EAT

EXHIBIT 3(a)

CERTIFICATE OF INCORPORATION OF THE REGISTRANT,
AS AMENDED

CERTIFICATE OF INCORPORATION
OF
CHILI'S, INC.


FIRST. The name of the Corporation is Chili's, Inc.

SECOND. The address of the Corporation's registered office in the State
of Delaware is No. 100 West Tenth Street, in the City of Wilmington, County of
New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

THIRD. The purpose of the Corporation is to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.

FOURTH. The total number of shares of capital stock of that the
Corporation shall have the authority to issue is 21,000,000 shares, consisting
of 20,000,000 shares of Common Stock with a par value of $0.10 per share (the
"Common Stock") and 1,000,000 shares of Preferred Stock with a par value of
$1.00 per share (the "Preferred Stock").

Each holder of Common Stock shall at every meeting of stockholders be
entitled to one vote in person or by proxy for each share of Common Stock held
by the stockholder.

Shares of Preferred Stock may be issued from time to time in one or more
series, each such series to have such distinctive designation or title as may
be fixed by the Board of Directors prior to the issuance of any shares
thereof. Each such series shall have such voting powers and such preferences
and relative, participating, optional, or other special rights, with such
qualifications, limitations, or restrictions of such preferences or rights as
shall be stated in the resolution or resolutions providing for the issue of
such series of Preferred Stock adopted from time to time by the Board of
Directors prior to the issuance of any shares thereof, in accordance with the
laws of the State of Delaware. Each share of any series of Preferred Stock
shall be identical with all other shares of such series, except as to the date
from which accumulated preferred dividends, if any, shall be cumulative.

FIFTH. The number of directors of the Corporation shall be fixed in the
manner provided in the Bylaws of the Corporation, and until changed in the
manner provided in the Bylaws shall be seven, and the names and mailing
addresses of the persons who are to serve as directors until the first annual
meeting of stockholders or until their successors are elected and qualified
are as follows:

Name Address

Norman Brinker 8350 Meadow Road; Suite 286
Dallas, Texas 75231

Jack A. Lavine 8350 Meadow Road; Suite 286
Dallas, Texas 75231

Larry Lavine 8350 Meadow Road; Suite 286
Dallas, Texas 75231

Robert Hefner 8350 Meadow Road; Suite 286
Dallas, Texas 75231

Ron McDougall 8350 Meadow Road; Suite 286
Dallas, Texas 75231

Chuck Haines 8350 Meadow Road; Suite 286
Dallas, Texas 75231

Jack Evans 8350 Meadow Road; Suite 286
Dallas, Texas 75231

SIXTH. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the Corporation shall have the power to
adopt, amend, or repeal the Bylaws of the Corporation.

SEVENTH. The name and address of the incorporator is William R. Hays,
III, 1500 Diamond Shamrock Tower, Dallas, Texas 75201.

EIGHTH. The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.

The undersigned, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of
the State of Delaware, does make this certificate, hereby declaring and
certifying that this is his act and deed and the facts herein stated are true,
and accordingly has hereunto set his hand this 29th day of September, 1983.

/William R. Hays, III
William R. Hays, III


THE STATE OF TEXAS (
(
COUNTY OF DALLAS (

BE IT REMEMBERED that on this 29th day of September, 1983 personally
came before me, a Notary Public for the State of Texas, William R. Hays, III,
the person who signed the foregoing Certificate of Incorporation, known to me
personally to be such, and acknowledged the said Certificate to be his act and
deed and that the facts therein stated are true.

GIVEN UNDER MY HAND AND SEAL of office the day and year aforesaid.

[S E A L]

/Florence Owens
Notary Public in and for the State of
Texas
My Commission Expires:

3-11-84 Florence Owens
(Print name of Notary here)

CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
CHILI'S, INC.


Chili's, Inc., a corporation duly organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify:

FIRST: That the Board of Directors of the Corporation, acting at a
special meeting duly called and held on August 12, 1986, duly adopted
resolutions (i) setting forth a proposed amendment to the Corporation's
Certificate of Incorporation consisting of a new Article Ninth of the
Certificate of Incorporation, (ii) declaring the advisability of such
amendment, and (iii) directing that such amendment be submitted for
consideration by the stockholders at the Annual Meeting of Stockholders of the
Corporation to be held on October 28, 1986.

SECOND: That thereafter, pursuant to resolutions of the Corporation's
Board of Directors, the Annual Meeting of Stockholders of the Corporation was
duly called and held on October 28, 1986, at which meeting holders of a
majority of the outstanding shares of capital stock of the Corporation
entitled to vote on the proposed amendment voted in favor of the following
amendment to the Certificate of Incorporation of the Corporation:

"NINTH. No director shall be liable to the Corporation or
its stockholders for monetary damages for a breach of fiduciary
duty, provided that this Section shall not eliminate or limit the
liability of a Director (i) for any breach of the Director's duty
of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional
misconduct or knowing violation of law, (iii) under Section 174 of
the Delaware General Corporation Law, or (iv) for any transaction
from which such Director derived an improper personal benefit."

THIRD: That such amendment was duly adopted in accordance with
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

FOURTH: That the capital of the Corporation will not be reduced by
reason of such amendment.

IN WITNESS WHEREOF, Chili's, Inc. has caused its corporate seal to be
affixed hereto and this Certificate to be signed by Norman E. Brinker, its
Chairman of the Board and attested by Richard Spellman, its Secretary, this
5th day of November, 1986.

CHILI'S, INC.


/Norman E. Brinker
Norman E. Brinker, Chairman of the Board

ATTEST:


/Richard Spellman
Richard Spellman, Secretary


THE STATE OF TEXAS (
(
COUNTY OF DALLAS (

BEFORE ME, the undersigned, a Notary Public, on this day personally
appeared Norman E. Brinker, known to me to be the person and officer whose
name is subscribed to the foregoing instrument and acknowledged to me that the
same was the act of Chili's, Inc., a corporation, and that he has executed the
same as the act of such corporation for the purposes therein expressed, and in
the capacity therein stated.

GIVEN UNDER MY HAND AND SEAL of office this 5th day of November, 1986.

[S E A L]

/Barbara L. Mahoney
Notary Public in and for the State of
Texas
My Commission Expires:

12/27/87 Barbara L. Mahoney
(Print name of Notary here)

CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
CHILI'S, INC., A DELAWARE CORPORATION

Pursuant to the provisions of Section 242 of the General Corporation Law
of the State of Delaware, Chili's, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware
(the "Corporation"), does hereby certify:

FIRST: That the Board of Directors of the Corporation, at a meeting of
the Board of Directors, adopted resolutions setting forth and declaring
advisable the following proposed amendments to the Certificate of
Incorporation of the Corporation. The pertinent part of the resolutions
setting forth the amendments is as follows:

Article First of the Certificate of Incoropration shall be
amended to read in its entirety as follows:

"FIRST. The name of the Corporation is Brinker
International, Inc."

The first paragraph of Article Fourth of the Certificate of
Incorporation shall be amended to read in its entirety as follows:

"FOURTH. The total number of shares of capital
stock that the Corporation shall have the authority to
issue is 51,000,000 shares, consisting of 50,000,000
shares of common stock with a par value of $.10 per
share (the "Common Stock") and 1,000,000 shares of
Preferred Stock with a par value of $1.00 per share
(the "Preferred Stock").

SECOND: That thereafter, pursuant to resolution of the Board of
Directors, the proposed amendments were submitted to the stockholders of the
Corporation, and the necessary number of shares as required by statute was
voted in favor of the amendments.

THIRD: That said amendments were duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

FOURTH: In accordance with Section 103(d) of the General Corporation
Law of the State of Delaware, this amendment shall not become effective until
5:00 p.m. (Delaware time) on May 9, 1991, at which time this amendment shall
become effective.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to its Certificate of Incorporation to be executed this 9th day of
May, 1991.

CHILI'S, INC., a Delaware corporation


By:/Ronald A. McDougall
Ronald A. McDougall, President and
Chief Operating Officer

ATTEST:


/Robert L. Callaway
Robert L. Callaway, Secretary

STATE OF TEXAS (
(
COUNTY OF DALLAS (

BEFORE ME, the undersigned, on this day personally appeared RONALD A.
McDOUGALL and ROBERT L. CALLAWAY, known to me to be the persons whose names
are subscribed to the foregoing instrument and acknowledged to me that they
executed the same for the purposes and consideration therein expressed.

GIVEN UNDER MY HAND AND SEAL of office this 9th day of May, 1991.

[S E A L]

/Rebecca E. Keck
Notary Public in and for the State of
Texas

My Commission Expires: Printed or Stamped Name:

June 27, 1993 Rebecca E. Keck


CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
BRINKER INTERNATIONAL, INC.,
A DELAWARE CORPORATION

Pursuant to the provisions of Section 242 of the General Corporation Law
of the State of Delaware, Brinker International, Inc., a corporation organized
and existing under and by virtue of the General Corporation Law of the State
of Delaware (the "Corporation"), does hereby certify:

FIRST: That the Board of Directors of the Corporation, at a meeting of
the Board of Directors, adopted resolutions setting forth and declaring
advisable the following proposed amendment to the Certificate of Incorporation
of the Corporation. The pertinent part of the resolution setting forth the
amendment is as follows:

The first paragraph of Article Fourth of the Certificate of
Incorporation shall be amended to read in its entirety as follows:

"FOURTH. The total number of shares of capital
stock that the Corporation shall have the authority to
issue is 101,000,000 shares, consisting of 100,000,000
shares of common stock with a par value of $.10 per
share (the "Common Stock") and 1,000,000 shares of
Preferred Stock with a par value of $1.00 per share
(the "Preferred Stock").

SECOND: That thereafter, pursuant to resolution of the Board of
Directors, the proposed amendment was submitted to the stockholders of the
Corporation, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, and the necessary number of shares
as required by statute was voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to its Certificate of Incorporation to be executed this 5th day of
November, 1993.

BRINKER INTERNATIONAL, INC.,
a Delaware corporation

By:/Ronald A. McDougall
Ronald A. McDougall, President and
Chief Operating Officer

ATTEST:


/Roger F. Thomson
Roger F. Thomson, Secretary

CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
BRINKER INTERNATIONAL, INC.,
A DELAWARE CORPORATION

Pursuant to the provisions of Section 242 of the General Corporation Law
of the State of Delaware, Brinker International, Inc., a corporation organized
and existing under and by virtue of the General Corporation Law of the State
of Delaware (the "Corporation"), does hereby certify:

FIRST: That the Board of Directors of the Corporation, at a meeting of
the Board of Directors, adopted resolutions setting forth and declaring
advisable the following proposed amendment to the Certificate of Incorporation
of the Corporation. The pertinent part of the resolution setting forth the
amendment is as follows:

The first paragraph of Article Fourth of the Certificate of
Incorporation shall be amended to read in its entirety as follows:

"FOURTH. The total number of shares of capital
stock that the Corporation shall have the authority to
issue is 251,000,000 shares, consisting of 250,000,000
shares of common stock with a par value of $.10 per
share (the "Common Stock") and 1,000,000 shares of
Preferred Stock with a par value of $1.00 per share
(the "Preferred Stock").

SECOND: That thereafter, pursuant to resolution of the Board of
Directors, the proposed amendment was submitted to the stockholders of the
Corporation, upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, and the necessary number of shares
as required by statute was voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to its Certificate of Incorporation to be executed this 4th day of
November, 1994.

BRINKER INTERNATIONAL, INC.,
a Delaware corporation


By:/Ronald A. McDougall
Ronald A. McDougall, President and
Chief Operating Officer

ATTEST:


/Roger F. Thomson
Roger F. Thomson, Secretary