SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 1, 2007

BRINKER INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

6820 LBJ Freeway

Dallas, Texas 75240

(Address of principal executive offices)

Registrant’s telephone number, including area code    972-980-9917

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Section 5 — Corporate Governance and Management.

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 1, 2007, the Board of Directors for Brinker International, Inc. (the “Registrant”) approved an amendment to the By-Laws of the Registrant changing the total number of directors constituting the whole Board of Directors to a range of not less than one nor more than ten.  Previously the By-Laws provided that the number could be between one and fifteen.  The change was adopted to make the By-Laws reflect the current practice regarding the total number of directors. A copy of the amended By-Law is attached hereto as Exhibit 99-1 to this Current Report on Form 8-K.

Section 7 — Regulation FD.

Item 7.01.  Regulation FD Disclosure.

The information contained in this Current Report on Form 8-K, including the Exhibits attached hereto, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.  Furthermore, the information contained in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

Additionally, on November 1, 2007, the Registrant issued a Press Release, attached as Exhibit 99-2 to this Current Report on Form 8-K, announcing the declaration of the Registrant’s quarterly dividend to common stock shareholders in the amount of $0.11 per share.  The dividend will be payable on December 17, 2007 to shareholders of record at the close of business on December 5, 2007.

Section 8 — Other Events.

Item 8.01.  Other Events.

Further, on November 1, 2007, the Registrant announced that it has completed the previously announced transaction with ERJ Dining.  Under the agreement, ERJ Dining acquired 76 company-owned Chili’s Grill & Bar restaurants for approximately $126 million.  In addition, ERJ Dining has entered into a development agreement to develop an additional 49 new franchised Chili’s locations.

Section 9 — Financial Statements and Exhibits.

Item 9.01.  Financial Statements and Exhibits.

(d)     Exhibits.

99-1   Amended By-Law

99-2   Press Release, dated November 1, 2007

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SIGNATURE

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

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Exhibit 99-1

Amended By-Law of
Brinker International, Inc.

ARTICLE III

BOARD OF DIRECTORS

Section 2.  Number, Qualification and Term of Office. The number of directors which shall constitute the whole Board of Directors shall not be less than one nor more ten...

EXHIBIT 99-2

FOR IMMEDIATE RELEASE

BRINKER INTERNATIONAL BOARD DECLARES 22

PERCENT INCREASE IN COMMON DIVIDEND

DALLAS (November 1, 2007) — The Board of Directors for Brinker International, Inc. (NYSE: EAT) declared a quarterly dividend of $0.11 per share on the common stock of the company. This represents a 22 percent increase over the prior quarter, which was $0.09 per share, and demonstrates the company’s continued commitment to return cash directly to shareholders.  Since its first dividend payment on Dec. 14, 2005, the company has paid a total of approximately $76 million in dividends to common shareholders.

The dividend will be paid on Dec. 17, 2007 to shareholders of record as of Dec. 5, 2007.

At the end of the first quarter of fiscal 2008, Brinker International either owned, operated, or franchised 1,827 restaurants under the names Chili’s Grill & Bar (1,383 units), Romano’s Macaroni Grill (241 units), On The Border Mexican Grill & Cantina (162 units), and Maggiano’s Little Italy (41 units).

The statements contained in this release that are not historical facts are forward-looking statements. These forward-looking statements involve risks and uncertainties and, consequently, could be affected by general business and economic conditions, the impact of competition, the impact of acquisitions and divestitures and other strategic transactions, the seasonality of  the company’s business, adverse weather conditions, future commodity prices, fuel and utility costs and availability, terrorists acts, consumer perception of food safety, changes in consumer taste and behavior,  health epidemics or pandemics, changes in demographic trends, availability of employees, unfavorable publicity, the company’s ability to meet its growth plan, acts of God, governmental regulations, and inflation.

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