<SUBMISSION>
<ACCESSION-NUMBER>0000703351-05-000040
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20050526
<ITEMS>5.05
<ITEMS>9.01
<FILING-DATE>20050602
<DATE-OF-FILING-DATE-CHANGE>20050602
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>BRINKER INTERNATIONAL INC
<CIK>0000703351
<ASSIGNED-SIC>5812
<IRS-NUMBER>751914582
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>0630
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>001-10275
<FILM-NUMBER>05872691
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>6820 LBJ FREEWAY
<CITY>DALLAS
<STATE>TX
<ZIP>75240
<PHONE>9729809917
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>6820 LBJ FREEWAY
<CITY>DALLAS
<STATE>TX
<ZIP>75240
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CHILIS INC
<DATE-CHANGED>19910528
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k20051.htm
<DESCRIPTION>FORM 8-K
<TEXT>
<html>

<head>

<title>FORM 8-K</title>

</head>

<body link=blue vlink=purple>

<p align="center">UNITED STATES<br>
SECURITIES AND EXCHANGE COMMISSION<br>
WASHINGTON, DC&nbsp; 20549</p>

<p align="center">_______________</p>

<p align="center">FORM 8&#8209;K</p>



<p align="center">CURRENT REPORT<br>
PURSUANT TO SECTION 13 OR 15(d) OF THE<br>SECURITIES EXCHANGE ACT OF 1934</p>

<p align="center">Date of Report (Date of earliest
event reported):&nbsp; May 26, 2005</p>

<p align="center">BRINKER
INTERNATIONAL, INC.<br>(Exact Name of Registrant as Specified in its Charter)</p>



<div align="center">
  <center>



<table border=0 cellspacing=0 cellpadding=0>
 <tr>
  <td width=217 valign=top>
  <p align=center>Delaware</p>
  </td>
  <td width=38 valign=top>

  </td>
  <td width=128 valign=top>
  <p align=center>1-10275</p>
  </td>
  <td width=40 valign=top>

  </td>
  <td width=167 valign=top>
  <p align=center>74-1914582</p>
  </td>
 </tr>
 <tr>
  <td width=217 valign=top>
  <p align=center>(State or Other
  Jurisdiction<br>
  of Incorporation)</p>
  </td>
  <td width=38 valign=top>

  </td>
  <td width=128 valign=top>
  <p align=center>(Commission<br>
  File Number)</p>
  </td>
  <td width=40 valign=top>

  </td>
  <td width=167 valign=top>
  <p align=center>(IRS Employer<br>
  Identification No.)</p>
  </td>
 </tr>
 <tr>
  <td width=217 valign=top>

  </td>
  <td width=38 valign=top>

  </td>
  <td width=128 valign=top>

  </td>
  <td width=40 valign=top>

  </td>
  <td width=167 valign=top>

  </td>
 </tr>
 <tr>
  <td width=383 colspan=3 valign=top>
  <p align=center>6820 LBJ Freeway<br>
  Dallas, Texas</p>
  </td>
  <td width=40 valign=top>

  </td>
  <td width=167 valign=bottom>
  <p align=center>75240</p>
  </td>
 </tr>
 <tr>
  <td width=383 colspan=3 valign=top>
  <p align=center>(Address of
  Principal Executive Offices)</p>
  </td>
  <td width=40 valign=top>

  </td>
  <td width=167 valign=top>
  <p align=center>(Zip Code)</p>
  </td>
 </tr>
 <tr>
  <td width=383 colspan=3 valign=top>

  </td>
  <td width=40 valign=top>

  </td>
  <td width=167 valign=top>
  <p align=center>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=590 colspan=5 valign=top>
  <p align=center>(972) 980-9917</p>
  </td>
 </tr>
 <tr>
  <td width=590 colspan=5 valign=top>
  <p align=center>(Registrant's
  telephone number, including area code)</p>
  </td>
 </tr>
 <tr>
  <td width=383 colspan=3 valign=top>

  </td>
  <td width=40 valign=top>

  </td>
  <td width=167 valign=top>
  <p align=center>&nbsp;</p>
  </td>
 </tr>
 <tr>
  <td width=590 colspan=5 valign=top>
  <p align=center>N/A</p>
  </td>
 </tr>
 <tr>
  <td width=590 colspan=5 valign=top>
  <p align=center>(Former Name or
  Former Address, if Changed Since Last Report)</p>
  </td>
 </tr>
</table>



  </center>
</div>



<p>Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):</p>



<p><font face="Times New Roman">&#61450;</font> Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)</p>



<p><font face="Times New Roman">&#61450;</font> Soliciting material pursuant to Rule 14a&#8209;12
under the Exchange Act (17 CFR 240.14a&#8209;12)</p>



<p><font face="Times New Roman">&#61450;</font> Pre-commencement communications pursuant to Rule 14d&#8209;2(b)
under the Exchange Act (17 CFR 240.14d&#8209;2(b))</p>



<p><font face="Times New Roman">&#61450;</font> Pre-commencement communications pursuant to Rule 13e&#8209;4(c)
under the Exchange Act (17 CFR 240.13e&#8209;4(c))</p><hr><P STYLE="page-break-after: always"></P>&nbsp;<p><b>ITEM
5.05.&nbsp;&nbsp;&nbsp;&nbsp; Amendments to the Registrant's
Code of Ethics, or Waiver of a Provision of the Code of Ethics.</b></p>

<p>On May 26, 2005, Brinker International, Inc. (the
&quot;Company&quot;) amended and restated the code of ethics that applies to the
Company's principal executive officer, principal financial officer, principal
accounting officer or controller or persons performing similar functions (the
&quot;Code of Conduct and Ethical Business Policy&quot; or the &quot;Ethics Policy&quot;).&nbsp; Among other things, the Company's Code of
Conduct and Ethical Business Policy was amended to clarify the following
provisions:</p>

<ul>
  <li>procedures identifying to whom and when potential
violations of the Ethics Policy should be reported;<br>
&nbsp;</li>
  <li>conflicts of interest that may make it difficult for an
employee to perform his or her Company work objectively and effectively;<br>
&nbsp;</li>
  <li>the duty owed to the Company to advance its business
interests when the opportunity to do so arises;<br>
&nbsp;</li>
  <li>the need to maintain the confidential nature of
proprietary information about the Company and third parties with which the
Company does business;<br>
&nbsp;</li>
  <li>the need to be familiar with and comply with the
Company's disclosure controls and procedures and internal control over
financial reporting;<br>
&nbsp;</li>
  <li>the importance of maintaining the Company's books and
records in a accurate, reliable and timely manner;<br>
&nbsp;</li>
  <li>the proper use of the Company's property; and <br>
&nbsp;</li>
  <li>the importance of being familiar with and obeying all
federal, state and local laws and regulations while conducting business on
behalf of the Company.</li>
</ul>

<p>The foregoing summary of the amendments to the
Company's Ethics Policy does not purport to be complete and is subject to and
qualified in its entirety by reference to the text of such policy. &nbsp;A
copy of the Code of Conduct and Ethical Business Policy, as amended and
restated, is attached hereto as Exhibit 14 and is incorporated by reference
into this Item 5.05.&nbsp; The Company has
also posted its Ethics Policy, as amended and restated, on its website at
http://www.brinker.com/corp_gov/ethical_business_policy.asp.</p>



<hr><P STYLE="page-break-after: always"></P>&nbsp;<p><b>ITEM 9.01&nbsp;&nbsp;&nbsp;Financial
Statements and Exhibits.</b></p>

<p><b>(c)&nbsp;&nbsp;&nbsp;Exhibits</b></p>

<p><u>Exhibit No.</u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Description</u></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 14&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Brinker International Code of
Conduct and Ethical Business Policy effective as of May 26,<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2005.</p>



<hr><P STYLE="page-break-after: always"></P>&nbsp;<p align="center">SIGNATURE</p>

<p>Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.</p>

<table border=0 cellspacing=0 cellpadding=0 width="653">
 <tr>
  <td width=298 valign=bottom>
  <p>Date:&nbsp; June 2, 2005
  </p>
  </td>
  <td width=355 valign=top>
  <p><b>BRINKER INTERNATIONAL, INC.</b></p>
  <p>By:&nbsp; <u>&nbsp;/s/ Roger F. Thomson&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></p>
  </td>
 </tr>
 <tr>
  <td width=298 valign=top>

  </td>
  <td width=355 valign=top>
  <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Roger F. Thomson,</p>
  </td>
 </tr>
 <tr>
  <td width=298 valign=top>

  </td>
  <td width=355 valign=top>
  <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  Executive Vice President, Chief</p>
  </td>
 </tr>
 <tr>
  <td width=298 valign=top>

  </td>
  <td width=355 valign=top>
  <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
  Administrative Officer, General Counsel</p>
  </td>
 </tr>
 <tr>
  <td width=298 valign=top>

  </td>
  <td width=355 valign=top>
  <p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; and
  Secretary</p>
  </td>
 </tr>
</table>



<hr><P STYLE="page-break-after: always"></P>&nbsp;<p align="center">EXHIBIT INDEX</p>

<p><u>Exhibit No.</u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>Description</u></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 14&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Brinker International Code of
Conduct and Ethical Business Policy effective as of May 26,<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 2005.</p>

</body>

</html>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-14
<SEQUENCE>2
<FILENAME>ex148k20051.htm
<DESCRIPTION>EXHIBIT 14
<TEXT>
<html>

<head>

<title>Exhibit 14</title>

</head>

<body>

<p align=right><b>Exhibit 14</b></p>

<p align=center><b>Brinker International Code of Conduct<br>
and Ethical Business Policy</b></p>

<p><b>&nbsp;Introduction.</b></p>

<p><b>&nbsp;</b>The
Brinker International Code of Conduct and Ethical Business Policy (&quot;Ethics
Policy&quot;) has been established to:</p>



<ul type=disc>
 <li>promote honest and
     ethical conduct, including fair dealing and the ethical handling of
     conflicts of interest;</li>
</ul>



<ul type=disc>
 <li>promote full, fair,
     accurate, timely and understandable disclosure;</li>
</ul>



<ul type=disc>
 <li>promote compliance
     with applicable laws and governmental rules and regulations;</li>
</ul>



<ul type=disc>
 <li>ensure the
     protection of Brinker's legitimate business interests, including corporate
     opportunities, assets and confidential information; and</li>
</ul>



<ul type=disc>
 <li>deter wrongdoing. </li>
</ul>



<p>All
directors, officers and employees of Brinker are expected to be familiar with
the Ethics Policy and to adhere to those principles and procedures set forth
below that apply to them.&nbsp; You should be
aware that the policies described in the Ethics Policy are separate
requirements from Brinker's more detailed policies and procedures set forth in
Brinker's Employee Handbook.&nbsp; </p>



<p>To
the extent that you have any questions regarding the Ethics Policy or its
interpretation or application, or become aware of any existing or potential
violation of it, you are required to contact your General Manager or Department
Head promptly.&nbsp; Failure to do so is
itself a violation of this Ethics Policy.&nbsp;
Directors or officers should contact the General Counsel or the chairman
of the Audit Committee directly.&nbsp; A
director, officer or employee who is unsure of whether a situation violates the
Ethics Policy should discuss the situation with his or her General Manager or
Department Head or the General Counsel or the chairman of the Audit Committee,
as applicable, to prevent possible misunderstanding and embarrassment at a
later date.&nbsp; Each director, officer or
employee must:</p>



<hr><P STYLE="page-break-after: always"></P>



<p>&nbsp;</p>



<ul type=disc>
 <li>Notify the
     appropriate person promptly of any existing or potential violation of this
     Ethics Policy.</li>
</ul>



<ul type=disc>
 <li>Not retaliate
     against any director, officer or employee for reports of potential
     violations that are made in good faith.</li>
</ul>



<ul type=disc>
 <li>Encourage Brinker's
     directors, officers and employees to ask questions, seek guidance, report
     suspected violations or express their concerns regarding compliance with
     this Ethics Policy.</li>
</ul>



<p>It
is the policy of Brinker International to conduct its business affairs fairly,
impartially, with integrity and in an ethical and proper manner.&nbsp; This means, among other things, that
Brinker's directors, officers and employees must:</p>



<ul type=disc>
 <li>Act with integrity,
     including being honest and candid while still maintaining the
     confidentiality of information where required or consistent with Brinker's
     policies.</li>
</ul>



<ul type=disc>
 <li>Observe both the
     form and spirit of laws and governmental rules and regulations, accounting
     standards and Brinker policies.</li>
</ul>

<p>Brinker
has a history of succeeding through honest business competition.&nbsp; Brinker does not seek competitive advantages
through illegal or unethical business practices.&nbsp; Each director, officer and employee should endeavor to deal
fairly with Brinkers customers, vendors, service providers, suppliers,
competitors and employees.&nbsp; No director,
officer or employee should take unfair advantage of anyone through
manipulation, concealment, abuse of privileged information, misrepresentation
of material facts or any unfair dealing practice.</p>



<p>Conduct
that may raise questions as to the Company's honesty, integrity, impartiality,
or reputation, or activities that could cause embarrassment to the Company or
damage to its reputation, are prohibited.&nbsp;
The highest possible standards of ethical and business conduct are
required, and expected, of Brinker directors, officers and employees in the
performance of their company responsibilities.&nbsp;&nbsp;&nbsp; </p>



<p><b>A.&nbsp;
Conflict of Interest</b>.</p>



<p>A
&quot;conflict of interest&quot; occurs when an individual's private interest interferes
or appears to interfere with the interests of Brinker.&nbsp; A conflict of interest can arise when a
director, officer or employee takes actions or has interests that may make it
difficult to perform his or her company work objectively and effectively.&nbsp; For example, a conflict of interest would
arise if a director, officer or employee, or a member of his or her family,
receives improper personal benefits as a result of his or her position in
Brinker.&nbsp; It is very important to avoid
any actual or apparent conflicts of interest whenever possible.&nbsp; Service to Brinker should never be
subordinated to personal gain and advantage.&nbsp;
Any time a conflict occurs or you are concerned one will occur, you
should immediately discuss the matter with your General Manager, Department Head
or the General Counsel for guidance.&nbsp; </p>



<hr><P STYLE="page-break-after: always"></P>



<p>In
particular, conflict of interest situations involving directors, executive
officers and other employees who occupy supervisory positions or who have
discretionary authority in dealing with any third party may include the
following:</p>



<blockquote>



<p>1.&nbsp; <u>Financial Interest</u>.</p>



<ul>
  <li>Any ownership or
other interest in (other than nominal amounts (1% or less) in publicly traded
companies) or employment relationship with a vendor, supplier, consultant,
competitor or contractor.</li>
</ul>
<ul>
  <li>Indebtedness to a
competitor or supplier of goods and services to Brinker, other than banks or
other financial institutions for typical consumer debt generally available to
non-Brinker employees.</li>
</ul>

<p>Brinker will not extend or maintain credit, arrange for the extension of
credit, or renew an extension of credit, in the form of a personal loan to or
for any director or executive officer.</p>



<p>2.&nbsp; <u>Gifts/Gratuities</u>.&nbsp; The receipt of non-nominal gifts or
excessive entertainment from any company, person or other entity with which
Brinker has current or prospective business dealings.</p>



<p>Any questions regarding a gift should be directed
to the General Counsel.</p>



<p>3.&nbsp; <u>Relationships with Vendors and Suppliers</u>.&nbsp; Transactions between vendors and suppliers
that are not subject to a competitive bidding process when possible.&nbsp; </p>



<p>Vendors and suppliers should be dealt with fairly,
honestly and openly.&nbsp; Anytime the
representative for a particular vendor or supplier is a former Brinker
employee, family member or close personal friend of a director, officer or
employee, such information should be disclosed to the appropriate General
Manager or Department Head or the General Counsel.&nbsp;</p>



</blockquote>



<hr><P STYLE="page-break-after: always"></P>



<blockquote>



<p>4.&nbsp; <u>Outside Activities</u>.&nbsp; Any outside activity that detracts from an
individual's ability to devote appropriate time and attention to his or her
responsibilities with Brinker.</p>



<p>5.&nbsp; <u>Certain Relationships</u>.&nbsp; Being in the position of supervising,
reviewing or having any influence on the job evaluation, pay or benefit of any
immediate family member.</p>



<p>6.&nbsp; <u>Transactions with Brinker</u>.&nbsp; Selling anything to or buying anything from
Brinker, except on the same terms and conditions as comparable directors,
officers or employees are permitted to so purchase or sell.</p>



</blockquote>



<p>Such
situations, if material, should always be discussed with your General Manager
or Department Head or with the General Counsel.&nbsp; You should assume that anything that would present a conflict for
a director, officer or employee would likely also present a conflict if it is
related to a member of his or her family or someone with whom the director,
officer or employee in question has a close personal relationship.</p>



<p><b>B.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Corporate
Opportunities</b>.</p>

<p>Directors,
officers and employees owe a duty to Brinker to advance its business interests
when the opportunity to do so arises.&nbsp;
Directors, officers and employees are prohibited from taking (or
directing a third party to take) a business opportunity that is discovered
through the use of corporate property, information or position unless Brinker
has already been offered the opportunity and turned it down.&nbsp; More generally, directors, officers and
employees are prohibited from using corporate property, information or position
for personal gain and from competing with Brinker.</p>



<p>Sometimes
the line between personal and company benefits is difficult to draw, and
sometimes there are both personal benefits and benefits to Brinker in certain
activities.&nbsp; Directors, officers and
employees who intend to make use of the property or services of Brinker in a
manner not solely for the benefit of the company should consult beforehand
their respective General Manager or Department Head or the General Counsel, as
appropriate.</p>

<hr><P STYLE="page-break-after: always"></P><p><b>C.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Company
Confidentiality</b>.</p>



<blockquote>



<p>1.&nbsp; <u>Confidential
and Proprietary Information about Brinker</u>.&nbsp;
In carrying out the company's business, directors, officers and
employees often learn confidential or proprietary information about
Brinker.&nbsp; You must not disclose any
Brinker confidential or proprietary information or trade secrets to persons
outside of Brinker, except when authorized or legally mandated.&nbsp; This confidential or proprietary information
may include non-public business, financial, personnel or technological
information, plans, data, pricing and sales information, food and beverage
processes, recipes and the like, and other processes or systems related to any
portion of Brinker's business operations that you have learned, generated or
acquired during your association with Brinker that is not otherwise publicly
available.&nbsp; This prohibition extends
indefinitely beyond your employment with Brinker.</p>



<p>2.&nbsp; <u>Confidential
Information about Third Parties</u>.&nbsp;
The policy with respect to information about Brinker applies equally to
confidential or proprietary information or trade secrets belonging or relating
to any supplier, vendor, competitor, contractor, consultant, former employer or
other person or entity that you have received in your capacity as an director,
officer or employee of Brinker, except when disclosures are authorized or
legally mandated.</p>



</blockquote>



<p><b>D.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Disclosure and Maintenance of Books and
Records</b>.</p>

<blockquote>

<p>1.&nbsp; <u>Disclosure</u>.&nbsp; Each director, officer or employee involved
in Brinker's disclosure process, including the Chief Executive Officer and the
Chief Financial Officer (the &quot;Senior Financial Officers&quot;), is required to be
familiar with and comply with Brinker's disclosure controls and procedures and
internal control over financial reporting, to the extent relevant to his or her
area of responsibility, so that Brinker's public reports and documents filed
with the Securities and Exchange Commission (the &quot;SEC&quot;) comply in all material
respects with the applicable federal securities laws and SEC rules.&nbsp; In addition, each such person having direct
or supervisory authority regarding these SEC filings or Brinker's other public
communications concerning its general business, results, financial condition and
prospects should, to the extent appropriate within his or her area of
responsibility, consult with other Brinker officers and employees and take
other appropriate steps regarding these disclosures with the goal of making
full, fair, accurate, timely and understandable disclosure.</p>



</blockquote>
<hr><P STYLE="page-break-after: always"></P>



<blockquote>



<p>2.&nbsp; <u>Maintenance
of Books and Records</u>.&nbsp; Brinker's
business records (including time sheets, expense reports, invoices, supporting
documentation and benefit plan information) are required to be prepared
accurately, reliably, and in a timely manner.&nbsp;
Directors, officers and employees are prohibited from creating or
participating in the creation of (or falsification or alteration of) any
Brinker records and are further required to be honest and straightforward in
their dealings with internal or outside auditors with respect to the Company's
transactions, records, accounts, and financial statements.</p>

</blockquote>

<p><b>E.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Company Property.</b></p>



<p>All directors, officers and employees should
protect Brinker's assets and ensure their efficient use.&nbsp; All assets of Brinker should be used only
for legitimate business purposes.&nbsp; In
addition, directors, officers and employees are prohibited from abusing,
destroying, damaging or defacing company property, tools, equipment or property
of others.<b>&nbsp;</b></p>

<p><b>F.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Compliance with Laws.</b></p>



<p>Directors, officers and employees are required to
obey all federal, state and local laws and regulations while conducting
business on behalf of Brinker, including antitrust and trade regulation laws,
environmental laws, franchise laws, liquor laws, employment laws, product
safety laws, advertising laws, etc.&nbsp; It
is the personal responsibility of each director, officer or employee to be
sufficiently knowledgeable of and adhere to the standards and restrictions imposed
by those laws, rules and regulations.</p>



<p>It is against Brinker policy and in many
circumstances illegal for a director, officer or employee to profit from
undisclosed information relating to Brinker or any other company.&nbsp; Any director, officer or employee may not
purchase or sell any of Brinker's securities while in possession of material
nonpublic information relating to Brinker.&nbsp;
Also, any director, officer or employee may not purchase or sell
securities of any other company while in possession of any material nonpublic
information relating to that company.</p>



<p>Officers and employees are prohibited from
knowingly entering into transactions that would violate any laws or
regulations.&nbsp; If you have a question as
to the legal validity of an action, you should discuss the matter with the
General Counsel.</p>



<hr><P STYLE="page-break-after: always"></P>



<p><b>G.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Government Relations.</b></p>



<blockquote>



<p>1.&nbsp;&nbsp;&nbsp;&nbsp; <u>Political Activity</u>.&nbsp; The Ethics Policy does not restrict your
right to participate in political activities in your personal capacity or to
use personal funds for political purposes.&nbsp;
If you choose to hold public office, either by election or appointment,
such decision should be discussed in advance with your General Manager or
Department Head or the General Counsel, as appropriate. Directors, officers and
employees are prohibited from using corporate facilities or other assets of the
company for the benefit of political candidates or parties.&nbsp; Any personal political contributions will
not be reimbursed.&nbsp; Brinker only may
participate in the political process in the following manner:</p>



<ul>
  <li>
<i>Lobbying Activities</i>.&nbsp; Brinker
participates in lobbying activities only through the General Counsel.&nbsp; No director, officer or employee may lobby
on behalf of Brinker unless the General Counsel or the board of directors (or
committee thereof) expressly authorizes such activity in writing.&nbsp;&nbsp; Directors, officers and employees are
prohibited from lobbying on their own behalf, or on behalf of third persons,
while fulfilling their duties and responsibilities to the company.<br>
&nbsp;</li>
  <li>
<i>Political Action Committee (&quot;PAC&quot;)</i>.&nbsp; Brinker
is permitted to sponsor and pay the administrative costs of a PAC or effective
citizenship programs.</li>
</ul>



<p>2.&nbsp;&nbsp;&nbsp;&nbsp; <u>Foreign
Corrupt Practices Act (&quot;FCPA&quot;)</u>.&nbsp; The
Ethics Policy prohibits any director, officer or employee from giving and/or
offering money or anything of value to a foreign governmental official, agency,
political party, party official or candidate to induce the recipient to give
Brinker business, purchase Brinker's products or otherwise benefit Brinker's
business in their country other than contributions within the purview of applicable
law.</p>



</blockquote>
<hr><P STYLE="page-break-after: always"></P>



<p><b>ADMINISTRATION OF THE CODE OF CONDUCT</b></p>



<p>The Audit Committee is responsible for applying this
Ethics Policy to specific situations in which questions are presented to it and
has the authority to interpret this Ethics Policy in any particular situation.&nbsp; The Audit Committee and the General Counsel
shall take all action they consider appropriate to investigate any violations
reported to them.&nbsp; If a violation has
occurred, Brinker will take such disciplinary or preventive action as it deems
appropriate, after consultation with the Audit Committee, in the case of a
director or executive officer, or the General Counsel, in the case of any other
employee.&nbsp; In addition to the other
procedures set forth in the Ethics Policy, all disclosures required by the
Ethic Policy, requests for interpretation of any provision of the Ethics
Policy, and questions concerning the Ethics Policy may be submitted in writing
to the General Counsel.&nbsp; Responses may
also be made in writing.&nbsp; All
disclosures will remain confidential.</p>



<p>From
time to time directors, officers and employees will be required to review the
Ethics Policy and acknowledge in writing their understanding and compliance
with it.</p>



<p>All
directors, officers and employees of Brinker are responsible for conducting themselves
in a manner consistent with Brinker's Ethics Policy.&nbsp; You should also be aware that many violations of the Ethics
Policy are also violations of law and may subject you and/or Brinker to severe
penalties, fines or other consequences.</p>



<p>From
time to time, Brinker may waive some provisions of this Ethics Policy.&nbsp; Any waiver of the Code of Conduct for
executive officers or directors may be made only by the Board of Directors or
the appropriate Board Committee and must be promptly disclosed to the shareholders.&nbsp; Any waiver for other employees may be made
only by the General Counsel.</p>

<p align=center>&nbsp;</p>



</body>

</html>
</TEXT>
</DOCUMENT>
</SUBMISSION>
