**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-Q**





**(Mark
                One)**[X]
            **Quarterly
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934**For
                the quarterly period ended**March
                31, 2006**or[
                ]
            **Transition
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934**For
                the transition period from ______ to
                ______





Commission
      File Number: 1-15935




**OSI
      RESTAURANT PARTNERS, INC.**


(Exact
      name of registrant as specified in its charter)




**DELAWARE**
            **59-3061413**(State
                or other jurisdiction of
              incorporation
                or organization)
            (I.R.S.
                Employer
              Identification
                No.)





**2202
      North West Shore Boulevard, Suite 500, Tampa, Florida
      33607**


(Address
      of principal executive offices) (Zip Code)





**(813)
      282-1225**


(Registrant's
      telephone number, including area code)





**Outback
      Steakhouse, Inc.**


(Former
      name, former address and former fiscal year, if changed since last
      report)





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.




YES x NO o





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one):





Large
      accelerated filer x  Accelerated
      filer o  Non-accelerated
      filer o





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).





YES o NO x




As
        of May
        8, 2006, the registrant had outstanding 74,906,513 shares of Common Stock,
        $.01
        par value.


Table
            of Contents










**OSI
      RESTAURANT PARTNERS, INC.**





**INDEX
      TO QUARTERLY REPORT ON FORM 10-Q**


**For
      the Quarterly Period Ended March 31, 2006**


(Unaudited)





**TABLE
      OF CONTENTS**








**PART
                I — FINANCIAL INFORMATION****Page
                No****.**Item 1.
            Consolidated
                Financial Statements:Consolidated
                Balance Sheets — March 31, 2006 (Unaudited) and December 31,
                2005
            3Consolidated
                Statements of Income (Unaudited) — For the Three Months EndedMarch
                31, 2006 and 2005
            5Consolidated
                Statements of Cash Flows (Unaudited) — For the Three Months Ended March
                31, 2006 and 2005
            6Notes
                to
                Consolidated Financial Statements (Unaudited)
            8Item 2.
            Management's
                Discussion and Analysis of Financial Condition and Results of
                Operations
            24Item 3.
            Quantitative
                and
                Qualitative Disclosures About Market Risk
            39Item 4.
            Controls
                and
                Procedures
            40**PART
                II****—****OTHER INFORMATION**Item 1.
            Legal
                Proceedings
            41Item
                1A.
            Risk
                Factors
            42Item
                2.
            Unregistered
                Sales
                of Equity Securities and Use of Proceeds
            42Item 6.
            Exhibits
            43Signature
            44


2
 Table
            of Contents


**P****ART
      I: FINANCIAL INFORMATION**





**Item
      1. CONSOLIDATED FINANCIAL STATEMENTS**





**OSI
      Restaurant Partners, Inc.** ****


**CONSOLIDATED
      BALANCE SHEETS** **(IN THOUSANDS)**




**MARCH
                  31,**
              
              **DECEMBER
                  31,****2006**
              
              **2005****(UNAUDITED)**ASSETSCurrent
                  AssetsCash
                  and cash equivalents
              
              $
              61,368
              
              $
              84,876Short-term
                  investments
              
              
              1,832
              
              
              1,828Inventories
              
              
              68,721
              
              
              68,468Deferred
                  income tax assets
              
              
              17,201
              
              
              17,719Other
                  current assets
              
              
              71,068
              
              
              51,746Total
                  current assets
              
              
              220,190
              
              
              224,637Property,
                  fixtures and equipment, net
              
              
              1,443,244
              
              
              1,389,605Investments
                  in and advances to unconsolidated affiliates, net
              
              
              22,774
              
              
              21,397Deferred
                  income tax asset
              
              
              46,201
              
              
              33,073Goodwill
              
              
              114,827
              
              
              111,318Intangible
                  assets
              
              
              11,415
              
              
              11,562Other
                  assets
              
              
              137,201
              
              
              142,114Notes
                  receivable collateral for franchisee guarantee
              
              
              31,150
              
              
              31,150$
              2,027,002
              
              $
              1,964,856


(CONTINUED...)




3
 Table
            of Contents





**OSI
      Restaurant Partners, Inc.** ****


**CONSOLIDATED
      BALANCE SHEETS** **(IN THOUSANDS)**


**MARCH
                  31,**
              
              **DECEMBER
                  31,****2006**
              
              **2005****(UNAUDITED)**LIABILITIES
                  AND STOCKHOLDERS' EQUITYCurrent
                  LiabilitiesAccounts
                  payable
              
              $
              85,398
              
              $
              98,020Sales
                  taxes payable
              
              
              18,772
              
              
              17,761Accrued
                  expenses
              
              
              142,407
              
              
              130,583Current
                  portion of partner deposit and accrued buyout liability
              
              
              23,988
              
              
              15,175Unearned
                  revenue
              
              
              49,258
              
              
              110,448Income
                  taxes payable
              
              
              19,948
              
              
              695Current
                  portion of long-term debt
              
              
              71,444
              
              
              63,442Total
                  current liabilities
              
              
              411,215
              
              
              436,124Partner
                  deposit and accrued buyout liability
              
              
              78,149
              
              
              71,591Deferred
                  rent
              
              
              57,379
              
              
              55,206Long-term
                  debt
              
              
              129,200
              
              
              90,623Guaranteed
                  debt of franchisee
              
              
              31,283
              
              
              31,283Other
                  long-term liabilities
              
              
              45,133
              
              
              45,890Total
                  liabilities
              
              
              752,359
              
              
              730,717Commitments
                  and contingenciesMinority
                  interests in consolidated entities
              
              
              44,472
              
              
              45,573Stockholders'
                  EquityCommon
                  stock, $0.01 par value, 200,000 shares authorized; 78,750
                  and78,750
                  shares issued; 75,483 and 74,854 shares outstanding asof
                  March 31, 2006 and December 31, 2005, respectively
              
              
              788
              
              
              788Additional
                  paid-in capital
              
              
              296,274
              
              
              291,035Retained
                  earnings
              
              
              1,112,012
              
              
              1,104,423Accumulated
                  other comprehensive income (loss)
              
              
              2,054
              
              
              384Unearned
                  compensation related to outstanding restricted stock
              
              
              -
              
              
              (40,858
              )1,411,128
              
              
              1,355,772Less
                  treasury stock, 3,267 and 3,896 shares at March 31, 2006and
                  December 31, 2005, respectively, at cost
              
              
              (180,957
              )
              
              (167,206
              )Total
                  stockholders’ equity
              
              
              1,230,171
              
              
              1,188,566$
              2,027,002
              
              $
              1,964,856


See
      notes
      to unaudited consolidated financial statements.


4
 Table
          of Contents


**OSI
      Restaurant Partners, Inc.**


**CONSOLIDATED
      STATEMENTS OF INCOME**


**(IN
      THOUSANDS, EXCEPT PER SHARE DATA, UNAUDITED)**





**THREE
                MONTHS ENDED****MARCH
                31,****2006**
            
            **2005**RevenuesRestaurant
                sales
            
            $
            984,399
            
            $
            890,041Other
                revenues
            
            
            5,626
            
            
            5,081Total
                revenues
            
            
            990,025
            
            
            895,122Costs
                and expensesCost
                of sales
            
            
            358,245
            
            
            325,170Labor
                and other related
            
            
            269,352
            
            
            227,237Other
                restaurant operating
            
            
            215,360
            
            
            178,882Depreciation
                and amortization
            
            
            35,356
            
            
            29,450General
                and administrative
            
            
            54,122
            
            
            49,841Provision
                for impaired assets and restaurant closings
            
            
            2,532
            
            
            776Income
                from operations of unconsolidated affiliates
            
            
            (628
            )
            
            97Total
                costs and expenses
            
            
            934,339
            
            
            811,453Income
                from operations
            
            
            55,686
            
            
            83,669Other
                income (expense), net
            
            
            (328
            )
            
            (934
            )Interest
                income
            
            
            557
            
            
            368Interest
                expense
            
            
            (2,371
            )
            
            (1,158
            )Income
                before provision for income taxes andelimination
                of minority interest
            
            
            53,544
            
            
            81,945Provision
                for income taxes
            
            
            16,866
            
            
            27,559Income
                before elimination of minority interest
            
            
            36,678
            
            
            54,386Elimination
                of minority interest
            
            
            3,639
            
            
            3,428Net
                income
            
            $
            33,039
            
            $
            50,958Basic
                earnings per common shareNet
                income
            
            $
            0.45
            
            $
            0.69Basic
                weighted average number of shares outstanding
            
            
            74,083
            
            
            73,800Diluted
                earnings per common shareNet
                income
            
            $
            0.43
            
            $
            0.66Diluted
                weighted average number of shares outstanding
            
            
            77,111
            
            
            77,267Cash
                dividends per common share
            
            $
            0.13
            
            $
            0.13





See
      notes
      to unaudited consolidated financial statements.


5
 Table
            of Contents




**OSI
      Restaurant Partners, Inc.******


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**(IN
      THOUSANDS, UNAUDITED)**




**THREE
                  MONTHS ENDED****MARCH
                  31,****2006**
              
              **2005**Cash
                  flows from operating activities:Net
                  income
              
              $
              33,039
              
              $
              50,958Adjustments
                  to reconcile net income to cash provided by operating
                  activities:Depreciation
                  and amortization
              
              
              35,356
              
              
              29,450Provision
                  for impaired assets and restaurant closings
              
              
              2,532
              
              
              776Stock-based
                  compensation expense
              
              
              18,792
              
              
              2,277Income
                  tax benefit credited to equity
              
              
              5,239
              
              
              3,686Excess
                  income tax benefits from stock-based compensation
              
              
              (3,047
              )
              
              -Minority
                  interest in consolidated entities’ income
              
              
              3,639
              
              
              3,428(Income)
                  loss from operations of unconsolidated affiliates
              
              
              (628
              )
              
              97Change
                  in deferred income taxes
              
              
              (12,610
              )
              
              (9,406
              )Increase
                  in deferred rent
              
              
              2,173
              
              
              2,568Loss
                  on disposal of property, fixtures and equipment
              
              
              284
              
              
              1,783Change
                  in assets and liabilities, net of effects of acquisitions:(Increase)
                  decrease in inventories
              
              
              (42
              )
              
              6,210Increase
                  in other current assets
              
              
              (19,212
              )
              
              (1,246
              )Increase
                  in other assets
              
              
              (634
              )
              
              (1,695
              )Increase
                  in accounts payable, sales taxes payable and accrued expenses
              
              
              89
              
              
              22,807Increase
                  in partner deposit and accrued buyout liability
              
              
              616
              
              
              2,631Decrease
                  in unearned revenue
              
              
              (61,190
              )
              
              (58,229
              )Increase
                  in income taxes payable
              
              
              19,253
              
              
              28,868Decrease
                  in other long-term liabilities
              
              
              (757
              )
              
              -Net
                  cash provided by operating activities
              
              
              22,892
              
              
              84,963Cash
                  flows used in investing activities:Purchase
                  of investment securities
              
              
              (1,934
              )
              
              -Maturities
                  of investment securities
              
              
              1,930
              
              
              350Cash
                  paid for acquisitions of businesses, net of cash acquired
              
              
              (7,456
              )
              
              (5,200
              )Capital
                  expenditures
              
              
              (85,769
              )
              
              (64,796
              )Proceeds
                  from the sale of property, fixtures and equipment
              
              
              4,940
              
              
              2,638Payments
                  from unconsolidated affiliates
              
              
              141
              
              
              71Distributions
                  to unconsolidated affiliates
              
              
              -
              
              
              (115
              )Investments
                  in and advances to unconsolidated affiliates
              
              
              -
              
              
              (72
              )Net
                  cash used in investing activities
              
              $
              (88,148
              )
              $
              (67,124
              )


(CONTINUED...)


6
 Table
          of Contents


**OSI
      Restaurant Partners, Inc.**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**(IN
      THOUSANDS, UNAUDITED)**




**THREE
                  MONTHS ENDED****MARCH
                  31,****2006**
              
              **2005**Cash
                  flows provided by (used in) financing activities:Proceeds
                  from issuance of long-term debt
              
              $
              67,367
              
              $
              29,869Proceeds
                  from minority interest contributions
              
              
              881
              
              
              1,130Distributions
                  to minority interest
              
              
              (5,621
              )
              
              (4,007
              )Repayments
                  of long-term debt
              
              
              (20,788
              )
              
              (11,785
              )Dividends
                  paid
              
              
              (9,779
              )
              
              (9,601
              )Excess
                  income tax benefits from stock-based compensation
              
              
              3,047
              
              
              -Payments
                  for purchase of treasury stock
              
              
              (11,576
              )
              
              (17,868
              )Proceeds
                  from reissuance of treasury stock
              
              
              18,217
              
              
              9,807Net
                  cash provided by (used in) financing activities
              
              
              41,748
              
              
              (2,455
              )Net
                  (decrease) increase in cash and cash equivalents
              
              
              (23,508
              )
              
              15,384Cash
                  and cash equivalents at the beginning of the period
              
              
              84,876
              
              
              87,977Cash
                  and cash equivalents at the end of the period
              
              $
              61,368
              
              $
              103,361Supplemental
                  disclosures of cash flow information:Cash
                  paid for interest
              
              $
              2,384
              
              $
              1,071Cash
                  paid for income taxes, net of refunds
              
              
              5,267
              
              
              2,833Supplemental
                  disclosures of non-cash items:Purchase
                  of employee partners' interests in cash flows of their
                  restaurants
              
              $
              2,751
              
              $
              636


See
      notes
      to unaudited consolidated financial statements.


7
 Table
          of Contents


**OSI
      Restaurant Partners, Inc.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED)**





1.  Basis
      of
      Presentation





On
      April
      25, 2006, the shareholders of Outback Steakhouse, Inc. approved changing the
      name of the corporation to OSI Restaurant Partners, Inc. (the “Company”). This
      Note should be read in conjunction with Note 1, “Summary of Significant
      Accounting Policies” under Notes to Consolidated Financial Statements included
      in Item 8, “Financial Statements and Supplementary Data” of the Company’s Annual
      Report on Form 10-K for the year ended December 31, 2005 (“2005
      10-K”).





**Basis
      of Presentation**





The
      accompanying unaudited consolidated financial statements have been prepared
      by
      the Company pursuant to the rules and regulations of the Securities and Exchange
      Commission (the “SEC”). Accordingly, they do not include all the information and
      footnotes required by generally accepted accounting principles for complete
      financial statements. In the opinion of the Company, all adjustments (consisting
      only of normal recurring entries) necessary for the fair presentation of the
      Company's results of operations, financial position and cash flows for the
      periods presented have been included. These financial statements should be
      read
      in conjunction with the financial statements and financial notes thereto
      included in the Company's 2005 10-K.





The
      results of operations for interim periods are not necessarily indicative of
      the
      results to be expected for the full year.





**Reclassification**





Certain
      prior year amounts shown in the accompanying unaudited consolidated financial
      statements have been reclassified to conform to the 2006 presentation.
      Distribution expense to employee partners has been included in the line item
      “Labor and other related” expenses for managing partner distributions and in
“General and administrative” expenses for area operating partner distributions
      in the Unaudited Consolidated Statements of Income. Employee partner stock
      buyout expense has been included in “General and administrative” expenses in the
      Unaudited Consolidated Statements of Income. These reclassifications had no
      effect on total assets, total liabilities, stockholders’ equity or net
      income.




2.  Stock-Based
        Compensation
 
 **Adoption
        of New Accounting Pronouncement**
 
 Effective
        January 1, 2006, the Company adopted the fair value based method of accounting
        for stock-based employee compensation as required by SFAS No. 123R, “Share-Based
        Payment,” a revision of SFAS No. 123, “Accounting for Stock-Based Compensation.”
The fair value based method requires the company to expense all stock-based
        employee compensation. SFAS No. 123R also requires the benefits of tax
        deductions in excess of recognized compensation
        cost to be reported as a financing cash flow, rather than as an operating
        cash
        flow as previously required. The Company has adopted SFAS No. 123R using
        the
        modified prospective method. Accordingly, the Company has expensed all unvested
        and newly granted stock-based employee compensation beginning January 1,
        2006,
        but prior period amounts have not been restated.
  The
          incremental pre-tax stock-based compensation expense recognized for stock
          options due to the adoption of SFAS 123R for the three months ended March
          31,
          2006 was approximately $2,564,000. Total stock-based compensation expense,
          including the incremental pre-tax stock-based compensation expense above
          and
          employee partner stock buyout expense, was approximately $18,792,000, with
          an
          associated tax benefit of approximately $6,938,000 for the three months
          ended
          March 31, 2006. The Company did not capitalize any stock-based compensation
          costs during the three months ended March 31, 2006.
  8
 Table
            of Contents
  **OSI
        Restaurant Partners, Inc.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(UNAUDITED)**
 
 2.  Stock-Based
        Compensation (continued)
 
 **Adoption
        of New Accounting Pronouncement (continued)**
 
 Prior
        to
        January 1, 2006, the Company accounted for its
        stock-based employee compensation under the intrinsic value method. No
        stock-based employee compensation cost was reflected in net income to the
        extent
        options granted had an exercise price equal to or exceeding the fair market
        value of the underlying common stock on the date of grant. The following
        table
        provides pro forma net income and earnings per share amounts using the fair
        value based method of SFAS No. 123, “Accounting for Stock-Based Compensation”
(in thousands, except per share data):
 **THREE
                    MONTHS ENDED****MARCH
                    31,****2005**Net
                    income
                
                $
                50,958Stock-based
                    employee compensation expense included in net income, net of
                    related
                    taxes
                
                
                1,380Total
                    stock-based employee compensation expense determinedunder
                    fair value based method, net of related taxes
                
                
                (4,662
                )Pro
                    forma net income
                
                $
                47,676Earnings
                    per common share:Basic
                
                $
                0.69Basic
                    - pro forma
                
                $
                0.65Diluted
                
                $
                0.66Diluted
                    - pro forma
                
                $
                0.62
 The
          preceding pro forma results were calculated with the use of the Black-Scholes
          option pricing model. The following assumptions were used for the three
          months
          ended March 31, 2005: (1) risk-free interest rates of 4.29%; (2) dividend
          yield
          of 1.24%; (3) expected lives of 6.3 years; and (4) volatility of 29.1%.
          Expected
          volatilities are based on historical volatility of the Company’s stock. The
          Company uses historical data to estimate option exercise and employee
          termination within the valuation model; separate groups of employees that
          have
          similar historical exercise behavior are considered separately for valuation
          purposes under SFAS No. 123R. The expected term of options granted represents
          the period of time that options granted are expected to be outstanding.
          The
          risk-free rate for periods within the contractual life of the option is
          based on
          the U.S. Treasury yield curve in effect at the time of grant. There were
          no
          grants of stock options in the three months ended March 31, 2006. Results
          may
          vary depending on the assumptions applied within the model. In 2005, the
          Company
          identified certain assumptions surrounding the forfeiture of stock options
          used
          in the Black-Scholes model calculation and attribution of expense that
          were not
          correctly reflected in its pro forma expense. For the three months ended
          March
          31, 2005, the Company presents pro forma compensation expense amounts that
          reflect actual attribution and forfeitures that occurred in that
          period.
 **Stock-Based
          Compensation Plans**
 
 The
          Company’s Amended and Restated Stock Option Plan (the “Stock Option Plan”) was
          approved by the shareholders of the Company in April 1999, and has subsequently
          been amended as deemed appropriate by the Company’s Board of Directors or
          shareholders. There are currently 23,500,000 shares of the Company’s common
          stock which may be issued and sold upon exercise of options or grants of
          restricted common stock under the Stock Option Plan. The term of options
          and
          restricted stock granted is determined by the Board of Directors and grantees
          generally vest in the options or shares over a one to ten year
          period.
 9
 Table
                of Contents
 **OSI
        Restaurant Partners, Inc.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(UNAUDITED)**
 
 2.  Stock-Based
        Compensation (continued)
 
 **Stock-Based
        Compensation Plans (continued)**
  The
          purpose of the Stock Option Plan is to attract competent personnel, to
          provide
          long-term incentives to Directors and key employees, and to discourage
          employees
          from competing with the Company.
 In
          2002,
          the Company adopted the 2002 Managing Partner Stock Option Plan to provide
          for
          the issuance of options to managing partners and other key employees of
          the
          Company upon commencement of employment and to managing partners upon completion
          of the term of their employment agreements. In 2005, this plan was amended
          to
          allow the issuance of restricted stock and was renamed the 2005 Amended
          and
          Restated Managing Partner Stock Plan (the “MP Stock Plan”). No options or
          restricted stock may be granted under the MP Stock Plan to Directors or
          Officers
          of the Company or any of its subsidiaries or affiliated partnerships. The
          MP
          Stock Plan is administrated by the Board of Directors. There are currently
          7,500,000 shares of the Company’s common stock which may be issued or sold
          upon exercise of options under the MP Stock Plan. The term of options and
          restricted stock granted under the MP Stock Plan is determined by the Board
          of
          Directors and generally ranges from ten to fifteen years.
 Options
        under the Stock Option Plan and the MP Stock Plan may be options which qualify
        under Section 422 of the Internal Revenue Code (“Incentive Stock Options”) or
        options which do not qualify under Section 422 (“Nonqualified Options”). To
        date, the Company has only issued Nonqualified Options.
 
 The
        exercise price for options granted under the Stock Option Plan and the MP
        Stock
        Plan generally cannot be less than fair market value at the date of grant
        of the
        shares covered by the option. The exercise price of options granted under
        the MP
        Stock Plan was historically determined by using a three-month weighted average
        stock price to eliminate the daily trading increases and decreases in the
        stock
        price. This averaging method resulted in certain option grants under the
        MP
        Stock Plan that were above or below the closing price as of the exact grant
        date. Compensation expense resulted if the exercise price of these options
        was
        less than the market price on the date of grant. The Company discontinued
        use of
        the average stock price in November 2005.
 
 In
        2006,
        the Company adopted the OSI Restaurant Partners, Inc. Partner Equity Plan
        (the
“PEP”) for managing partners and chef partners in domestic restaurants. The PEP,
        as approved by the Board and the shareholders, includes the Partner Equity
        Deferred Compensation Diversified Plan (the “Diversified Plan”) and the
        Partner Equity Deferred Compensation Stock Plan (the “Stock Plan”).
 
 When
        a
        managing partner or chef partner of a domestic restaurant executes a five-year
        employment agreement, he or she makes a capital contribution in exchange
        for a
        partnership interest in the restaurant. Upon completion of each five-year
        term
        of employment, the participating partners will receive a deferred compensation
        benefit. The Diversified Plan will permit partners to direct the investment
        of
        their deferred compensation accounts into a variety of benchmark investment
        funds. Specified portions of partners’ accounts will be required to be invested
        in the Stock Plan (a minimum of 75%, 50% and 25% based on completion of the
        first, second and third or subsequent employment terms, respectively). 
Only shares of the Company’s common stock purchased on the open market will be
        utilized in the Stock Plan.
 
 The
        PEP
        is effective for all new partner employment agreements signed after
        March 1, 2006 and will replace the issuance of stock options to partners
        upon completion of their terms of employment. In addition, during the first
        quarter of 2006, all partners with existing employment agreements were given
        an
        opportunity to elect to participate in the PEP in lieu of the receipt of
        stock
        options upon completion of their terms of employment. As a result, the only
        partners who will receive stock option grants under the MP Stock Plan in
        the
        future are those partners who executed an employment agreement prior to March
        1,
        2006 and who did not elect to participate in the PEP.
 
 10
 Table
              of Contents
  **OSI
        Restaurant Partners, Inc.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(UNAUDITED)**
 
 2.  Stock-Based
        Compensation (continued)
 
 **Stock-Based
        Compensation Plans (continued)**
  The
          Stock Plan is intended to be an unfunded, unsecured promise to
          pay the participant the Common Stock, subject to the terms and
          conditions of the Stock Plan. The Diversified Plan also is intended to
          be an
          unfunded, unsecured promise to pay the participant in cash, subject to
          the terms
          and conditions of the Diversified Plan.
 The
        Company currently intends to fund its PEP obligation by making a cash
        contribution to an irrevocable grantor or “rabbi” trust upon each partner’s
        completion of a term of employment (the Company is the sole owner of any
        assets
        in the trust and participants are general creditors of the Company with respect
        to their benefits under the PEP). A specified percentage of these funds will
        be
        required to be used by the trustee to purchase shares of the Company’s common
        stock on the open market. No shares will be issued by the Company to the
        PEP.
 
 All
        distributions from Stock Plan accounts will be made in whole shares of Common
        Stock. Distributions from Diversified Plan accounts will be made in cash.
        Amounts credited to a partner’s accounts are fully vested at all times. The
        maximum number of shares that may be distributed pursuant to the Stock Plan
        is
        5,000,000, subject to adjustment for stock dividends, stock splits and certain
        other changes in the Company's capitalization.
  Participants’
          Stock Plan accounts will be credited with phantom shares of the Company’s common
          stock at the time of a contribution based on the amount of the cash contribution
          to the Stock Plan and the closing trading price of the Company’s common stock on
          the NYSE on the day of the contribution (or, if there is no trading of
          the
          shares on that day, on the next date on which trading occurs). Accounts
          will be
          credited with notional gains or losses from the date the contribution is
          credited based on actual increases and decreases in the value of the Company’s
          common stock. A participant will have no voting rights or other rights
          as a
          shareholder based on phantom shares of the Company’s common stock credited to
          his or her account, and the Company will have no obligation to set aside
          or
          reserve the
          Company’s common stock for the purpose of meeting its obligations under the
          Stock Plan. Notwithstanding the foregoing, a participant will be entitled
          to
          receive credits to his or her account under the Diversified Plan equal
          to the
          amount of any dividends that are payable on the Company’s common stock based on
          the number of phantom shares of the Company’s common stock credited to the
          participant’s account at the time such dividend is declared. Although
          participants’ accounts in the Stock Plan will not actually hold the Company’s
          common stock, the Company expects to cause the trust to purchase the Company’s
          common stock in the open market in amounts equal to the number of phantom
          shares
          credited to the Stock Plan accounts. The Company will not issue shares
          of its
          common stock to the trust for PEP from its treasury or from authorized
          and
          unissued shares without shareholder approval.
 A
        participant will have no discretion with respect to the time and form of
        benefit
        payments under the PEP. Except in the event of the death or disability of
        the
        participant, each account will be distributed to the participant in three
        payments:
 
 -
              25%
                  of the then total account balance will be distributed
                  five years after the Company contribution is made (which generally
                  occurs
                  at the end of the five-year employment
                  term);
 -
              an
                  additional 25% of the account (i.e., one-third of the
                  remaining account balance) will be distributed seven years after
                  the
                  Company contribution is made; and
 -
              the
                  remaining account balance will be distributed 10 years
                  after the Company contribution is made.
 
 11
 Table
              of Contents
 
 **OSI
        Restaurant Partners, Inc.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(UNAUDITED)**
 
 2.  Stock-Based
        Compensation (continued)
  **Stock-Based
          Compensation Plans (continued)**
 
 The
          Company currently administers the Stock Plan. The administrator may, at
          any
          time, amend or terminate the Stock Plan, except that no amendment or termination
          may reduce a participant’s account balance or accelerate benefits under the
          Stock Plan in violation of Section 409A of the IRC. If the Company terminates
          the Stock Plan, the Company must pay to each participant the balance of
          the
          participant’s accounts at the time and in the form such amounts would have been
          paid absent termination of the Stock Plan. Notwithstanding the foregoing,
          to the
          extent permitted under Section 409A of the IRC, the Company may, in its
          complete
          and sole discretion, accelerate distributions under the Stock Plan in the
          event
          of (i) change in the ownership or effective control of the Company, (ii)
          change
          in the ownership of a substantial portion of the assets of the Company,
          (iii)
          liquidation or bankruptcy of the Company, or (iv) any other circumstances
          permitted under Section 409A of the IRC.
 **Stock
        Options**
  The
          following table presents a summary of the Company’s stock options as of March
          31, 2006 and activity in the Company’s stock option plans for the three months
          ended March 31, 2006 (in thousands, except option prices):
  **WEIGHTED-****WEIGHTED-**
                  
                  **AVERAGE****AVERAGE**
                  
                  **REMAINING**
                  
                  **AGGREGATE****EXERCISE**
                  
                  **CONTRACTUAL**
                  
                  **INTRINSIC****OPTIONS**
                  
                  **PRICE**
                  
                  **LIFE
                      (YEARS)**
                  
                  **VALUE**Outstanding
                      at December 31, 2005
                  
                  
                  16,643
                  
                  $
                  32.25Granted
                  
                  
                  -
                  
                  
                  -Exercised
                  
                  
                  (723
                  )
                  
                  25.08Forfeited
                  
                  
                  (136
                  )
                  
                  38.68Outstanding
                      at March 31, 2006
                  
                  
                  15,784
                  
                  $
                  32.52
                  
                  
                  8.9
                  
                  $
                  182,590Exercisable
                      at March 31, 2006
                  
                  
                  2,242
                  
                  $
                  25.56
                  
                  
                  4.9
                  
                  $
                  41,343Fully
                      vested, non-exercisable at March 31, 2006
                  
                  
                  8,790
                  
                  $
                  32.40
                  
                  
                  10.8
                  
                  $
                  102,971
 The
          total
          intrinsic value (market value on date of exercise less exercise price)
          of
          options exercised during the three months ended March 31, 2006 was approximately
          $13,503,000. The aggregate intrinsic value of options outstanding as of
          March
          31, 2006, disclosed in the table above, represents the closing stock price
          on
          the last trading day of the quarter less the exercise price, multiplied
          by the
          number of in-the-money stock options outstanding. The excess cash tax benefit
          classified as a financing cash inflow for the three months ended March
          31, 2006
          was approximately $3,047,000.
 
 At
          March
          31, 2006, there was approximately $32,026,000 of unrecognized, pre-tax
          compensation expense related to non-vested stock options. This cost is
          expected
          to be recognized over a weighted-average period of approximately 4.6
          years.
 
 The
          Company has a policy of repurchasing shares on the open market to satisfy
          stock
          option exercises and the dilutive effect of restricted stock and expects
          to
          repurchase approximately 2,000,000 to 3,000,000 shares during 2006, based
          on
          estimates of stock option exercises for the year. The Company typically
          issues
          treasury shares upon exercise of stock options.
  12
 Table
                of Contents
  **OSI
        Restaurant Partners, Inc.**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(UNAUDITED)**
 
 2.  Stock-Based
        Compensation (continued)
  **Restricted
          Stock**
 
 The
          following table presents restricted stock activity in the Company’s plans for
          the three months ended March 31, 2006 (in thousands, except average fair
          value):
 
 **NUMBER
                    OF RESTRICTED SHARE AWARDS**
                
                **WEIGHTED
                    AVERAGE FAIR VALUE PER AWARD**Restricted
                    share awards outstanding at December 31, 2005
                
                
                1,044
                
                $
                41.54Granted
                
                
                101
                
                
                44.38Vested
                
                
                -
                
                
                -Forfeited
                
                
                (7
                )
                
                40.67Restricted
                    share awards outstanding at March 31, 2006
                
                
                1,138
                
                $
                41.79
 
 Compensation
          expense recognized in net income for awards granted during the three months
          ended March 31, 2006 was approximately $2,221,000. At March 31, 2006,
          unrecognized, pre-tax compensation expense related to restricted stock
          awards
          total approximately $43,013,000 and will be recognized over a weighted-average
          period of 5.1 years.
 On
        April
        27, 2005, the Company’s Board of Directors approved a grant of restricted common
        stock to the Company’s Chief Executive Officer under the Amended and Restated
        Managing Partner Stock Plan. Under the terms of the grant, 300,000 shares
        of
        restricted common stock were issued and will vest as follows: on December
        31,
        2009, 90,000 shares, plus an additional 30,000 shares if the market
        capitalization of the Company exceeds $6,060,000,000; on December 31, 2011,
        90,000 shares, plus an additional 30,000 shares if the market capitalization
        of
        the Company exceeds $8,060,000,000; and on December 31, 2014, the balance
        of all
        remaining unvested shares. On December 8, 2005, the Company’s Board of Directors
        approved an additional grant of restricted stock to the Company’s Chief
        Executive Officer under the Amended and Restated Managing Partner Stock Plan.
        Under the terms of the grant, 150,000 shares of restricted stock were issued
        effective December 31, 2005 and will vest as follows: on December 31, 2009,
        75,000 shares and on December 31, 2011, the remaining 75,000
        shares.
 
 On
        Ju ly
        27,
        2005, the Company’s Board of Directors approved a grant of 50,000 shares of its
        restricted common stock to the Senior Vice President of Real Estate and
        Development as an inducement grant in connection with his hiring. These shares
        were not issued under any existing stock plan of the Company. Under the terms
        of
        the grant, the 50,000 shares of restricted stock will vest as follows: on
        June
        13, 2008, 10,000 shares; on June 13, 2010, 10,000 shares; on June 13, 2012,
        15,000 shares; and on June 13, 2015, the balance of all remaining unvested
        shares.
 
 On
        October 26, 2005, the Company’s Board of Directors approved a grant of 100,000
        shares of its restricted common stock to the Senior Vice President and Chief
        Financial Officer as an inducement grant in connection with his hiring,
        effective November 1, 2005. These shares were not issued under any existing
        stock plan. Under the terms of the grant, the 100,000 shares of restricted
        stock
        will vest as follows: on November 1, 2010, 50,000 shares, plus an additional
        10,000 shares if the market capitalization of the Company exceeds
        $6,000,000,000; and on November 1, 2012, the balance of all remaining unvested
        shares.




13
 Table
          of Contents


**OSI
      Restaurant Partners, Inc.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED)**





3.  Other
      Current Assets





Other
      current assets consisted of the following (in thousands):


**MARCH
                    31,**
                
                **DECEMBER
                    31,****2006**
                
                **2005****(UNAUDITED)**Prepaid
                    expenses
                
                $
                25,336
                
                $
                16,625Accounts
                    receivable
                
                
                28,063
                
                
                19,122Accounts
                    receivable - vendors
                
                
                12,932
                
                
                9,874Accounts
                    receivable - franchisees
                
                
                1,690
                
                
                2,974Deposits
                
                
                2,547
                
                
                2,651Other
                    current assets
                
                
                500
                
                
                500$
                71,068
                
                $
                51,746


4.  Property,
      Fixtures and Equipment, Net





Property,
      fixtures and equipment, net, consisted of the following (in
      thousands):




**MARCH
                  31,**
              
              **DECEMBER
                  31,****2006**
              
              **2005****(UNAUDITED)**Land
              
              $
              204,130
              
              $
              200,394Buildings
                  and building improvements
              
              
              706,747
              
              
              690,020Furniture
                  and fixtures
              
              
              247,103
              
              
              231,608Equipment
              
              
              519,035
              
              
              498,018Leasehold
                  improvements
              
              
              359,826
              
              
              345,640Construction
                  in progress
              
              
              82,332
              
              
              68,878Accumulated
                  depreciation
              
              
              (675,929
              )
              
              (644,953
              )$
              1,443,244
              
              $
              1,389,605


During
      the three months ended March 31, 2005, the Company recorded a provision for
      impaired assets and restaurant closings of approximately $776,000 for the
      closing of one domestic Outback Steakhouse.





During
      the three months ended March 31, 2006 ,
      the
      Company recorded a provision for impaired assets and restaurant closings of
      approximately $2,532,000, which included approximately $914,000 for an
      impairment charge for intangible and other asset impairments related to the
      pending sale of Paul Lee’s Chinese Kitchen and approximately $1,618,000
      for the impairment of one Carrabba’s Italian Grill.


14
 Table
          of Contents


**OSI
      Restaurant Partners, Inc.** ****


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED)**





5.  Goodwill
      and Intangible Assets, Net





The
      change in the carrying amount
      of goodwill for the three months ended March
      31,
      200 6
      is as
      follows (in thousands):




December
                  31, 2005
              
              $
              111,318Acquisitions
                  (see Note 11 of Notes to Unaudited Consolidated Financial Statements)
              
              
              3,509March
                  31, 2006
              
              $
              114,827


Intangible
      assets, net, consisted of the following (in thousands):


**WEIGHTED
                  AVERAGE**
              
              **MARCH
                  31,**
              
              **DECEMBER
                  31,****AMORTIZATION**
              
              **2006**
              
              **2005****PERIOD
                  (YEARS)**
              
              **(UNAUDITED)**Trademarks
                  (gross)
              
              
              24
              
              $
              8,344
              
              $
              8,344Less:
                  accumulated amortization
              
              
              
              
              
              (599
              )
              
              (511
              )Net
                  trademarks
              
              
              
              
              
              7,745
              
              
              7,833Trade
                  dress (gross)
              
              
              15
              
              
              777
              
              
              777Less:
                  accumulated amortization
              
              
              
              
              
              (84
              )
              
              (72
              )Net
                  trade dress
              
              
              
              
              
              693
              
              
              705Favorable
                  leases (gross, lives ranging from 2 to 24 years)
              
              
              20
              
              
              3,224
              
              
              3,224Less:
                  accumulated amortization
              
              
              
              
              
              (247
              )
              
              (200
              )Net
                  favorable leases
              
              
              
              
              
              2,977
              
              
              3,024Intangible
                  assets, less total accumulated amortization of $930and
                  $783 at March 31, 2006 and December 31, 2005, respectively
              
              
              22
              
              $
              11,415
              
              $
              11,562
  The
          aggregate amortization expense related to thes e
          intangible assets was $220,000 for the three months ended March 31, 2006.
          Annual
          amortization expense related to these intangible assets for each of the
          next
          five years is anticipated to be approximately $650,000.


15
 Table
          of Contents


**OSI
      Restaurant Partners, Inc.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED)**





6.  Other
      Assets





Other
      assets consisted of the following (in thousands):




**MARCH
                  31,**
              
              **DECEMBER
                  31,****2006**
              
              **2005****(UNAUDITED)**Other
                  assets
              
              $
              61,461
              
              $
              59,921Insurance
                  receivable (see Notes 9 and 13)
              
              
              40,713
              
              
              41,696Liquor
                  licenses, net of accumulated amortization of $5,238 and $5,037
                  at March
                  31, 2006and
                  December 31, 2005, respectively
              
              
              15,691
              
              
              15,728Deferred
                  license fee
              
              
              2,136
              
              
              2,136Assets
                  held for sale
              
              
              17,200
              
              
              22,633$
              137,201
              
              $
              142,114


In
      accordance with SFAS
      No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,”
the Company has classified certain land and building assets as “held for sale”
in its Unaudited Consolidated Balance Sheets. Assets held for sale as of March
      31, 2006 consisted of $16,006,000 of land and $1,194,000 of buildings. Assets
      held for sale as of December 31, 2005 consisted of $21,439,000 of land and
      $1,194,000 of buildings. No gain or loss has been recorded as it is anticipated
      that proceeds from the sale will exceed the net book value of the
      assets.




7.  Accrued
      Expenses





Accrued
      expenses consisted of the following (in thousands):


**MARCH
                  31,**
              
              **DECEMBER
                  31,****2006**
              
              **2005****(UNAUDITED)**Accrued
                  payroll and other compensation
              
              $
              50,377
              
              $
              53,709Accrued
                  insurance
              
              
              33,781
              
              
              29,801Other
                  accrued expenses
              
              
              58,249
              
              
              47,073$
              142,407
              
              $
              130,583


Remaining
      accrued restaurant closing expenses o f
      less
      than $100,000 were
      included in other accrued expenses as of March 31, 2006 and December 31, 2005,
      related to restaurant closing provisions.


16
 Table
          of Contents


**OSI
      Restaurant Partners, Inc.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED)**





8.  Long-term
      Debt





Long-term
      debt consisted of the following (in thousands):


**MARCH
                31,**
            
            **DECEMBER
                31,****2006**
            
            **2005****(UNAUDITED)**Revolving
                lines of credit, uncollateralized, interest rates ranging from 5.13%
                to
                7.75% atMarch
                31, 2006 and 5.00% to 5.21% at December 31, 2005
            
            $
            118,000
            
            $
            73,000Outback
                Korea notes payable, interest rates ranging from 4.95% to 6.12%
                atMarch
                31, 2006 and 4.95% to 6.06% at December 31, 2005
            
            
            48,937
            
            
            46,670Outback
                Japan notes payable, uncollateralized, interest rates ranging from
                0.80%to
                0.86% at March 31, 2006 and 0.86% at December 31, 2005
            
            
            5,512
            
            
            5,085Outback
                Japan revolving lines of credit, interest rates ranging
                from0.69%
                to 0.77% at March 31, 2006 and December 31, 2005
            
            
            14,206
            
            
            14,636Other
                notes payable, uncollateralized, interest rates ranging
                from2.07%
                to 7.00% at March 31, 2006 and December 31, 2005
            
            
            7,739
            
            
            8,424Sale-leaseback
                obligation
            
            
            6,250
            
            
            6,250Guaranteed
                debt of franchisee
            
            
            31,283
            
            
            31,283231,927
            
            
            185,348Less
                current portion
            
            
            71,444
            
            
            63,442Less
                guaranteed debt of franchisee
            
            
            31,283
            
            
            31,283Long-term
                debtof
                OSI Restaurant Partners, Inc.
            
            $
            129,200
            
            $
            90,623





Effective
      March 10, 2006, the Company amended an uncollateralized $150,000,000 revolving
      credit facility that was scheduled to mature in June 2007 with a new
      $225,000,000 maximum borrowing amount and maturity date of June 2011. The
      amended line of credit permits borrowing at interest rates ranging from 45
      to 65
      basis points over the 30, 60, 90 or 180-day London Interbank Offered Rate
      (LIBOR) (ranging from 4.83% to 5.11% at March 31, 2006 and ranging from 4.39%
      to
      4.69% at December 31, 2005). At March 31, 2006, the unused portion of the
      revolving line of credit was $121,000,000.





The
      credit agreement contains certain restrictions and conditions as defined in
      the
      agreement that require the Company to maintain consolidated net worth equal
      to
      or greater than consolidated total debt and to maintain a ratio of total
      consolidated debt to EBITDAR (earnings before interest, taxes, depreciation,
      amortization and rent) equal to or less than 3.0 to 1.0. At March 31, 2006,
      the
      Company was in compliance with these debt covenants.





Effective
      March 10, 2006, the Company also amended a $30,000,000 line of credit that
      was
      scheduled to mature in June 2007 with a new $40,000,000 maximum borrowing amount
      and maturity date of June 2011. The amended line permits
      borrowing at interest rates ranging from 45 to 65 basis points over LIBOR for
      loan draws and 55 to 80 basis points over LIBOR for letter of credit advances.
      The credit agreement contains certain restrictions and conditions as defined
      in
      the agreement. At March 31, 2006, the outstanding balance on the line of credit
      was $14,000,000. There were no draws outstanding on this line of credit as
      of
      December 31, 2005. At March 31, 2006 and December 31, 2005, $25,072,000 and
      $20,072,000, respectively, of the line of credit was committed for the issuance
      of letters of credit as required by insurance companies that underwrite the
      Company’s workers’ compensation insurance and also, where required, for
      construction of new restaurants.




17
 Table
            of Contents





**OSI
      Restaurant Partners, Inc.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED)**





8.  Long-term
      Debt (continued)




As
      of
      March 31, 2006, the Company had approximately $7,739,000 of notes payable at
      interest rates ranging from 2.07% to 7.00%. These notes have been primarily
      issued for buyouts of general manager interests in the cash flows of their
      restaurants and generally are payable over five years.




The
      Company has notes payable with banks bearing interest at rates ranging from
      4.95% to 6.12% and from 4.95% to 6.06% at March 31, 2006 and December 31, 2005,
      respectively, to finance development of the Company’s restaurants in South
      Korea. The notes are denominated and payable in Korean won, with outstanding
      balances as of March 31, 2006 maturing at dates ranging from May 2006 to
      February 2007. As of March 31, 2006 and December 31, 2005, the outstanding
      balance was approximately $48,937,000 and $46,670,000, respectively. Certain
      of
      the notes payable are collateralized by lease and other deposits. At March
      31,
      2006 and December 31, 2005, collateralized notes totaled approximately
      $38,433,000 and $34,326,000, respectively. The Company has been pre-approved
      by
      these banks for additional borrowings of approximately $5,061,000 and $4,826,000
      at March 31, 2006 and December 31, 2005, respectively.





The
      Company has notes payable with banks to finance the development of the Company’s
      restaurants in Japan (“Outback Japan”). The notes are payable to banks,
      collateralized by letters of credit and lease deposits of approximately
      $3,100,000 at March 31, 2006 and December 31, 2005, and bear interest at rates
      ranging from 0.80% to 0.86% and at 0.86% at March 31, 2006 and December 31,
      2005, respectively. The notes are denominated and payable in Japanese yen,
      with
      outstanding balances as of March 31, 2006 maturing in September 2006. As of
      March 31, 2006 and December 31, 2005, outstanding balances totaled approximately
      $5,512,000 and $5,085,000, respectively.





In
      October 2003, Outback Japan established a revolving line of credit to finance
      the development of new restaurants in Japan and refinance certain notes payable.
      The line permits borrowing up to a maximum of $10,000,000.
      Effective March 10, 2006, this revolving credit facility that was scheduled
      to
      mature in June 2007 was amended with a new maturity date in June 2011. The
      amended line of credit permits borrowing at interest rates ranging from 45
      to 65
      basis points over LIBOR. As of March 31, 2006 and December 31, 2005, the Company
      had borrowed approximately $9,121,000 and $9,043,000, respectively, on the
      line of
      credit
      at an average interest rate of 0.71%, with draws as of March 31, 2006 maturing
      from June 2006 to August 2006. The revolving line of credit contains certain
      restrictions and conditions as defined in the agreement. As of March 31, 2006,
      the Company was in compliance with all of the debt covenants.





In
      February 2004, Outback Japan established an additional revolving line of credit
      to finance the development of new restaurants in Japan and to refinance certain
      notes payable. The line permits borrowing up to a maximum of $10,000,000 with
      interest of LIBOR divided by a percentage equal to 1.00 minus the Eurocurrency
      Reserve Percentage. The line matures i n
      December 2006. As of March 31, 2006 and December 31, 2005, the Company had
      borrowed approximately $5,085,000 and $5,593,000, respectively, on the line
      of
      credit at an average interest rate of 0.77%, with draws as of March 31, 2006
      maturing in May 2006. The revolving line of credit contains certain restrictions
      and conditions as defined in the agreement. As of March 31, 2006, the Company
      was in compliance with all of the debt covenants.





In
      August
      2005, the Company entered into a sale- leaseback
      arrangement for five of its properties. Pursuant to this arrangement, the
      Company sold these properties for a total of $6,250,000, including $1,250,000
      for tenant improvements. The Company then leased the sites back for a 30-year
      term and will make lease payments on the first day of each calendar month.
      Since
      this transaction does not qualify for sale-leaseback accounting treatment,
      the
      Company has included the proceeds in the Company’s Unaudited Consolidated
      Balance Sheets as long-term debt.


18
 Table
          of Contents


**OSI
      Restaurant Partners, Inc.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED)**




8.  Long-term
        Debt (continued)


The
      Company is the guarantor of an uncollateralized line of credit that permits
      borrowing of up to $35,000,000 for a limited liability company, T-Bird Nevada,
      LLC (T-Bird”), owned by its California franchisee. This line of credit was
      scheduled to mature in December 2004 but was replaced in January 2005 by an
      amended agreement with a new maturity date in December 2008. The line of
      credit bears interest at rates ranging from 50 to 90 basis points over LIBOR.
      The Company was required to consolidate T-Bird effective January 1, 2004 upon
      adoption of FIN 46R (see Note 1 of Notes to Unaudited Consolidated
      Financial Statements). At March 31, 2006 and December 31, 2005, the outstanding
      balance on the line of credit was approximately $31,283,000 and is included
      in
      the Company’s Unaudited Consolidated Balance Sheets as long-term debt. T-Bird
      uses proceeds from the line of credit for the purchase of real estate and
      construction of buildings to be opened as Outback Steakhouse restaurants and
      leased to the Company’s franchisees. According to the terms of the line of
      credit, T-Bird may borrow, repay, re-borrow or prepay advances at any time
      before the termination date of the agreement.





If
      a
      default under the line of credit were to occur requiring the Company to perform
      under the guarantee obligation, the Company has the right to call into default
      all of its franchise agreements in California and exercise any rights and
      remedies under those agreements as well as the right to recourse under loans
      T-Bird has made to individual corporations in California which own the land
      and/or building which is leased to those franchise locations. Events of default
      are defined in the line of credit agreement and include the Company’s covenant
      commitments under existing lines of credit.  The Company is not the primary
      obligor on the line of credit, and it is not aware of any non-compliance with
      the underlying terms of the line of credit agreement that would result in it
      having to perform in accordance with the terms of the guarantee.




DEBT
      GUARANTEES





The
      Company is the guarantor of an uncollateralized line of credit that permits
      borrowing of up to a maximum of $24,500,000 for its joint venture partner,
      RY-8,
      Inc. (“RY-8”), in the development of Roy's restaurants. The line of credit
      originally expired in December 2004 and was renewed twice with a new termination
      date in June 2011. According to the terms of the credit agreement, RY-8 may
      borrow, repay, re-borrow or prepay advances at any time before the termination
      date of the agreement. On the termination date of the agreement, the entire
      outstanding principal amount of the loan then outstanding and any accrued
      interest is due. At March 31, 2006 and December 31, 2005, the outstanding
      balance on the line of credit was approximately $23,233,000 and $22,926,000,
      respectively.





RY-8’s
      obligations under the line of credit are unconditionally guaranteed by the
      Company and Roy’s Holdings, Inc, (“RHI”). If an event of default occurs (as
      defined in the agreement, and including the Company’s covenant commitments under
      existing lines of credit), then the total outstanding balance, including any
      accrued interest, is immediately due from the guarantors.





If
      an
      event of default occurs and RY-8 is unable to pay the outstanding balance owed,
      the Company would, as guarantor, be liable for this balance. However, in
      conjunction with the credit agreement, RY-8 and RHI have entered into an
      Indemnity Agreement and a Pledge of Interest and Security Agreement in favor
      of
      the Company. These agreements provide that if the Company is required to perform
      its obligation as guarantor pursuant to the credit agreement, then RY-8 and
      RHI
      will indemnify the Company against all losses, claims, damages or liabilities
      which arise out of or are based upon its guarantee of the credit agreement.
      RY-8’s and RHI’s obligations under these agreements are collateralized by a
      first priority lien upon and a continuing security interest in any and all
      of
      RY-8’s interests in the joint venture.





As
      a
      result of the Company’s recourse provisions and collateral, the estimated fair
      value of the guarantee to be recorded is immaterial to its financial condition
      and financial statements.


19
 Table
          of Contents


**OSI
      Restaurant Partners, Inc.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED)**


8.  Long-term
        Debt (continued)


DEBT
      GUARANTEES (continued)





The
      Company is the guarantor of up to $9,445,000 of a $68,000,000 note for an
      unconsolidated affiliate, Kentucky Speedway, in which the Company has a 22.5%
      equity interest and for which the Company operates catering and concession
      facilities. Payments on this note began in December 2003 with final maturity
      in
      December 2022. At March 31, 2006 and December 31, 2005, the outstanding balance
      and its guarantee on the note were approximately $63,300,000 and
      $9,445,000, respectively. This guarantee has not been modified since the
      effective date of FIN 45 and is thus not subject to the recognition or
      measurement requirements of FIN 45.





The
      Company’s contractual unconsolidated debt guarantees as of March 31, 2006 are
      summarized in the table below (in thousands):





**CURRENT**
            
            **LONG-TERM****TOTAL**
            
            **PORTION**
            
            **PORTION**Debtguarantees
            
            $
            33,945
            
            $
            9,445
            
            $
            24,500Amount
                outstanding under debt guarantees
            
            $
            32,678
            
            $
            9,445
            
            $
            23,233





9.  Other
      Long-term Liabilities





Other
      long-term liabilities consisted of the following (in thousands):




**MARCH
                  31,**
              
              **DECEMBER
                  31,****2006**
              
              **2005****(UNAUDITED)**Litigation
                  (See Notes 6 and 13)
              
              $
              39,000
              
              $
              39,000Accrued
                  insuranceliability
              
              
              5,713
              
              
              6,696Other
                  deferred liability
              
              
              420
              
              
              194$
              45,133
              
              $
              45,890


10.  Foreign
      Currency Translation and Comprehensive Income




For
        all
        significant non-U.S. operations, the functional currency is the local currency.
        Assets and liabilities of those operations are translated into U.S. dollars
        using the exchange rates in effect at the balance sheet date. Results of
        operations are translated using the average exchange rates for the reporting
        period. Translation gains and losses are reported as a separate component
        of
        accumulated other comprehensive income (loss) in stockholders’ equity.
 
 Comprehensive
        income includes net income and foreign currency translation adjustments.
        Total
        c omprehensive
        income for the three months ended March 31, 2006 and 2005 was $34,709,000
        and
        $51,681,000, respectively, which included the effect of gains and (losses)
        from
        translation adjustments of approximately $1,670,000 and ($723,000),
        respectively.


20
 Table
          of Contents


**OSI
      Restaurant Partners, Inc.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED)**





11.  Business
      Combinations





On
      January 1, 2005, the Company acquired the 50% minority ownership interests
      of
      its partner in four Carrabba's restaurants in Ohio for approximately $5,200,000
      in cash and the assumption of the employee partner buyout liability for these
      stores of approximately $590,000. The Company completed this acquisition because
      it believes the additional cash flows provided from 100% ownership of these
      restaurants will meet its internally required rate of return and provide
      additional shareholder value. No minority interest for these stores has been
      reflected in the Consolidated Financial Statements since that date. The Company
      recorded goodwill of approximately $4,100,000 associated with this transaction,
      all of which is expected to be deductible for income tax purposes.




On
        February 6, 2006, the Company purchased ten Outback Steakhouses from its
        franchisee in Eastern Canada for approximately $7,456,000 in cash and the
        assumption of the employee partner buyout liability for these locations of
        approximately $748,000 and other liabilities of approximately $134,000. 
The Company completed this acquisition because it believes the additional
        cash
        flows provided from ownership of these restaurants will meet its internally
        required rate of return and provide additional shareholder value.  The
        Company recorded goodwill of approximately $3,509,000 associated with this
        transaction, subject to the finalization of the purchase price allocation,
        $2,631,000 of which is expected to be deductible for income tax purposes
        (see
        Note 5).




On
        an
        unaudited pro forma basis, the effects of the acquisitions were not significant
        to the Company’s total assets, equity and results of operations.


12.  Earnings
      Per Share




The
        following table represents the computation of basic and diluted earnings
        per
        common share (in thousands, except per share data):
  **THREE
                    MONTHS ENDED****MARCH
                    31,****2006**
                
                **2005**Net
                    income
                
                $
                33,039
                
                $
                50,958Basic
                    weighted average number of common shares outstanding
                
                
                74,083
                
                
                73,800Basic
                    earnings per common share
                
                $
                0.45
                
                $
                0.69Effect
                    of dilutive stock options and contingently issuable shares
                
                
                3,028
                
                
                3,467Diluted
                    weighted average number of common shares outstanding
                
                
                77,111
                
                
                77,267Diluted
                    earnings per common share
                
                $
                0.43
                
                $
                0.66
 Basic
        earnings per common share is computed using net income and the basic weighted
        average number of common shares outstanding during the period. Diluted earnings
        per common share is computed using net income and the diluted weighted average
        number of common shares outstanding. Diluted weighted average common shares
        outstanding includes potentially dilutive common shares and restricted share
        awards outstanding during the period. Potentially dilutive common shares
        include
        the assumed exercise of stock options and issuance of restricted share awards
        using the treasury stock method.
 
 Diluted
        earnings per common share excludes antidilutive stock options of approximately
        2,226,000 and 480,000 for the three months ended March 31, 2006 and 2005,
        respectively.


21
 Table
          of Contents


**OSI
      Restaurant Partners, Inc.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED)**





13.  Commitments
      and Contingencies





In
      June
      2003, in a civil case against the Company in Indiana state court alleging
      liability under the “dramshop” liquor liability
      statute, a jury returned a verdict in favor of the two plaintiffs who were
      injured by a drunk driver. The portion of the verdict against the Company was
      $39,000,000. The Company appealed the verdict to the Indiana Court of Appeals.
      On July 25, 2005, the Court of Appeals affirmed the verdict of the trial courts.
      The Company petitioned the Court of Appeals for rehearing and rehearing was
      denied. The Company filed a petition for
      transfer with the Indiana Supreme Court. On February 21, 2006, the Indiana
      Supreme Court granted transfer. That ruling means the Supreme Court has vacated
      the Court of Appeals’ decision and has accepted the case for review.  As
      of the
      date of this filing, the Indiana Supreme Courthas
      heard
      oral argument on the case, but has not rendered
      any
      decision on the merits of the case nor indicated when or how it might
      rule.




The
      Company has insurance coverage related to this case provided by its primary
      carrier for $21,000,000 and by an excess insurance carrier for the balance
      of
      the verdict of approximately $19,000,000. The excess insurance carrier has
      filed
      a declaratory judgment suit claiming it was not notified of the case and is
      therefore not liable for its portion of the verdict. The Company does not
      believe the excess carrier’s case has any merit and is vigorously defending this
      case. Activity in this case has been held in abeyance pending resolution of
      appeals in the “dramshop” case. The Company has filed counter-claims against the
      excess carrier and cross-claims against the primary carrier and its third-party
      administrator. The Company’s third-party administrator has executed an
      indemnification agreement indemnifying the Company against any liability
      resulting from the alleged failure to give notice to the excess insurance
      carrier.





As
      a
      result of the affirmation ve rdict
      by
      the Court of Appeals, the Company has recorded the $39,000,000 verdict as a
      non-current liability in its Unaudited Consolidated Balance Sheets as well
      as a
      non-current receivable in other assets for the same amount which would be due
      from insurance carriers should this verdict prevail upon appeal.





As
      discussed in the Company’s 2005 10-K, in connection with the Company’s customary
      review of the results of international operations, it discovered that employees
      of Aussie Chung Ltd., the Company’s 82% owned subsidiary in South Korea, may
      have made improper payments to government officials. Following that discovery,
      the Company’s Audit Committee engaged outside counsel to investigate the matter,
      and that investigation is substantially complete. Based on the results of the
      investigation to date, the payments, which were less than $75,000, may have
      violated the U.S. Foreign Corrupt Practices Act as well as South Korean law.
      The
      chief executive officer, chief operating officer and director of treasury of
      Aussie Chung have resigned as employees and from all offices they hold with
      that
      company and, in the case of the chief executive officer and chief operating
      officer, from its board of directors. The chief executive officer and the chief
      operating officer are minority owners of Aussie Chung. No other employees of
      Aussie Chung and no members of the Company’s management outside South Korea were
      implicated in the improper payments.




The
      Company has voluntarily reported this matter to the staff of the Securities
      and
      Exchange Commission and the U.S. Department of Justice. If the U.S. authorities
      determine that there has been a violation of the Foreign Corrupt Practices
      Act,
      they may seek to impose sanctions on the Company that may include injunctive
      relief, fines, penalties and modifications to the Company’s business practices.
      The Company could also face sanctions from South Korean authorities.




It
      is not
      possible at this time to predict whether the authorities will seek to impose
      sanctions on the Company, and if they do, what those sanctions might be. It
      is
      also not possible to predict how any U.S. or South Korean governmental
      investigation or resulting sanctions may impact the Company’s business in South
      Korea. Depending upon how these matters are resolved, the Company’s results of
      operations and prospects for growth in South Korea could be significantly
      impacted. In 2005, Aussie Chung had revenues and net income of $209,819,000
      and
      $11,629,000, respectively, representing approximately 5.8% and 7.8% of the
      Company’s consolidated revenues and net income.


22
 Table
          of Contents


**OSI
      Restaurant Partners, Inc.**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED)**





13.  Commitments
      and Contingencies (continued)




On
      January 24, 2006, the Company entered into an agreement in principle to sell
      its
      50% interest in the Paul Lee’s Chinese Kitchen (“PLCK”) joint venture to its
      partner. Upon closing the sale, the Company will receive a promissory note
      with
      a principal amount of $2,000,000 due and payable February 1, 2011, with interest
      payable annually to the extent that cash flows from PLCK can fund those payments
      (any unpaid interest will increase the principal balance of the note). If PLCK
      is sold or liquidated prior to full payment of the note, the Company will
      receive, in full satisfaction of the note, 50% of the proceeds of sale or
      liquidation up to the outstanding principal and accrued and unpaid interest
      amounts under the note. Additionally, the Company will have a “reinvestment
      option” whereby at any time the note remains outstanding, the Company may
      acquire a 50% ownership interest in PLCK upon payment of 50% of all capital
      contributions made to PLCK by the other partner subsequent to the sale and
      an
      additional amount equal to the greater of $1,000,000 and 10% of the additional
      capital invested after the sale. The Company does not expect to incur material
      costs or future cash expenditures as a result of the sale.





In
      February 2006, the Company entered into a verbal agreement to sell two of its
      Company-owned Bonefish Grills to a franchisee.




14.  Subsequent
      Events





On
      April
      25, 2006, the Company’s shareholders approved a change in the Company’s name
      from Outback Steakhouse, Inc. to OSI Restaurant Partners, Inc.





On
      April
      25, 2006, the Company’s Board of Directors declared a quarterly dividend of
      $0.13 per share of the Company’s common stock. The dividend will be paid June 2,
      2006 to shareholders of record as of May 19, 2006.




On
        May 9,
        2006, the Company received $6,000,000 in escrow related to an Outback Steakhouse
        lease termination agreement, which was entered into in January 2005. In
        accordance with the terms of this agreement, the Company will vacate
        the premises currently occupied by a Company-owned Outback
        Steakhouse by June
        8, 2006. The Company will record a gain upon disposal of this restaurant,
        which
        will be recorded when the cash is received by the Company, and it has
        fu lfilled
        its obligations under the agreement.




23
 Table
          of Contents


**MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS**





**Item
      2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
      OF
      OPERATIONS**





Management’s
      discussion and analysis of financial condition and results of operations should
      be read in conjunction with the Unaudited Consolidated Financial Statements
      and
      the related Notes.





**Overview**





We
      are
      one of the largest casual dining restaurant companies in the world, with seven
      restaurant concepts, ove r
      1,300 system-wide
      restaurants and 2005 annual revenues for Company-owned stores exceeding $3.5
      billion. We operate in all 50 states and in 21 countries internationally,
      predominantly through Company-owned stores, but we also operate under a variety
      of partnerships and franchises. Our primary focus as a company of restaurants
      is
      to provide a quality product together with quality service across all of our
      brands. This goal entails offering consumers of different demographic
      backgrounds an array of dining alternatives suited for differing needs. Our
      sales are primarily generated through a diverse customer base, which includes
      people eating in our restaurants as regular users who return for meals several
      times a week or on special occasions such as birthday parties, private events
      and for business entertainment. Secondarily, we generate revenues through sales
      of franchises and ongoing royalties as well as the sale and redemption of gift
      certificates.





The
      restaurant industry is a highly competitive and fragmented business, which
      is
      subject to sensitivity from changes in the economy, trends in lifestyles,
      seasonality (customer spending patterns at restaurants are generally highest
      in
      the first quarter of the year and lowest in the third quarter of the year)
      and
      fluctuating costs. Operating margins for restaurants are susceptible to
      fluctuations in prices of commodities, which include among other things, beef,
      chicken, seafood, butter, cheese, produce and other necessities to operate
      a
      store such as natural gas or other energy supplies. Additionally, the restaurant
      industry is characterized by a high initial capital investment, coupled with
      high labor costs. The combination of these factors underscores our initiatives
      to drive increased sales at existing stores in order to raise margins and
      profits, because the incremental sales contribution to profits from every
      additional dollar of sales above the minimum costs required to open, staff
      and
      operate a store is very high. We are not a company focused on growth in the
      number of restaurants just to generate additional sales. Our expansion and
      operation strategies are to balance investment costs and the economic factors
      of
      operation, in order to generate reasonable, sustainable margins and achieve
      acceptable returns on investment from our restaurant concepts.





Promotion
      of our Outback Steakhouse and Carrabba's Italian Grill restaurants is assisted
      by the use of national and spot television and radio media, which we have also
      begun to use in certain markets for our Bonefish Grill brand. We advertise
      on
      television in spot markets when our brands achieve sufficient penetration to
      make a meaningful broadcast schedule affordable. We rely on word-of-mouth
      customer experience, grassroots marketing in local venues, direct mail and
      national print media to support broadcast media and as the primary campaigns
      for
      our upscale casual and newer brands. We generally do not attempt to lure
      customers with discounts, as is common to many restaurants in the casual dining
      industry. Our advertising dollars are targeted to promote and maintain brand
      image and develop consumer awareness. We strive to drive sales through
      excellence in execution rather than through discounting and other short-lived
      marketing efforts. Our marketing strategy of encouraging customers to visit
      frequently and also recommending our restaurants to others complements what
      we
      believe are the fundamental elements of success: convenient sites,
      service-oriented employees and flawless execution in a well-managed
      restaurant.


24
 Table
          of Contents


**MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS**





**Overview
      (continued)**





Key
      factors that can be used in evaluating and understanding our restaurants and
      assessing our business include the following:





-
            Average
                unit volumes - a per store average sales amount, which helps us gauge
                the
                changes in consumer traffic, pricing and development of the
                brand;


-
            Operating
                margins - store revenues after deduction of the main store-level
                operating
                costs (including cost of sales, restaurant operating expenses and
                labor
                and related costs);


-
            System-wide
                sales - a total sales volume for all Company-owned, franchise and
                unconsolidated joint venture stores, regardless of ownership to interpret
                the health of our brands; and


-
            Same-store
                or comparable sales - a year-over-year comparison of sales volumes
                for
                stores that are open in both years in order to remove the impact
                of new
                openings in comparing the operations of existing
                stores.





Our
      consolidated operating results are affected by the growth of our newer brands.
      As we continue to develop and expand new restaurant concepts at different rates,
      our cost of sales, labor costs, restaurant operating expenses and income from
      operations change from the mix of brands in our portfolio with slightly
      different operating characteristics. Labor and related expenses are higher
      at
      our new format stores than have typically been experienced at Outback
      Steakhouses. However, cost of sales at those stores is lower than those at
      Outback. These trends are expected to continue with our planned development
      of
      stores.





Our
      industry’s challenges and risks include, but are not limited to, the impact of
      government regulation, the availability of qualified employees, consumer
      perceptions regarding food safety and/or the health benefits of certain types
      of
      food, including attitudes about alcohol consumption, economic conditions and
      commodity pricing. Additionally, our planned development schedule is subject
      to
      risk because of rising real estate and construction costs, and our results
      are
      affected by consumer tolerance of price increases. Changes in our operations
      in
      the remainder of this year and in future periods may also result from changes
      in
      beef prices and other commodity costs and continued pre-opening expenses from
      the development of new restaurants and our expansion
      strategy.


25
 Table
          of Contents


**MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS**





**Results
      of Operations**





The
      following tables set forth, for the periods indicated, (i) percentages that
      items in our Unaudited Consolidated Statements of Income bear to total revenues
      or restaurant sales, as indicated, and (ii) selected operating data:





**THREE
                MONTHS ENDED****MARCH
                31,****2006**
            
            **2005**RevenuesRestaurant
                sales
            
            
            99.4
            %
            
            99.4
            %Other
                revenues
            
            
            0.6
            
            
            0.6Total
                revenues
            
            
            100.0
            
            
            100.0Costs
                and expensesCost
                of sales (1)
            
            
            36.4
            
            
            36.5Labor
                and other related (1)
            
            
            27.4
            
            
            25.5Other
                restaurant operating (1)
            
            
            21.9
            
            
            20.1Depreciation
                and amortization
            
            
            3.6
            
            
            3.3General
                and administrative
            
            
            5.5
            
            
            5.6Provision
                for impaired assets and restaurant closings
            
            
            0.3
            
            
            0.1Income
                from operations of unconsolidated affiliates
            
            
            (0.1
            )
            
            *Total
                costs and expenses
            
            
            94.4
            
            
            90.7Income
                from operations
            
            
            5.6
            
            
            9.3Other
                income (expense), net
            
            
            (*
            )
            
            (0.1
            )Interest
                income
            
            
            *
            
            
            *Interest
                expense
            
            
            (0.2
            )
            
            (0.1
            )Income
                before provision for income taxes andelimination
                of minority interest
            
            
            5.4
            
            
            9.1Provision
                for income taxes
            
            
            1.7
            
            
            3.1Income
                before elimination of minority interest
            
            
            3.7
            
            
            6.0Elimination
                of minority interest
            
            
            0.4
            
            
            0.3Net
                income
            
            
            3.3
            %
            
            5.7
            %


__________________


(1)
            As
                a percentage of restaurant sales.


*
            Less
                than 1/10 of one percent of total
                revenues.


26
 Table
            of Contents


**MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS**




**Results
      of Operations (continued)**




System-wide
      sales grew by 9.5% for the quarter ended March 31, 2006 compared with the
      respective period in 2005. System-wide sales is a non-GAAP financial measure
      that includes sales of all restaurants operating under our brand names, whether
      we own them or not. The two components of system-wide sales, including those
      of
      OSI Restaurant Partners, Inc. and those of franchisees and unconsolidated
      development joint ventures, are provided in the following tables:


**THREE
                MONTHS ENDED****MARCH
                31,****2006**
            
            **2005**OSI
                RESTAURANT PARTNERS, INC. RESTAURANT SALES
                (in millions):Outback
                SteakhousesDomestic
            
            $
            583
            
            $
            574International
            
            
            73
            
            
            58Total
            
            
            656
            
            
            632Carrabba's
                Italian Grills
            
            
            162
            
            
            138Bonefish
                Grills
            
            
            73
            
            
            51Fleming's
                Prime Steakhouse and Wine Bars
            
            
            48
            
            
            38Other
                restaurants
            
            
            45
            
            
            31Total
                Company-owned restaurant sales
            
            $
            984
            
            $
            890





The
      following information presents sales for franchised and unconsolidated
      development joint venture restaurants. These are restaurants that are not owned
      by us and from which we only receive a franchise royalty or a
      portion of their
      total income. Management believes that franchise and unconsolidated development
      joint venture sales information is useful in analyzing our revenues because
      franchisees and affiliates pay service fees and/or royalties that generally
      are
      based on a percentage of sales. Management also uses this information to make
      decisions about future plans for the development of additional restaurants
      and
      new concepts as well as evaluation of current operations.





These
      sales do not represent sales of OSI Restaurant Partners, Inc., and are presented
      only as an indicator of changes in the restaurant system, which management
      believes is important information regarding the health of our restaurant
      brands.




**THREE
                MONTHS ENDED****MARCH
                31,****2006**
            
            **2005**FRANCHISE
                AND DEVELOPMENT JOINT VENTURE
                SALES (in millions) (1):Outback
                SteakhousesDomestic
            
            $
            93
            
            $
            89International
            
            
            27
            
            
            29Total
            
            
            120
            
            
            118Bonefish
                Grills
            
            
            3
            
            
            3Total
                franchise and development joint venture sales (1)
            
            $
            123
            
            $
            121Income
                from franchise and development joint ventures (2)
            
            $
            5
            
            $
            4


__________________


(1)
            Franchise
                and development joint venture sales are not included in revenues
                as
                reported in the Unaudited Consolidated Statements of
                Income.


(2)
              Represents
                  the franchise royalty and portion of total income included in the
                  Unaudited Consolidated Statements of Income in the line items Other
                  revenues or Income from operations of unconsolidated
                  affiliates.
  27
 Table
            of Contents
  **MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS**





**Results
      of Operations (continued)**





**MARCH
                31,****2006**
            
            **2005**Number
                of restaurants (at end of the period):Outback
                SteakhousesCompany-owned
                - domestic
            
            
            672
            
            
            654Company-owned
                - international
            
            
            106
            
            
            75Franchised
                and development joint venture-
                domestic
            
            
            106
            
            
            104Franchised
                and development joint venture-
                international
            
            
            42
            
            
            55Total
            
            
            926
            
            
            888Carrabba's
                Italian GrillsCompany-owned
            
            
            205
            
            
            176Bonefish
                GrillsCompany-owned
            
            
            97
            
            
            68Franchised
                and development joint venture
            
            
            6
            
            
            4Total
            
            
            103
            
            
            72Fleming’s
                Prime Steakhouse and Wine BarsCompany-owned
            
            
            40
            
            
            32Roy’sCompany-owned
            
            
            21
            
            
            19Cheeseburger
                in ParadiseCompany-owned
            
            
            32
            
            
            14Paul
                Lee's Chinese KitchensCompany-owned
            
            
            -
            
            
            3Lee
                Roy Selmon’sCompany-owned
            
            
            4
            
            
            2System-wide
                total
            
            
            1,331
            
            
            1,206


28
 Table
            of Contents




**MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS**





**Three
      months ended March 31, 2006 and 2005**





REVENUES





*Restaurant
      sales.* Restaurant sales increased by 10.6% to $984,399,000 during the first quarter
      of
      2006 compared with $890,041,000 in the same period in 2005. The increase in
      restaurant sales was primarily attributable to additional revenues of
      approximately $86,930,000 from the opening of new restaurants after March 31,
      2005, as well as increases in sales at existing restaurants. The following
      table
      includes additional information about changes in restaurant sales at domestic
      Company-owned restaurants for the three months ended March 31, 2006 and
      2005:




**THREE
                    MONTHS ENDED****MARCH
                    31,****2006**
                
                **2005**Average
                    restaurant unit volumes (weekly):Outback
                    Steakhouses
                
                $
                67,570
                
                $
                68,432Carrabba's
                    Italian Grills
                
                
                62,183
                
                
                62,529Bonefish
                    Grills
                
                
                62,708
                
                
                62,979Fleming's
                    Prime Steakhouse and Wine Bars
                
                
                93,239
                
                
                92,534Roy's
                
                
                82,478
                
                
                77,282Operating
                    weeks:Outback
                    Steakhouses
                
                
                8,615
                
                
                8,381Carrabba's
                    Italian Grills
                
                
                2,601
                
                
                2,204Bonefish
                    Grills
                
                
                1,170
                
                
                805Fleming's
                    Prime Steakhouse and Wine Bars
                
                
                510
                
                
                406Roy's
                
                
                261
                
                
                240Year
                    to year percentage change:Menu
                    price increases (1):Outback
                    Steakhouses
                
                
                0.6
                %
                
                4.1
                %Carrabba's
                    Italian Grills
                
                
                1.2
                %
                
                2.3
                %Bonefish
                    Grills
                
                
                2.2
                %
                
                2.3
                %Same-store
                    sales (stores open 18 months or more):Outback
                    Steakhouses
                
                
                -1.1
                %
                
                -0.5
                %Carrabba's
                    Italian Grills
                
                
                2.7
                %
                
                4.3
                %Bonefish
                    Grills
                
                
                2.1
                %
                
                0.3
                %Fleming's
                    Prime Steakhouse and Wine Bars
                
                
                7.0
                %
                
                10.7
                %Roy's
                
                
                4.6
                %
                
                3.4
                %
 __________________
 (1)
                Reflects
                    nominal amounts of menu price changes, prior to any change in
                    product mix
                    because of price increases, and may not reflect amounts effectively
                    paid
                    by the customer. Menu price increases are not provided for Fleming's
                    and
                    Roy's as a significant portion of their sales come from specials,
                    which
                    fluctuate daily.
 *Other
        revenues.* Other
        revenues, consisting primarily of initial franchise fees and royalties,
        increased by $545,000 to $5,626,000 in the first quarter of 2006 as compared
        with $5,081,000 in 2005. This
        increase primarily resulted from higher initial franchise fees and royalties
        from additional stores opened and operated as franchises during the first
        quarter of 2006 compared with the same period in 2005 and increased
        international royalties.


29
 Table
            of Contents




**MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS**





**Three
      months ended March 31, 2006 and 2005 (continued)**




COSTS
      AND EXPENSES




*Cost
        of sales.* Cost of
        sales, consisting of food and beverage costs, decreased 0.1% to 36.4% as
        a
        percentage of restaurant sales in the first quarter of 2006 compared with
        the
        same period in 2005. This decrease in cost of sales was attributable to an
        increase in the proportion of consolidated sales associated with our non-Outback
        Steakhouse restaurants that have lower cost of goods sold ratios than Outback
        Steakhouses. This decrease was partially offset by higher produce costs,
        particularly for onions, potatoes and tomatoes.
  *Labor
          and other related expenses* .
          Labor
          and other related expenses include all direct and indirect labor costs
          incurred
          in operations, including distribution expense to managing partners. Labor
          and
          other related expenses increased 1.9% as a percentage of restaurant sales
          to
          27.4% in the first quarter of 2006 compared with the same period in 2005.
          Of the
          increase, approximately 1.0% was attributable to conversion costs related
          to the
          implementation of the new Partner Equity Program and 0.4% resulted from
          ongoing
          costs from the Partner Equity Program, stock-based compensation expenses
          resulting from the implementation of a new accounting standard and restricted
          stock grants to managing partners. The total costs associated with
          implementation of the Partner Equity Program caused a corresponding $12,300,000
          increase in the “Partner deposit and accrued buyout liability” balance as of
          March 31, 2006 in our Unaudited Consolidated Balance Sheet. Additionally,
          declines in average unit volumes at Outback Steakhouse and increases in
          the
          proportion of new restaurant formats, which have higher average labor costs
          than
          domestic Outback Steakhouses and Carrabba's Italian Grills, increased labor
          and
          other related expenses as a percentage of restaurant sales compared to
          2005.


*Other
        restaurant operating expenses* .
        Other
        restaurant operating expenses include certain unit-level operating costs
        such as
        operating supplies, rent, repair and maintenance, advertising expenses,
        utilities, pre-opening costs and other occupancy costs. Substantial portions
        of
        these expenses are fixed or indirectly variable. These costs increased 1.8%
        to
        21.9% as a percentage of restaurant sales in the first quarter of 2006 compared
        with the same period in 2005. This
        increase resulted from higher utility costs, higher advertising costs at
        Carrabba’s Italian Grills and an increase in the proportion of new format
        restaurants and international Outback Steakhouses in operation, which have
        higher average restaurant operating expenses as a percentage of restaurant
        sales
        than domestic Outback Steakhouses and Carrabba's Italian Grills.


*Depreciation
      and amortization* .
      Depreciation and amortization costs increased 0.3% as a percentage of total
      revenues to 3.6% in the first quarter of 2006 compared to the same period in
      2005. Increased depreciation expense as a percentage of total revenues resulted
      from lower average unit volumes at domestic Outback Steakhouses during the
      quarter, the continued rollout of a new point of sale system to our Outback
      Steakhouse restaurants, remodeling of restaurants and higher depreciation costs
      for certain of our new restaurant formats, which have higher average
      construction costs than an Outback Steakhouse.




*General
        and administrative* .
        General
        and administrative costs increased by $4,281,000 to $54,122,000 in the first
        quarter of 2006 compared with $49,841,000 during the same period in 2005.
        This
        increase resulted from an increase in overall administrative costs associated
        with operating additional domestic and international Outback Steakhouses,
        Carrabba’s Italian Grills, Fleming’s Prime Steakhouses, Roy’s, Bonefish Grills
        and Cheeseburger in Paradise restaurants. Additionally, the increase resulted
        from $1,400,000 of compensation expense recognized for restricted stock benefits
        for certain members of senior management that was not recognized in the same
        period last year and $1,554,000 of stock options expensed as a result of
        the
        implementation of a new accounting standard. These ongoing costs were partially
        offset by a $1,800,000 decrease in costs resulting from a change in the timing
        of our annual managing partner conference. Also, during the three months
        ended
        March 31, 2006, we incurred $1,000,000 of expense from writing off investments
        in new Cheeseburger in Paradise restaurant development that was discontinued
        due
        to the anticipation that there would not be a favorable return on the investment
        and $885,000 of investigation costs for the possible violation of the Foreign
        Corrupt Practices Act in South Korea. These increases were offset by the
        reduction of $890,000 of carrying costs recognized in 2005 associated with
        the
        acquisition of designation rights from Chi-Chi’s in 2004 and $2,100,000 in
        compensation expense associated with our Chief Executive Officer recognized
        during the first quarter of 2005.




30
 Table
          of Contents


**MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS**





**Three
      months ended March 31, 2006 and 2005 (continued)**




*Provision
      for impaired assets and restaurant closing.* A
      provision of approximately $2,532,000 was recorded during the first quarter
      of
      2006 which included approximately $914,000 for an impairment charge for
      intangible and other asset impairments related to the pending sale of Paul
      Lee’s
      Chinese Kitchen and approximately $1,618,000 for the impairment of one Carrabba’s Italian Grill. A
      provision of approximately $776,000 was recorded during the first quarter of
      2005 for the closing of one domestic Outback Steakhouse.





*Income
      from operations of unconsolidated affiliates* .
      Income
      from operations of unconsolidated affiliates represents our portion of net
      income from restaurants operated as development joint ventures. Income from
      development joint ventures increased by $725,000 to income of $628,000 during
      the first quarter of 2006 compared with a loss of $97,000 during the same period
      in 2005. This increase was attributable to expenses resulting from the adoption
      of a buyout program for managing and area operating partners in certain Outback
      Steakhouses in our joint venture in Brazil during the first quarter of 2005,
      which did not recur in 2006.





*Income
      from operations* . Income
      from operations decreased by $27,983,000 to $55,686,000 in the first quarter
      of
      2006 compared with $83,669,000 in the same period in 2005 as a result of
      increases in revenues which were offset by the opening of new restaurants,
      conversion costs related to the implementation of the Partner Equity Program,
      stock-based compensation expenses resulting from the implementation of a new
      accounting standard and the changes in the relationships between revenues and
      expenses discussed above.





*Interest
      income* .
      Interest income was $557,000 during the first quarter of 2006 compared with
      $368,000 in the same period in 2005. Interest
      income increased due to higher interest rates on short-term investment balances
      during the first quarter of 2006 compared with the same period in 2005. Interest
      income for the quarters ended March 31, 2006 and 2005 included interest of
      approximately $386,000 and $245,000, respectively, from notes receivable held
      by
      a limited liability company owned by our California franchisee.





*Interest
      expense* .
      Interest expense was $2,371,000 during the first quarter of 2006 compared with
      $1,158,000 in the same period in 2005. The
      increase in interest expense was due to higher average debt balances and higher
      interest rates during the first quarter of 2006 compared with the first quarter
      of 2005. Interest
      expense for the quarters ended March 31, 2006 and 2005 included approximately
      $386,000 and $245,000, respectively, of expense from outstanding borrowings
      on
      the line of credit held by a limited liability company owned by our California
      franchisee.





*Provision
      for income taxes* .
      The
      provision for income taxes in the first quarter of both 2006 and 2005 reflects
      expected income taxes due at federal statutory rates and state income tax rates,
      net of the federal benefit. The effective income tax rate was 31.5% during
      the
      first quarter of 2006 and 33.6% during the first quarter of 2005. The decline
      in
      tax rate reflects an increase in earnings taxed at lower rates in
      foreign jurisdictions.




*Net
        income and earnings per share* .
        Net
        income for the first quarter of 2006 was $33,039,000 compared with $50,958,000
        in the same period in 2005. Basic earnings per share decreased to $0.45 during
        the first quarter of 2006 compared with $0.69 for the same period in 2005
        as a
        result of the decreas e
        in net
        income and an increase in basic weighted average shares outstanding of
        approximately 283,000 shares. Th e
        increase in basic weighted average shares outstanding for the quarter ended
        March 31, 2006 compared with March 31, 2005 was primarily due to the
        issuance of shares under stock option plans, partially offset by common stock
        repurchases.  Diluted
        earnings per share decreased to $0.43 during the first quarter of 2006 compared
        with $0.66 for the same period in 2005 as a resu lt
        of the
        decrease in net income and partially offset by the decrease in diluted weighted
        average shares outstanding of approximately 156,000 shares. The decrease
        in diluted weighted average shares outstanding was primarily due to the reduced
        number of dilutive options outstanding, partially offset by the increased
        number
        of basic shares outstanding for the quarter ended March 31, 2006 compared
        with
        March 31, 2005 .


31
 Table
            of Contents




**MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS**




**Liquidity
      and Capital Resources**





The
      following table presents a summary of our cash flows from operating, investing
      and financing activities for the periods indicated (in thousands):




**THREE
                  MONTHS ENDED****MARCH
                  31,****2006**
              
              **2005**Net
                  cash provided by operating activities
              
              $
              22,892
              
              $
              84,963Net
                  cash used in investing activities
              
              
              (88,148
              )
              
              (67,124
              )Net
                  cash provided by (used in) financing activities
              
              
              41,748
              
              
              (2,455
              )Net
                  (decrease) increase in cash and cash equivalents
              
              $
              (23,508
              )
              $
              15,384


We
      require capital principally for the development of new restaurants, remodeling
      older restaurants and investments in technology, and on occasion also use
      capital for acquisitions of franchisees and joint venture partners. We also
      require capital to pay dividends to common stockholders (refer to additional
      discussion in the Dividends section of Management’s Discussion and Analysis of
      Financial Condition and Results of Operations). We also utilize capital to
      repurchase our common stock as part of an ongoing share repurchase program.
      Capital expenditures totaled approximately $327,862,000 for the year ended
      December 31, 2005 and approximately $85,769,000and $64,796,000 during the first three months of 2006 and 2005,
      respectively. We either lease our restaurants under operating leases for periods
      ranging from five to 30 years (including renewal periods) or build free-standing
      restaurants where it is cost effective.





If
      demand
      for our products and services were to decrease as a result of increased
      competition, changing consumer tastes, changes in local, regional, national
      and
      international economic conditions or changes in the level of consumer acceptance
      of our restaurant brands, our restaurant sales could decline significantly.
      The
      following table sets forth approximate amounts by which cash provided by
      operating activities may decline in the event of a decline in restaurant sales
      of 5%, 10% and 15% compared with total revenues for the year ended December
      31,
      2005 (in thousands):





**5%**
            
            **10%**
            
            **15%**Decrease
                in restaurant sales
            
            $
            (178,991
            )
            $
            (357,982
            )
            $
            (536,973
            )Decrease
                in cash provided by operating activities
            
            
            (33,740
            )
            
            (67,479
            )
            
            (101,219
            )





The
      estimates above are based on the assumption that cash provided by operating
      activities decreases approximately $0.19 for every $1.00 decrease in restaurant
      sales. These numbers are estimates only and do not consider other measures
      we
      could implement were such decreases in revenue to occur.


32
 Table
            of Contents




**MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS**





**Liquidity
      and Capital Resources (continued)**




On
      October 11, 2005 we executed a sale agreement for certain land in Las Vegas,
      Nevada where a Company-owned Outback Steakhouse is currently operated. Pursuant
      to the agreement if the sale proceeds after the inspection and title and survey
      contingency periods, we will receive $8,800,000 on the closing date of the
      sale,
      which will be on or before March 31, 2008, and will be provided space in a
      new
      development to operate an Outback Steakhouse. The purchaser will pay us an
      additional $5,000,000 if plans for the new restaurant are not agreed upon prior
      to the closing date.





On
      October 26, 2005, our Board of Directors approved up to $24,000,000 to be used
      for the purchase and development of 46 acres in Tampa, Florida. This purchase
      closed in December 2005. We
      intend to sell approximately 42 acres of this property and keep three sites
      for
      restaurant development.




In
        the
        first quarter of 2006, we implemented changes to our general manager partner
        program that are effective for all new general manager partner employment
        agreements signed after March 1, 2006. Additionally, all managing partners
        currently under contract were given an opportunity to elect participation
        in the
        new plan. Upon completion of each five-year term of employment, the managing
        partner will participate in a deferred compensation program in lieu of receiving
        stock options under the historical plan. We will require the use of capital
        to
        fund this new Partner Equity Plan as each general managing partner earns
        a
        contribution and currently estimate funding requirements ranging from
        $20,000,000 to $25,000,000 in each of the first two years of the plan. Future
        funding requirements could vary significantly depending on timing of managing
        partner contracts, forfeiture rates and numbers of partner participants and
        may
        differ materially from estimates.




On
        May 9,
        2006, we received $6,000,000 in escrow related to an Outback Steakhouse lease
        termination agreement, which was entered into in January 2005. In accordance
        with the terms of this agreement, we will vacate the premises currently occupied
        by a Company-owned Outback Steakhouse by June 8, 2006. We will record a gain
        upon disposal of this restaurant, which will be recorded when the cash is
        received by us, and we have fulfilled our obligations under the
        agreement.


CREDIT
      FACILITIES





Effective March
      10,
      2006, we amended an uncollateralized $150,000,000 revolving credit facility
      that
      was scheduled to mature in June 2007 with a new $225,000,000 maximum borrowing
      amount and maturity date of June 2011. The amended line of credit permits
      borrowing at interest rates ranging from 45 to 65 basis points over the 30,
      60,
      90 or 180-day LIBOR (ranging from 4.83% to 5.11% at March 31, 2006). At March
      31, 2006, the unused portion of the line of credit was $121,000,000.





The
      credit agreement contains certain restrictions and conditions as defined in
      the
      agreement that require us to maintain consolidated net worth equal to or greater
      than consolidated total debt and to maintain a ratio of total consolidated
      debt
      to EBITDAR (earnings before interest, taxes, depreciation, amortization and
      rent) equal to or less than 3.0 to 1.0. At March 31, 2006, we were in compliance
      with these debt covenants.




Effective
        March 10, 2006, w e
        also
        amended a $30,000,000 line of
        credit that was scheduled to mature in June 2007 with a new $40,000,000 maximum
        borrowing amount and maturity date of June 2011. The amended line permits
        borrowing at interest rates ranging from 45 to 65 basis points over LIBOR
        for
        loan draws and 55 to 80 basis points over LIBOR for letter of credit advances.
        The credit agreement contains certain restrictions and conditions as defined
        in
        the agreement. At March 31, 2006, the outstanding balance on the line of
        credit
        was $14,000,000. There were no draws outstanding on this line of credit as
        of
        December 31, 2005. At March 31, 2006 and December 31, 2005, $25,072,000 and
        $20,072,000, respectively, of the line of credit was committed for the issuance
        of letters of credit as required by insurance companies that underwrite our
        workers’ compensation insurance and also, where required, for construction of
        new restaurants.
 33
 Table
              of Contents


**MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS**





**Liquidity
      and Capital Resources (continued)**





CREDIT
      FACILITIES (continued)




As
        of
        March 31, 2006, we had approximately $7,739,000 of notes payable at interest
        rates ranging from 2.07% to 7.00%. These notes have been primarily issued
        for
        buyouts of general manager interests in the cash flows of their restaurants
        and
        generally are payable over five years.




We
      have
      notes payable with banks bearing interest at rates ranging from 4.95% to 6.12%
      and from 4.95% to 6.06% at March 31, 2006 and December 31, 2005, respectively,
      to finance development of our restaurants in South Korea. The notes are
      denominated and payable in Korean won, with outstanding balances as of March
      31,
      2006 maturing at dates ranging from May 2006 to February 2007. As of March
      31,
      2006 and December 31, 2005, the outstanding balance was approximately
      $48,937,000 and $46,670,000, respectively. Certain of the notes payable are
      collateralized by lease and other deposits. At March 31, 2006 and December
      31,
      2005, collateralized notes totaled approximately $38,433,000 and $34,326,000,
      respectively. We have been pre-approved by these banks for additional borrowings
      of approximately $5,061,000 and $4,826,000 at March 31, 2006 and December 31,
      2005, respectively.





We
      have
      notes payable with banks to finance the development of our restaurants in Japan
      (“Outback Japan”). The notes are payable to banks, collateralized by letters of
      credit and lease deposits of approximately $3,100,000 at March 31, 2006 and
      December 31, 2005, and bear interest at rates ranging from 0.80% to 0.86% and
      at
      0.86% at March 31, 2006 and December 31, 2005, respectively. The notes are
      denominated and payable in Japanese yen, with outstanding balances as of March
      31, 2006 maturing in September 2006. As of March 31, 2006 and December 31,
      2005,
      outstanding balances totaled approximately $5,512,000 and $5,085,000,
      respectively.





In
      October 2003, Outback Japan established a revolving line of credit to finance
      the development of new restaurants in Japan and refinance certain notes payable.
      The line permits borrowing up to a maximu m
      of
      $10,000,000. Effective March 10, 2006, this revolving credit facility that
      was
      scheduled to mature in June 2007 was amended with a new maturity date in June
      2011. The amended line of credit permits borrowing at interest rates ranging
      from 45 to 65 basis points over LIBOR. As of March 31, 2006 and December 31,
      2005, Outback Japan had borrowed approximately $9,121,000 and $9,043,000,
      respectively, on th e
      line of
      credit at an average interest rate of 0.71%, with draws as of March 31, 2006
      maturing from June 2006 to August 2006. The revolving line of credit contains
      certain restrictions and conditions as defined in the agreement. As of March
      31,
      2006, we were in compliance with all of the debt covenants.




In
        February 2004, Outback Japan established an additional revolving line of
        credit
        to finance the development of new restaurants in Japan and to refinance certain
        notes payable. The line permits borrowing up to a maximum of $10,000,000
        with
        interest of LIBOR divided by a percentage equal to 1.00 minus the Eurocurrency
        Reserve Percentage. The line matures in December 2006. As of March 31, 2006
        and
        December 31, 2005, Outback Japan had borrowed approximately $5,085,000 and
        $5,593,000, respectively, on the line of credit at an average interest rate
        of
        0.77%, with draws as of March 31, 2006 maturing in May 2006. The revolving
        line
        of credit contains certain restrictions and conditions as defined in the
        agreement. As of March 31, 2006, we were in compliance with all of the debt
        covenants.
 
 In
        August
        2005, we entered into a sale-leaseback arrangement for five of our properties.
        Pursuant to this arrangement, we sold these properties for a total of
        $6,250,000, including $1,250,000 for tenant improvements. We then leased
        the
        sites back for a 30-year term and will make lease payments on the first day
        of
        each calendar month. Since this transaction does not qualify for sale-leaseback
        accounting treatment, we have recorded the proceeds in our Unaudited
        Consolidated Balance Sheets as long-term debt.


34
 Table
          of Contents




**MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS**





**Liquidity
      and Capital Resources (continued)**





CREDIT
      FACILITIES (continued)




We
      are
      the guarantor of an uncollateralized line of credit that permits borrowing
      of up
      to $35,000,000 for a limited liability company, T-Bird Nevada, LLC (“T-Bird”),
      owned by a California franchisee. This line of credit bears interest at rates
      ranging from 50 to 90 basis points over LIBOR and matures in December 2008.
      We
      were required to consolidate T-Bird effective January 1, 2004 upon adoption
      of
      FIN 46R. At March 31, 2006 and December 31, 2005, the outstanding balance on
      the
      line of credit was approximately $31,283,000, and is included in our Unaudited
      Consolidated Balance Sheets as long-term debt.  T-Bird
      uses proceeds from the line of credit for the purchase of real estate and
      construction of buildings to be operated as Outback Steakhouse restaurants
      and
      leased to our franchisees. According to the terms of the line of credit, T-Bird
      may borrow, repay, re-borrow or prepay advances at any time before the
      termination date of the agreement.




If
      a
      default under the line of credit were to occur requiring us to perform under
      the
      guarantee obligation, we have the right to call into default all of our
      franchise agreements in California and exercise any rights and remedies under
      those agreements as well as the right to recourse under loans T-Bird has made
      to
      individual corporations in California which own the land and/or building that
      is
      leased to those franchise locations. Events of default are defined in the line
      of credit agreement and include our covenant commitments under existing lines
      of
      credit. We are not the primary obligor on the line of credit and we are not
      aware of any non-compliance with the underlying terms of the line of credit
      agreement that would result in us having to perform in accordance with the
      terms
      of the guarantee.





We
      expect
      that our capital requirements through the end of 2006 will be met by cash flows
      from operations and, to the extent needed, advances on our lines of
      credit.




Our
        primary source of credit is our uncollateralized revolving line of credit
        that
        permits borrowing up to $225,000,000. Based upon provisions of the line of
        credit agreement and operating data and outstanding borrowings as of and
        through
        March 31, 2006, the margin over LIBOR rates charged to us on future amounts
        drawn under the line will increase by 0.125% unless: (i) outstanding debt
        balances decrease by more than $11,200,000; or (ii) earnings before interest,
        taxes, depreciation, amortization and rent increase more than 1.2%. Furthermore,
        the margin over LIBOR rates charged to us on future amounts drawn under the
        line
        would increase by an additional 0.125% if: (i) outstanding debt balances
        increased by more than $216,000,000; or (ii) earnings before interest, taxes,
        depreciation, amortization and rent decreased more than 19.0%. In addition,
        based upon provisions of the line of credit agreement, availability of funds
        under the uncollateralized revolving line of credit would not be affected
        unless: (i) outstanding debt balances increased by more than $310,600,000;
        (ii)
        earnings before interest, taxes, depreciation, amortization and rent decreased
        more than 32.5%; or (iii) our net worth decreased approximately
        25.2%.


35
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          of Contents


**MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS**





**Liquidity
      and Capital Resources (continued)**





DEBT
      GUARANTEES





We
      are
      the guarantor of an uncollateralized line of credit that permits borrowing
      of up
      to a maximum of $24,500,000 for our joint venture partner, RY-8, Inc. (“RY-8”),
      in the development of Roy's restaurants. The line of credit originally expired
      in December 2004 and was renewed twice with a new termination date in June
      2011.
      According to the terms of the credit agreement, RY-8 may borrow, repay,
      re-borrow or prepay advances at any time before the termination date of the
      agreement. On the termination date of the agreement, the entire outstanding
      principal amount of the loan then outstanding and any accrued interest is due.
      At March 31, 2006, the outstanding balance on the line of credit was
      approximately $23,233,000.





RY-8’s
      obligations under the line of credit are unconditionally guaranteed by us and
      Roy’s Holdings, Inc. (“RHI”). If an event of default occurs (as defined in the
      agreement, and including our covenant commitments under existing lines of
      credit), then the total outstanding balance, including any accrued interest,
      is
      immediately due from the guarantors.





If
      an
      event of default occurs and RY-8 is unable to pay the outstanding balance owed,
      we would, as guarantor, be liable for this balance. However, in conjunction
      with
      the credit agreement, RY-8 and RHI have entered into an Indemnity Agreement
      and
      a Pledge of Interest and Security Agreement in favor of OSI Restaurant Partners,
      Inc. These agreements provide that if we are required to perform our obligation
      as guarantor pursuant to the credit agreement, then RY-8 and RHI will indemnify
      us against all losses, claims, damages or liabilities which arise out of or
      are
      based upon our guarantee of the credit agreement. RY-8’s and RHI’s obligations
      under these agreements are collateralized by a first priority lien upon and
      a
      continuing security interest in any and all of RY-8’s interests in the joint
      venture.





We
      are
      the guarantor of up to $9,445,000 of a $68,000,000 note for an unconsolidated
      affiliate, Kentucky Speedway, in which we have a 22.5% equity interest and
      for
      which we operate catering and concession facilities. Our investment is included
      in the line item entitled “Investments In and Advances to Unconsolidated
      Affiliates, Net” in our Unaudited Consolidated Balance Sheets.  At
      March
      31, 2006, the outstanding balance on the note and our guarantee on the note
      were
      approximately $63,300,000 and $9,445,000, respectively. Since the
      existing note has a put feature that allows the lender to require full payment
      of the note as of or after December 31, 2005, we could be responsible for our
      guarantee at any time if Kentucky speedway is unable to make its payment on
      the
      note.  This
      affiliate has not yet reached its operating break-even point. Accordingly,
      we
      have made five
      a dditional
      working capital contributions and a loan to this affiliate, in payments totaling $3,636,000 since
      2001. Of this amount, nothing was loaned or contributed during the first quarter
      of 2006 and $1,392,000 was loaned in 2005. In addition, based on current
      operating performance, we anticipate making additional contributions in 2006
      of
      approximately $1,500,000 to $2,000,000. This affiliate is expected to incur
      further operating losses at least through 2006.





We
      are
      not aware of any non-compliance with the underlying terms of the borrowing
      agreements for which we provide a guarantee that would result in us having
      to
      perform in accordance with the terms of the guarantee.


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            of Contents




**MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS**





**Liquidity
      and Capital Resources (continued)**





SHARE
      REPURCHASE





On
      July
      26, 2000, our Board of Directors authorized the repurchase of up to 4,000,000
      shares of our common stock, with the timing, price, quantity and manner of
      the
      purchases to be made at the discretion of management, depending upon market
      conditions. In addition, the Board of Directors authorized the repurchase of
      shares on a regular basis to offset shares issued as a result of stock option
      exercises. On July 23, 2003, our Board of Directors extended both the repurchase
      authorization for an additional 2,500,000 shares of our common stock, and the
      authorization to offset shares issued as a result of stock option exercises.
      We
      will fund the repurchase program with available cash and bank credit facilities.
      On February 13, 2006, our Board of Directors authorized the repurchase of an
      additional 1,500,000 shares and authorized the continued repurchase of shares
      on
      a regular basis to offset shares issued as a result of stock option exercises
      and as restricted shares vest and become dilutive. During the period from the
      authorization date through March 31, 2006, approximately 9,384,000 shares of
      our
      common stock have been issued as the result of stock option exercises. As of
      March 31, 2006, under these authorizations we have repurchased approximately
      14,260,000 shares of our common stock for approximately $504,197,000.





DIVIDENDS





Our
      Board
      of Directors authorized the following dividends during 2005 and
      2006:





**Declaration**
            ****
            **Record**
            ****
            **Payable**
            ****
            ****
            **Amount
                per Share****Date**
            ****
            **Date**
            ****
            **Date**
            ****
            ****
            **of
                Common Stock**January
                26, 2005
            
            February
                18, 2005
            
            March
                4, 2005
            
            
            
            0.13April
                27, 2005
            
            May
                20, 2005
            
            June
                3, 2005
            
            
            
            0.13July
                27, 2005
            
            August
                19, 2005
            
            September
                2, 2005
            
            
            
            0.13October
                26, 2005
            
            November
                18, 2005
            
            December
                2, 2005
            
            
            
            0.13January
                24, 2006
            
            February
                17, 2006
            
            March
                3, 2006
            
            
            
            0.13April
                25, 2006
            
            May
                19, 2006
            
            June
                2, 2006
            
            
            
            0.13





At
      the
      current dividend rate, the annual dividend payment is expected to be
      between $38,000,000 and $42,000,000 depending
      on the shares outstanding during the respective quarters. We intend to pay
      dividends with cash flow from operations.


37
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          of Contents




**MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS**




**Cautionary
      Statement**





As
      noted
      above, our actual results could differ materially from those stated or implied
      in the forward-looking statements included in the discussion of future operating
      results and expansion strategy and elsewhere in this report as a result, among
      other things, of the following:





(i)
            
            The
                restaurant industry is a highly competitive industry with many
                well-established competitors;(ii)
            
            Our
                results can be impacted by changes in consumer tastes and the level
                of
                consumer acceptance of our restaurant concepts (including consumer
                tolerance of price increases); local, regional, national and international
                economic conditions; the seasonality of our business; demographic
                trends;
                traffic patterns; change in consumer dietary habits; employee
                availability; the cost of advertising and media; government actions
                and
                policies; inflation; and increases in various costs, including
                construction and real estate costs;(iii)
            
            Our
                results can be affected by consumer perception of food
                safety;(iv)
            
            Our
                ability to expand is dependent upon various factors such as the
                availability of attractive sites for new restaurants; ability to
                obtain
                appropriate real estate sites at acceptable prices; ability to obtain
                all
                required governmental permits including zoning approvals and liquor
                licenses on a timely basis; impact of government moratoriums or approval
                processes, which could result in significant delays; ability to obtain
                all
                necessary contractors and subcontractors; union activities such as
                picketing and hand billing that could delay construction; the ability
                to
                generate or borrow funds; the ability to negotiate suitable lease
                terms;
                the ability to recruit and train skilled management and restaurant
                employees; and the ability to receive the premises from the landlord’s
                developer without any delays;(v)
            
            Price
                and availability of commodities, including but not limited to, such
                items
                as beef, chicken, shrimp, pork, seafood, dairy, potatoes, onions
                and
                energy supplies, which are subject to fluctuation and could increase
                or
                decrease more than we expect; and/or(vi)
            
            Weather
                and acts of God could result in construction delays and also adversely
                affect the results of one or more restaurants for an indeterminate
                amount
                of time.


38
 Table
            of Contents




**OSI
      Restaurant Partners, Inc.**


**QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**





**Item
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK**





We
      are
      exposed to market risk from changes in interest rates on debt, changes in
      foreign currency exchange rates and changes in commodity prices.





Our
      exposure to interest rate fluctuations is limited to our outstanding bank debt.
      At March 31, 2006, outstanding borrowings under our revolving lines of credit
      bear interest at 45 to 65 basis points over the 30, 60, 90 or 180-day London
      Interbank Offered Rate. The weighted average effective interest rate on the
      $118,000,000 outstanding balance under these lines at March 31, 2006 was 5.44%.
      At March 31, 2006, outstanding borrowings under our Japanese lines of credit
      bear interest at either 45 to 65 basis points over LIBOR or LIBOR divided by
      a
      percentage equal to 1.00 minus the Eurocurrency Reserve Percentage. The weighted
      average effective interest rate on the approximately $14,206,000 outstanding
      balance at March 31, 2006 was 0.73%. Notes payable of approximately $5,512,000
      to Japanese banks bear interest at rates ranging from 0.80% to 0.86%. Notes
      payable of approximately $48,937,000 to South Korean banks bear interest at
      rates ranging from 4.95% to 6.12% at March 31, 2006.





At
      March
      31, 2006 and December 31, 2005, our total debt, including consolidated
      guaranteed debt, was approximately $231,927,000 and $185,348,000, respectively.
      Should interest rates based on our average borrowings of approximately
      $208,600,000 through March 31, 2006 increase by one percentage point, our
      estimated annual interest expense would increase by approximately $2,086,000
      over amounts reported for the year ended December 31, 2005.





Our
      exposure to foreign currency exchange fluctuations relates primarily to our
      direct investment in restaurants in South Korea, Hong Kong, Japan, the
      Philippines and Brazil, our outstanding debt to Japanese and South Korean banks
      of approximately $19,718,000 and $48,937,000, respectively, at March 31, 2006
      and to our royalties from international franchisees. We do not use financial
      instruments to hedge foreign currency exchange rate changes. Our investments
      in
      these countries totaled approximately $35,877,000 and $24,802,000 as of March
      31, 2006 and December 31, 2005, respectively.





Many
      of
      the ingredients used in the products sold in our restaurants are commodities
      that are subject to unpredictable price volatility.  Although we attempt to
      minimize the effect of price volatility by negotiating fixed price contracts
      for
      the supply of key ingredients, there are no established fixed price markets
      for
      certain commodities such as produce and wild fish, and we are subject to
      prevailing market conditions when purchasing those types of commodities. Other
      commodities are purchased based upon negotiated price ranges established with
      vendors with reference to the fluctuating market prices. The related agreements
      may contain contractual features that limit the price paid by establishing
      certain price floors and caps. We do not use financial instruments to hedge
      commodity prices because these purchase arrangements help control the ultimate
      cost paid.  Extreme changes in commodity prices and/or long-term changes
      could affect our financial results adversely, although any changes in commodity
      prices would affect our competitors at about the same time as us.  We
      expect that in most cases increased commodity prices could be passed through
      to
      our consumers via increases in menu prices.  However, if there is a time
      lag between the increasing commodity prices and our ability to increase menu
      prices or, if we believe the commodity price increase to be short in duration
      and we choose not to pass on the cost increases, our short-term financial
      results could be negatively affected. Additionally, from time to time,
      competitive circumstances could limit menu price flexibility, and in those
      cases
      margins would be negatively impacted by increased commodity prices.





In
      addition to the market risks identified above and to the risks discussed in
      “Management’s Discussion and Analysis of Financial Condition and Results of
      Operations,” we are subject to business risk as our beef supply is highly
      dependent upon five vendors. We currently purchase approximately 65% of our
      beef
      from two beef suppliers. If these vendors were unable to fulfill their
      obligations under their contracts, we would encounter supply shortages and
      incur
      higher costs to secure adequate supplies.





This
      market risk discussion contains forward-looking statements. Actual results
      may
      differ materially from the discussion based upon general market conditions
      and
      changes in domestic and global financial markets.


39
 Table
          of Contents


**OSI
      Restaurant Partners, Inc.**


**CONTROLS
      AND PROCEDURES**





**Item
      4. CONTROLS AND PROCEDURES**





**Evaluation
      of Disclosure Controls and Procedures**





We
      have
      established and maintain disclosure controls and procedures that are designed
      to
      ensure that material information relating to the Company and our subsidiaries
      required to be disclosed by us in the reports that we file or submit under
      the
      Securities Exchange Act of 1934 is recorded, processed, summarized and reported
      within the time periods specified in the SEC’s rules and forms, and that such
      information is accumulated and communicated to our management, including our
      Chief Executive Officer and Chief
      Financial Officer ,
      as
      appropriate to allow timely decisions regarding required disclosure. We carried
      out an evaluation, under the supervision and with the participation of our
      management, including our Chief Executive Officer and Chief
      Financial Officer ,
      of the
      effectiveness of the design and operation of our disclosure controls and
      procedures as of the end of the period covered by this report. Based on that
      evaluation, the Chief Executive Officer and Chief
      Financial Officer concluded that our disclosure controls and procedures were effective as of
      the
      date of such evaluation.





**Changes
      in Internal Control over Financial Reporting**





There
      have been no changes in our internal control over financial reporting during
      our
      most recent quarter ended March 31, 2006 that have materially affected, or
      are
      reasonably likely to affect, our internal control over financial
      reporting.




40
 Table
            of Contents




**OSI
      Restaurant Partners, Inc.**


**PART
      II: OTHER INFORMATION**





**Item
      1. Legal Proceedings**





We
      are
      subject to legal proceedings, claims and liabilities, such as liquor liability,
      sexual harassment and slip and fall cases, etc., which arise in the ordinary
      course of business and are generally covered by insurance. In the opinion of
      management, the amount of the ultimate liability with respect to those actions
      will not have a materially adverse impact on our financial position or results
      of operations and cash flows.





We
      filed
      a report on Form 8-K with the Securities and Exchange Commission dated June
      27,
      2003 regarding the jury verdict in a civil suit against us. On June 26, 2003,
      in
      a civil case against us in the Delaware Circuit Court, County of Delaware,
      State
      of Indiana, titled *David
      D. Markley and Lisa K. Markley, Plaintiffs, vs. Outback Steakhouse of Florida,
      Inc., et. al, Defendants* ,
      alleging liability under the “dramshop” liquor liability statute, a jury
      returned a verdict in favor of the two plaintiffs who were injured by a drunk
      driver. The portion of the verdict against us was $39,000,000. We appealed
      the
      verdict to the Indiana Court of Appeals.  On July 25, 2005, the Court of
      Appeals affirmed the verdict of the trial courts.  We petitioned the Court
      of Appeals for rehearing and rehearing was denied. We filed a petition for
      transfer with the Indiana Supreme Court. On February 21, 2006, the Indiana
      Supreme Court granted transfer. That ruling means the Supreme Court has vacated
      the Court of Appeals’ decision and has accepted the case for review.  As
      of the
      date of this filing, the Indiana Supreme Courthas
      heard
      oral argument on the case, but has not rendered
      any
      decision on the merits of the case nor indicated when or how it might
      rule.





We
      have
      insurance coverage related to this case provided by our primary carrier for
      $21,000,000 and by an excess in surance
      carrier for the balance of the verdict of approximately $19,000,000. The excess
      insurance carrier, Fireman’s Fund Insurance Company, has filed a declaratory
      judgment suit in the U.S. District Court, Southern District of Indiana claiming
      it was not notified of the case and is therefore not liable for its portion
      of
      the verdict. We do not believe the excess carrier’s case has any merit and we
      are vigorously defending this case. Activity in this case has been held in
      abeyance pending resolution of appeals in the Markley case. We have filed
      counter-claims against the excess carrier and cross-claims against the primary
      carrier and our third-party administrator. Our third-party administrator,
      Wachovia Insurance Services, Inc., has executed an indemnification agreement
      indemnifying us against any liability resulting from the alleged failure to
      give
      notice to Fireman’s Fund Insurance Company.


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 Table
            of Contents




**OSI
      Restaurant Partners, Inc.**


**PART
      II: OTHER INFORMATION**





**Item
      1A. Risk Factors**





In
      addition to the other information discussed in this report, please consider
      the
      factors described in Part I, Item 1A., “Risk Factors” in our 2005 10-K which
      could materially affect our business, financial condition or future results.
      There have not been any significant changes with respect to the risks described
      in our 2005 10-K, but these are not the only risks facing our Company.
      Additional risks and uncertainties not currently known to us or that we
      currently deem to be immaterial also may adversely affect our business,
      financial condition or operating results.





**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds**




(a)
      Following is information relating to the shares of common stock issued by us
      in
      transactions not registered under the Securities Act of 1933:




During
      the quarter ended March 31, 2006, we issued approximately 67,400 shares of
      our
      common stock at $40.82 per share to ten of our area operating partners for
      their
      interests in nine Outback Steakhouses, one Carrabba’s Italian Grill, two
      Fleming’s Prime Steakhouse and Wine Bars and two Roy’s. The aggregate value of
      shares issued was approximately $2,751,000. This
      issuance of securities was exempt from the registration requirements of the
      Securities Act of 1933 in reliance on Section 4(2) of the Securities Act as
      a
      transaction by an issuer not involving a public offering.





(c)
      Issuer Purchases of Equity Securities





The
      following table includes information with respect to purchases of our common
      stock made by us during the quarter ended March 31, 2006:




**Period**
              
              **(a)
                  Total number of shares purchased (1)**
              
              **(b)
                  Average price paid per share**
              
              **(c)
                  Total number of shares purchased as part of publicly announced
                  programs
                  (1)**
              
              **(d)
                  Maximum number of shares that may yet be purchased under the programs
                  (2)**January
                  1, 2006 - January 31, 2006
              
              
              64,000
              
              $
              43.58
              
              
              64,000
              
              
              1,319,000February
                  1, 2006 - February 28, 2006
              
              
              -
              
              
              -
              
              
              -
              
              
              2,966,000March
                  1, 2006 - March 31, 2006
              
              
              200,000
              
              
              43.93
              
              
              200,000
              
              
              3,124,000Total
              
              
              264,000
              
              
              
              
              
              264,000
              
              
              3,124,000
 ____________


(1)
            No
                shares were repurchased other than through our publicly announced
                repurchase programs and authorizations during the first quarter ended
                March 31, 2006.


(2)
            On
                July 26, 2000, our Board of Directors authorized the repurchase of
                up to
                4,000,000 shares of our common stock, with the timing, price, quantity
                and
                manner of the purchases to be made at the discretion of management,
                depending upon market conditions. In addition, the Board of Directors
                authorized the repurchase of shares on a regular basis to offset
                shares
                issued as a result of stock option exercises. On July 23, 2003, our
                Board
                of Directors extended both the repurchase authorization for an additional
                2,500,000 shares of our common stock, and the authorization to offset
                shares issued as a result of stock option exercises. On February
                13, 2006,
                our Board of Directors authorized the repurchase of an additional
                1,500,000 shares and authorized the continued repurchase of shares
                on a
                regular basis to offset shares issued as a result of stock option
                exercises and as restricted shares vest and become dilutive. During
                the
                period from the authorization date through March 31, 2006, approximately
                9,384,000 shares of our common stock have been issued as the result
                of
                stock option exercises. As of March 31, 2006, under these authorizations
                we have repurchased approximately 14,260,000 shares of our common
                stock
                for approximately $504,197,000.


42
 Table
            of Contents




**OSI
      Restaurant Partners, Inc.**


**PART
      II: OTHER INFORMATION**





**Item
      6. Exhibits**





**Number**
            
            **Description**3.01
            
            Certificate
                of Amendment of Certificate of Incorporation of Outback Steakhouse,
                Inc.,
                April 25, 2006 (filed herewith)10.01*
            
            Outback
                Steakhouse, Inc. Partner Equity Plan, Partner Equity Deferred Compensation
                Diversified Plan Document (included as an exhibit to Registrant’s
                Registration Statement on Form S-8, No. 333-132514, and incorporated
                herein by reference)10.02*
            
            Outback
                Steakhouse, Inc. Partner Equity Plan, Partner Equity Deferred Compensation
                Stock Plan Document (included as an exhibit to Registrant’s Registration
                Statement on Form S-8, No. 333-132514, and incorporated herein by
                reference)31.1
            
            Certification
                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 200231.2
            
            Certification
                of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 200232.1
            
            Certification
                of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002132.2
            
            Certification
                of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 20021





*
      Management contract or compensatory plan or arrangement required to be filed
      as
      an exhibit.





1 These
      certifications are not deemed to be “filed” for purposes of Section 18 of the
      Exchange Act, or otherwise subject to the liability of that section. These
      certifications will not be deemed to be incorporated by reference into any
      filing under the Securities Act or the Exchange Act, except to the extent that
      the registrant specifically incorporates them by reference.





The
      registrant hereby undertakes to furnish supplementally a copy of any omitted
      schedule or other attachment to the Securities and Exchange Commission upon
      request.


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 Table
            of Contents




**SIGNATURE**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, the Registrant
      has
      duly caused this report to be signed on its behalf of the undersigned thereunto
      duly authorized.











Date:
                May 10, 2006
            
            OSI
                RESTAURANT PARTNERS, INC.By:/s/
                Dirk A.
                MontgomeryDirk
                A. Montgomery
              Senior
                Vice President and Chief Financial Officer
              (Principal
                Financial and Accounting Officer)











44