October 1, 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 the above referenced filing and have the following
comments.  We have limited our review of your June 30, 2004 Form 10-K
to only those issues addressed below and have the following comments.
Where expanded disclosure is requested, you may comply in future
quarterly and annual reports.  Where we have asked you to provide us
with supplemental information please be as detailed as necessary in
your explanation.   After reviewing this information, we may or may
not raise additional comments.

Please understand that the purpose of our review process is to assist
you in your compliance with the applicable disclosure requirements and
to enhance the overall disclosure in your filing.  We welcome any
questions you may have about our comments or on any other aspect of
our review.  Feel free to call us at the telephone numbers listed at
the end of this letter.

We look forward to working with you in these respects and welcome any
questions you may have about any aspects of our review.

* * * * * * * * * * * * * * * * * * * * * * *

RESTRUCTURING AND IMPAIRMENT CHARGES TAKEN IN 2003

Note 1 - Summary of Significant Accounting Policies

(d) Goodwill and Other Intangibles
1. Please confirm to us that your reporting units used in impairment
testing were selected using the criteria set forth in paragraphs 23-25
of SFAS 142.  Also, please supplementally describe the reporting units
used in your testing and how these were determined.  Furthermore,
please specifically disclose how fair value measurements are
determined in accordance with the guidance in paragraphs 23-25 of SFAS
142.  We may have further comment on your response.


Note 3 - Restructure Charges and Other Impairments

2. Please expand your disclosure regarding the $31.2 million
impairment of long lived assets to include a description of these
assets and the method or methods used in determining fair value.
Refer to paragraph 26 of SFAS 144.

3. We note that you decided to close 30 restaurants during the 2004
fiscal year, and that this decision was the result of a comprehensive
analysis that examined restaurants not meeting minimum returns on
investment and certain other operating thresholds.  Please
supplementally explain whether each concept president and vice
president uses these thresholds in their evaluation of the restaurants
falling under their control, how often and for how long these measures
have been used, and what how restaurants were chosen for closure.  For
example, explain to us if a certain number of years of below-level
performance was necessary for consideration, or if declining
performance (not necessarily below-level performance) was the
indicator.  Also, include in your response a discussion of any new
facts and circumstances present during fiscal 2004 that indicated
impairment existed that were not present in 2003 and prior.

4. We note from your discussion of the goodwill impairment charge of
$27 million taken on goodwill related to the Big Bowl concept that
your view of the brand`s competitive position and future development
have changed.  We also note that the closure of seven restaurants
constituted approximately 1/3 of the restaurants at the time (14
remain open as of June 30, 2004 per your disclosure in Item 2).
Please supplementally explain to us how you are changing the brand`s
future development plans and whether the closures of Big Bowl (or any
other concept closures) are in specific geographic areas.





OTHER
Note 1 (m) - Net Income per Share

5. Reference is made to the last sentence in the accounting policy
that states your contingently convertible debt securities are not
considered for purposes of diluted earnings per share unless the
required conversion criteria have been met.    From your disclosures
in note 7, we note that the approximate $430 million of convertible
senior debentures would be convertible into approximately 8 million
share of common stock if the conversion criteria were met.   In this
regard, we note that a conversion will materially impact diluted
earnings per share by reducing such amounts in each period.  Although
your current accounting treatment for earnings per share purposes is
appropriate, the Emerging Issues Task Force in Issue No. 04-8 has
reached a tentative conclusion that contingently convertible
securities should be included in the calculation of diluted earnings
per share, regardless of whether the contingencies have been met or
whether the market price contingency is substantive.   Furthermore,
this tentative conclusion, if finalized and ratified by the FASB,
would require retroactive restatement of diluted earnings per share.
In view of the significant impact that this EITF Issue would have on
your reported diluted earnings per share, we believe you should
provide separate discussion in MD&A of the reasonably expected impact
from this matter.  Specifically, you should disclose (i) the tentative
conclusion reached by the EITF on this Issue that requires
ratification by the FASB; (ii) how the issue will be treated on a
retroactive restatement basis, and (iii) the dollar ($) impact on you
prior interim and annual periods, if this tentative conclusion had
been effective currently.    Please revise accordingly.

Note 4- Goodwill and Intangibles

6. With respect to the $4.4 million of reacquired development rights,
it is unclear whether this involved the acquisition of a business.  In
this regard, the reacquisition of developer rights does not appear to
be the acquisition of a business because no incremental revenues will
result from such transactions.  We believe these types of transactions
may be more appropriately characterized as the termination of a
previous contractual arrangement and that, in such situations, any
related termination fees should not be capitalized.  These
transactions appear analogous to the termination of a management
contract intended to eliminate future management fees.  These types of
"one-time" termination fees are generally charged to expense.
Further, when a management contract is terminated, the related
management services are no longer provided.  Similarly, when you
reacquire developer rights, the contract previously granting those
rights is, in effect, terminated and the development efforts
previously provided by the area developer are discontinued.
Supplementally explain to us the nature of the transaction that
generated this intangible asset and your basis in the accounting
literature for capitalizing the cost of reacquiring development rights
or if after reconsidering your position, you deem it appropriate not
to capitalize such amounts, please revise you financial statements to
write-off the amounts, accordingly.  If management believes and can
support an assertion that such amounts are not material to results of
operations and financial condition, we would not object to a write-off
in the next quarterly reporting period.

Note 6 - Income Taxes

7. We note that "other" deferred tax assets and "other" deferred tax
liabilities comprise a significant portion (approximately 1/3 in each
case) of gross deferred tax assets and liabilities.  We also note the
description reads "other, net" in each case.  Please supplementally
tell us why these would be presented net in both assets and
liabilities, and furnish us with a schedule that details the
composition of these accounts.  In addition, your disclosure should be
revised to separately present each significant item.


* * * * * * * * * * * * * * * * * * * * * * *

We urge all persons who are responsible for the accuracy and adequacy
of the disclosure in the filings reviewed by the staff to be certain
that they have provided all information investors require.  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 filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff 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.

Please file your response to our comments via EDGAR within ten
business days from the date of this letter.  Please understand that we
may have additional comments after reviewing your response.  You may
contact Amy McGann at 202-942-2885 or me at 202-942-1952 if you have
questions or concerns as I supervised the review of your filing.

								Sincerely,



								Joseph Foti
								Senior Assistant Chief
Accountant

Brinker International
October 1, 2004
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