As filed with the Securities and Exchange Commission on December 1, 1995
                                                     Registration No. 33-42606

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                                 

                       POST-EFFECTIVE AMENDMENT NO. 1 TO
                                   FORM S-3

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          BRINKER INTERNATIONAL, INC.
            (Exact name of registrant as specified in its charter)

           Delaware                                      75-1914582
(State of incorporation)              (I.R.S. employer identification number)

                               6820 LBJ Freeway
                             Dallas, Texas  75240
                                 214-980-9917
      (Address, including zip code, and telephone number, including area
              code, of registrant's principal executive offices)

                                                     
                               Debra L. Smithart
                           Executive Vice President
                          Brinker International, Inc.
                               6820 LBJ Freeway
                             Dallas, Texas  75240
                                 214-980-9917
    (Name, address including zip code, and telephone number, including area
                          code, of agent for service)
                                                     
                                  Copies to:

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

      Approximate date of  commencement of proposed sale  to the public:   Not
applicable.

      If the only securities being  registered on this Form are  being offered
pursuant  to a  dividend  or interest  reinvestment  plans, please  check  the
following box. [ ]

      If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933,  other than  securities offered only  in connection with  dividend or
interest reinvestment plans, check the following box.  [ ]

      If this Form is filed to register additional securities  for an offering
pursuant to Rule 462(b) under  the Securities Act, please check  the following
box and list the Securities  Act registration number of the  earlier effective
registration statement for the same offering.  [ ]

      If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list  the Securities Act
registration statement number of  the earlier effective registration statement
for the same offering.  [ ]

      If delivery  of the prospectus is  expected to be made  pursuant to Rule
434, please check the following box.  [ ]


      The registrant  hereby withdraws the effectiveness  of this registration
statement.  The registrant  believes that all  of the shares registered  under
this registration statement have been  sold or, if shares remain  unsold, such
shares are eligible  for resale under Rule 144 of the  Securities Act of 1933,
as amended.


                                  SIGNATURES

      Pursuant  to the  requirements  of  the  Securities  Act  of  1933,  the
registrant has duly caused this post-effective  amendment to 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 30th day  of
November, 1995.

                                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 post-effective amendment  to this Registration Statement  has been signed
below by the  following persons  in the capacities  indicated on  November 30,
1995.

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


                                            Director
Gerard V. Centioli


                                            Director
Jack W. Evans, Sr.


                                            Director
Rae F. Evans


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


                                            Director
J. Ira Harris


                                            Director
Frederick S. Humphries


                                            Director
James E. Oesterreicher


 /Roger T. Staubach                         Director
Roger T. Staubach