                         APPENDIX A

                   AUDIT COMMITTEE CHARTER

  I.    Composition  of  the  Audit  Committee:   The  Audit
  Committee  of Brinker International, Inc. (the  "Company")
  shall be comprised of at least three directors, each of whom
  the Board has determined has no material relationship with
  the  Company  and each of whom is otherwise  "independent"
  under the rules of the New York Stock Exchange, Inc.   The
  Board  shall designate one member of the committee as  its
  chairperson  and one as its vice-chair.  The  Board  shall
  determine that each member is "financially literate",  and
  that at least one member of the Audit Committee shall have
  "accounting or related financial management expertise," as
  such  qualifications  are  interpreted  by  the  Board  of
  Directors in its business judgment.

       No  director  may  serve as a  member  of  the  Audit
  Committee  if such director serves on the audit committees
  of  more than two other public companies unless the  Board
  of  Directors  determines that such  simultaneous  service
  would   not  impair  the  ability  of  such  director   to
  effectively  serve  on the Audit Committee  and  discloses
  this   determination   in  the  Company's   annual   proxy
  statement.  No director may serve as chairperson or  as  a
  voting  member of the Audit Committee if such director  is
  a  beneficial owner of 20% or more of the Company's voting
  stock  (or  is a general partner, controlling  shareholder
  or  officer  of  such  a beneficial  owner),  but  such  a
  director  may  serve as a non-voting member of  the  Audit
  Committee.

       No  member  of  the Audit Committee may  receive  any
  compensation  from the Company other than  (i)  director's
  fees  (including  cash,  stock,  restricted  stock  and/or
  stock   options),  (ii)  a  pension  or   other   deferred
  compensation  for prior service that is not contingent  on
  future service, and (iii) any other regular benefits  that
  other directors receive.

  II.  Purposes of the Audit Committee:  The purposes of the
  Audit Committee are to:

      A.   Assist Board oversight of (i) the integrity of the
          Company's financial statements, (ii) the Company's
          compliance with legal and regulatory requirements, (iii) the
          independent auditor's qualifications and independence, and
          (iv) the performance of the independent auditors and the
          Company's internal audit function; and

      B.   Prepare the report required of the Audit Committee
           pursuant to the rules of the Securities and Exchange
           Commission (the "SEC") for inclusion in the Company's annual
           proxy statement.

      The function of the Audit Committee is oversight.  The
  management   of  the  Company  is  responsible   for   the
  preparation,  presentation and integrity of the  Company's
  financial   statements.   Management  and   the   internal
  auditing   department  are  responsible  for   maintaining
  appropriate accounting and financial reporting  principles
  and  policies  and internal controls and  procedures  that
  provide  for  compliance  with  accounting  standards  and
  applicable   laws   and  regulations.    The   independent
  auditors are responsible for planning and carrying  out  a
  proper  audit of the Company's annual financial statements
  prior  to  the filing of the annual report on  Form  10-K,
  review  of  the  Company's quarterly financial  statements
  prior  to the filing of each quarterly report on Form  10-
  Q,    and   other   procedures.    In   fulfilling   their
  responsibilities hereunder, it is recognized that  members
  of  the Audit Committee are not full-time employees of the
  Company  and  are not, and do not represent themselves  to
  be,  accountants or auditors by profession or  experts  in
  the  fields of accounting or auditing.  As such, it is not
  the  duty or responsibility of the Audit Committee or  its
  members  to  conduct  "field  work"  or  other  types   of
  auditing  or accounting reviews or procedures  or  to  set
  auditor  independence standards, and each  member  of  the
  Audit  Committee  shall be entitled to  rely  on  (i)  the
  integrity  of those persons and organizations  within  and
  outside  the  Company from which it receives  information,
  (ii)  the  accuracy of the financial and other information
  provided  to  the  Audit  Committee  by  such  persons  or
  organizations  absent  actual knowledge  to  the  contrary
  (which  shall  be  promptly  reported  to  the  Board   of
  Directors),  and (iii) representations made by  management
  as  to  any  information technology,  internal  audit  and
  other  non-audit services provided by the auditors to  the
  Company.

      The  independent auditors shall submit to the  Company
  annually   a  formal  written  statement  (the  "Auditors'
  Statement")  describing,  to the  extent  permitted  under
  applicable  auditing  standards:  the  auditor's  internal
  quality-control procedures; any material issues raised  by
  the  most recent internal quality-control review  or  peer
  review   of   the   auditors,  or  by   any   inquiry   or
  investigation    by    governmental    or     professional
  authorities,  within the preceding five years,  respecting
  one   or  more  independent  audits  carried  out  by  the
  auditors,  and  any  steps taken to  deal  with  any  such
  issues;  and  (to  assess the auditor's independence)  all
  relationships  between the independent  auditors  and  the
  Company, including each non-audit service provided to  the
  Company   and   the  matters  set  forth  in  Independence
  Standards Board No. 1.

      The  independent auditors shall submit to the  Company
   annually  a  formal written statement of the fees  billed
   for   each   of  the  following  categories  of  services
   rendered  by the independent auditors: (i) the  audit  of
   the  Company's annual financial statements for  the  most
   recent  fiscal  year  and the reviews  of  the  financial
   statements  included in the Company's  Quarterly  Reports
   on  Form  10-Q  for  that fiscal year;  (ii)  information
   technology  consulting  services  for  the  most   recent
   fiscal  year,  in the aggregate and by each service  (and
   separately  identifying fees for such  services  relating
   to    financial    information   systems    design    and
   implementation);  and (iii) all other  services  rendered
   by  the  independent auditors for the most recent  fiscal
   year, in the aggregate and by each service.

   III. Meetings of the Audit Committee:  The Audit Committee
   shall meet once every fiscal quarter, or more frequently if
   circumstances dictate, to discuss with management the annual
   audited  financial  statements  and  quarterly  financial
   statements, as applicable.  The Audit Committee should meet
   separately at least quarterly with management, the director
   of  the  internal auditing department and the independent
   auditors to discuss any matters that the Audit Committee or
   any of these persons or firms believe should be discussed
   privately.  The Audit Committee may request any officer or
   employee of the Company or the Company's outside counsel or
   independent  auditors to attend a meeting  of  the  Audit
   Committee or to meet with any members of, or consultants to,
   the  Audit Committee.  Members of the Audit Committee may
   participate in a meeting of the Audit Committee by means of
   conference call or similar communications equipment by means
   of which all persons participating in the meeting can hear
   each other.

IV.  Duties and Powers of the Audit Committee:  To carry out
its purposes, the Audit Committee shall have the following
duties and powers:

        A.   With respect to the independent auditors,

             i.   to retain and terminate the independent auditors;

             ii.  to approve all audit engagement fees and terms, as well
                  as all significant non-audit engagements;

            iii. to ensure that the independent auditors prepare and
                 deliver annually an Auditor's Statement (it being understood
                 that the independent auditors are responsible for the
                 accuracy and completeness of this Statement), and to discuss
                 with the independent auditors any relationships or services
                 disclosed in this Statement that may impact the quality of
                 audit services or the objectivity and independence of the
                 Company's independent auditors;

            iv.  if applicable, to consider whether the independent
                 auditors' provision of (a) information technology consulting
                 services relating to financial information systems design
                 and implementation and (b) other non-audit services to the
                 Company is compatible with maintaining the independence of
                 the independent auditors, and is in compliance with
                 applicable laws and regulations.

            v.   to review and evaluate the qualifications, performance
                 and independence of the lead partner of the independent
                 auditors;

            vi.  to discuss with management the timing and process for
                 implementing the rotation of the lead audit partner of the
                 audit firm itself;

            vii. to take into account the opinions of management and the
                 Company's internal auditors in assessing the independent
                 auditors' qualifications, performance and independence; and

           viii. to instruct the independent auditors that the
                 independent auditors are ultimately accountable to the Board
                 and the Audit Committee, as representatives of the
                 shareholders.

        B.   With respect to the internal auditing department,

             i.   to review the appointment and replacement of the
                  director of the internal auditing department; and

             ii.  to advise the director of the internal auditing
                  department that he or she is expected to provide to the
                  Audit Committee summaries of and, as appropriate, the
                  significant reports to management prepared by the internal
                  auditing department and management's responses thereto.

         C.   With respect to financial reporting principles and
              policies and internal audit controls and procedures,

              i.   to advise management, the internal auditing department
                   and the independent auditors that they are expected to
                   provide to the Audit Committee a timely analysis of
                   significant financial reporting issues and practices;

              ii.  to consider any reports or communications (and
                   management's and/or the internal audit department's
                   responses thereto) submitted to the Audit Committee by the
                   independent auditors required by or referred to in SAS 61
                   (as codified by AU Section 380), as may be modified or
                   supplemented, including reports and communications related
                   to:

                a.   deficiencies noted in the audit in the design or
                     operation of internal controls;

                b.   consideration of fraud in a financial statement audit;

                c.   detection of illegal acts;

                d.   the independent auditor's responsibility under
                     generally accepted auditing standards;

                e.   any restriction on audit scope;

                f.   significant accounting policies;

                g.   significant issues discussed with the national office;

                h.   management judgments and accounting estimates;

                i.   adjustments arising from the audit;

                j.   the responsibility of the independent auditor for other
                     information in documents containing audited financial
                     statements;

                k.   disagreements with management;

                l.   consultation by management with other accountants;

                m.   major issues discussed with management prior to
                     retention of the independent auditor;

                n.   difficulties encountered with management in performing
                     the audit;

                o.   the independent auditor's judgments about the quality
                     of the Company's accounting principles;

                p.   reviews of interim financial information conducted by
                     the independent auditor; and

                q.   the responsibilities, budget and staffing of the
                     Company's internal audit function.

            iii. To meet with management, the outside auditors and, if
                 appropriate, the director of the internal auditing
                 department:

                a.   to discuss the scope of the annual audit;

                b.   to discuss the annual audited financial statements and
                     quarterly financial statements, including the Company's
                     disclosures under "Management's Discussion and Analysis of
                     Financial Condition and Results of Operations";

                c.   to discuss any significant matters arising from any
                     matters referred to above, whether raised by management,
                     the internal auditing department or the independent
                     auditors, relating to the Company's financial statements;

                d.   to discuss any difficulties the independent auditors
                     encountered in the course of the audit, including any
                     restrictions on their activity or access to requested
                     information and any significant disagreements with
                     management;

                e.   to discuss any noted or proposed accounting adjustments
                     that were not made and any communication between the
                     independent auditor and its national office;

                f.   to review the form of opinion the independent auditors
                     propose to render to the Board of Directors and
                     shareholders;

                g.   to discuss any significant changes to the Company's
                     auditing and accounting principles, policies, controls,
                     procedures and practices proposed or contemplated by the
                     independent auditors, the internal auditing department or
                     management;

                h.   to discuss, as appropriate: (1) analyses prepared by
                     management and/or the independent auditors setting forth
                     significant financial reporting issues and judgments made
                     in connection with the preparation of the financial
                     statements, including analyses of the effects of alterna-
                     tive GAAP methods on the financial statements; (2) the
                     effect of regulatory and accounting initiatives, as well
                     as off-balance sheet structures, on the financial state-
                     ments of the Company; and (3) any other major issues
                     regarding accounting principles and financial statements;
                     and

                i.   to inquire about significant risks and exposures, if
                     any, and the steps taken to monitor and minimize such
                     risks.

            iv.  to obtain from the outside auditors assurance that the
                 audit was conducted in a manner consistent with Section 10A
                 of the Securities Exchange Act of 1934, as amended, which
                 sets forth certain procedures to be followed in any audit of
                 financial statements required under the Securities Exchange
                 Act of 1934;

            v.   to discuss with the Company's General Counsel any
                 significant legal matters that may have a material effect on
                 the financial statements or the Company's compliance
                 policies, including material notices to or inquiries
                 received from governmental agencies;

            vi.  to discuss earnings press releases, as well as
                 financial information and earnings guidance provided to
                 analysts and rating agencies, which discussions may occur
                 after issuance;

            vii. to establish hiring policies for employees or former
                 employees of the outside auditors; and

           viii. to discuss guidelines and policies governing the
                 process by which senior management of the Company and the
                 relevant departments of the Company assess and manage the
                 Company's exposure to risk, and to discuss the Company's
                 major financial risk exposures and the steps management has
                 taken to monitor and control such exposures.

        D.   With respect to reporting and recommendations,

            i.   to prepare any report or other disclosures, including
                 any recommendation of the Audit Committee, required by the
                 rules of the SEC to be included in the Company's annual
                 proxy statement;

            ii.  to review this Charter at least annually and recommend
                 any changes to the full Board of Directors;

            iii. to report its activities to the full Board of Directors
                 on a regular basis and to make recommendations with respect
                 to the above and other matters as the Audit Committee may
                 deem necessary or appropriate; and

            iv.  to prepare and review with the Board an annual
                 performance evaluation of the Audit Committee, which
                 evaluation must compare the performance of the Audit
                 Committee with the requirements of this Charter, and set
                 forth the goals and objectives of the Audit Committee for
                 the upcoming year.  The performance evaluation by the Audit
                 Committee shall be conducted in such manner as the Audit
                 Committee deems appropriate.  The report to the Board may
                 take the form of an oral report by the chairperson of the
                 Audit Committee or any other member of the Audit Committee
                 designated by the Audit Committee to make this report.

  V.   Delegation to Subcommittee:  The Committee may, in its
  discretion,  delegate all or a portion of its  duties  and
  responsibilities to a subcommittee of the Committee.

  VI.   Resources and Authority of the Audit Committee:  The
  Audit  Committee  shall have the resources  and  authority
  appropriate  to discharge its duties and responsibilities,
  including  the authority to select, retain, terminate  and
  approve  the fees and other retention terms of special  or
  independent counsel, accountants or other experts,  as  it
  deems appropriate, without seeking approval of the Board or
  management.

