As filed with the Securities and Exchange Commission on May 14, 1999
                                           Registration No. 33-63551
                                                              
             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
                        972-980-9917
(Address, including zip code, and telephone number, including area
     code, of registrant's principal executive offices)
                              
              _________________________________
                      Russell G. Owens
                Executive Vice President and
                   Chief Financial Officer
                 Brinker International, Inc.
                      6820 LBJ Freeway
                    Dallas, Texas  75240
                        972-980-9917
  (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  Crouch & Hallett, L.L.P.
General Counsel               717 N. Harwood Street, Suite 1400
Dallas, Texas  75240          Dallas, Texas  75201
972-980-9917                  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 20th  day  of
January, 1999.

                         BRINKER INTERNATIONAL, INC.



                         By:_________________________________
                            Russell G. Owens, 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 effective on the 20th day
of January, 1999.

Signature                                    Title



___________________________        President, Chief Executive
Ronald A. McDougall                Officer and Director 
                                   (Principal Executive Officer)


____________________________        Executive Vice President and
Russell G. Owens                    Chief Financial Officer
                                    (Principal Financial and
                                    Accounting Officer)


____________________________        Chairman of the Board
Norman E. Brinker



____________________________        Director
Donald J. Carty



____________________________        Director
Gerard V. Centioli



_____________________________       Director
Dan W. Cook, III



_____________________________       Director
J.M. Haggar, Jr.



_____________________________       Director
Frederick S. Humphries



_____________________________       Director
Ronald Kirk



_____________________________       Director
Jeffrey A. Marcus



_____________________________       Director
James E. Oesterreicher



_____________________________       Director
Roger T. Staubach