UNITED STATES

             SECURITIES AND EXCHANGE COMMISSION

                    Washington, DC  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): September 10, 2001



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



     Delaware                1-10275                  75-1914582
(State or other       (Commission File Number)      (I.R.S. Employer
 jurisdiction of                                     Identification No.)
 incorporation or
   organization)


  6820 LBJ Freeway, Dallas, Texas                                75240
 (Address of Principal Executive Offices)                      (Zip Code)


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


Item 5.   Other Events and Regulation FD Disclosure

     Pursuant to Rule 135c of the Securities Act of 1933, as
     amended,  Brinker International, Inc. hereby files  its
     Press Release, dated September 10, 2001, announcing its
     intent  to  offer approximately $225 million in  senior
     convertible debentures (attached as Exhibit 99).

Item 7.   Financial Statements and Exhibits.

     (c)  Exhibits.

           99.  Brinker International, Inc. Press Release of
     September 10, 2001.


                              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.

                              BRINKER INTERNATIONAL, INC.,
                              a Delaware corporation




                              By: /s/ Charles M. Sonsteby
                                   Charles M. Sonsteby,
                                   Executive Vice President
                                   and Chief Financial Officer

Date: October 22, 2001

                           EXHIBIT 99


Contact: Tim Smith/Louis Adams, Media Relations     Chuck Sonsteby, Investor
          (972) 770-4959/(972) 770-4967              Relations
                                                     (972) 770-9406


    BRINKER INTERNATIONAL ANNOUNCES PROPOSED PRIVATE OFFERING
                OF SENIOR CONVERTIBLE DEBENTURES


     DALLAS (Sept. 10, 2001)  - Brinker International, Inc.

(NYSE: EAT), a leader in casual dining, announced today that it

intends, subject to market and other conditions, to raise a total

of approximately $225 million gross proceeds through a private

offering of Senior Convertible Debentures due 2021.  The Company

stated that it expects the terms of the offering will include an

over-allotment option for up to an additional $25 million

principal amount of Senior Convertible Debentures.  The offering

will be made only to qualified institutional buyers. The Company

stated that it intends to use the net proceeds of the offering

for repayment or retirement of existing indebtedness, acquisition

of certain assets from Sydran Group LLC, as previously announced,

purchases of outstanding common stock under the Company's Stock

Repurchase Plan and for general corporate purposes.  Any

purchases of common stock will be determined based upon

prevailing market conditions.

     The Company expects that the Senior Convertible Debenture

will be convertible into shares of its common stock if the sale

price of its common stock exceeds specified levels or in certain

other circumstances.  In addition, the Company expects that the

debentures will be redeemable at the Company's option beginning

in 2004, and that the holders may require the Company to

repurchase the debentures on specified dates in 2003, 2005, 2011

or 2016, and in certain other circumstances.

     The securities to be offered have not been registered under

the Securities Act of 1933, as amended (the "Securities Act"), or

any state securities laws, and unless so registered, may not be

offered or sold in the United States except pursuant to an

exemption from, or in a transaction not subject to, the

registration requirements of the Securities Act and applicable

state securities laws.

     This press release does not constitute an offer to sell or

the solicitation of an offer to buy any security and shall not

constitute an offer, solicitation or sale in any jurisdiction in

which such offering would be unlawful.

     Brinker International either owns, operates, or franchises

more than 1,100 restaurants under the names Chili's Grill & Bar,

Romano's Macaroni Grill, On The Border Mexican Grill & Cantina,

Cozymel's Coastal Mexican Grill, Maggiano's Little Italy, Corner

Bakery Cafe, Big Bowl, Rockfish Seafood Grill and EatZi's Market

and Bakery.

     Cautionary Statement:  The Company's statements in this

press release that are not historical facts and that relate to

future plans or events are forward-looking statements within the

meaning of the Private Securities Litigation Reform Act of 1995.

These forward-looking statements include Brinker's intention to

raise proceeds through the offering and sale of senior

convertible debentures, the intended use of proceeds and the

anticipated terms of such debentures.  There can be no assurance

that Brinker will complete the offering on the anticipated terms

or at all.  Brinker's ability to complete the offering will

depend, among other things, on market conditions.  In addition,

Brinker's ability to complete this offering and Brinker's

business are subject to the risks described in the Company's

filings with the Securities & Exchange Commission.