As filed with the Securities and Exchange Commission on November 29, 2000
                                           Registration No. 333-07481

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549
                  ________________________

              POST-EFFECTIVE AMENDMENT NO. 2 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  Hallett & Perrin, P.C.
General Counsel               717 N. Harwood Street, Suite 1400
Brinker International, Inc.   Dallas, Texas  75201
6820 LBJ Freeway              214-953-0053
Dallas, Texas  75240
972-980-9917

            _____________________________________

      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.  [  ]

       Brinker  International,  Inc.  (the  "Company")  hereby
deregisters 45,284 shares of Common Stock of the Company.   An
aggregate  of  322,580 shares of Common Stock were  registered
for sale on behalf of certain stockholders of the Company.  As
of the close of business on October 13, 2000, the offering was
terminated and a total of 277,296 shares of Common Stock  were
sold  by  the  selling shareholders.  The registrant  believes
that  the  shares being deregistered 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 _____  day  of
November, 2000.

                         BRINKER INTERNATIONAL, INC.



                         By:_________________________________
                            Russell G. Owens, Executive Vice
                            President and Chief Financial and
                            Strategic 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 _____ day
of November, 2000.

Signature                                    Title



 /s/ Ronald A. McDougall             Chairman of the Board and
Ronald A. McDougall                  Chief Executive Officer
                                    (Principal Executive Officer)



 /s/ Russell G. Owens                 Executive Vice President and
Russell G. Owens                      Chief Financial and
                                      Strategic Officer
                                     (Principal Financial and
                                      Accounting Officer)



 /s/ Douglas H. Brooks                President, Chief Operating
Douglas H. Brooks                     Officer and Director



 /s/ Donald J. Carty                  Director
Donald J. Carty




 /s/ Dan W. Cook, III                 Director
Dan W. Cook, III



 /s/ Marvin J. Girouard               Director
Marvin J. Girouard



 /s/ Frederick S. Humphries           Director
Frederick S. Humphries



 /s/ Ronald Kirk                      Director
Ronald Kirk



 /s/ Jeffrey A. Marcus                Director
Jeffrey A. Marcus



 /s/ James E. Oesterreicher           Director
James E. Oesterreicher



 /s/ Roger T. Staubach                Director
Roger T. Staubach