BRINKER INTERNATIONAL
                              LOGO



                        6820 LBJ Freeway
                      Dallas, Texas 75240
                         (972) 980-9917
                                                   September  22, 2000

Dear Shareholder:

      You  are cordially invited to attend the annual meeting  of
shareholders of Brinker International, Inc. (the "Company") to be
held  at  10:00  a.m.,  on Thursday, November  9,  2000,  at  the
Cinemark  17 Theater, located at 11819 Webb Chapel Road,  Dallas,
Texas.  The meeting is being held for the following purposes:

          (A)  to elect eleven directors of the Company
          to  serve  until the next annual  meeting  of
          shareholders; and

          (B)   to transact such other business as  may
          properly  come  before  the  meeting  or  any
          adjournment thereof.

      Our  agenda  for the meeting will also include a  strategic
overview of the Company.

      It  is  important  that your shares be represented  at  the
meeting,  whether or not you attend personally.  I  urge  you  to
sign,  date and return the enclosed proxy, or vote via  telephone
as set forth in the proxy, at your earliest convenience.

                                        Very truly yours,



                                        Norman E. Brinker
                                        Chairman of the Board





                    BRINKER INTERNATIONAL, INC.
                        6820 LBJ Freeway
                      Dallas, Texas 75240
                         (972) 980-9917



              NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                    To Be Held November 9, 2000



To our Shareholders:

       NOTICE  IS  HEREBY  GIVEN  that  the  annual  meeting   of
shareholders   of   Brinker  International,  Inc.,   a   Delaware
corporation  (the  "Company"), will be held at  the  Cinemark  17
Theater,  located  at 11819 Webb Chapel Road, Dallas,  Texas,  on
Thursday,  November 9, 2000, at 10:00 a.m., local time,  for  the
following purposes:

          (A)  to elect eleven directors of the Company
          to  serve  until the next annual  meeting  of
          shareholders; and

          (B)   to transact such other business as  may
          properly  come  before  the  meeting  or  any
          adjournment thereof.

      Only  shareholders of record at the close  of  business  on
September  11, 2000, are entitled to notice of, and to  vote  at,
the meeting or any adjournment thereof.

      It  is desirable that as large a proportion as possible  of
the  shareholders'  interests  be  represented  at  the  meeting.
Whether  or  not you plan to be present at the meeting,  you  are
requested  to sign and return the enclosed proxy in the  envelope
provided  (or  follow the instructions set forth in the  enclosed
proxy to vote your proxy by telephone) so that your stock will be
represented.  The giving of such proxy will not affect your right
to vote in person, should you later decide to attend the meeting.
Please date and sign the enclosed proxy and return it promptly in
the  enclosed envelope (or follow the instructions set  forth  on
the enclosed proxy to vote your proxy by telephone).

                              By Order of the Board of Directors,



                              Roger F. Thomson
                              Secretary

Dallas, Texas
September 22, 2000



                    BRINKER INTERNATIONAL, INC.
                        6820 LBJ Freeway
                      Dallas, Texas 75240
                         (972) 980-9917

                         ==============

                        PROXY STATEMENT
                              For
                 ANNUAL MEETING OF SHAREHOLDERS

                  To Be Held November 9, 2000

                         ==============

      This  Proxy  Statement is first being mailed  on  or  about
September  22,  2000,  to shareholders of Brinker  International,
Inc., a Delaware corporation (the "Company"), in connection  with
the  solicitation  of proxies by the Board of  Directors  of  the
Company for use at the annual meeting of shareholders to be  held
on  November 9, 2000.  Proxies in the form enclosed will be voted
at  the  meeting  if properly executed, returned to  the  Company
prior  to  the meeting, and not revoked, or if voted by telephone
in  accordance  with the instructions set forth in  the  enclosed
proxy,  and  not revoked.  The proxy may be revoked at  any  time
before  it  is  voted by giving written notice or a  subsequently
dated proxy (either by mail or by telephone), to the Secretary of
the Company, or voting in person.

                   OUTSTANDING CAPITAL STOCK

      The  record date for shareholders entitled to vote  at  the
annual meeting is September 11, 2000 (the "Record Date").  At the
close  of business on the Record Date, the Company had 66,056,817
shares  of Common Stock, $0.10 par value ("Common Stock"), issued
and outstanding and entitled to vote at the meeting.

               ACTION TO BE TAKEN AT THE MEETING

      The  annual meeting is being held to elect eleven directors
of  the  Company  to  serve  until the  next  annual  meeting  of
shareholders.  If any other matter or business is brought  before
the  meeting,  the  proxy holders may vote the proxies  at  their
discretion.   The directors do not know of any such other  matter
or business.

                       QUORUM AND VOTING

      The  presence, in person or by proxy, of the holders  of  a
majority  of  the outstanding shares of Common Stock  as  of  the
Record  Date  is necessary to constitute a quorum at  the  annual
meeting.   Abstentions  and  broker  non-votes  are  counted  for
purposes  of determining the presence or absence of a quorum  for
the  transaction of business.  However, only the number of shares
voted  in  person  or by proxy and abstentions  are  counted  for
purposes of determining the presence or absence of a quorum for a
specific  proposal.  A majority of the number of shares voted  in
person  or  by  proxy and abstentions must vote  in  favor  of  a
proposal  in  order  for  it  to be  approved.  In  deciding  all
questions, a holder of Common Stock is entitled to one  vote,  in
person or by proxy, for each share held in his or her name on the
Record Date.

                     PRINCIPAL SHAREHOLDERS

     The following table sets forth certain information as to all
persons  known by the Company to beneficially own more than  five
percent of the outstanding shares of Common Stock of the Company:

                                        Beneficial Ownership
Name and Address                 Number of Shares        Percent

FMR Corp.                          5,143,495 (1)          7.79%
82 Devonshire Street
Boston, Massachusetts  02109

Capital Research and Management    4,450,000 (2)          6.74%
  Company
333 South Hope Street
Los Angeles, California 90071




      (1) Based on information contained in Schedule 13G dated as
of March 31, 2000.

      (2) Based on information contained in Schedule 13G dated as
of December 31, 1999.



                SECURITY OWNERSHIP OF MANAGEMENT
                   AND ELECTION OF DIRECTORS

      Eleven  directors are to be elected at the  meeting.   Each
nominee  will  be  elected to hold office until the  next  annual
meeting  of shareholders.  To be elected a director, each nominee
must  receive a plurality of all of the votes cast at the meeting
for  the election of directors.  Should any nominee become unable
or  unwilling to accept nomination or election, the proxy holders
may vote the proxies for the election, in his stead, of any other
person  the Board of Directors may recommend.  All nominees  have
expressed  their  intention to serve the entire  term  for  which
election  is  sought.   The following table  sets  forth  certain
information  concerning  security  ownership  of  management  and
nominees for election as directors of the Company:


                   Number of Shares              Number Attributable to
                     of Common Stock               Options Exercisable
                  Beneficially Owned               Within 60  Days  of     Percent
Name              as of September 11, 2000 (1)(2)  September 11, 2000       of Class
                                                                  
Norman E. Brinker     1,346,112 (3)                        909,370            2.01%
Ronald A. McDougall     890,397                            819,400            1.33%
Douglas H. Brooks       503,454                            378,875              *
Todd E. Diener           96,660                             66,411              *
Russell G. Owens        215,619                            171,175              *
Roger F. Thomson         43,812                             25,000              *
Donald J. Carty          18,584                              7,818              *
Dan W. Cook, III          7,997                              7,997              *
Marvin J. Girouard        1,149                                  0              *
Frederick S. Humphries   25,283                             25,000              *
Ronald Kirk               6,291                              5,525              *
Jeffrey A. Marcus        10,000                                  0              *
James E. Oesterreicher   15,649                             14,000              *
Roger T. Staubach        40,031                             27,999              *

All executive officers
  and directors as a
  group (18 persons)   3,761,061  (3)                    2,769,445            5.46%


    *    Less than one percent

     (1)  Beneficial ownership has been determined in accordance with
     the  rules of the Securities and Exchange Commission.  Except  as
     noted,  and except for any community property interests owned  by
     spouses,  the listed individuals have sole investment  power  and
     sole  voting  power as to all shares of stock of which  they  are
     identified as being the beneficial owners.

     (2)  Includes shares of Common Stock which may be acquired by
     exercise  of  options  vested,  or  vesting  within  60  days  of
     September  11,  2000,  under the Company's 1983  Incentive  Stock
     Option  Plan,  1992 Incentive Stock Option Plan  and  1991  Stock
     Option  Plan  for  Non-Employee  Directors  and  Consultants,  as
     applicable.

    (3)  Includes 20,250 shares of Common Stock held of record by a family
    trust of which Mr. Brinker is trustee.

      The  Company  has established a guideline that  all  senior
officers of the Company own stock in the Company, believing  that
it  is  important to further encourage and support  an  ownership
mentality among the senior officers that will continue  to  align
their  personal financial interests with the long-term  interests
of  the  Company's shareholders.  Pursuant to the guideline,  the
minimum amount of Company Common Stock that a senior officer will
be  encouraged  to  own  will  be determined  by  such  officer's
position within the Company as well as annual compensation.   The
Company  has  established  a program with  a  third-party  lender
pursuant  to  which the senior officers will be  able  to  obtain
financing  for  purposes of attaining the stock ownership  levels
referred to above.  Any loans obtained by such senior officers to
finance  such stock acquisitions are facilitated by  the  Company
pursuant to an agreement in which the senior officer pledges  the
underlying  stock  and  future incentive payments  which  may  be
receivable from the Company as security for the loan.


                DIRECTORS AND EXECUTIVE OFFICERS

Directors

      A  brief  description of each person nominated to become  a
director  of  the  Company is provided below.  All  nominees  are
currently  serving  as  directors of the Company.   Each  of  the
current directors was elected at the last annual meeting  of  the
Company's shareholders held on November 4, 1999.

      Norman E. Brinker, 69, has served as Chairman of the  Board
of  Directors since 1983. He was also Chief Executive Officer  of
the  Company from September 1983 to June 1995, with the exception
of  a  brief period during which he was incapacitated due  to  an
injury.  Mr. Brinker is a member of the Executive and  Nominating
Committees  of the Company. He was the founder of S&A  Restaurant
Corp.  in  1966,  and  served as its Chairman  of  the  Board  of
Directors  and  Chief Executive Officer from 1977  through  1983.
From  1982  through 1983, Mr. Brinker served as Chairman  of  the
Board  of  Directors and Chief Executive Officer of  Burger  King
Corporation,  while  simultaneously  occupying  the  position  of
President of The Pillsbury Company Restaurant Group. Mr.  Brinker
currently serves as a member of the Board of Directors of  Haggar
Clothing Company and Petsmart, Inc.

     Ronald A. McDougall, 58, was elected Vice Chairman and Chief
Executive  Officer  in  January 1999, having  formerly  held  the
office  of  President and Chief Executive Officer of the  Company
since  June  1995 and President and Chief Operating Officer  from
1986  to  1995.   Mr. McDougall joined the Company  in  1983  and
served  as  Executive  Vice President - Marketing  and  Strategic
Development until his promotion to President.  Prior  to  joining
the  Company,  Mr. McDougall held senior management positions  at
Proctor  and  Gamble,  Sara Lee, The Pillsbury  Company  and  S&A
Restaurant  Corp.  Mr. McDougall has served as a  member  of  the
Board  of Directors of the Company since 1983 and is a member  of
the  Executive  and  Nominating Committees of  the  Company.  Mr.
McDougall  also  serves on the Board of Trustees  of  the  Cooper
Institute for Aerobics Research.

      Douglas H. Brooks, 48, became President and Chief Operating
Officer  of the Company in January 1999.  Previously, Mr.  Brooks
served  as  Chili's Grill & Bar ("Chili's") President  from  June
1994 to May 1998 and Executive Vice President and Chief Operating
Officer  from May 1998 until January 1999. Mr. Brooks joined  the
Company  as  an  Assistant Manager in 1978 and  was  promoted  to
General Manager later that year. He was named Area Supervisor  in
1979,  Regional Director in 1982, Senior Vice President - Central
Region  Operations in 1987, and Senior Vice President  -  Chili's
Operations  in  1992.   He  held  this  position  until  becoming
President of Chili's in 1994. Mr. Brooks serves on the  Board  of
Directors  of Limbs for Life and Circle Ten Council - Boy  Scouts
of America and is a member of the Professional Advisory Board for
St. Jude Children's Research Hospital.

     Donald J. Carty, 54, was named Chairman, President and Chief
Executive Officer of AMR Corp. and American Airlines, Inc. in May
1998,  after serving as President from March 1995 until May 1998.
From  1989  to  1995, he served American Airlines, Inc.  and  AMR
Corp.  as  Executive Vice President - Finance and  Planning.   He
joined  American in 1978 and held numerous finance  and  planning
positions,  with the exception of a two-year hiatus as  President
and Chief Executive Officer of CP Air in Canada. He serves on the
Board  of Directors of Dell Computer Corporation and is a  member
of  the  Dallas  Citizens  Council  and  the  Southern  Methodist
University Board of Trustees.  Mr. Carty has served on the  Board
of  Directors  since June 1998 and is a member of  the  Executive
Committee of the Company.

     Dan W. Cook, III, 65, is a Senior Director of Goldman Sachs,
an  investment banking firm.  Mr. Cook joined Goldman Sachs Group
in  1961 and was a general partner when he retired in 1992.   Mr.
Cook is a member of the Executive and Compensation Committees  of
the  Company and has served as a member of the Board of Directors
since  October  1997.   Mr. Cook also  serves  on  the  Board  of
Directors for Centex Corporation and GreatLodge.com.  Mr. Cook is
a   member  of  the  Board  of  Trustees  of  Southern  Methodist
University  as well as Vice-Chair of the Edwin L. Cox  School  of
Business Executive Board.

     Marvin J. Girouard, 61, is the Chairman, President and Chief
Executive Officer of Pier 1 Imports, Inc., having been elected to
the  position of Chairman in February 1999, President  in  August
1988  and  Chief  Executive Officer in June 1998.   Mr.  Girouard
previously served as Chief Operating Officer from 1988  to  1998.
Mr.  Girouard joined Pier 1 Imports in 1975 and has served on its
Board of Directors since 1988.  He serves as a Director for Tandy
Brands  Accessories,  Inc.  and is  a  member  of  the  Executive
Committee for the United States Committee for UNICEF - The United
Nations Children's Emergency Fund.  Mr. Girouard has served as  a
member  of the Board of Directors since September 1998 and  is  a
member of the Audit, Compensation and Executive Committees of the
Company.

      Frederick S. Humphries, 64, is the President of Florida A&M
University  in  Tallahassee, Florida, having held  this  position
since   1985.    Prior   to  joining  Florida   A&M   University,
Dr.  Humphries  was  President of Tennessee State  University  in
Nashville for over 10 years.  Dr. Humphries serves as a member of
the  USDA  Task Force of 1890 Land-Grant Institutions in addition
to  being  involved  in  various civic and community  activities.
Dr. Humphries has served on the Board of Directors of the Company
since  May  1994  and is a member of the Audit Committee  of  the
Company.   He  is  also  a member of the Board  of  Directors  of
WalMart, Inc.

      Ronald  Kirk, 46, is currently Mayor of the City of  Dallas
and  a partner in the law firm of Gardere & Wynne, L.L.P.  He was
elected  Mayor  in 1995, and previously served  as  Secretary  of
State  of  the  State of Texas from 1994 to 1995.  Mr.  Kirk  was
engaged in the private practice of law from 1989 to 1994,  served
as an Assistant City Attorney for Dallas from 1983 to 1989 and as
a  legislative aide to U.S. Senator Lloyd Bentsen  from  1983  to
1989.   Mayor  Kirk is an honors graduate of Austin  College  and
earned  his law degree from The University of Texas.  Mayor  Kirk
has served on the Board of Directors since January 1997 and is  a
member of the Nominating Committee of the Company.

      Jeffrey  A. Marcus, 53, is the Chairman and Chief Executive
Officer  of  eVentures  Group, Inc., an  internet  communications
holding  company, a position he has held since  April  2000.   He
previously  served as a Partner of Marcus & Partners,  a  private
equity  investment  firm, from March 1999 until  April  2000  and
President  and  Chief Executive Officer of AMFM,  Inc.  (formerly
Chancellor  Media Corporation), from May 1998 until  March  1999.
Previously,  Mr.  Marcus  was  Chairman,  President   and   Chief
Executive Officer of Marcus Cable Company, a company he formed in
1990  after  spending more than 20 years in the cable  television
industry.   Mr. Marcus is active in several civic and  charitable
organizations.  Mr. Marcus has served on the Board  of  Directors
since  January  1997  and  is  a  member  of  the  Executive  and
Nominating Committees of the Company.

      James E. Oesterreicher, 59, is the Retired Chairman of  the
Board of J.C. Penney Company, Inc., having served as Chairman  of
the  Board  and Chief Executive Officer from January  1997  until
September 2000 and Vice Chairman and Chief Executive Officer from
January  1995  until January 1997.  Mr. Oesterreicher  served  as
President of JCPenney Stores and Catalog from 1992 to 1995 and as
Director of JCPenney Stores from 1988 to 1992.  Mr. Oesterreicher
has been with the J.C. Penney Company since 1964 where he started
as  a  management trainee.  He serves as a Director  for  various
entities, including The Dial Corporation, TXU Corp., Texas Health
Resources, National Retail Federation, Circle Ten Council  -  Boy
Scouts  of America, March of Dimes Birth Defects Foundation,  and
The Conference Board. Mr. Oesterreicher has served as a member of
the  Board of Directors of the Company since May 1994  and  is  a
member  of  the Audit, Compensation and Nominating Committees  of
the Company.

      Roger  T. Staubach, 58, has been Chairman of the Board  and
Chief Executive Officer of The Staubach Company, a national  real
estate company specializing in tenant representation, since 1982.
Mr.  Staubach  is a 1965 graduate of the U.S. Naval  Academy  and
served  four years in the Navy as an officer.  In 1968, he joined
the  Dallas Cowboys professional football team as quarterback and
was elected to the National Football League Hall of Fame in 1985.
He  currently  serves  on  the Board  of  Directors  of  American
AAdvantage  Funds  and is active in numerous civic,  charity  and
professional  organizations. He has served as  a  member  of  the
Board  of Directors of the Company since 1993 and is a member  of
the Nominating Committee of the Company.

Executive Officers

      The following persons are executive officers of the Company
who  are  not  nominated  to  serve on  the  Company's  Board  of
Directors:

      Kenneth D. Dennis, 47, has been Mexican Concepts (Cozymel's
Coastal  Mexican  Grill ("Cozymel's") and On The  Border  Mexican
Grill  & Cantina) President since October 1999, having previously
served  as  Cozymel's President since September 1997, and  Senior
Vice  President  and Chief Operating Officer of  Cozymel's  since
February  1997.  Mr. Dennis joined the Company as  a  Manager  in
1976  and was named General Manager in 1978, Director of Internal
Systems  in 1979, and Director of Marketing in 1983.  Mr.  Dennis
was promoted to Vice President of Marketing in 1986 and to Senior
Vice  President of Marketing in 1993, a position  he  held  until
February 1997.

      Todd  E.  Diener,  43,  was elected  Chili's  Grill  &  Bar
President in May 1998, having previously served as Chili's Senior
Vice President and Chief Operating Officer since July 1996.   Mr.
Diener  joined the Company as a Chili's Manager Trainee  in  1981
and  was  promoted to General Manager in 1983, Area  Director  in
1985,  and Regional Director in 1987. Mr. Diener became  Regional
Vice President in 1989, a position he held until July 1996.

      John  C. Miller, 45, has served as Romano's Macaroni  Grill
President  since April 1997.  Mr. Miller joined  the  Company  as
Vice President-Special Concepts in 1987.  In 1988, he was elected
Vice  President  -  Joint Venture/Franchise and  served  in  this
capacity until 1993 when he was promoted to Senior Vice President
- -  New  Concept  Development.  Mr. Miller was named  Senior  Vice
President   -  Mexican  Concepts  in  September  1994   and   was
subsequently  elected Senior Vice President and Mexican  Concepts
President  in October 1995, a position he held until April  1997.
Prior  to  joining  the  Company, Mr. Miller  worked  in  various
capacities with the Taco Bueno Division of Unigate Restaurants.

     Russell G. Owens, 41, has served as Executive Vice President
and  Chief Financial and Strategic Officer since September  1997.
Mr.  Owens  joined  the Company in 1983 as  Controller.   He  was
elected Vice President of Planning in 1986 and Vice President  of
Operations  Analysis in 1991.  Mr. Owens was promoted  to  Senior
Vice  President  of  Operations Analysis in 1993  and  was  named
Senior Vice President of Strategic Development - Italian Concepts
in  1996,  a position he held until being elected Chief Strategic
Officer  in  June 1997. Prior to joining the Company,  Mr.  Owens
worked for the public accounting firm, Deloitte & Touche.

       Roger  F.  Thomson,  51,  has  served  as  Executive  Vice
President,  Chief  Administrative Officer,  General  Counsel  and
Secretary  since June 1996.  Mr. Thomson joined  the  Company  as
Senior Vice President, General Counsel and Secretary in 1993  and
was  promoted  to Executive Vice President, General  Counsel  and
Secretary  in  1994.  Mr. Thomson served as  a  Director  of  the
Company  from 1993 until 1995.  From 1988 until 1993, Mr. Thomson
served  as  Senior Vice President, General Counsel and  Secretary
for  Burger  King Corporation.  Prior to 1988, Mr. Thomson  spent
ten  years at S & A Restaurant Corp. where he was Executive  Vice
President, General Counsel and Secretary.

      Mark  F. Tormey, 47, has served as Maggiano's Little  Italy
President  since  November 1997, having  joined  the  Company  as
Senior  Vice President and Chief Operating Officer of  Maggiano's
Little  Italy in 1995. Prior to joining the Company,  Mr.  Tormey
worked for Lettuce Entertain You Enterprises, Inc. since 1979. In
1991,  Mr.  Tormey  opened  the  first  Maggiano's  Little  Italy
restaurant and worked with the Maggiano's Little Italy  group  at
Lettuce Entertain You Enterprises, Inc. until its acquisition  by
the Company in 1995.

      David  Wolfgram,  42,  has served  as  Corner  Bakery  Cafe
("Corner  Bakery") President since November 1997,  having  joined
the  Company as Senior Vice President and Chief Operating Officer
of  Corner  Bakery in August 1995.  Mr. Wolfgram  joined  Lettuce
Entertain  You  Enterprises, Inc. in  1980  and  served  as  Vice
President  and  Managing  Partner  with  Lettuce  Entertain   You
Enterprises, Inc. from 1989 until Corner Bakery was  acquired  by
the Company in August 1995.

Classes of Directors

      For  purposes of determining whether non-employee directors
will  be nominated for reelection to the Board of Directors,  the
non-employee directors have been divided into four classes.  Each
non-employee  director will continue to be subject to  reelection
by  the  shareholders of the Company each year. However, after  a
non-employee  director has served on the Board of  Directors  for
four years, such director shall be deemed to have been advised by
the  Nominating  Committee that he or  she  will  not  stand  for
reelection  at the subsequent annual meeting of shareholders  and
shall  be considered a "Retiring Director." Notwithstanding  this
policy,  the  Nominating  Committee  may  determine  that  it  is
appropriate  to  renominate any or all of the Retiring  Directors
after  first  considering the appropriateness of  nominating  new
candidates  for  election to the Board of  Directors.   Mr.  J.M.
Haggar,  Jr. is a Retiring Director and is leaving the  Board  of
Directors  after fifteen years of service.  The four  classes  of
non-employee   directors  are  as  follows:   Messrs.   Girouard,
Humphries  and  Oesterreicher  comprise  Class  1  and  will   be
considered  Retiring  Directors  as  of  the  annual  meeting  of
shareholders  following the end of the 2002 fiscal  year.   There
are  no  members  of Class 2. Messrs.  Kirk and  Marcus  comprise
Class  3  and  will be considered Retiring Directors  as  of  the
annual  meeting  of shareholders following the end  of  the  2004
fiscal  year.  Messrs. Carty, Cook and Staubach comprise Class  4
and  will  be  considered Retiring Directors  as  of  the  annual
meeting  of  shareholders following the end of  the  2001  fiscal
year.

Committees of the Board of Directors

      The  Board  of Directors of the Company has established  an
Executive Committee, Audit Committee, Compensation Committee, and
Nominating   Committee.   The  Executive   Committee   (currently
comprised  of Messrs. Brinker, McDougall, Carty, Cook,  Girouard,
and  Marcus) met one time during the fiscal year.  The  Executive
Committee  reviews material matters during the intervals  between
Board meetings, provides advice and counsel to Company management
during such intervals, and has the authority to act for the Board
on  most matters during the intervals between Board meetings.  In
addition,  the Executive Committee is also charged with  assuring
that  the  Company has a satisfactory succession management  plan
for all key management positions.

      All of the members of the Audit and Compensation Committees
are  directors  independent of management who are not  and  never
have  been  officers  or  employees of  the  Company.  The  Audit
Committee  is  currently comprised of Messrs.  Girouard,  Haggar,
Humphries,  and Oesterreicher, and it met five times  during  the
fiscal year.  Included among the functions performed by the Audit
Committee are: the review with independent auditors of the  audit
strategy,  plan  and scope and the results of  the  annual  audit
conducted   by  such  independent  auditors,  consideration   and
recommendation  to the Board of the selection of the  independent
auditors for the next fiscal year, the review with management and
the  independent auditors of the annual financial  statements  of
the Company, and the review of the scope and adequacy of internal
audit activities.

       The  Compensation  Committee  is  currently  comprised  of
Messrs.  Cook,  Girouard, Haggar and Oesterreicher,  and  it  met
three  times during the fiscal year.  Functions performed by  the
Compensation Committee include: reviewing the performance of  the
Chief  Executive  Officer,  approving key  executive  promotions,
ensuring   the  reasonableness  and  appropriateness  of   senior
management  compensation arrangements and levels,  the  adoption,
amendment  and  administration  of  stock-based  incentive  plans
(subject  to shareholder approval where required), management  of
the  various stock option plans of the Company, approval  of  the
total  number of available shares to be used each year in  stock-
based  plans,  and  approval  of the adoption  and  amendment  of
significant  compensation  plans.  The  specific  nature  of  the
Committee's responsibilities as they relate to executive officers
is set forth below under "Report of the Compensation Committee."

     The purposes of the Nominating Committee are to recommend to
the  Board of Directors potential members to be added as  new  or
replacement  members  to the Board of Directors,  to  review  the
compensation  paid  to  non-management  Board  members,  and   to
recommend  corporate governance guidelines to the full  Board  of
Directors.  The Nominating Committee will consider a shareholder-
recommended nomination for director to be voted upon at the  2001
annual  meeting  of shareholders provided that the recommendation
must  be  in  writing,  set forth the name  and  address  of  the
nominee,  contain  the consent of the nominee to  serve,  and  be
submitted on or before May 25, 2001.  The Nominating Committee is
composed   of   Messrs.   Brinker,   McDougall,   Kirk,   Marcus,
Oesterreicher,  and  Staubach and it met  two  times  during  the
fiscal year.

      During  the fiscal year ended June 28, 2000, the  Board  of
Directors held four meetings; each incumbent director attended at
least  75%  of  the aggregate total of meetings of the  Board  of
Directors and Committees on which he served.

Directors' Compensation

      Directors  who  are  not employees of the  Company  receive
$1,000  for  each meeting of the Board of Directors attended  and
$1,000  for  each  meeting  of any  committee  of  the  Board  of
Directors  attended.  The Company also reimburses  directors  for
costs incurred by them in attending meetings of the Board.

      Directors  who  are  not employees of the  Company  receive
grants  of  stock options or restricted stock under the Company's
1999  Stock Option and Incentive Plan for Non-Employee  Directors
and  Consultants.  A new director who is not an employee  of  the
Company will receive as compensation (a) 20,000 stock options  at
the  beginning of such director's term, and (b) an annual payment
of  $36,000, at least 25% of which must be taken in the  form  of
stock options or restricted stock.  If a director is appointed to
the  Board  of  Directors at any time other  than  at  an  annual
meeting  of  shareholders, the director will receive  a  prorated
portion  of the annual cash compensation for the period from  the
date  of election or appointment to the Board of Directors  until
the  meeting of the Board of Directors held contemporaneous  with
the next annual meeting of shareholders.  If a director elects to
receive  cash,  the first payment will be made at  the  Board  of
Directors'  meeting  held contemporaneous with  the  next  annual
meeting of shareholders.  The stock options and restricted  stock
will be granted as of the sixtieth day following such meeting (or
if  the sixtieth day is not a business day, on the first business
day thereafter) at the fair market value of the underlying Common
Stock on the date of grant.  One-third of the stock options  will
vest on each of the second, third and fourth anniversaries of the
date  of  grant.  All of the restricted stock will  vest  on  the
fourth  anniversary of the date of grant.  If  a  director  is  a
Retiring  Director who is being nominated for an additional  term
on  the  Board of Directors, each such renominated director  will
receive  an  additional  grant of 10,000  stock  options  at  the
beginning of such director's new term.

                     EXECUTIVE COMPENSATION

      The  following  summary compensation table sets  forth  the
annual  compensation  for the Company's five highest  compensated
executive officers, including the Chief Executive Officer,  whose
salary and bonus exceeded $100,000 in fiscal 2000.

                    Summary Compensation Table

                                                                   Long-Term Compensation
                                                               Awards            Payouts
                                                      Restricted    Securities  Long-Term
                               Annual Compensation     Stock        Underlying  Incentive     All Other
Name and Principal      Year    Salary     Bonus      Awards (1)     Options     Payouts    Compensation (2)
 Position

                                                                         
Ronald A. McDougall
 Vice Chairman and     2000   $ 978,462  $1,357,616   $973,204       120,000     $174,187     $ 29,112
 Chief Executive       1999   $ 929,154  $1,080,142   $  0           200,000     $106,100     $ 20,652
 Officer               1998   $ 861,442  $1,033,731   $  0           200,000     $ 76,633     $ 30,397

Douglas H. Brooks
 President and         2000   $ 624,231  $  866,121   $605,398        75,000     $110,050     $ 19,803
 Chief Operating       1999   $ 541,154  $  555,515   $  0           125,000     $ 69,505     $ 17,491
 Officer               1998   $ 387,308  $  255,623   $  0            60,000     $ 45,980     $ 16,595

Russell G. Owens
 Executive Vice        2000   $ 398,462  $  368,578   $435,337        50,000     $ 66,504     $ 16,124
 President and Chief   1999   $ 350,000  $  271,251   $  0            75,000     $ 62,898     $ 14,220
 Financial and         1998   $ 286,577  $  229,262   $  0            50,000     $ 37,473     $ 13,319
 Strategic Officer

Roger F. Thomson
 Executive Vice        2000   $ 374,231  $  346,164   $320,804        31,000     $ 45,914     $ 33,886
 President, Chief      1999   $ 349,885  $  271,161   $  0            50,000     $ 79,575     $ 13,909
 Administrative        1998   $ 334,692  $  267,754   $  0            50,000     $ 57,475     $ 16,501
 Officer, General
 Counsel and Secretary

Todd E. Diener
 Chili's Grill &       2000   $ 355,962  $  293,354   $200,731        25,000     $107,346     $ 57,531
 Bar President         1999   $ 330,673  $  259,929   $  0            60,000     $  0         $ 16,840
                       1998   $ 231,385  $  160,917   $  0            20,000     $  0         $ 11,179


(1)   Restricted stock was granted to the named officers on  August
13,  1999 and November 4, 1999 and such restricted stock is  valued
at  the  closing  price of the Company Common Stock  on  the  grant
dates.   Mr.  McDougall  was awarded 39,700  shares  of  restricted
stock  during  the last fiscal year, 6,210 shares of  which  vested
on  August 13, 2000, 3,105 shares of which will vest on August  13,
2001,  15,193  shares of which will vest on November 4,  2001,  and
15,192  shares of which will vest on November 4, 2002.  Mr.  Brooks
was  awarded  24,700  shares of restricted stock  during  the  last
fiscal  year,  3,806  shares of which vested on  August  13,  2000,
1,903  shares  of which will vest on August 13, 2001, 9,496  shares
of  which will vest on November 4, 2001, and 9,495 shares of  which
will  vest  on  November  4, 2002.  Mr. Owens  was  awarded  17,754
shares  of  restricted  stock during the last  fiscal  year,  3,105
shares  of which vested on August 13, 2000, 1,552 shares  of  which
will  vest on August 13, 2001, 6,549 shares of which will  vest  on
November  4, 2001, and 6,548 shares of which will vest on  November
4,  2002.   Mr.  Thomson  was awarded 13,013 shares  of  restricted
stock  during  the last fiscal year, 3,105 shares of  which  vested
on  August 13, 2000, 1,552 shares of which will vest on August  13,
2001,  4,178  shares of which will vest on November  4,  2001,  and
4,178  shares of which will vest on November 4, 2002.   Mr.  Diener
was  awarded  8,180  shares of restricted  stock  during  the  last
fiscal  year, 1,402 shares of which vested on August 13, 2000,  701
shares  of  which  will vest on August 13, 2001,  3,039  shares  of
which  will  vest  on November 4, 2001, and 3,038 shares  of  which
will  vest  on  November  4,  2002.  The  aggregate  value  of  the
restricted  stock owned by each of the named executive officers  at
the  end  of  the  last  fiscal year (at $29.5625  per  share)  was
$1,173,631  for  Mr. McDougall, $730,194 for Mr.  Brooks,  $524,321
for  Mr.  Owens,  $384,697 for Mr. Thomson  and  $241,821  for  Mr.
Diener.   If  dividends  are  paid by the  Company  on  its  Common
Stock,  the owners of restricted stock will be entitled to  receive
dividends  on shares of restricted stock owned by them.  For  those
named  officers  who have compensation in excess of  $1,000,000  in
any  year  in  which shares of restricted stock  are  granted,  the
vesting  of  such  restricted stock shall occur on  the  designated
vesting dates only if performance objections are allocated.

(2)     All other compensation represents Company match on deferred
compensation  and various fringe benefits including  car  allowance
and  reimbursement of tax preparation, financial  planning,  health
club  expenses  and,  in the case of Mr. Diener  for  fiscal  2000,
reimbursement of relocation expenses.



Option Grants During 2000 Fiscal Year

      The following table contains certain information concerning
the grant of stock options pursuant to the Company's Stock Option
and  Incentive Plan to the executive officers named in the  above
compensation table during the Company's last fiscal year.


                               % of Total                                   Realizable Value of
                                 Options                                  Assumed Annual Rates of
                               Granted to                                 Stock Price Appreciation
                    Options   Employees in   Exercise or   Expiration       for Option Term (1)
Name                Granted    Fiscal Year    Base Price     Date               5%            10%

                                                                        
Ronald A. McDougall 120,000       7.19%        $24.1875     11/04/09       $1,825,368     $4,625,832
Douglas H. Brooks    75,000       4.49%        $24.1875     11/04/09       $1,140,855     $2,891,145
Russell G. Owens     50,000       2.99%        $24.1875     11/04/09       $  760,570     $1,927,430
Roger F. Thomson     31,000       1.86%        $24.1875     11/04/09       $  471,553     $1,195,007
Todd E. Diener       25,000       1.50%        $24.1875     11/04/09       $  380,285     $  963,715



(1)     The  dollar amounts under these columns are the  result  of
calculations  at  the 5% and 10% rates set by  the  Securities  and
Exchange  Commission and, therefore, are not intended  to  forecast
possible future appreciation, if any, of the Company's stock price.


Stock Option Exercises and Fiscal Year End Value Table

      The  following  table shows stock option exercises  by  the
named  officers  during  the  last  fiscal  year,  including  the
aggregate  value of gains on the date of exercise.  In  addition,
this  table  includes  the  number  of  shares  covered  by  both
exercisable and non-exercisable stock options at fiscal year end.
Also  reported  are the values for "in-the-money"  options  which
represent the position spread between the exercise price  of  any
such  existing options and the $29.5625 fiscal year end price  of
the Company's Common Stock.

                                                Number of Unexercised          Value of Unexercised
                        Shares                       Options at              In-the-Money Options at
                       Acquired      Value         Fiscal Year End                Fiscal Year End
Name                  On Exercise   Realized   Exercisable   Unexercisable  Exercisable  Unexercisable

                                                                        
Ronald A. McDougall    335,000     $6,407,263    777,500         545,000     $9,324,611   $4,834,063
Douglas H. Brooks       50,625     $1,085,957    348,875         260,000     $5,206,085   $1,718,438
Russell G. Owens        20,000     $  322,225    155,708         180,000     $2,301,523   $1,365,625
Roger F. Thomson       247,500     $2,467,829          0         136,000     $        0   $1,193,188
Todd E. Diener          18,202     $  194,988     56,411          95,000     $  841,700   $  458,750



              REPORT OF THE COMPENSATION COMMITTEE

Compensation Philosophy

      The executive compensation program is designed as a tool to
reinforce  the Company's strategic principles - to be a  premiere
and  progressive growth company with a balanced approach  towards
people,  quality  and  profitability  and  to  enhance  long-term
shareholder  value.  To this end, the following  principles  have
guided the development of the executive compensation program:

    Provide  competitive levels of compensation  to  attract  and
     retain  the best qualified executive talent.  The  Committee
     strongly   believes  that  the  caliber  of  the   Company's
     management  group  makes  a significant  difference  in  the
     Company's sustained success over the long term.

    Embrace   a   pay-for-performance   philosophy   by   placing
     significant  amounts of compensation "at risk"  -  that  is,
     compensation  payouts to executives will vary  according  to
     the overall performance of the Company.

    Directly   link   executives'   interests   with   those   of
     shareholders   by  providing  opportunities  for   long-term
     incentive  compensation  based  on  changes  in  shareholder
     value.

       The   executive  compensation  program  is   intended   to
appropriately  balance the Company's short-term  operating  goals
with its long-term strategy through a careful mix of base salary,
annual  cash  incentives  and long-term performance  compensation
including cash incentives, stock options and shares of restricted
stock.

Base Salaries

       Executives'  base  salaries  and  total  compensation  are
targeted  to be competitive between the 75th and 90th percentiles
of  the market for positions of similar responsibility and  scope
to  reflect  the  exceptionally high level  of  executive  talent
required  to execute the growth plans of the Company. Positioning
executives'  base  salaries  at these  levels  is  necessary  for
attracting,   retaining  and  motivating  executives   with   the
essential qualifications for managing the Company's growth.   The
Company  defines  the relevant labor market  for  such  executive
talent  through  the use of third-party executive salary  surveys
that  reflect  both the chain restaurant industry as  well  as  a
broader   cross-section  of  companies  from   many   industries.
Individual  base  salary  levels are  determined  by  considering
market data for each officer's position, level of responsibility,
performance, and experience.  The overall amount of  base  salary
increases   awarded   to   executives  reflects   the   financial
performance of the Company, individual performance and potential,
and/or changes in an officer's duties and responsibilities.

Annual Incentives

      The Company's Profit Sharing Plan is a non-qualified annual
incentive arrangement in which all corporate employees, including
executives,  participate.  The program  is  designed  to  reflect
employees'  contribution to the growth of  the  Company's  Common
Stock value by increasing the earnings of the Company.  The  plan
reinforces  a  strong  teamwork ethic by  making  the  basis  for
payouts to non-restaurant concept executives the same as for  all
other  non-restaurant concept corporate employees and  by  making
the  basis  for  payouts to executives of one  of  the  Company's
restaurant  concepts the same as for all other  members  of  such
restaurant concept's corporate team.

      At  the  beginning  of  a fiscal year,  each  executive  is
assigned  an Individual Participation Percentage ("IPP")  of  the
base  salary for such executive that targets overall  total  cash
compensation for executives between the 75th and 90th percentiles
of  the  market.  The IPPs reflect the Committee's desire that  a
significant  percentage  of  executives'  total  compensation  be
derived from variable pay programs.

401(k) Savings Plan and Savings Plan II

      The  Company's 401(k) Savings Plan ("Plan I")  and  Savings
Plan  II  ("Plan  II")  are  designed to  provide  the  Company's
employees  with  a  tax-deferred long-term savings  vehicle.  The
Company  provides  a matching contribution equal  to  twenty-five
percent of a salaried participant's contribution, up to a maximum
of five percent of such participant's base compensation.

      Plan I is a qualified 401(k) plan.  Participants in Plan  I
elect  the percentage of pay they wish to contribute as  well  as
the  investment alternatives in which their contributions are  to
be invested.  The Company's matching contribution for all Plan  I
participants  is made in Company Common Stock.  All  participants
in  Plan  I  are considered non-highly compensated  employees  as
defined   by   the  Internal  Revenue  Service.  A  participant's
contributions  vest immediately while Company contributions  vest
twenty-five  percent  annually, beginning  in  the  participant's
second year of eligibility.

      Plan  II  is  a  non-qualified deferred compensation  plan.
Plan  II  participants elect the percentage of pay they  wish  to
defer into their Plan II account.  They also elect the percentage
of   their  deferral  account  to  be  allocated  among   various
investment options. The Company's matching contribution  for  all
non-officer Plan II participants is made in Company Common Stock,
with  corporate  officers  receiving a  Company  match  in  cash.
Participants  in  Plan  II  are  considered  a  select  group  of
management  and  highly compensated employees  according  to  the
Department   of   Labor.   A  participant's  contributions   vest
immediately while Company contributions vest twenty-five  percent
annually,   beginning  in  the  participant's  second   year   of
eligibility.

Long-Term Incentives

     All salaried employees of the Company, including executives,
are eligible for annual grants of tax-qualified and non-qualified
stock  options.   By tying a significant portion  of  executives'
total  opportunity for financial gain to increases in shareholder
wealth  as reflected by the market price of the Company's  Common
Stock,   executives'   interests   are   closely   aligned   with
shareholders'  long-term  interests.  In  addition,  because  the
Company  does not maintain any qualified retirement programs  for
executives,  the  stock  option  plan  is  intended  to   provide
executives  with  opportunities to accumulate  wealth  for  later
retirement.

     Stock options are rights to purchase shares of the Company's
Common  Stock  at the fair market value of the underlying  Common
Stock as of the date of grant.  Grantees do not receive a benefit
from  stock  options  unless and until the market  price  of  the
Company's Common Stock increases. Fifty percent of a stock option
grant  becomes  exercisable two years after the grant  date;  the
remaining  fifty  percent  of a grant becomes  exercisable  three
years after the grant date.

      The  number  of  stock options granted to an  executive  is
determined  by the Compensation Committee and is based  on  grant
guidelines set by the Compensation Committee that reflect  market
data  and  the officer's position within the Company.  Commencing
with  the  2000  fiscal year, annual grants of stock  options  to
officers  of the Company were reduced and such officers began  to
receive annual grants of restricted stock.  Fifty percent of  the
restricted  stock becomes vested two years after the grant  date;
the  remaining fifty percent becomes vested three years after the
grant date.

      Pursuant  to  the Executive Long-Term Incentive  Plan,  the
value   of   each   officer's  long-term  compensation   package,
previously  payable  in  cash, was reallocated  among  restricted
stock  and  cash.  At  the beginning of a three-year  performance
period,  target  payouts of both cash and  restricted  stock  are
determined  for each participant.  At the end of the  performance
period,  these  payouts will be made (in cash and  in  restricted
stock)  based  upon  performance against  the  three-year  target
earnings  per  share (for corporate officers)  or  profit  before
taxes  (for  restaurant concept officers) amounts established  by
the  Compensation  Committee  of the  Board  of  Directors.   The
restricted  stock vests one-third each year commencing  one  year
after the date of award.  The Executive Long-Term Incentive  Plan
is being phased in over a three-year period beginning in the 2000
fiscal year.  Full target payouts will become effective after the
completion  of the 2002 fiscal year when the performance  results
for the full 2000, 2001, and 2002 three-year cycle are known.

Pay/Performance Nexus

     The Company's executive compensation program has resulted in
a  direct relationship between the compensation paid to executive
officers  and  the  Company's performance.  See "Five-Year  Total
Shareholder Return Comparison" below.

CEO Compensation

      The  Compensation  Committee made decisions  regarding  Mr.
McDougall's  compensation  package according  to  the  guidelines
discussed in the preceding sections.  Mr. McDougall was awarded a
salary increase in the amount of 2.04%, effective June 29,  2000,
to  recognize his vast experience in the restaurant industry, the
Company's  performance under his leadership and  his  significant
contributions to the Company's continued success.  Mr.  McDougall
was granted 120,000 stock options and 39,700 shares of restricted
stock  under  the  Company's  Stock Option  and  Incentive  Plan.
Approximately 58% of Mr. McDougall's cash compensation for fiscal
2000  was incentive pay pursuant to the Company's Profit  Sharing
Plan.   Like all Company executives, Mr. McDougall's compensation
is  significantly affected by the Company's performance.  In  the
2000   fiscal  year,  Mr.  McDougall's  total  cash  compensation
increased 16% from its level in the 1999 fiscal year.

Federal Income Tax Considerations

     The  Compensation  Committee has considered  the  impact  of
Section  162(m)  of the Internal Revenue Code adopted  under  the
Omnibus   Budget  Reconciliation  Act  of  1993.   This   section
disallows  a tax deduction for any publicly-held corporation  for
individual compensation to certain executives of such corporation
exceeding $1,000,000 in any taxable year, unless compensation  is
performance-based.   It  is the intent of  the  Company  and  the
Compensation Committee to qualify to the maximum extent  possible
its  executives' compensation for deductibility under  applicable
tax laws.  The Compensation Committee believes that the Company's
compensation  programs  provide  the  necessary  incentives   and
flexibility    to   promote   the   Company's   performance-based
compensation  philosophy  while  being  consistent  with  Company
objectives.

     The Compensation Committee's administration of the executive
compensation  program  is  in  accordance  with  the   principles
outlined at the beginning of this report. The Company's financial
performance  supports the compensation practices employed  during
the past year.

                       Respectfully submitted,
                       COMPENSATION COMMITTEE


                       DAN W. COOK, III
                       MARVIN J. GIROUARD
                       J.M. HAGGAR, JR.
                       JAMES E. OESTERREICHER





         FIVE-YEAR TOTAL SHAREHOLDER RETURN COMPARISON

      The  following  is  a  line  graph  presentation  comparing
cumulative,  five-year total shareholder return on an  investment
in the Common Stock of the Company against the returns of the S&P
500  Index and the S&P Restaurant Industry Index.  A list of  the
returns follows the graph.





      The  graph  assumes  a  $100  initial  investment  and  the
reinvestment  of  dividends.  The Common Stock prices  shown  are
neither indicative nor determinative of future performance.


                            1995       1996      1997       1998    1999    2000

                                                         
Brinker International      100.00      89.21     80.58     113.67  158.27  170.15
S&P 500                    100.00     126.00    169.73     220.92  271.19  290.85
S&P Restaurants            100.00     117.67    123.06     166.71  209.00  160.78




    SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

    Under the securities laws of the United States, the Company's
directors  and executive officers, and persons who own more  than
ten percent of the Company's  Common Stock are required to report
their  initial  ownership of the Company's Common Stock  and  any
subsequent  changes  in  that ownership  to  the  Securities  and
Exchange  Commission.  Specific due dates have  been  established
for these reports and the Company is required to disclose in this
proxy statement, any failure to file by these dates.  The Company
believes that all filing requirements were satisfied.  In  making
these  disclosures and filing the reports, the Company has relied
solely on written representations from certain reporting persons.


  COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

    The Compensation Committee of the Board of Directors consists
of  Messrs.  Dan W. Cook, III, Marvin J. Girouard,  J.M.  Haggar,
Jr., and James E. Oesterriecher, none of whom serve or previously
served as employees or officers of the Company.

     The policy of the Company is, to the extent practicable,  to
avoid  transactions  (except those which are employment  related)
with officers, directors, and affiliates.  In any event, any such
transactions  will be entered into on terms no less favorable  to
the  Company than could be obtained from third parties, and  such
transactions  will be approved by a majority of the disinterested
directors  of the Company.  Except for the transactions described
below, there were no transactions required to be reported in  the
last fiscal year.

     On June 28, 1995, Mr. Norman Brinker contractually agreed to
remain as Chairman of the Board (subject to annual reelection  by
the  shareholders)  through the 2001  fiscal  year.   Under  this
agreement, Mr. Brinker's compensation will not materially  differ
from  his  compensation on June 28, 1995.  However, Mr. Brinker's
total  base compensation and profit sharing distributions in  the
1998  through  2001 fiscal years will not exceed  $1,000,000  per
year.   Upon  Mr. Brinker's death, retirement or termination  for
cause,  no  further  payment  shall  be  made  pursuant  to  this
agreement.

     Upon  the  expiration  of  the  agreement  described  above,
Mr.  Brinker will remain a consultant to the Company through  the
2021  fiscal  year.  Mr. Brinker will be compensated commensurate
with his continuing contributions to the Company; however, during
this  time, he will no longer participate in any of the Company's
profit   sharing  or  bonus  plans.  Upon  Mr.  Brinker's  death,
retirement or termination for cause, no further payment shall  be
made pursuant to the consulting agreement.

     The  Company also entered into an agreement with Mr. Brinker
whereby  Mr.  Brinker  conveyed  to  the  Company  his  likeness,
biography, photo, voice and name to be used by the Company in all
media, promotions, advertising, training, and other materials  as
the  Company  deems appropriate.  He will receive as compensation
$400,000 per year until the earlier of July 1, 2021 or his death.

     Companies controlled by Roger T. Staubach, a director of the
Company, provided real estate brokerage services during the  2000
fiscal  year in connection with the lease of land by the  Company
for use as a new restaurant and the sublease by the Company of  a
closed  restaurant to an unrelated third party.  These  companies
were  paid  $45,000 by the Company's landlord  for  the  services
provided  on the new restaurant lease and $55,000 by the  Company
for   the  services  provided  on  the  sublease  of  the  closed
restaurant.

                    SHAREHOLDERS' PROPOSALS

    Any proposals that shareholders of the Company desire to have
presented  at  the  2001 annual meeting of shareholders  must  be
received  by  the Company at its principal executive  offices  no
later than May 25, 2001.

                      INDEPENDENT AUDITORS

     Representatives  of KPMG LLP, independent  certified  public
accountants  and auditors of the Company's financial  statements,
are expected to be present at the meeting with the opportunity to
make a statement if they so desire and to be available to respond
to appropriate questions.

                         MISCELLANEOUS

     The  accompanying proxy is being solicited on behalf of  the
Board  of  Directors of the Company.  The expense  of  preparing,
printing and mailing the form of proxy and the material  used  in
the  solicitation  thereof  will be borne  by  the  Company.   In
addition  to  the use of the mails, proxies may be  solicited  by
personal   interview,  telephone  and  telegram   by   directors,
officers, and employees of the Company.  Arrangements may also be
made  with  brokerage houses and other custodians,  nominees  and
fiduciaries  for the forwarding of solicitation material  to  the
beneficial  owners of stock held of record by such  persons,  and
the  Company  may  reimburse  them for  reasonable  out-of-pocket
expenses incurred by them in connection therewith.

     The  Annual Report to Shareholders of the Company, including
financial  statements for the fiscal year ended  June  28,  2000,
accompanying this Proxy Statement is not deemed to be a  part  of
the Proxy Statement.

                              By Order of the Board of Directors,


                               ROGER F. THOMSON
                               Secretary


Dallas, Texas
September 22, 2000