         5.0%              5.8%
 General and Administrative            4.9%              4.4%
 Interest Expense                      0.5%              1.0%
 Other, Net                            0.2%              0.0%

  Total Costs and Expenses            92.6%             93.3%

Income Before Provision
 for Income Taxes                      7.4%              6.7%

Provision for Income Taxes             2.6%              2.3%

Net Income                             4.8%              4.4%

The following table details the number of restaurant openings
during the first quarter and total restaurants open at the end of
the first quarter.

                First Quarter Openings  Total Open at End of First Quarter
                  Fiscal     Fiscal      Fiscal        Fiscal
                   1999       1998        1999          1998

Chili's:
  Company-owned      10          7         424           398
  Franchised          4          8         163           152
     Total           14         15         587           550

Macaroni Grill:
  Company-owned       5          3         116           100
  Franchised         --         --           2             2
     Total            5          3         118           102

On The Border:
  Company-owned       5          5          55            39
  Franchised          3          1          18             8
     Total            8          6          73            47

Cozymel's            --         --          12            12

Maggiano's            1          1           8             6

Corner Bakery         4          1          34            16

Eatzi's               1          1           4             2

Wildfire              1         --           2            --

Big Bowl             --         --           2            --

     Grand total     34         27         840           735


REVENUES

Revenues  for the first quarter of fiscal 1999 increased to  $432.1
million,  14.9%  over  the $376.0 million generated  for  the  same
quarter of fiscal 1998. The increase is primarily attributable to a
net  increase  of 78 Company-owned restaurants since September  24,
1997.  The  Company  increased its capacity (as measured  in  sales
weeks) by 11.8% in the first quarter of fiscal 1999, as compared to
the  same  quarter in fiscal 1998. Average weekly sales at Company-
owned stores increased 2.6% in the first quarter of fiscal 1999, as
compared to the first quarter of fiscal 1998.

COSTS AND EXPENSES (as a percent of Revenues)

Cost  of sales remained flat at 27.3% compared to the first quarter
of  fiscal  1998.  Favorable commodity prices for meat and  produce
were  offset by unfavorable commodity prices for poultry and  dairy
and  product mix changes to menu items with higher percentage  food
costs.

Restaurant expenses decreased from 54.8% in fiscal 1998 to 54.7% in
fiscal 1999 primarily due to a decrease in management labor as well
as   lower   costs  of  supplies  and  facility  related  expenses.
Management labor decreased due to a reduction in turnover resulting
in  lower  training  and  relocation  costs,  partially  offset  by
increases  in  monthly performance bonuses due to Chili's  positive
performance  in  fiscal 1999. Restaurant labor wage rate  increases
due  to  Federal government mandated increases in the minimum  wage
were  offset by improvements in labor productivity.  The  decreases
were  also partially offset by an increase in rent expense  due  to
sale-leaseback transactions which occurred in fiscal 1998  and  the
utilization of the equipment leasing facility.

Depreciation and amortization decreased from 5.8% in fiscal 1998 to
5.0%  in  fiscal  1999.   Depreciation and  amortization  decreases
resulted from the utilization of the equipment leasing facility and
the  impact of sale-leaseback transactions which occurred in fiscal
1998,  as  well  as a declining depreciable asset  base  for  older
units.   Partially  offsetting these decreases  were  increases  in
depreciation  and  amortization related to  new  unit  construction
costs and ongoing remodel costs.

General  and administrative expenses increased in the first quarter
of  fiscal  1999 compared to fiscal 1998 as a result  of  increased
costs  related  to  Year  2000 initiatives,  additional  staff  and
support  as  the Company continues the expansion of its  restaurant
concepts,  and increased fiscal 1999 profit sharing accruals  based
on the Company's continued strong performance.

Interest  expense  decreased  due  to  reduced  borrowings  on  the
Company's credit facilities and an increase in the construction-in-
progress balances subject to interest capitalization.

Other, net decreased compared to the first quarter of fiscal  1998.
Other,   net  was  negatively  impacted  by  the  almost   complete
liquidation of the marketable securities portfolio in the last half
of  fiscal 1998 resulting in a reduction of income earned, which in
fiscal  1998  was partially offset by the Company's  share  of  net
losses  in  equity method investees.  The proceeds from liquidation
were used to fund a portion of the Company's stock repurchase plan.
As  of September 23, 1998, the marketable securities portfolio  has
been fully liquidated.

INCOME TAXES

The  Company's  effective income tax rate was 34.7% for  the  first
quarter  of  fiscal 1999 compared to 34.5% for the same  period  of
fiscal  1998.  The  fiscal  1999  effective  income  tax  rate  has
increased  primarily as a result of a decreased dividends  received
deduction   resulting  from  the  liquidation  of   the   Company's
marketable securities portfolio.

NET INCOME AND NET INCOME PER SHARE

Net  income increased 26.1% compared to the first quarter of fiscal
1998. The increase in net income was due to an increase in revenues
as  a  result of increases in average weekly sales and sales  weeks
and   a   decrease   in  restaurant  expenses,   depreciation   and
amortization,  and interest expense. Diluted net income  per  share
increased 24.0% from $0.25 for the first quarter of 1998  to  $0.31
for  the  first  quarter of fiscal 1999.  Diluted weighted  average
shares outstanding for the first quarter increased 1.0% compared to
the  prior year period due to the effect of stock option exercises,
partially offset by treasury stock repurchases.

IMPACT OF INFLATION

The  Company has not experienced a significant overall impact  from
inflation.  As  operating expenses increase, the  Company,  to  the
extent  permitted  by  competition,  recovers  increased  costs  by
raising menu prices.

LIQUIDITY AND CAPITAL RESOURCES

The  working capital deficit increased from $92.6 million  at  June
24,  1998  to  $103.5 million at September 23, 1998, and  net  cash
provided by operating activities increased to $82.1 million for the
first  quarter  of fiscal 1999 from $33.5 million during  the  same
period in fiscal 1998 due to increased profitability and the timing
of operational receipts and payments.

Long-term debt outstanding at September 23, 1998 consisted of $85.7
million  of  unsecured senior notes, $70 million of  borrowings  on
credit  facilities,  and  obligations under  capital  leases.   The
Company   has  credit  facilities  totaling  $363.5  million.    At
September  23,  1998, the Company had $283.2 million  in  available
funds from credit facilities.

During  fiscal 1998, the Company entered into an equipment  leasing
facility  for up to $55.0 million, of which funding commitments  of
$47.5  million have been obtained.  As of September 23, 1998, $32.7
million of the leasing facility has been utilized, including a  net
funding  of  $8.3  million in fiscal 1999.  The remaining  facility
balance will be used to lease new equipment in fiscal 1999.

Capital  expenditures  consist  of purchases  of  land  for  future
restaurant sites, new restaurants under construction, purchases  of
new and replacement restaurant furniture and equipment, and ongoing
remodeling  programs. Capital expenditures were $51.1  million  for
the  first  quarter of fiscal 1999 as compared to $26.8 million  in
the   first  quarter  of  fiscal  1998.  The  increase  in  capital
expenditures compared to the first quarter of 1998 is due mainly to
an  increase  in the number of stores being constructed  or  opened
during  the  first  quarter of fiscal 1999 and a reduction  in  the
amount  of  new  restaurant furniture and equipment funded  by  the
equipment leasing facility.  The Company estimates that its capital
expenditures  during  the  second  quarter  will  approximate   $65
million.  These capital expenditures will be funded  from  internal
operations,  build-to-suit  lease agreements  with  landlords,  and
drawdowns on the Company's available lines of credit.

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

YEAR 2000

The Year 2000 will have a broad impact on the business environment
in  which  the Company operates due to the possibility  that  many
computerized  systems  across all industries  will  be  unable  to
process  information containing dates beginning in the Year  2000.
The  Company has established an enterprise-wide program to prepare
its  computer systems and applications for the Year  2000  and  is
utilizing  both  internal  and  external  resources  to  identify,
correct  and  test  the  systems for Year  2000  compliance.   The
Company   anticipates   that   the  majority   of   its   domestic
reprogramming will be completed by December 31, 1998, and  testing
efforts  will  be  substantially  concluded  by  March  31,  1999.
Further  validation  through testing will be conducted  throughout
calendar year 1999.  The Company expects that all mission-critical
systems  will  be  Year 2000 ready prior to the end  of  the  1999
calendar year.

The  nature  of the Company's business is such that  the  business
risks  associated with the Year 2000 can be reduced  by  assessing
the  vendors  supplying the Company's restaurants  with  food  and
related  products and also assessing the Company's  franchise  and
joint  venture business partners to ensure that they are aware  of
the  Year  2000  business  risks and are appropriately  addressing
them.

Because third party failures could have a material impact  on  the
Company's  ability to conduct business, questionnaires  have  been
sent  to  substantially  all of the Company's  vendors  to  obtain
reasonable assurance that plans are being developed to address the
Year 2000 issue. The returned questionnaires have been assessed by
the  Company, categorized based upon readiness for the  Year  2000
issues,  and prioritized in order of significance to the  business
of  the  Company.  To the extent that vendors do not  provide  the
Company  with satisfactory evidence of their readiness  to  handle
Year   2000   issues,   contingency  plans  will   be   developed.
Furthermore,  information  has  been  provided  to  all  franchise
business   partners   regarding  the  potential   business   risks
associated  with  the  Year 2000 issue. Based upon  questionnaires
received  from  the franchise business partners, the  Company  has
assessed the Year 2000 readiness of these business partners and is
creating  action  plans  to  address the  identified  risks.   The
Company  is  currently assessing the Year 2000  readiness  of  its
joint venture partners.

The  Company anticipates that it will have substantially completed
an  inventory  of  all information technology and  non-information
technology  equipment by December 31, 1998, and will then  address
the Year 2000 readiness of such equipment.

The enterprise-wide program, including testing and remediation  of
all of the Company's systems and applications, is expected to cost
approximately  $6  million from inception in  calendar  year  1997
through  completion  in  calendar  year  1999.   Of  these  costs,
approximately  $750,000  was  incurred  through  June  24,   1998.
Approximately  $3.5 million is expected to be incurred  in  fiscal
1999,  with the remaining $1.75 million to be incurred  in  fiscal
2000.  All estimated costs have been budgeted and are expected  to
be funded by cash flows from operations.

The  Company does not believe the costs related to the  Year  2000
readiness  project will be material to its financial  position  or
results  of operations.  However, the cost of the project and  the
date  on  which  the  Company  plans to  complete  the  Year  2000
modifications are based on management's best estimates, which were
derived  utilizing numerous assumptions of future events including
the  continued  availability  of certain  resources,  third  party
modification plans, and other factors. Unanticipated  failures  by
critical vendors and franchise partners, as well as the failure by
the  Company to execute its own remediation efforts, could have  a
material  adverse  effect  on the cost  of  the  project  and  its
completion date. Furthermore, any such unforeseen occurrences,  if
combined  with  failures of other third parties or in  the  public
infrastructure,  could  have  a material  adverse  effect  on  the
Company's results of operations, financial condition, and/or  cash
flows.   Consequently, there can be no assurance that the forward-
looking estimates contained herein will be achieved and the actual
cost  could  differ  materially  from  the  projections  contained
herein.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The  Company  is exposed to market risk from changes  in  interest
rates on debt and changes in commodity prices.

The  Company's  net  exposure to interest rate  risk  consists  of
floating  rate instruments that are benchmarked to US and European
short-term  interest  rates. The Company may  from  time  to  time
utilize  interest  rate  swaps  and  forwards  to  manage  overall
borrowing  costs  and reduce exposure to adverse  fluctuations  in
interest  rates.  The Company does not use derivative  instruments
for  trading purposes and the Company has procedures in  place  to
monitor  and  control derivative use. The impact on the  Company's
results of operations of a one-point interest rate change  on  the
outstanding balance of the variable rate debt as of September  23,
1998 would be immaterial.

The  Company purchases certain commodities such as beef,  chicken,
flour  and  cooking oil. These commodities are generally purchased
based upon market prices established with vendors.  These purchase
arrangements may contain contractual features that limit the price
paid  by  establishing certain price floors or caps.  The  Company
does  not  use  financial  instruments to hedge  commodity  prices
because these purchase arrangements help control the ultimate cost
paid  and any commodity price aberrations are generally short term
in nature.

This  market  risk discussion contains forward-looking statements.
Actual  results  may differ materially from this discussion  based
upon  general market conditions and changes in domestic and global
financial markets.

NEW ACCOUNTING PRONOUNCEMENTS

In  June  1997, the FASB issued Statement of Financial  Accounting
Standards No. 131 ("SFAS No. 131"), "Disclosures about Segments of
an  Enterprise and Related Information."  SFAS No. 131 establishes
standards   for   the  way  public  business  enterprises   report
information   about   operating  segments  in   annual   financial
statements  and  requires  those enterprises  to  report  selected
information about operating segments in interim financial reports.
SFAS  No.  131 is effective for the Company's fiscal  1999  annual
financial statements.  The adoption of this standard will have  no
impact  on  the  Company's  consolidated  results  of  operations,
financial position, or cash flow.

In   April  1998,  the  American  Institute  of  Certified  Public
Accountants  issued  Statement  of  Position  98-5  ("SOP  98-5"),
"Reporting  of  the Costs of Start-up Activities."   SOP  98-5  is
effective  for  financial statements issued  for  years  beginning
after  December 15, 1998; therefore, the Company will be  required
to  implement its provisions by the first quarter of fiscal  2000.
At  that  time, the Company will be required to change the  method
currently  used to account for preopening costs.  The  application
of  SOP  98-5  will  result in deferred preopening  costs  on  the
Company's  consolidated balance sheet as of the date of  adoption,
net  of  related tax effects, being charged to operations  as  the
cumulative effect of a change in accounting principle.  Under  the
new   requirements  for  accounting  for  preopening  costs,   the
subsequent  costs  of  start-up activities  will  be  expensed  as
incurred. A resulting benefit of this change is the discontinuance
of amortization expense in subsequent periods. As of September 23,
1998, the balance of deferred preopening costs, net of related tax
effects,  is  approximately $6.3 million.  However,  the  ultimate
impact of adopting SOP 98-5 on the accounting for preopening costs
is  contingent upon the number of future restaurant  openings  and
thus, cannot be reasonably estimated at this time.

In  June  1998, the FASB issued Statement of Financial  Accounting
Standards  No.  133 ("SFAS No. 133"), "Accounting  for  Derivative
Instruments  and  Hedging Activities." SFAS  No.  133  establishes
accounting and reporting standards for derivative instruments  and
hedging  activities.  SFAS No. 133 is effective for the  Company's
first quarter financial statements in fiscal 2000.  The Company is
currently  not  involved  in  derivative  instruments  or  hedging
activities,  and  therefore,  will  measure  the  impact  of  this
statement as it becomes necessary.

FORWARD-LOOKING STATEMENTS

Certain  statements contained herein are forward-looking regarding
future   economic  performance,  restaurant  openings,   operating
margins, the availability of acceptable real estate locations  for
new  restaurants,  the  sufficiency  of  cash  balances  and  cash
generated  from  operating  and financing  activities  for  future
liquidity  and  capital resource needs, and other matters.   These
forward-looking  statements involve risks and  uncertainties  and,
consequently,  could  be affected by general business  conditions,
the  impact  of  competition,  the seasonality  of  the  Company's
business, governmental regulations, inflation, changes in economic
conditions,  consumer  perceptions  of  food  safety,  changes  in
consumer  tastes,  governmental  monetary  policies,  changes   in
demographic  trends,  impact  of the Year  2000,  availability  of
employees, or weather and other acts of God.


PART II.  OTHER INFORMATION



Item 6: EXHIBITS

Exhibit 27  Financial Data Schedule.  Filed with EDGAR version.

     (a)  Financial Data Schedule as of and for the 13-week period
ended September 23, 1998.

     (b)  Restated Financial Data Schedule as of and for the 13-week
period ended September 24, 1997.




                             SIGNATURES

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


                         BRINKER INTERNATIONAL, INC.


Date:  November 4, 1998  By:___________________________________________
                               Ronald A. McDougall, President and
                               Chief Executive Officer
                               (Duly Authorized Signatory)



Date:  November 4, 1998  By:____________________________________________
                               Russell G. Owens, Executive Vice President
                               and Chief Financial and Strategic Officer
                               (Principal Financial and Accounting Officer)

 

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED BALANCE SHEET AND RELATED CONDENSED CONSOLIDATED STATEMENT OF INCOME OF BRINKER INTERNATIONAL, INC. AS OF AND FOR THE 13-WEEK PERIOD ENDED SEPTEMBER 23, 1998, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1000 3-MOS JUN-30-1999 SEP-23-1998 56335 0 15366 (256) 15058 127048 1092720 (355155) 1046916 230535 157701 0 0 7815 597992 1046916 427546 432101 117760 375808 0 144 2062 31892 11067 20825 0 0 0 20825 0.32 0.31
 

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED BALANCE SHEET AND RELATED CONDENSED CONSOLIDATED STATEMENT OF INCOME OF BRINKER INTERNATIONAL, INC. AS OF AND FOR THE 13-WEEK PERIOD ENDED SEPTEMBER 24, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1000 3-MOS JUN-24-1998 SEP-24-1997 13604 17020 23182 (186) 12991 99589 1062563 (305220) 994124 156096 265662 0 0 7787 683290 994124 305108 375963 102693 330528 0 108 3739 25223 8702 16521 0 0 0 16521 0.25 0.25 Restated to reflect the adoption of Statement of Financial Accounting Standards No. 128, "Earnings Per Share."