Brinker International Inc – ‘DEF 14A’ for 6/26/02

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Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Proxy                                                 31±   134K 
 2: EX-1        Appendix A                                             8±    26K 

DEF 14A   —   Proxy
Document Table of Contents

BRINKER INTERNATIONAL                 
LOGO                

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS                
To Be Held November 14, 2002                

                                         September  24, 2002

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 14, 2002, at the Westin               
Park  Central Hotel, located at 12720 Merit Drive, Dallas, Texas.               
At  the  meeting, shareholders will elect ten (10) directors  for               
one-year  terms,  vote  on an amendment to  the  Company's  Stock               
Option  and  Incentive  Plan, and vote  on  such  other  matters,               
including a shareholder proposal, as may properly come before the               
meeting.   Our  agenda  for  the  meeting  will  also  include  a               
strategic overview of the Company.                                              

Shareholders of record at the close of business on September  16,               
2002,  are  entitled  to  vote  at  the  annual  meeting  or  any               
adjournment thereof.                                                            

Whether or not you plan to be present at the meeting, please take               
the  time  to  vote, either by telephone or by  mailing  in  your               
proxy.   The giving of such proxy will not affect your  right  to               
vote in person, should you later decide to attend the meeting.                  

                 Very truly yours,

                   Ronald A. McDougall
                         Chairman of the Board and
                       Chief Executive Officer

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

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

PROXY STATEMENT                 
For                 
ANNUAL MEETING OF SHAREHOLDERS                

To Be Held November 14, 2002                

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

The  Board of Directors of Brinker International,  Inc.,  a         
Delaware  corporation (the "Company" or "Brinker  International")               
requests your proxy for the annual meeting of shareholders to  be               
held  on  November 14, 2002.  If you sign and return the enclosed               
proxy,  or vote by telephone, you authorize the persons named  in               
the  proxy to represent you and vote your shares for the purposes               
we  mentioned  in  the  notice  of annual  meeting.   This  Proxy               
Statement  and related proxy are being distributed  on  or  about               
September 24, 2002.  The record date for shareholders entitled to               
vote  at the annual meeting is September 16, 2002.  At the  close               
of  business  on  September 9, 2002, the Company  had  97,377,571               
shares  of common stock, $0.10 par value ("Common Stock"), issued               
and  outstanding  and entitled to vote at the  meeting.   At  the               
annual meeting, shareholders will (a) elect ten directors of  the               
Company  for  one-year terms, (b) vote on  an  amendment  to  the               
Company's Stock Option and Incentive Plan, and (c) vote  on  such               
other  matters, including a shareholder proposal, as may properly               
come before the meeting.  The Board of Directors asks you to vote               
FOR  the  director nominees and FOR the amendment  to  the  Stock               
Option  and  Incentive Plan and to vote AGAINST  the  shareholder               
proposal.   This  Proxy  Statement  provides  you  with  detailed               
information about each of these matters.                                        

If  you  come to the meeting, you will be able to  vote  in         
person.   If  you are unable to come to the meeting, your  shares               
can  be voted only if you have returned a properly executed proxy               
or  followed the telephone voting instructions.  You  may  revoke               
your authorization at any time before the shares are voted at the               
meeting  by  giving written notice or a subsequently dated  proxy               
(either  by  mail  or  by telephone), to  the  Secretary  of  the               
Company, or by voting in person.                                                

A  quorum  of  shareholders is necessary to  hold  a  valid         
meeting.   If  at least a majority of the shares of Common  Stock               
issued and outstanding and eligible to vote are present in person               
or  by  proxy, a quorum will exist.  Abstentions and broker  non-               
votes  are  counted for purposes of determining the  presence  or               
absence of a quorum.  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.  The total number of votes cast FOR each proposal  will               
be   counted  for  purposes  of  determining  whether  sufficient               
affirmative  votes  have been cast. If you  grant  a  proxy,  the               
person  named in the proxy will have the discretion to vote  your               
shares on any additional matters properly presented for a vote at               
the  meeting.  The  Company does not expect  any  matters  to  be               
presented  for  a  vote at the annual meeting  other  than  those               
matters described in this Proxy Statement.                                      

Certain  shareholders who hold their shares in street  name         
and  live in the same household may receive only one copy of this               
Proxy  Statement and Annual Report.  This practice  is  known  as               
"householding."  If you hold your shares in street name and would               
like  additional copies of these materials, please  contact  your               
broker.   If  you  receive multiple copies and  would  prefer  to               
receive  only  one, please contact your broker as well.   Brinker               
International  does  not  currently use householding  for  record               
holders  and  will  send notice to record  holders  before  using               
householding, giving record holders the opportunity  to  continue               
to receive multiple copies in the same household.                               

PROPOSAL 1                

ELECTION OF DIRECTORS               

Ten  directors  are  to be elected at  the  meeting.   Each         
nominee  will  be  elected to hold office until the  next  annual               
meeting  of  shareholders.  With the exception of Erle  Nye,  all               
nominees  are currently serving as directors of the Company;  all               
current directors were elected by the shareholders at the  annual               
meeting  of  shareholders held on November 15, 2001, except  Cece               
Smith,  who  was appointed to the Board of Directors  in  January               
2002.   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  Board   of               
Directors can name a substitute nominee and the proxies  will  be               
voted  for such substitute nominee unless an instruction  to  the               
contrary is written on the proxy card.                                          

Information About Nominees                                                      

Information about the ten persons nominated as directors is         
provided  below.  The shares represented by proxy cards  returned               
to  us  will  be  voted  FOR  these persons  unless  you  specify               
otherwise.                                                                      

Ronald A. McDougall, 60, was elected Chairman of the  Board         
and  Chief  Executive Officer in November 2000, having served  as               
Vice Chairman and Chief Executive Officer from January 1999 until               
November 2000, and President and Chief Executive Officer  of  the               
Company  from June 1995 until January 1999. Mr. McDougall  joined               
the  Company  in  1983 and served as Executive Vice  President  -               
Marketing  and  Strategic  Development  until  his  promotion  to               
President and Chief Operating Officer in 1986, a position he held               
until 1995. Mr. McDougall has served as a member of the Board  of               
Directors  of  the  Company since 1983 and is  a  member  of  the               
Executive Committee of the Company. Mr. McDougall also serves  on               
the  Board  of  Trustees  of the Cooper  Institute  for  Aerobics               
Research and Southern Methodist University's Edwin L. Cox  School               
of Business.                                                                    

Douglas H. Brooks, 50, 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 is a member of the Professional               
Advisory Board for St. Jude Children's Research Hospital.                       

Dan  W.  Cook, III, 67, is Senior Advisor to MHT  Partners,         
L.P.,  an  investment banking firm, a position he has held  since               
December  2001.  Mr.  Cook also is a Retired Partner  of  Goldman               
Sachs, an investment banking firm.  Mr. Cook joined Goldman Sachs               
Group in 1961, was a general partner when he retired in 1992, and               
served  as  a Senior Director from 1992 until becoming a  Retired               
Partner in December 2000.  Mr. Cook is a member of the Executive,               
Compensation  and  Governance and Nominating  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  of  Centex Corporation and GreatLodge.Com  and  is  an               
Advisory  Director of Deep Nines.  Mr. Cook is a  member  of  the               
Board  of  Trustees of Southern Methodist University as  well  as               
Director of the Edwin L. Cox School of Business Executive Board.                

Marvin J. Girouard, 63, is the Chairman and Chief Executive         
Officer  of  Pier  1 Imports, Inc., having been  elected  to  the               
position of Chairman in February 1999 and Chief Executive Officer               
in  June 1998.  Mr. Girouard previously served as Chief Operating               
Officer  from  1988  to  1998 and as President  from  1988  until               
February  1999.  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.                                            

Ronald  Kirk,  48, has been a partner in the  law  firm  of         
Gardere  Wynne  Sewell,  L.L.P. since 1994  and  is  currently  a               
candidate for the United States Senate.  Mr. Kirk served  as  the               
Mayor  of the City of Dallas from 1995 until November 2001.   Mr.               
Kirk has served on the Board of Directors since January 1997  and               
is  a  member of the Governance and Nominating Committee  of  the               
Company.                                                                        

Jeffrey  A. Marcus, 55, is a private investor.  Mr.  Marcus         
previously served as Chairman and Chief Executive Officer of Novo               
Networks,  Inc.,  a  broadband telecommunications  company,  from               
April  2000  until  June 2001, 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. Mr. Marcus serves on the Board of Directors of the Edwin L.               
Cox  School of Business at Southern Methodist University  and  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 Governance and Nominating Committees               
of the Company.                                                                 

Erle  Nye,  65,  has been Chairman of the Board  and  Chief         
Executive  of TXU Corp., a global energy services company,  since               
1997, having served as President and Chief Executive from 1995 to               
1997, and President from 1987 to 1995.  Mr. Nye has served on the               
Board  of Directors of TXU Corp. since 1987.  Mr. Nye also serves               
as  Chairman  of the Board and Chief Executive, and  Director  of               
Oncor Electric Delivery Company, TXU Energy Company LLC, TXU  Gas               
Company,  and  TXU US Holdings Company and as a Director  of  TXU               
Europe Limited.  Mr. Nye serves on the Board of Directors of  the               
Edwin  L. Cox School of Business at Southern Methodist University               
and  is  on  the board of many professional, civic and charitable               
organizations.                                                                  

James E. Oesterreicher, 61, 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 The  Dial               
Corporation,  TXU  Corp.,  Texas  Health  Resources,  Circle  Ten               
Council  -  Boy Scouts of America, March of Dimes,  Spina  Bifida               
Birth  Defects  Foundation,  Aspen  Institute  Domestic  Strategy               
Group,   and  American  Society  of  Corporate  Executives.   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  and               
Compensation Committees of the Company.                                         

Cece  Smith,  57, is Managing General Partner of  Phillips-         
Smith-Machens Venture Partners, a venture capital firm  investing               
in  retail and consumer businesses that she co-founded  in  1986.               
Previously,  Ms.  Smith  held senior  management  positions  with               
Pearle Health Services and S & A Restaurant Corp.  Ms. Smith  has               
served  as a member of the Board of Directors since January  2002               
and  is a member of the Audit and Compensation Committees of  the               
Company.                                                                        

Roger  T. Staubach, 60, has been Chairman of the Board  and         
Chief  Executive Officer of The Staubach Company, a  full-service               
real  estate strategy and services firm, since 1982. Mr. Staubach               
played  professional  football for the  Dallas  Cowboys  and  was               
elected to the National Football League Hall of Fame in 1985.  He               
currently serves on the Board of Directors of AMR Corporation 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               
Governance and Nominating Committee of the Company.                             

YOUR  BOARD  OF  DIRECTORS RECOMMENDS A  VOTE  FOR  EACH  OF  THE     
NOMINEES FOR DIRECTOR.                                                          

                                                                [Download Table]
Stock Ownership Of Directors                                         

                        Number of Shares of      Number Attributable 
                        Common Stock             to Options          
Name                    Beneficially Owned       Exercisable Within  
                        as of September 9,       60 Days of September
                        2002 (1) (2) (3)         9, 2002             
                                                                     
Ronald A. McDougall                777,197              701,250      

Douglas H. Brooks                  898,375              768,752      

Dan W. Cook, III                    39,591               39,591      

Marvin J. Girouard                  22,927               20,604      

Ronald Kirk                         23,783               22,634      

Jeffrey A. Marcus                   14,008                4,008      

Erle Nye                               -0-                  -0-      

James E. Oesterriecher              13,753               10,604      

Cece Smith                           1,198                  -0-      

Roger T. Staubach                   22,247               18,598      


(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  9,  2002,  under the Company's  1983  Incentive  Stock     
Option  Plan,  1991 Stock Option Plan for Non-Employee  Directors     
and  Consultants, 1992 Incentive Stock Option Plan, Stock  Option     
and  Incentive Plan, and 1999 Stock Option and Incentive Plan for     
Non-Employee Directors and Consultants, as applicable.                

(3)  Each director owns less than 1% of the Company's Common          
Stock.                                                                

PROPOSAL 2                

AMENDMENT OF STOCK OPTION AND INCENTIVE PLAN                

In September 1998, the Board of Directors adopted the Stock         
Option and Incentive Plan (the "Plan"), covering the issuance  of               
up  to  9,000,000  shares of Common Stock of  the  Company.   The               
adoption  of  the  Plan was approved by the shareholders  of  the               
Company  in  November  1998.   The purpose  of  the  Plan  is  to               
strengthen  the  Company's  ability to  attract  and  retain  key               
employees  and  to  provide an incentive to employees  and  other               
persons  who will be responsible for the Company's future  growth               
and  continued  success.  The Plan allows the issuance  of  stock               
options,  stock  appreciation rights,  and  restricted  stock  to               
eligible  participants.  At the annual meeting, the  shareholders               
of  the  Company are being asked to approve an amendment  to  the               
Plan  to  (a)  increase  the number of  shares  of  Common  Stock               
available  for  awards under the Plan by an additional  4,500,000               
shares  and  (b) limit the total number of shares  of  restricted               
stock  that may be issued pursuant to the Plan to 500,000  shares               
plus those shares of restricted stock previously granted pursuant               
to  the  Plan.   The  following description  is  subject  in  all               
respects to the terms of the Plan.                                              

Summary of the Plan                                                             

Stock Options                                                                   

The  Plan is designed to permit the granting of options  to         
all employees of the Company and its subsidiaries (of which there               
were  approximately  90,000  employees  as  of  June  26,  2002),               
although  the  Company has historically granted options  only  to               
certain  of  its salaried employees.  The administration  of  the               
Plan  will be provided by the Compensation Committee of the Board               
of  Directors which has the authority to determine the  terms  on               
which  options  are  granted under the  Plan.   The  Compensation               
Committee  determines  the number of options  to  be  granted  to               
eligible  participants, determines the exercise price and  option               
period  at  the  time the option is granted, and administers  and               
interprets the Plan.                                                            

The  exercise price of options is payable in  cash  or  the         
holder  of  an  option may request approval from the Compensation               
Committee to exercise an option or a portion thereof by tendering               
shares of Common Stock at the fair market value per share on  the               
date of exercise in lieu of cash payment of the exercise price.                 

Both  incentive  stock options ("ISOs")  and  non-qualified         
stock  options may be granted under the Plan.  The Plan  requires               
that  the exercise price of an option will not be less than  100%               
of  the fair market value of the Common Stock on the date of  the               
grant  of  the option.  No ISO may be granted under the  Plan  to               
anyone  who  owns more than 10% of the outstanding  Common  Stock               
unless  the  exercise price is at least 110% of the  fair  market               
value of the Common Stock on the date of grant and the option  is               
not  exercisable more than five years after it is granted.  There               
is  no limit on the fair market value of ISOs that may be granted               
to  an  employee  in any calendar year, but no  employee  may  be               
granted ISOs that first become exercisable during a calendar year               
for  the  purchase of stock with an aggregate fair  market  value               
(determined as of the date of grant of each option) in excess  of               
$100,000 and no employee may be granted more than 500,000 options               
and  SARs (hereinafter defined) in a fiscal year.  An option  (or               
an installment thereof) counts against the annual limitation only               
in the year it first becomes exercisable.                                       

Tax Status of Stock Options                                                     

Pursuant  to  the  Plan, the Compensation  Committee  shall         
determine  whether an option will be an "ISO" or a "non-qualified               
option."                                                                        

Incentive  Stock Options.  All stock options  that  qualify         
under the rules of Section 422 of the Internal Revenue Code, will               
be  entitled  to  ISO treatment.  To receive  ISO  treatment,  an               
optionee  is not permitted to dispose of the acquired  stock  (i)               
within  two years after the option is granted or (ii) within  one               
year  after exercise.  In addition, the individual must have been               
an  employee of the Company for the entire time from the date  of               
granting  of  the  option until three months  (one  year  if  the               
employee  is  disabled) before the date  of  the  exercise.   The               
requirement  that the individual be an employee and the  two-year               
and  one-year holding periods are waived in the case of death  of               
the  employee.  If all such requirements are met, no tax will  be               
imposed  upon exercise of the option, and any gain upon  sale  of               
the  stock  will  be  entitled to capital  gain  treatment.   The               
employee's gain on exercise (the excess of fair market  value  at               
the  time of exercise over the exercise price) of an ISO is a tax               
preference  item and, accordingly, is included in the computation               
of alternative minimum taxable income.                                          

If  an  employee  does not meet the two-year  and  one-year         
holding  requirements, but does meet all other requirements,  tax               
will  be  imposed  at  the time of sale of  the  stock,  but  the               
employee's  gain  on exercise will be treated as ordinary  income               
rather  than  a  capital  gain and the  Company  will  receive  a               
corresponding deduction at the time of sale.  Any remaining  gain               
on  sale  will  be  a  short-term or a  long-term  capital  gain,               
depending on the holding period of the stock.                                   

An optionee's stock option agreement may permit payment for         
stock upon the exercise of an ISO to be made with other shares of               
Common  Stock.   In such a case, in general, if an employee  uses               
stock  acquired  pursuant to the exercise of an  ISO  to  acquire               
other  stock  in connection with the exercise of an ISO,  it  may               
result  in ordinary income if the stock so used has not  met  the               
minimum  statutory  holding period necessary  for  favorable  tax               
treatment as an ISO.                                                            

Non-Qualified Stock Options.  In general, no taxable income         
will  be  recognized by the optionee, and no  deduction  will  be               
allowed  to  the  Company, upon the grant  of  an  option.   Upon               
exercise  of  a  non-qualified option an optionee will  recognize               
ordinary  income  (and  the  Company  will  be  entitled   to   a               
corresponding    tax   deduction   if   applicable    withholding               
requirements are satisfied) in an amount equal to the  amount  by               
which  the  fair market value of the shares on the exercise  date               
exceeds  the exercise price.  Any additional gain or  loss  after               
exercise  realized  by an optionee on subsequent  disposition  of               
such  shares  generally is a capital gain or loss  and  does  not               
result in a tax deduction to the Company.                                       

Internal Revenue Code Section 162(m).  Under Section 162(m)         
of  the  Internal Revenue Code, a limitation was  placed  on  tax               
deductions   of  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  intended  that  the  Plan  meet  the               
performance-based  compensation exception to  the  limitation  on               
deductions.   The  Plan  meets  the  first  requirement  of  this               
exception because no options will be awarded at an exercise price               
less  than  the  fair market value of the stock on  the  date  of               
grant.   In  addition, the administration  of  the  plan  by  the               
Compensation   Committee  satisfies  a  second  requirement   for               
exemption  from  the  $1,000,000 cap.   A  third  requirement  is               
satisfied due to the limitation on the number of shares that  may               
be  granted to any single employee during any fiscal year of  the               
Company.   The last requirement for exemption from the $1,000,000               
cap  has  been  satisfied by the approval  of  the  Plan  by  the               
shareholders of the Company. In order to continue to satisfy this               
requirement,  the  Company  is  seeking  the  approval  of   this               
amendment to the Plan by the shareholders of the Company.                       

Stock Appreciation Rights and Stock Awards                                      

The  Plan  also permits the issuance of stock  appreciation         
rights  ("SARs") and restricted stock ("Stock Awards") (SARs  and               
Stock  Awards  are  collectively referred to as  "Awards").   All               
employees  of  the Company and its subsidiaries are  eligible  to               
receive  Awards  under the Plan, although it is anticipated  that               
only  certain  salaried employees will receive Awards.   When  an               
Award  is made, the Compensation Committee will specify  (a)  the               
amount  and  form  of  the Award, (b) the  objective  performance               
goals,  if  any,  that must be met in order  for  amounts  to  be               
payable  pursuant to the Award, (c) the period,  if  any,  during               
which  the performance goals must be met, and (d) the period,  if               
any,  during  which the participant must remain employed  by  the               
Company  or  a  subsidiary as a condition of the Award  ("Vesting               
Period").   The  Compensation Committee  may  specify  additional               
terms as it deems appropriate.                                                  

The   Compensation   Committee  may  establish   objective        
performance  goals  for Awards.  The objective performance  goals               
may  relate  to  the performance of an employee's  department  or               
restaurant  concept  or the performance of the  Company  and  its               
subsidiaries  as  a whole, or any combination of  the  two.   The               
Compensation  Committee  may  use  any  objectively  determinable               
performance  goals  to  measure  performance.   The  Compensation               
Committee  will  establish the objective  performance  goals  for               
Awards in writing before the beginning of the fiscal year, unless               
otherwise permitted under Section 162(m) of the Internal  Revenue               
Code.   At the end of each performance period for which an  Award               
relates, the Compensation Committee will determine whether and to               
what extent the performance goals have been met.  Awards will not               
be  paid to the extent that the performance goals are not met. If               
any performance goal, business criteria or target for an Award is               
affected by special factors, the Compensation Committee may  make               
special adjustments in the performance goal, business criteria or               
target.                                                                         

Awards  may  also be subject to vesting requirements  under         
which the participant must remain a full-time active employee  of               
the  Company  or  a subsidiary throughout a "Vesting  Period"  in               
order  for  the Award to be payable. Full or partial acceleration               
of  vesting will occur in the event of death or disability.   The               
Compensation  Committee may accelerate vesting, in  whole  or  in               
part,  under  such  circumstances as the  Compensation  Committee               
deems  appropriate,  but subject to the requirements  of  Section               
162(m)  of the Internal Revenue Code.  No employee may be granted               
more than 500,000 stock options and SARs in a fiscal year and the               
maximum payment that can be made to an employee relating to Stock               
Awards in a fiscal year is $1,000,000.                                          

Tax Status of SARs and Stock Awards                                             

Under the Internal Revenue Code, except as described below,         
if  Awards  are made in the form of restricted stock,  no  income               
will  be  realized by the employee upon the award  of  restricted               
stock.   When restricted stock vests, the employee will recognize               
ordinary compensation income equal to the then fair market  value               
of  the  shares.  An employee may elect to make a "Section  83(b)               
election"  under  the Internal Revenue Code, in  which  case  the               
employee  will recognize income on the fair market value  of  the               
restricted stock at the time the shares are granted.   A  Section               
83(b)  election must be made within 30 days after the  restricted               
stock  is granted.  The Company generally will be entitled  to  a               
federal  income tax deduction at the time the employee recognizes               
income on the restricted stock.                                                 

If  Awards are made in the form of SARs, no income will  be         
realized  by the employee upon the award of SARs.  When the  SARs               
vest,  the  employee will recognize ordinary compensation  income               
equal  to the cash value of the SARs. The Company generally  will               
be  entitled  to a federal income tax deduction at the  time  the               
employee recognizes income on the SARs.                                         

Grants  of  Awards  are  generally  intended  to  meet  the         
requirements of Section 162(m) of the Internal Revenue Code  and,               
as  such, to be exempt from the $1,000,000 deduction limit  under               
most   circumstances.   This  amendment  to  the  Plan  is  being               
submitted to the Company's shareholders for approval in order  to               
comply with such requirements.                                                  

Amendments                                                                      

The  Plan  may be amended, altered or discontinued  by  the         
Compensation  Committee without the approval of the shareholders,               
except that the Compensation Committee does not have the power or               
authority  to  adversely affect the rights of any participant  or               
beneficiary of any stock options or Awards granted under the Plan               
prior  to  the date such amendment is adopted by the Compensation               
Committee in the absence of written consent to the change by  the               
affected participant or beneficiary.  The Compensation Committee,               
however, may make appropriate adjustments in the number of shares               
covered  by  the Plan, the number of outstanding options,  option               
prices, and any restrictions on outstanding Awards to reflect any               
stock   dividend,   stock  split,  share   combination,   merger,               
consolidation, reorganization, liquidation, change in control, or               
the like, of or by the Company.                                                 

Current Information Regarding Plan                                              

On September 9, 2002, (i) 7,746,878 shares were covered  by         
options  granted  under the Plan, at option prices  ranging  from               
$15.38 to $33.02 per share and with expiration dates ranging from               
January  4,  2009 to November 15, 2011; (ii) 307,179 shares  were               
subject to Stock Awards under the Plan and vest in full on  dates               
ranging from November 4, 2002 to August 9, 2005.  On September 9,               
2002,  the  closing  market price for a share of  Company  common               
stock was $27.76.  No SARs or Awards other than the stock options               
and  Stock Awards, as described above, are outstanding under  the               
Plan.                                                                           

Information about options granted during the Company's 2002         
fiscal year under the Plan to the Chief Executive Officer and the               
four  other  most  highly compensated executive officers  can  be               
found  in  the table under the heading "Executive Compensation  -               
Summary Compensation Table" and "Executive Compensation -  Option               
Grants  During 2002 Fiscal Year" below.  During the  2002  fiscal               
year,  options  covering 698,000 shares were granted  to  current               
executive officers as a group under the Plan and options covering               
1,813,975  shares  were granted under the Plan to  all  employees               
(excluding  executive  officers) as a group.   Options  generally               
become exercisable in two annual installments beginning two years               
after the date of the option grant.                                             

Plan Amendment                                                                  

As  of  September 9, 2002, stock options and  Stock  Awards         
covering  8,054,057 shares were outstanding and 3,052,920  shares               
were available for grant under the Plan.  If shareholders approve               
the Amendment, the estimated maximum number of shares that may be               
issued under the Plan would be (in addition to shares subject  to               
grants and awards as of September 9, 2002) increased to 7,552,920               
shares. This number represents shares available for, but not  yet               
subject  to,  a  grant  or award as of the  date  of  this  Proxy               
Statement  (3,052,920 shares), assuming (i) no grants  or  awards               
were  made under the Plan between September 9, 2002 and such date               
and  (ii) no grants or awards previously made under the Plan  are               
cancelled  between  September 9, 2002 and  such  date,  plus  the               
additional 4,500,000 shares authorized by the Amendment.                        

Either authorized but unissued shares or treasury shares of         
Common  Stock may be issued in connection with grants and  awards               
under  the  Plan.  In addition, any shares subject  to  an  award               
which  are  forfeited  or  not  issued  because  the  terms   and               
conditions of the grant or award are not met may be re-used for a               
new grant or award.                                                             

Required Vote; Recommendation                                                   

The  favorable  vote of the holders of a  majority  of  the         
shares of Common Stock present and entitled to vote at the annual               
meeting  in  person  or  by  proxy is  required  to  approve  the               
Amendment of the Plan.                                                          

The  Board  of  Directors believes  that  approval  of  the         
Amendment  is  in the best interest of the Company and  that  the               
additional  shares  will  strengthen  the  Company's  ability  to               
attract   and   retain  key  employees  and  furnish   additional               
incentives  to such persons by encouraging them to become  owners               
of Common Stock of the Company.                                                 

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT         
TO THE STOCK OPTION AND INCENTIVE PLAN.                                         

PROPOSAL 3                

SHAREHOLDER PROPOSAL                

The Adrian Dominican Sisters, 1257 East Siena Heights Drive,          
Adrian, Michigan 49221-1793, beneficial owner of 16,600 shares of               
Common  Stock  of  the Company has notified the Company  that  it               
intends  to  present  the  following  resolution  at  the  annual               
meeting.   The  Board  of  Directors and the  Company  accept  no               
responsibility   for  the  proposed  resolution  and   supporting               
statement. The Board of Directors recommends a vote AGAINST  this               
Shareholder  Proposal.  As required by federal  regulations,  the               
resolution and supporting statement are printed below.                          

RESOLVED: Shareholders request that our Board of  Directors         
review  the  Company's  policies  for  food  products  containing               
genetically   engineered   (GE)   ingredients   and   report   to               
shareholders by March 2004.  This report, developed at reasonable               
cost  and  omitting proprietary information, would  identify  the               
risks,   financial  costs  (including  opportunity   costs)   and               
benefits, and environmental impacts of the continued use  of  GE-               
ingredients in food products sold or manufactured by the Company.               

Shareholder Supporting Statement                                                

There   are   indicators   that   genetically   engineered        
agricultural products may be harmful to humans, animals,  or  the               
environment:                                                                    

The  National Academy of Sciences (NAS) report,  Genetically          
Modified  Pest-Protected Plants, recommends improved methods  for               
identifying  potential allergens in genetically engineered  pest-               
protected  plants and found the potential for gaps in  regulatory               
coverage (4/2000);                                                              

The NAS report The Environmental Effects of Transgenic Plants           
calls  for  "significantly more transparent and rigorous  testing               
and assessment" of GE-plants (2/2002);                                          

GE-fish  and  GE-wheat  may soon be commercialized,  despite          
potential negative impacts on wild fish and non-GE wheat;                       

Since fall 2000, many millions of dollars have been spent by          
food  companies in recalling food containing GE corn not approved               
for human consumption;                                                          

For  human  health and environmental concerns, the  European          
Union  has  proposed regulations to phase out by 2005 antibiotic-               
resistant marker genes, widely used to develop GE seeds;                        

GE-crops   grown  for  pharmaceutical  purposes,  including         
contraceptive effects, may contaminate crops and soil and  effect               
human health;                                                                   

Research has shown that Bt crops are building up Bt toxins in           
the soil, with unknown long-term effects on soil ecology.                       

Markets for GE-foods are threatened by extensive resistance:            

In  the UK, McDonald's, Burger King, and KFC exclude GE  soy          
and corn ingredients from their menus;                                

Europe's larger food retailers have committed to removing GE-         
foods  from  their store-brand products, as have  some  U.S.          
retailers;                                                            

PepsiCo's Frito Lay asked farmers for only non-GE  corn  for          
their corn chips;                                                     

McCain  Foods of Canada announced it would no longer  accept          
GE-Bt potatoes for their brand-name products (11/99);                 

Gerber Products does not allow GE corn or soybeans in  their          
baby foods;                                                           

Upon  ratification by 50 countries, the Biosafety  Protocol,          
signed  by over 100 countries, will require that genetically          
engineered  organisms (GEOs) intended  for  food,  feed  and          
processing  must  be labeled "may contain" GEOs.   Countries          
can  decide whether to import those commodities based  on  a          
scientific risk assessment;                                           

Countries  around the world, including Brazil,  Greece,  and          
Thailand,  have instituted moratoriums or banned importation          
of GE-seeds and crops;                                                

Labelling  of  GE  foods is required in the European  Union,          
Japan,  New Zealand, South Korea and Australia, and  favored          
by  70-93% of people surveyed and over a dozen opinion polls          
in the U.S.                                                           

We urge that this report:                                               

1) identify  the  scope  of  the Company's  products  that  are             
derived from/contain GE ingredients;                                  
2) outline  a  contingency plan for sourcing non-GE ingredients             
should circumstances so require;                                      
3) cite  evidence of long-term safety testing that demonstrates             
that  GE  crops, organisms, or products thereof are actually          
safe for humans, animals, and the environment.                        

Board of Directors' Statement In Opposition                                     

Your  Board  of  Directors recommends a vote  AGAINST  this         
Shareholder Proposal for the following reasons:                                 

The  Company  cares  and actively supports  its  customers'         
interest  in food safety. We firmly believe that all of our  food               
products, including those which may contain ingredients developed               
through biotechnology or genetic engineering, are safe.  However,               
we  believe  that  the  United States Food & Drug  Administration               
("FDA"),  the Environmental Protection Agency ("EPA"), and  other               
regulatory authorities who are charged with protecting the health               
and  safety  of  the public and the environment  are  the  proper               
entities,  rather than a restaurant company like the Company,  to               
evaluate  and make judgments about environmental risks  presented               
by  crops  enhanced  through biotechnology  and  safety  concerns               
caused  by the use of biotechnology-derived ingredients.  Brinker               
International  takes  its  lead from  national  food  safety  and               
regulatory  authorities  and we support  their  efforts  to  take               
whatever  steps  are  necessary  to  assure  that  any  new  food               
technology  is  safe for consumers and the environment.   Brinker               
International  complies,  and will  continue  in  the  future  to               
comply,  with  all  governmental regulations applicable  to  food               
safety.                                                                         

We  understand  that  the use of genetic  engineering  with         
respect  to  certain  staple foods is widespread  in  the  United               
States.   Even  when these foods are produced  in  an  unmodified               
form,  under  current  practices they  are  combined  with  other               
biotechnology-derived  foods  during  storage  and  distribution.               
Your  Board of Directors believes that it would be difficult  and               
costly  for  the Company to require its vendors to  identify  the               
scope   of   the   Company's  products  that  are  derived   from               
biotechnology-derived  ingredients  and   identify   sources   of               
alternative food ingredients that are not biotechnology-derived.                

Requiring  the Company to provide the requested  report  to         
shareholders would involve unnecessary expenditures of  time  and               
resources.   We  firmly  believe that all products  sold  at  our               
restaurants,  including  those  which  may  contain   ingredients               
developed  through  biotechnology, are  safe.   Furthermore,  the               
reduction  of  the  use  of  pesticides,  the  creation  of  more               
nutritious foods, and the possibility of finding new ways to help               
feed   the  world  are  several  benefits  to  society  and   the               
environment  that biotechnology in foods may bring.  However,  we               
respect   the   views  of  those  who  question  the   value   of               
biotechnology  in  foods. Your Board of Directors  believes  that               
Brinker  International's shareholders will be  better  served  if               
governmental agencies such as the FDA and EPA monitor farmers and               
scientists to determine the safety of biotechnology-derived  food               
ingredients for both human consumption and the environment  while               
the  Company  keeps  its focus on offering  tasty  and  desirable               
restaurant  meals for our customers that comply  with  applicable               
food safety regulations.                                                        

Despite our opposition to this proposal, we are committed to          
the  use of only those ingredients that meet our high quality and               
safety  standards and we will continue to support the efforts  of               
regulatory  authorities to take whatever steps are  necessary  to               
assure that any new food technology is safe for consumers and the               
environment.   Our shareholders and consumers can  count  on  our               
compliance with all such regulations.                                           

FOR  THE FOREGOING REASONS, YOUR BOARD OF DIRECTORS BELIEVES THAT               
THIS  PROPOSAL  IS NOT IN THE BEST INTEREST OF  THE  COMPANY  AND               
UNANIMOUSLY RECOMMENDS THAT YOU VOTE AGAINST PROPOSAL 3.                        

BOARD ORGANIZATION                

Classes of Directors                                                            

Each director serves for a one year term and is subject  to         
re-election  by  the  shareholders  of  the  Company  each  year.               
However, the Governance and Nominating Committee has divided  the               
non-employee  directors  into  four  classes.  The  classes   are               
staggered  so  that each year the members of one of  the  classes               
shall  have served on the Board of Directors for four consecutive               
years.   At  such time, the members of such class are  considered               
"Retiring  Directors" and will, as determined by  the  Governance               
and Nominating Committee, either leave the Board of Directors  or               
serve  an  additional four year term on the  Board  of  Directors               
(subject  to  annual  re-election  by  the  shareholders  of  the               
Company).    All  decisions  of  the  Governance  and  Nominating               
Committee  are  made  after considering  the  appropriateness  of               
keeping  existing members on the Board of Directors or nominating               
new  candidates  for  election to the Board  of  Directors.   Dr.               
Frederick S. Humphries is a Retiring Director and is leaving  the               
Board of Directors after eight years of service.  Each of Messrs.               
Girouard  and Oesterreicher are Retiring Directors who have  been               
renominated by the Governance and Nominating Committee.  The four               
classes  of  non-employee  directors  are  as  follows:   Messrs.               
Girouard, Nye, and Oesterreicher and Ms. Smith comprise  Class  1               
and  will  be  considered Retiring Directors  as  of  the  annual               
meeting  of  shareholders following the end of  the  2006  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. Cook and Staubach comprise Class 4 and will               
be  considered  Retiring Directors as of the  annual  meeting  of               
shareholders following the end of the 2005 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               
Governance and Nominating Committee.                                            

All  of  the  members  of  the  Audit,  Compensation,  and        
Governance and Nominating Committees are directors independent of               
management who are not and never have been officers or  employees               
of the Company.                                                                 

The  Executive  Committee (currently comprised  of  Messrs.         
Cook,  Girouard, Marcus, and McDougall) met two times during  the               
fiscal  year.   The Executive Committee reviews material  matters               
between  Board meetings, provides advice and counsel  to  Company               
management,  and has the authority to act for the Board  on  most               
matters  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.                                                                      

The   Audit   Committee   is   currently   comprised   of       
Messrs. Girouard, Humphries, and Oesterreicher and Ms. Smith  and               
it  met  three times during the fiscal year. A discussion of  the               
role  of  the  Audit Committee is provided under "Report  of  the               
Audit Committee" below.                                                         

The  Compensation  Committee  is  currently  comprised  of        
Messrs.  Cook, Girouard, and Oesterreicher and Ms. Smith and  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 compensation  and  stock-based               
incentive plans (subject to shareholder approval where required),               
management of the various stock option plans of the Company,  and               
approval of the total number of available shares to be used  each               
year   in  stock-based  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 Governance and 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 Governance and Nominating Committee will consider               
a  shareholder-recommended nomination for director  to  be  voted               
upon at the 2003 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 27, 2003.  The  Governance  and               
Nominating  Committee is composed of Messrs. Cook, Kirk,  Marcus,               
and Staubach and it met two times during the fiscal year.                       

During  the fiscal year ended June 26, 2002, the  Board  of         
Directors  held  five  meetings.   With  the  exception  of   Mr.               
Staubach,  who attended 71.4% of the aggregate total meetings  of               
the  Board  of Directors and Committees on which he served,  each               
director attended at least 75% of the aggregate total of meetings               
of  the  Board  of Directors and Committees on which  he  or  she               
served.                                                                         

Directors' Compensation                                                         

Directors who are not employees of the Company receive  (a)         
annual  compensation of $40,000, at least 25% of  which  must  be               
taken  in the form of stock options or restricted stock,  (b)  an               
annual  grant of 4,000 stock options, (c) $2,000 for each meeting               
of  the  Board  of  Directors attended, and (d) $2,000  for  each               
meeting of any committee of the Board of Directors attended.  The               
Chair  of  the  Audit  Committee will receive  additional  annual               
compensation of $7,500 and the Chair of each of the Compensation,               
Executive, and Governance and Nominating Committees will  receive               
additional  annual  compensation of  $5,000.   The  Company  also               
reimburses  directors  for costs incurred by  them  in  attending               
meetings of the Board.  A new director who is not an employee  of               
the Company will receive 20,000 stock options at the beginning of               
such director's term.  The stock options and restricted stock are               
granted pursuant to the Company's 1999 Stock Option and Incentive               
Plan  for  Non-Employee  Directors  and  Consultants  as  of  the               
sixtieth  day  following  the Board of  Directors'  meeting  held               
contemporaneous  with the annual meeting of shareholders  (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.  A Retiring Director who               
is  being  nominated  for an additional  term  on  the  Board  of               
Directors  will  receive  an additional  grant  of  10,000  stock               
options at the beginning of such director's new term.                           

EXECUTIVE OFFICERS                

The Board of Directors elects executive officers annually at          
its  first  meeting following the annual meeting of shareholders.               
Certain information about the Company's executive officers is set               
forth  below.  Information about Mr. McDougall and Mr. Brooks  is               
included  under the caption "Election of Directors -  Information               
About Nominees."                                                                

Wilson  L.  Craft, 49, was elected Big Bowl  Asian  Kitchen         
President  in November 2000, having previously served  as  Senior               
Vice  President and Chief Operating Officer of Chili's since  May               
1998.   Mr. Craft joined the Company in 1984 as a Chili's Manager               
Trainee  and  was  promoted  to General  Manager  in  1985,  Area               
Director  and  then Regional Director in 1987, and Regional  Vice               
President  of  Operations in 1991, a position he held  until  May               
1998.                                                                           

Todd  E. Diener, 45, was elected Chili's 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.                                       

Starlette Johnson, 39, was elected Executive Vice President         
and  Chief  Strategic Officer in June 2001.  Mrs. Johnson  joined               
the Company in 1995 as Director of Planning.  She was promoted to               
Vice  President of Strategic Development in 1996  and  was  named               
Senior Vice President of Human Resources in June 2000.                          

John  G.  Malone, 49, was elected Cozymel's  Coastal  Grill         
President  in  August 2002, having previously served  as  Chili's               
Senior  Vice  President  of Operations since  1997.   Mr.  Malone               
joined  the Company as a Chili's Manager Trainee in 1980 and  was               
promoted  to  General  Manager in 1982, Area  Director  in  1983,               
Regional Director in 1991, and Regional Vice President in 1991, a               
position he held until August 2002.                                             

John  C. Miller, 47, 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 1994 and was subsequently elected               
Senior  Vice President and Mexican Concepts President in 1995,  a               
position he held until April 1997.                                              

David M. Orenstein, 44, was elected On The Border President         
in  August  2002,  having previously served  as  Chief  Operating               
Officer  of  On The Border since May 2002 and Vice  President  of               
Operations  for  On  The Border since June 1999.   Mr.  Orenstein               
joined the Company as a Chili's Manager in Training in 1984,  was               
promoted  to General Manager in 1986, and Area Director in  1988.               
Mr.  Orenstein became a Regional Director in 1993, a position  he               
held until 1997.  Between 1997 and 1999, Mr. Orenstein owned  and               
operated his own restaurant.                                                    

Charles  M.  Sonsteby,  49,  was  elected  Executive  Vice        
President and Chief Financial Officer in May 2001.  Mr.  Sonsteby               
joined the Company as Director of the Company's Tax, Treasury and               
Risk  Management departments in 1990.  In 1994 he was named  Vice               
President and Treasurer and was promoted to Senior Vice President               
of Finance in March 1997, a position he held until May 2001.                    

Roger  F.  Thomson,  53,  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.                                                   

Mark  F. Tormey, 49, has served as Maggiano's Little  Italy         
("Maggiano's") President since November 1997, having  joined  the               
Company  as Senior Vice President and Chief Operating Officer  of               
Maggiano's  in  1995.  Prior to joining the Company,  Mr.  Tormey               
worked for Lettuce Entertain You Enterprises, Inc. ("LEYE") since               
1979.  In 1991, Mr. Tormey opened the first Maggiano's restaurant               
and worked with the Maggiano's group at LEYE until Maggiano's was               
acquired by the Company in 1995.                                                

David  Wolfgram,  44,  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 1995.  Mr. Wolfgram joined LEYE in 1980  and               
became  Vice President and Managing Partner in 1989. Mr. Wolfgram               
worked  with the Corner Bakery group at LEYE until Corner  Bakery               
was acquired by the Company in 1995.                                            

EXECUTIVE COMPENSATION                

Summary Compensation Table                                                      

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 2002.                              

                                                        [Enlarge/Download Table]
                                                             Long-Term Compensation                   

                         Annual                           Awards              Payouts                 
                      Compensation                                                                    

Name and                                           Restricted   Securities   Long-Term    All Other   
Principal                                          Stock        Underlying   Incentive    Compensation
Position             Year  Salary      Bonus       Awards (1)   Options      Payouts      (2)         
                                                                                                      
Ronald A. McDougall  2002  $1,100,000  $1,100,001  $ 466,039       275,000   $  515,660    $ 18,000   
Chairman of the      2001  $  999,385  $1,149,354  $ 201,595       180,001   $  352,054    $ 42,783   
Board and Chief      2000  $  978,462  $1,357,616  $ 973,204       180,000   $  174,054    $ 29,112   
Executive Officer                                                                                     

Douglas H. Brooks    2002  $  723,462  $  578,770  $ 294,441       125,000   $  325,791    $ 21,043   
President and        2001  $  674,154  $  566,290  $ 127,344       112,501   $  222,425    $ 29,777   
Chief Operating      2000  $  624,231  $  866,121  $ 605,398       112,500   $  110,050    $ 19,803   
Officer                                                                                               

Todd E. Diener       2002  $  457,115  $  269,077  $ 290,521        45,000   $  385,528    $ 21,677   
Chili's Grill &      2001  $  407,539  $  272,296  $ 124,238        37,501   $  219,458    $ 22,942   
Bar President        2000  $  355,962  $  293,354  $ 200,731        37,500   $  107,346    $ 57,531   

Roger F. Thomson     2002  $  419,385  $  251,631  $ 122,843        46,500   $  135,922    $ 20,561   
Executive Vice       2001  $  399,231  $  251,516  $  53,135        46,501   $   92,797    $ 20,022   
President, Chief     2000  $  374,231  $  346,164  $ 320,804        46,500   $   45,914    $ 33,886   
Administrative                                                                                        
Officer, General                                                                                      
Counsel and                                                                                           
Secretary                                                                                             

John C. Miller       2002  $  424,231  $  206,686  $ 258,451        45,000    $  279,708   $ 22,702   
Romano's             2001  $  399,847  $  251,904  $ 115,629        37,501    $  195,243   $ 24,480   
Macaroni Grill       2000  $  349,385  $  234,088  $ 265,556        37,500    $   99,910   $ 16,552   
President                                                                                             


(1)   Restricted  stock  is  valued at the  closing  price  of  the             
Company's  Common  Stock  on the grant dates.   Mr.  McDougall  was             
awarded  19,022 shares of restricted stock during the  last  fiscal             
year,  6,341  shares  of  which vested on August  10,  2002,  6,340             
shares  of which will vest on August 10, 2003, and 6,341 shares  of             
which  will  vest  on  August 10, 2004.   Mr.  Brooks  was  awarded             
12,018  shares  of  restricted stock during the last  fiscal  year,             
4,006  shares  vested  on August 10, 2002, 4,006  shares  of  which             
will  vest on August 10, 2003, and 4,006 shares of which will  vest             
on  August  10,  2004.  Mr.  Diener was awarded  11,858  shares  of             
restricted  stock  during the last fiscal  year,  3,953  shares  of             
which  vested on August 10, 2002, 3,952 shares of which  will  vest             
on  August 10, 2003, and 3,953 shares of which will vest on  August             
10,  2004.  Mr.  Thomson  was awarded 5,014  shares  of  restricted             
stock  during  the last fiscal year, 1,672 shares of  which  vested             
on  August 10, 2002, 1,671 shares of which will vest on August  10,             
2003,  and 1,671 shares of which will vest on August 10, 2004.  Mr.             
Miller  was  awarded 10,549 shares of restricted stock  during  the             
last  fiscal  year,  3,517 shares of which  vested  on  August  10,             
2002,  3,516  shares  of which will vest on August  10,  2003,  and             
3,516  shares  of  which will vest on August 10, 2004.  The  dollar             
value  of  the restricted stock held by each of the named executive             
officers  at the end of the last fiscal year (at $32.17 per  share,             
the  closing price of the Company's Common Stock on June 26,  2002)             
is as follows:                                                                  

                                                                [Download Table]
Executive            Shares of Restricted Stock    Value of Restricted Stock
                                                                            
Ronald A. McDougall  48,086                         $1,546,927              
Douglas H. Brooks    30,226                         $  972,370              
Todd E. Diener       20,283                         $  652,504              
Roger F. Thomson     12,935                         $  416,119              
John C. Miller       18,706                         $  601,772              


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             
objectives are attained.                                                        

(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 2002 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.                       

                                                        [Enlarge/Download Table]
                              % of                                                         
                              Total                                                        
                              Options                              Realizable Value of     
                              Granted to                           Assumed Annual Rates of 
                              Employees                            Stock Price Appreciation
                     Options  in Fiscal   Exercise or  Expiration  for Option Term (1)     
Name                 Granted  Year        Base Price    Date          5%          10%      
                                                                                           
Ronald A. McDougall  275,000  10.95%      $27.90       11/15/11    $4,825,150  $12,227,875 
Douglas H. Brooks    125,000   4.98%      $27.90       11/15/11    $2,193,250  $ 5,558,125 
Todd E. Diener        45,000   1.79%      $27.90       11/15/11    $  789,570  $ 2,000,925 
Roger F. Thomson      46,500   1.85%      $27.90       11/15/11    $  815,889  $ 2,067,623 
John C. Miller        45,000   1.79%      $27.90       11/15/11    $  789,570  $ 2,000,925 


(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 positive spread between the exercise price  of  any               
such existing options and the $32.17 fiscal year end price of the               
Company's Common Stock.                                                         

                                                        [Enlarge/Download Table]
                                                                               Value of Unexercised    
                     Shares                    Number of Unexercised          In-the-Money Options at  
                     Acquired     Value      Options at Fiscal Year End           Fiscal Year End      
Name                On Exercise  Realized     Exercisable    Unexercisable  Exercisable   Unexercisable
                                                                                                       
Ronald A. McDougall   997,501   $18,764,236    521,250         545,001       $ 8,184,564  $3,556,411   
Douglas H. Brooks     114,750   $ 2,672,987    656,252         293,751       $12,864,299  $2,022,603   
Todd E. Diener         10,230   $   194,281    147,963         101,251       $ 2,513,640  $  688,438   
Roger F. Thomson       37,500   $   569,501     23,250         116,251       $   373,046  $  813,951   
John C. Miller        147,768   $ 3,298,999    262,314         101,251       $ 5,013,001  $  688,438   

Equity Compensation Plan Information                                            

The  following table sets forth information concerning  the         
shares  of  Common  Stock  that may be issued  upon  exercise  of               
options,  warrants and rights under all of the  Company's  equity               
compensation plans as of June 26, 2002, consisting  of  the  1983               
Incentive  Stock  Option Plan, 1991 Stock Option  Plan  for  Non-               
Employee  Directors and Consultants, 1992 Incentive Stock  Option               
Plan, Stock Option and Incentive Plan, and 1999 Stock Option  and               
Incentive  Plan for Non-Employee Directors and Consultants.   All               
of  such  plans  have  been approved by the shareholders  of  the               
Company.                                                                        

                                                                [Download Table]
             (a)             (b)                     (c)                     
Plan         Number of       Weighted-average        Number of securities    
category     securities      exercise price          remaining available     
             to be issued    of outstanding          for future issuance     
             upon exercise   options, warrants       under equity            
             of outstanding  and rights              compensation plans      
             options,                                (excluding securities   
             warrants and                            reflected in column (a))
             rights                                                          
                                                                             
Equity       10,334,583        $20.38                 3,127,122              
compensation                                                                 
plans                                                                        
approved by                                                                  
security                                                                     
holders                                                                      

Equity         None            None                    None                  
compensation                                                                 
plans not                                                                    
approved by                                                                  
security                                                                     
holders                                                                      

Total        10,334,583        $20.38                 3,127,122              

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          
Compensation 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 Compensation  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.  All               
amounts  of a salaried participant's contribution up to a maximum               
of  5% of such participant's base compensation are matched by the               
Company  in  an  amount  equal  to twenty-five  percent  of  such               
salaried participant's contribution.                                            

Plan I is a qualified 401(k) plan.  Participants in Plan  I         
elect the percentage of pay they wish to contribute (in an amount               
not  to exceed the greater of (a) 20% of base salary and 100%  of               
eligible  bonus  or  (b)  $11,000)  as  well  as  the  investment               
alternatives  in  which their contributions are to  be  invested.               
The  Company's  matching contribution for  all  salaried  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 (in an amount not to exceed  50%               
of  base salary and 100% of eligible bonus).  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.  Stock options are typically granted               
annually in November as part of a fixed grant, based on a  target               
value  approved by the Compensation Committee.  The  Compensation               
Committee  has  the authority to substitute shares of  restricted               
stock for stock options as part of this fixed grant.                            

The  Executive  Long-Term Incentive Plan is a  performance-         
related  plan using overlapping three-year cycles paid  annually.               
For   corporate  officers,  the  criterion  for  payment  is  the               
Company's cumulative earnings per share over a three-year  period               
relative  to a target established by the Compensation  Committee.               
For a restaurant concept officer, the criterion is the three-year               
cumulative  profit  before  taxes  for  such  restaurant  concept               
relative to the target established by the Compensation Committee.               

Each  participant will be assigned a specific dollar target         
at  the  beginning  of  each three-year cycle  for  payout  in  a               
combination  of  cash and restricted stock  at  the  end  of  the               
designated  three-year performance period  based  on  achievement               
relative    to    plan.     These    three-year    targets    are               
established/revised as part of the annual planning process.  Once               
established  and  approved, targets are fixed  for  the  upcoming               
three-year cycle.  The actual cash payment and number  of  shares               
granted of restricted stock will vary based on the achievement to               
plan  of  earnings per share for corporate officers,  and  profit               
before  taxes  for restaurant concept officers.  The  participant               
will  receive  the  target payment if the target  performance  is               
achieved  for  the  three-year cycle; an above  or  below  target               
payout  will  be  made  based on actual performance  compared  to               
planned performance for the ending three-year cycle.  Any payouts               
made  under the Executive Long-Term Incentive Plan shall be  made               
one-half  in  cash  and  one-half  in  restricted  stock,   which               
restricted stock will vest one-third per year over the next three               
years.                                                                          

All  payouts  under the Executive Long-Term Incentive  Plan         
will  have  a 150% payout cap, subject to override by  the  Chief               
Executive Officer of the Company (except for payouts to the Chief               
Executive  Officer,  which shall be subject to  override  by  the               
Compensation  Committee). No participant in the  Executive  Long-               
Term  Incentive  Plan may receive a payout of more  than  100,000               
shares  of restricted stock and $1,500,000 in cash in any  fiscal               
year.                                                                           

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               
$100,000  salary  increase  for  fiscal  2003  to  recognize  the               
Company's performance during fiscal 2002 under his leadership and               
his significant contributions to the Company's continued success.               
Mr. McDougall was granted 275,000 stock options and 19,022 shares               
of   restricted  stock  under  the  Company's  Stock  Option  and               
Incentive  Plan.   Approximately 52.4% of  Mr.  McDougall's  cash               
compensation  for fiscal 2002 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 2002 fiscal year, Mr. McDougall's               
total  cash  compensation decreased approximately 2.3%  from  its               
level in the 2001 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.  No member of the Compensation Committee serves or               
previously served as an employee or officer of the Company.                     

Respectfully submitted,           
COMPENSATION COMMITTEE            

DAN W. COOK, III (Chair)          
MARVIN J. GIROUARD                
JAMES E. OESTERREICHER            
CECE SMITH                        

REPORT OF THE AUDIT COMMITTEE               

In accordance with its written charter adopted by the Board         
of  Directors, a revised copy of which is attached to this  Proxy               
Statement as Appendix A, the Audit Committee assists the Board of               
Directors in fulfilling its responsibility for oversight  of  the               
quality  and integrity of the accounting, auditing and  financial               
reporting  practices  of  the  Company.   Company  management  is               
responsible for the Company's internal controls and the financial               
reporting process.  KPMG LLP, the Company's independent auditors,               
is  responsible  for  performing  an  independent  audit  of  the               
Company's  financial  statements  in  accordance  with  generally               
accepted  auditing  standards and for issuing a  report  thereon.               
The  Audit  Committee's responsibility is to monitor and  oversee               
these processes.  The Audit Committee also is responsible for the               
selection  of  the  Company's independent  auditors.   The  Audit               
Committee  is  composed solely of independent directors  who  are               
qualified  for service under the New York Stock Exchange  listing               
standards.                                                                      

In  this context, the Audit Committee held discussions with         
management of the Company, who represented to the Audit Committee               
that the Company's audited financial statements were prepared  in               
accordance  with generally accepted accounting principals.   Such               
discussions  also involved an evaluation of the  independence  of               
KPMG  LLP.   The  Audit Committee has reviewed and discussed  the               
audited  financial  statements  with  both  management  and   the               
independent auditors. The Audit Committee also discussed with the               
independent  auditors the matters required  to  be  discussed  by               
Statement on Auditing Standards No. 61 (Communication with  Audit               
Committees).   The  Audit  Committee  has  received  the  written               
disclosures and the letter from the independent auditors required               
by  Independence  Standards Board Standard  No.  1  (Independence               
Discussions  with Audit Committees) and have discussed  with  the               
independent  auditors  its independence in  connection  with  its               
audit of the Company's financial statements.                                    

Based on the discussions with KPMG LLP concerning the audit,          
the independence discussions, and the financial statement review,               
and  such  other matters deemed relevant and appropriate  by  the               
Audit Committee, the Audit Committee recommends to the Board that               
the  financial  statements be included in  the  Company's  Annual               
Report  on Form 10-K for the fiscal year ended June 26, 2002  for               
filing  with the Securities and Exchange Commission.   The  Audit               
Committee  also recommended that KPMG LLP be reappointed  as  the               
Company's independent auditors for the 2003 fiscal year.                        

                 Respectfully submitted,
         AUDIT COMMITTEE

                          JAMES E. OESTERREICHER (chair)
              MARVIN J. GIROUARD
                  FREDERICK S. HUMPHRIES
      CECE SMITH

Audit Fees                                                                      

The following table sets forth the aggregate fees billed to         
the  Company  for  the fiscal year ended June  26,  2002  by  the               
Company's principal accounting firm, KPMG LLP:                                  

Annual Audit Fees    Financial Information Systems     All Other Fees         
Design and Implementation Fees      
$ 140,000                   $ 0                     $ 384,000 (1)(2)  

(1)   The Audit Committee has considered whether the provision of               
these  non-audit  services  by KPMG  LLP  is  compatible  with            
maintaining the independence of such principal accountant.                

(2)    Includes  fees  for  tax  consulting  ($221,000),   audits               
performed  for  benefit  plans  and  international  affiliates            
($30,000), franchise-related services ($16,000), outsourcing of           
internal audit-related information technology services ($73,000),         
and accounting advisory services ($44,000).                               

STOCK OWNERSHIP OF CERTAIN PERSONS                

The following table shows (a) certain information as to all         
persons known by the Company to beneficially own more than 5%  of               
the  Common  Stock  of the Company and (b) the ownership  of  the               
Company's Common Stock by the named executive officers,  and  all               
executive officers and directors as a group.                                    

                                 Number Attributable
Number of Shares of     to Options
        Common Stock            Exercisable Within
Name                   Beneficially Owned as   60 Day of                        
                  of September 9, 2002    September 9, 2002    Percent

FMR Corp.                                                                       
82 Devonshire Street     9,491,980 (1)          (2)                8.88%      
Boston, MA 02109                                                              

Ronald A. McDougall         777,197 (3) (4)       701,250           *           

Douglas H. Brooks           898,375 (3) (4)       768,752           *           

Todd E. Diener              236,806 (3) (4)       185,463           *           

Roger F. Thomson             91,529 (3) (4)        69,750           *           

John C. Miller              345,141 (3) (4)       299,814           *           

All Executive                                                                   
Officers and              3,121,990 (3) (4)     2,462,212           3.11%       
Directors as a                                                                  
Group (20 persons)                                                              

*    Less than 1%.                                                    
(1)  Based on information contained in Schedule 13G dated February    
14, 2002.                                                   
(2)  Not Applicable                                                   
(3)  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.                        
(4)  Includes shares of Common Stock which may be acquired by         
exercise of options vested, or vesting within 60  days  of        
September 9, 2002, under the Company's 1983 Incentive Stock       
Option Plan, 1992 Incentive Stock Option Plan, and Stock Option   
and Incentive Plan, as applicable.                                

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.                     

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  values  shown   are   neither               
indicative nor determinative of future performance.                             

                1997     1998     1999     2000     2001    2002
Brinker International   $100.00  $141.08  $196.45  $211.17  $266.37 $344.69     
S&P 500                  100.00   130.16   159.78   171.36   145.95  119.70     
S&P Restaurants          100.00   135.47   169.82   130.64   127.50  144.82     

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. Except for one late filing during the fiscal               
year by each of Messrs. Humphries and Miller and two late filings               
by   Mr.   Sonsteby,  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 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. There were no transactions required  to               
be reported.                                                                    

SHAREHOLDERS' PROPOSALS                 

Any  proposals that shareholders of the Company  desire  to         
have presented at the 2003 annual meeting of shareholders must be               
received  by  the Company at its principal executive  offices  no               
later than May 27, 2003.                                                        

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  26,  2002,               
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 24, 2002                                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘DEF 14A’ Filing		Date		Other Filings
		11/15/11
		1/4/09
		8/9/05
		8/10/04		SC 13G/A
		8/10/03
		5/27/03
		11/14/02
		11/4/02
Filed on:		9/24/02		10-K,  8-K
		9/16/02
		9/9/02
		8/10/02
For Period End:		6/26/02		10-K
		2/14/02
		11/15/01
				List all Filings