<TABLE>
             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, 2002
                                    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


                        OUTBACK STEAKHOUSE, INC.(R)
          (Exact name of registrant as specified in its charter)

                              _______________

         DELAWARE                  59-3061413
      (State or other            (IRS Employer
      jurisdiction of         Identification No.)
     incorporation or
       organization)

   2202 NORTH WEST SHORE BOULEVARD, 5TH         33607
          FLOOR, TAMPA, FLORIDA             (Zip Code)
(Address of principal executive offices)

                              (813) 282-1225
       -------------------------------------------------------------
           (Registrant's telephone number, including area code)

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 ____

Indicate  the number of shares outstanding of each of the issuer's  classes
of  common  stock, as of the latest practicable date. As of  May  9,  2002,
there  were approximately 77,216,000 shares of Common Stock, $.01 par value
outstanding.

                                  1 of 25
                        OUTBACK STEAKHOUSE, INC.(R)

                      PART I:  FINANCIAL INFORMATION


Item 1.  Financial Statements

     The accompanying unaudited consolidated financial statements have been
prepared  by  Outback  Steakhouse, Inc.(R) and Affiliates  (the  "Company")
pursuant  to  the  rules  and regulations of the  Securities  and  Exchange
Commission.  Accordingly, they do not include all of  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.






























                                  2 of 25
                        OUTBACK STEAKHOUSE, INC.(R)
                        CONSOLIDATED BALANCE SHEETS
                              (in thousands)
                                      March 31,  December 31,
                                         2002        2001
ASSETS                                (unaudited)
CURRENT ASSETS                         ---------   --------
  Cash and cash equivalents...........  $105,355   $115,928
  Short term investments..............    20,403     20,310
  Inventories.........................    36,101     38,775
  Other current assets................    20,342     31,347
                                       ---------   --------
  Total current assets................   182,201    206,360
PROPERTY, FIXTURES AND EQUIPMENT, NET.   841,620    813,065
INVESTMENTS IN AND ADVANCES TO
  UNCONSOLIDATED AFFILIATES, NET......    53,800     46,485
OTHER ASSETS..........................   168,743    171,838
                                       ---------   --------
                                      $1,246,364 $1,237,748
                                      ========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Accounts payable....................   $34,741    $47,179
  Sales taxes payable.................    14,058     13,096
  Accrued expenses....................    62,847     56,587
  Unearned revenue....................    23,797     60,135
  Income taxes payable................    11,393
  Current portion of long-term debt...    12,572     12,763
                                       ---------   --------
  Total current liabilities...........   159,408    189,760
DEFERRED INCOME TAXES.................    23,577     22,878
LONG-TERM DEBT........................    14,253     13,830
OTHER LONG-TERM LIABILITIES...........    24,500     24,500
                                       ---------   --------
  Total liabilities...................   221,738    250,968
INTEREST OF MINORITY PARTNERS IN       ---------   --------
  CONSOLIDATED PARTNERSHIPS...........    45,827     44,936
                                       ---------   --------
STOCKHOLDERS' EQUITY
  Common stock, $0.01 par value, 200,000
  shares authorized; 78,554 and 78,554
  shares issued; and 76,964 and 76,913
  outstanding as of March 31, 2002 and
  December 31, 2001, respectively.....       786        786
  Additional paid-in capital..........   224,757    220,648
  Retained earnings...................   799,882    762,414
                                       ---------   --------
                                       1,025,425    983,848
  Less treasury stock, 1,590 shares
  and 1,641 shares at March 31, 2002
  and December 31, 2001,
  respectively, at cost...............   (46,626)   (42,004)
                                       ---------   --------
  Total stockholders' equity..........   978,799    941,844
                                       ---------   --------
                                      $1,246,364  $1,237,748
                                      ==========  ==========
         See notes to unaudited consolidated financial statements.
                                  3 of 25
                        OUTBACK STEAKHOUSE, INC.(R)
                     CONSOLIDATED STATEMENTS OF INCOME
              (in thousands except per share data, unaudited)
                                 Three Months Ended
                                      March 31,
                                    2002       2001
REVENUES                           -------   --------
 Restaurant sales...............  $574,555   $516,654
 Other revenues.................     4,434      4,599
                                   -------   --------
   TOTAL REVENUES...............   578,989    521,253
COSTS AND EXPENSES:                -------   --------
   Cost of sales................   214,808    195,124
   Labor & other related........   138,302    122,990
   Other restaurant operating...   114,049    101,045
   Depreciation & amortization..    17,938     15,968
   General & administrative.....    21,129     19,262
   Income from operations of
    unconsolidated  affiliates..    (1,552)    (1,001)
                                   -------   --------
      Total costs and expenses..   504,674    453,388
                                   -------   --------
INCOME FROM OPERATIONS..........    74,315     67,865
OTHER INCOME (EXPENSE), NET.....      (317)    (1,235)
INTEREST INCOME (EXPENSE), NET..       236      1,124
INCOME BEFORE ELIMINATION OF       -------   --------
   MINORITY PARTNERS' INTEREST
   AND INCOME TAXES.............    74,234     67,754
ELIMINATION OF MINORITY PARTNERS'
   INTEREST.....................    10,368      9,106
                                   -------   --------
INCOME BEFORE PROVISION FOR
  INCOME TAXES..................    63,866     58,648
PROVISION FOR INCOME TAXES......    22,481     20,761
                                   -------   --------
NET INCOME......................   $41,385   $ 37,887
                                   =======   ========
BASIC EARNINGS PER COMMON SHARE.   $  0.54   $   0.50
BASIC WEIGHTED AVERAGE NUMBER OF   =======   ========
   COMMON SHARES OUTSTANDING....    77,078     76,539
                                   =======   ========
DILUTED EARNINGS PER COMMON SHARE  $  0.52   $   0.49
DILUTED WEIGHTED AVERAGE NUMBER    =======   ========
  OF COMMON SHARES OUTSTANDING..    80,039     77,755
                                   =======   ========
         See notes to unaudited consolidated financial statements.
                                  4 of 25
                        OUTBACK STEAKHOUSE, INC.(R)
                   CONSOLIDATED STATEMENTS OF CASH FLOWS
                         (in thousands, unaudited)
                                          Three Months Ended
                                              March 31,
                                            2002       2001
Cash flows from operating activities:     --------  --------
Net income............................... $ 41,385  $ 37,887
Adjustments to reconcile net income to
  cash provided by operating activities:
  Depreciation...........................   17,336    14,439
  Amortization...........................      602     1,529
  Minority partners' interest in
     consolidated partnerships' income...   10,368     9,106
  Income from unconsolidated affiliates..   (1,552)   (1,001)
  Change in assets and liabilities:
     Decrease (increase) in inventories..    2,674    (5,684)
     Decrease (increase) in other
         current assets..................   11,005    (5,947)
     Decrease (increase) in other assets.    2,493    (2,154)
     Increase in accounts payable,
       sales taxes payable, and accrued
       expenses..........................   (5,216)   (3,397)
     Decrease in unearned revenue........  (36,338)  (32,577)
     Increase in income taxes payable....   15,502     7,692
     Increase in deferred income taxes...      699       117
     Net cash provided by operating       --------  --------
        activities.......................   58,958    20,010
Cash flows used in investing activities:  --------  --------
  Purchase of investment securities......      (93)
  Capital expenditures...................  (45,891)  (42,189)
  Change in investments in and advances
  to unconsolidated affiliates...........   (5,763)   (9,440)
     Net cash used in investing           --------  --------
        activities.......................  (51,747)  (51,629)
Cash flows from financing activities:     --------  --------
  Proceeds from issuance of long-term debt     232     1,218
  Proceeds from minority partners'
    contributions........................    2,732       325
  Distributions to minority partners.....  (12,209)   (9,660)
  Payments for purchase of treasury
    stock................................  (21,253)  (15,054)
  Proceeds from reissuance of treasury
    stock................................   12,714     2,120
     Net cash used in financing           --------  --------
       activities........................  (17,784)  (21,051)
Net decrease in cash and cash             --------  --------
  equivalents............................  (10,573)  (52,670)
Cash and cash equivalents at beginning
  of period..............................  115,928   131,604
Cash and cash equivalents at end of       --------  --------
  period................................. $105,355  $ 78,934
Supplemental disclosures of cash flow     ========  ========
  information:
  Cash paid for interest................. $     93  $    179
  Cash paid for income taxes............. $    280  $ 12,796
Supplemental disclosures of non-cash items:
  Assets/liabilities of businesses trans-
  ferred under contractual arrangements..           $ 22,000
         See notes to unaudited consolidated financial statements.
                                  5 of 25
                        OUTBACK STEAKHOUSE, INC.(R)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)
1. Basis of Presentation

     The accompanying unaudited consolidated financial statements have been
prepared  by  Outback Steakhouse, Inc.(R) (the "Company") pursuant  to  the
rules   and   regulations  of  the  Securities  and  Exchange   Commission.
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.

      Certain  amounts shown in the 2001 consolidated financial  statements
have   been  reclassified  to  conform  to  the  2002  presentation.  These
reclassifications   did  not  have  an  effect  on  total   assets,   total
liabilities, stockholders' equity or net income.

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

     The December 31, 2001 consolidated balance sheet has been derived from
the  audited consolidated financial statements but does not include all  of
the disclosures required by generally accepted accounting principles. It is
suggested that these financial statements be read in conjunction  with  the
financial  statements and financial notes thereto included in the Company's
2001 Annual Report.

2.   Other Current Assets
     Other current assets consisted of the following (in thousands):
<S>                                     <C>        <C>
                                           March 31, December 31,
                                             2002      2001
                                         (unaudited)
                                         ----------- -----------
Deposits (including income tax deposits). $  1,911  $ 9,275
Accounts receivable......................    3,677    7,710
Accounts receivable franchisees..........    2,887    3,560
Prepaid expenses.........................   10,356    8,212
Other current assets.....................    1,511    2,590
                                          --------  -------
                                         $  20,342  $31,347
                                         =========  =======



                                  6 of 25
                        OUTBACK STEAKHOUSE, INC.(R)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)

3.   Property, Fixtures and Equipment, Net
     Property, fixtures and equipment consisted of the following (in
     thousands):
<S>                                   <C>             <C>
                                          March 31,    December 31,
                                             2002         2001
                                        (unaudited)
                                        -----------    -----------
Land................................     $161,366     $ 158,314
Buildings & building improvements...      406,055       382,793
Furniture & fixtures................      105,033        99,767
Equipment...........................      254,987       238,285
Leasehold improvements..............      196,626       185,623
Construction in progress............       19,091        35,464
Accumulated depreciation............     (301,538)     (287,181)
                                        ---------     ---------
                                         $841,620     $ 813,065
                                         ========     =========
4.   Other Assets
     Other assets consisted of the following (in thousands):

                                          March 31,    December 31,
                                             2002         2001
                                        (unaudited)
                                        ----------     -----------
Intangible assets, net (including
   liquor licenses).................    $ 95,600       $ 94,453
Other assets........................      38,643         42,885
Assets of business transferred under
  contractual arrangement...........      15,500         15,500
Deferred license fee................      19,000         19,000
                                        --------       --------
                                        $168,743       $171,838
                                        ========       ========

     As of March 31, 2002, "Other Assets" included the following
intangible assets subject to amortization (in thousands):

                                        March 31,       December 31,
                                          2002             2001
                                        (unaudited)
                                        -----------     -----------
Non-compete/non-disclosure and related
  contractual agreements.                $12,115         $10,141
Accumulated amortization                  (5,084)         (4,482)
                                         -------         -------
                                         $ 7,031         $ 5,659
                                         =======         =======

     Aggregate  amortization expense on the intangible assets  subject
to  amortization was approximately $602,000 for the three months ended
March 31, 2002 and is estimated to be approximately $2,500,000 for each
of the years ended December 31, 2002 through 2006. The net carrying amount
of   goodwill  as  of  December  31,  2001  and  March  31,  2002  was
approximately $79,661,000.
                                7 of 25
                        OUTBACK STEAKHOUSE, INC.(R)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)

4.      Other Assets (continued)

In  January  2001, the Company entered into a ten year licensing  agreement
with  an entity owned by minority interest owners of certain non-restaurant
operations (referred to in some Company literature as Outback Sports).  The
licensing agreement transferred the right and license to use certain assets
of  these non-restaurant operations. License fees payable over the term  of
the  agreement  total  approximately $22,000,000, of which  $20,500,000  is
outstanding and consists of  $19,000,000 included in "Other Assets" and the
current  portion of $1,500,000 included in "Other Current  Assets"  in  the
Consolidated   Balance   Sheet.  The  net  book  value  of these assets was
approximately $15,500,000  and was reclassified from the line item entitled
"Property, Fixtures and Equipment" to  "Other Assets" in  the  Consolidated
Balance Sheet. The corresponding long-term  liability  is included  in  the
line  item  entitled  "Other  Long  Term Liabilities"  in  the Consolidated
Balance  Sheet.   The  Company  has deferred the  gain  associated with the
transaction until such time as the amounts due under the licensing agreement
are  realized.  See Note 7 of Notes  to  Unaudited  Consolidated Financial
Statements.

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

<S>                                   <C>           <C>
                                        March 31,    December 31,
                                          2002         2001
                                        (unaudited)
                                        ---------    -----------
Revolving line of credit, interest
  at 2.79% and 3.67% at March 31,
  2002 and December 31, 2001,
  respectively.........................   $10,000      $10,000
Other notes payable, uncollateralized,
  interest rates ranging from 4.40% to
  7.50% at both March 31, 2002
  and December 31, 2001................    16,825       16,593
                                           ------      -------
                                           26,825       26,593
Less current portion...................    12,572       12,763
                                           ------      -------
Long-term debt.........................   $14,253      $13,830
                                          =======      =======

      The  Company  has an uncollateralized revolving line of credit  which
permits borrowing up to a maximum of $125,000,000 at 57.5 basis points over
the  30, 60, 90 or 180 day London Interbank Offered Rate (LIBOR) (1.87%  to
2.33%  at March 31, 2002 and 1.87% to 1.98% at December 31, 2001). At March
31, 2002 and December 31, 2001 the unused portion of the revolving line  of
credit  was $115,000,000. The line includes a credit facility fee  of  17.5
basis points and matures in December 2004.

      The Company has a $15,000,000 uncollateralized line of credit bearing
interest  at  rates  ranging from 57.5 to 95.0  basis  points  over  LIBOR.
Approximately $3,850,000 and $4,350,000 of the line of credit was committed
for  the  issuance of letters of credit at March 31, 2002 and December  31,
2001,  respectively.   The  remaining $11,150,000  at  March  31,  2002  is
available to the Company.

                                    8 of 25
                        OUTBACK STEAKHOUSE, INC.(R)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)

5.   Long-term Debt (continued)

      The Company has notes payable with banks bearing interest at 7.5%  to
support  the Company's international operations. As of March 31,  2002  and
December  31,  2001, the outstanding balance was approximately  $11,920,000
and $12,194,000, respectively.  The notes mature in July 2002.

      The  Company is the guarantor of two uncollateralized lines of credit
that  permit  borrowing  of  up to $25,000,000  to  support  the  Company's
international  operations.  At March 31, 2002 and December  31,  2001,  the
borrowings totalled approximately $16,766,000 and $8,215,000, respectively.

     The  Company  is the guarantor of an uncollateralized line  of  credit
which  permits  borrowing of up to $35,000,000, maturing in December  2004,
for  one  of its franchisees. At March 31, 2002 and December 31, 2001,  the
outstanding   balance  was  approximately  $27,963,000   and   $26,354,000,
respectively.

     The  Company  is the guarantor of an uncollateralized line  of  credit
which  permits  borrowing  of up to a maximum of $24,500,000,  maturing  in
December  2004,  for one of its joint venture partners. At both  March  31,
2002  and  December  31,  2001, the outstanding balance  was  approximately
$19,427,000.

       The  Company  is  the  guarantor  of  bank  loans  made  to  certain
franchisees.  At  March  31, 2002 and December 31,  2001,  the  outstanding
balance on the loans was approximately $366,000 and $437,000, respectively.

      The  Company is the guarantor of up to approximately $9,445,000 of  a
$68,000,000 note for an unconsolidated affiliate in which the Company has a
22.22%  equity interest. At both March 31, 2002 and December 31, 2001,  the
outstanding balance on the note was approximately $68,000,000.

      See  "Liquidity  and  Capital Resources" in  Item  2,   "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

                                  9 of 25
                        OUTBACK STEAKHOUSE, INC.(R)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)

6.   Accrued Expenses
     Accrued expenses consisted of the following (in thousands):
<S>                                   <C>           <C>
                                         March 31,  December 31,
                                            2002       2001
                                        (unaudited)
                                         ---------   ---------
Accrued payroll and other compensation..   $19,233     $19,207
Accrued insurance.......................    12,916      13,206
Accrued property taxes..................     6,862       6,970
Other accrued expenses..................    23,836      17,204
                                           -------     -------
                                           $62,847     $56,587
                                           =======     =======

7.   Other Long Term Liabilities
     Other long term liabilities consisted of the following (in thousands):

                                         March 31,  December 31,
                                            2002       2001
                                        (unaudited)
                                         ---------  -----------
Accrued insurance.......................  $  4,000   $   4,000
Other deferred liability................    20,500      20,500
                                          --------   ---------
                                          $ 24,500   $  24,500
                                          ========   =========

      In  January  2001,  the Company entered into  a  ten  year  licensing
agreement with an entity owned by minority interest owners of certain  non-
restaurant  operations. The licensing agreement transferred the  right  and
license  to use certain assets of these non-restaurant operations.  License
fees payable over the term of the agreement total approximately $22,000,000
of  which  $20,500,000 is outstanding.  The Company has deferred  the  gain
associated  with the transaction until such time as the amounts  due  under
the licensing agreement are realized. The corresponding long-term asset  is
included  in the line item entitled "Other Assets". See Note 4 of Notes  to
Unaudited Consolidated Financial Statements.
                                 10 of 25
                        OUTBACK STEAKHOUSE, INC.(R)
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)

8.   Recently Issued Financial Accounting Standards
     "Business Combinations" and "Goodwill and Other Intangible Assets"

      On  June 30, 2001, the Financial Accounting Standards Board finalized
FAS  No. 141, "Business Combinations", and FAS No. 142, "Goodwill and Other
Intangible   Assets".  FAS  No.  141  requires  all  business  combinations
initiated  after  June  30, 2001, to be accounted for  using  the  purchase
method  of accounting.  With the adoption of FAS No. 142 effective  January
1,  2002,  goodwill is no longer subject to amortization. Rather,  goodwill
will be subject to at least an annual assessment for impairment by applying
a fair-value-based test.  Under the new rules, an acquired intangible asset
should  be separately recognized if the benefit of the intangible asset  is
obtained  through contractual or other legal rights, or if  the  intangible
asset  can  be sold, transferred, licensed, rented, or exchanged regardless
of the acquirer's intent to do so. These intangible assets will be required
to be amortized over their useful lives.

    Adoption of FAS No.142 effective January 1, 2002 is estimated to result
in the elimination of approximately $3,000,000 to  $5,500,000   of   annual
amortization,  subject  to  the  identification  of  separately  recognized
intangibles which would continue to be amortized under the new  rules.  The
Company  is in the process of performing the initial impairment testing  of
all  goodwill and has not yet quantified any initial impairment charge that
might result upon adoption of FAS No. 142. Such impairment charges, if any,
will be recognized in accordance with the provisions of FAS No. 142 in  the
quarter ended June 30, 2002.

      The following table represents net income and earnings per share
for prior periods had FAS No. 142 been in effect for those periods (in
thousands except per share data, unaudited):

                                     Three Months Ended March 31,
                                          2002        2001
                                     ----------- ----------
Reported net income...............    $41,385     $  37,887
Add back: Goodwill amortization...                      791
                                     --------    ----------
Adjusted net income...............    $41,385     $  38,678
                                      =======     =========
BASIC EARNINGS PER SHARE
Reported net income...............    $  0.54     $    0.50
Goodwill amortization.............                     0.01
                                     --------    ----------
Adjusted net income...............    $  0.54     $    0.51
                                      =======     =========
DILUTED EARNINGS PER SHARE
Reported net income...............    $  0.52     $    0.49
Goodwill amortization.............                     0.01
                                      -------     ---------
Adjusted net income...............    $  0.52     $    0.50
                                      =======     =========
                                 11 of 25
                        OUTBACK STEAKHOUSE, INC.(R)

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

Results of Operations

      The  following table sets forth, for the periods indicated,  (i)  the
percentages  which  the items in the Company's Consolidated  Statements  of
Income  bear to total revenues, or restaurant sales as indicated, and  (ii)
selected operating data:

                               Three Months Ended
                                   March 31,
                               ----------------
                                2002    2001
REVENUES                       ------  -------
Restaurant sales..............   99.2%   99.1%
Other revenues................    0.8     0.9
                                -----  ------
TOTAL REVENUES................  100.0   100.0
COSTS AND EXPENSES:
  Cost of sales(1)............   37.4    37.8
  Labor & other related(1)....   24.1    23.8
  Other restaurant operating(1)  19.8    19.6
  Depreciation & amortization.    3.1     3.1
  General & administrative....    3.6     3.7
  Income from operations of
   unconsolidated affiliates..   (0.3)   (0.2)
     Total costs and expenses.   87.2    87.0
                                -----  ------
INCOME FROM OPERATIONS........   12.8    13.0
OTHER INCOME (EXPENSE), NET...   (0.1)   (0.2)
INTEREST INCOME...............    ( *)    0.2
                                -----  ------
INCOME BEFORE ELIMINATION OF
  MINORITY PARTNERS' INTEREST
  AND INCOME TAXES............   12.8    13.0
ELIMINATION OF MINORITY
  PARTNERS' INTEREST..........    1.8     1.7
                                -----  ------
INCOME BEFORE PROVISION FOR
  INCOME TAXES................   11.0    11.3
PROVISION FOR INCOME TAXES....    3.9     4.0
                                -----  ------
NET INCOME....................   7.1%     7.3%
                                =====  ======

(*)Percentages are less than 1/10 of one percent of total revenues.
(1) As a percentage of restaurant sales.


                                 12 of 25
                     Results of Operations (continued)

                                Three Months Ended
                                     March 31,
                                  --------------
                                   2002    2001
                                  ------  ------
System-wide sales (millions of dollars):
Outback Steakhouse restaurants
  Company owned...................  $486    $456
  Domestic franchised and
     development joint venture....    93      87
  International franchised and
     development joint venture....    23      21
                                  ------  ------
  Total...........................   602     564
                                  ------  ------
Carrabba's Italian Grills
  Company owned...................    62      48
  Development joint venture.......    22      16
                                  ------  ------
  Total...........................    84      64
                                  ------  ------
Other restaurants
  Company owned...................    27      13
  Franchised and development
    joint venture.................     3       -
                                  ------  ------
  Total...........................    30      13
                                  ------  ------
System-wide total.................  $716    $641
                                  ======  ======























                                 13 of 25

                     Results of Operations (continued)


                                                March 31,
                                               ------------
                                               2002   2001
                                               ----  ------
Number of restaurants (at end of the period):
Outback Steakhouses
  Company owned.............................    581     531
  Domestic franchised and development
    joint venture...........................    116     109
  International franchised and development
    joint venture...........................     49      42
                                                ---     ---
  Total.....................................    746     682
                                                ---     ---
Carrabba's Italian Grills
  Company owned.............................     77      60
  Development joint venture.................     28      21
                                                ---     ---
  Total.....................................    105      81
                                                ---     ---
Fleming's Prime Steakhouse and Wine Bars
  Company owned.............................     13       5
                                                ---     ---
Roy's
  Company owned.............................     12       6
  Franchised and development joint venture..      2       -
                                                ---     ---
  Total.....................................     14       6
                                                ---     ---
Zazarac
  Company owned.............................      -       1
                                                ---     ---
Lee Roy Selmon's
  Company owned.............................      1       1
                                                ---     ---
Bonefish Grills
  Company owned.............................      4       -
  Development joint venture.................      1       -
                                                ---     ---
  Total.....................................      5       -
                                                ---     ---
System-wide total...........................    884     776
                                                ===     ===









                                 14 of 25

Three months ended March 31, 2002 and 2001


      Revenues.   Total revenues increased by 11.1% to $578,989,000  during
the  first quarter of 2002 as compared with $521,253,000 in the same period
in  2001.  The increase was attributable to the opening of new  restaurants
after  March  31,  2001,  menu price increases at  Outback  Steakhouse  and
Carrabba's Italian Grills after March 2001, and per store revenue  increase
during  the quarter of 3.1% at Carrabba's Italian Grills, partially  offset
by  per store revenue decrease of 1.2% at Outback Steakhouse. The following
table  depicts additional activities that influenced the period  to  period
changes in revenues:


                                        Three Months Ended
                                            March 31,
                                         ----------------
                                            2002       2001
                                       ---------  ---------
Average unit volumes (weekly):
  Outback Steakhouses.................   $66,238    $67,735
  Carrabba's Italian Grills...........    64,253     61,980
Per person check averages:
  Outback Steakhouses.................    $19.01     $18.62
  Carrabba's Italian Grills...........     19.71      19.64
Year to year percentage change:
  Same-store sales:
    Outback Steakhouses...............     (1.2%)      2.3%
    Carrabba's Italian Grills.........      3.1%       8.6%
  Same-store customer counts:
    Outback Steakhouses...............     (3.2%)    (0.9%)
    Carrabba's Italian Grills.........      2.7%       7.6%

      Costs  and expenses. Costs of sales, consisting of food and  beverage
costs,  as a percentage of restaurant sales, decreased in the first quarter
of  2002  to 37.4% of restaurant sales as compared with 37.8% in  the  same
period  in  2001. The decrease was attributable to commodity cost decreases
in  beef  and  seafood,  particularly shrimp, partially  offset  by  higher
produce costs. The decrease was also attributable to higher menu prices  at
Carrabba's  Italian  Grills  and  an increase  in  the  proportion  of  new
restaurant formats (Fleming's, Roy's and Bonefish Grills) which have  lower
average food costs than Outback Steakhouses and Carrabba's Italian Grills.

     Labor and other related expenses include all direct and indirect labor
costs  incurred  in restaurant operations. Labor expenses  increased  as  a
percentage  of  restaurant sales by 0.3% to 24.1% in the first  quarter  of
2002  as  compared  with  23.8% in the same period in  2001.  The  increase
resulted  from higher hourly wage rates, enhanced employee health insurance
benefits, lower average unit volumes at Outback Steakhouse and an  increase
in the proportion of new restaurant formats (Fleming's, Roy's and Selmon's)
which  have  higher average  labor  costs  than  Outback Steakhouse and
Carrabba's Italian Grills.


                                 15 of 25

      Other  restaurant  operating expenses include  all  other  unit-level
operating  costs,  the  major components of which are  operating  supplies,
rent, repairs and maintenance, advertising expenses, utilities, pre-opening
costs,  and other occupancy costs. A substantial portion of these  expenses
are  fixed  or  indirectly  variable. These  costs  increased  by  0.2%  of
restaurant  sales to 19.8% in the first quarter of 2002, as  compared  with
19.6%  in  the same period in 2001. The increase was attributable to  lower
average  unit  volumes at Outback Steakhouse and expenses  associated  with
opening  new restaurant formats. The increase was also attributable  to  an
increase in the proportion of new restaurant formats (Fleming's, Roy's  and
Selmon's)  and  international Outback Steakhouses in operation  which  have
higher   average  restaurant  operating  expenses  than  domestic   Outback
Steakhouses  and  Carrabba's  Italian Grills. The  increase  was  partially
offset  by higher average unit volumes for Carrabba's Italian Grills  which
reduced  the  fixed  and  indirectly variable  costs  as  a  percentage  of
restaurant sales.

      Depreciation  and amortization costs were 3.1% of total  revenues  in
both the first quarter of 2002 and 2001. The impact of reduced amortization
expense  due to the adoption of SFAS No. 142 "Goodwill and Other Intangible
Assets"  was  offset  by  higher  depreciation  costs.   The  increase   in
depreciation costs resulted primarily from additional depreciation  related
to  new  unit development, new restaurant formats which have higher average
construction  costs than Outback Steakhouse and Carrabba's  Italian  Grills
and  lower  average unit volumes at Outback Steakhouse, Roy's and Fleming's
Prime Steakhouse.

       General   and  administrative  costs  increased  by  $1,867,000   to
$21,129,000  in the first quarter of 2002 compared with $19,262,000  during
the same period in 2001. 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 and Bonefish Grills as well as  costs  associated
with  the  development  of  new  restaurant formats  and  other  affiliated
businesses.

      Income  from  operations of unconsolidated affiliates represents  the
Company's  portion  of the income from Outback Steakhouses  and  Carrabba's
Italian  Grills  operated as development joint ventures.  Income  from  the
development joint ventures was $1,552,000 during the first quarter of  2002
as  compared with income of $1,001,000 during the same period in 2001. This
increase  was  attributable to additional stores operating  as  development
joint ventures in the first quarter of 2002 compared with the first quarter
of  2001  and to an increase in average unit volumes at Carrabba's  Italian
Grills.

                                 16 of 25
      Income from operations. As a result of the increase in revenues,  the
changes  in the relationship between revenues and expenses discussed  above
and  the  opening of new restaurants, income from operations  increased  by
$6,450,000,  to $74,315,000, in the first quarter of 2002 as compared  with
$67,865,000 in the same period in 2001.

      Other income (expense), net. Other income (expense) includes the  net
of  revenues and expenses from non-restaurant operations. Net other expense
was  $317,000 during the first quarter of 2002 as compared with  net  other
expense  of  $1,235,000 in the same period in 2001. The decrease  in  other
expense  resulted from decreased costs associated with other non-restaurant
operations,  gain of approximately $500,000 on the sale of an airplane  and
approximately  $300,000  of  lower costs related  to  life  insurance  cash
surrender  values during the first quarter of 2002 compared with the  first
quarter of 2001.

      Interest  income (expense), net. Interest income was $236,000  during
the first quarter of 2002 as compared with interest income of $1,124,000 in
the  same  period  in 2001. The period to period change in interest  income
resulted  from  lower interest rates on short term investments  during  the
first  quarter of 2002 compared with the same period in 2001 and  increased
interest  expense  due  to higher average debt balances  during  the  first
quarter of 2002 compared with the first quarter of 2001.

      Elimination  of  minority  partners'  interests.  The  allocation  of
minority partners' income included in this line item represents the portion
of  income  from  operations  included in  consolidated  operating  results
attributable  to  the ownership interests of restaurant managers  and  area
operating partners in Company owned restaurants and the ownership interests
in  certain  other restaurants in which the Company is the majority  owner.
As  a  percentage of revenues, these allocations were 1.8% and 1.7%  during
the  quarters ended March 31, 2002 and 2001, respectively. The increase  in
the  ratio  is  the  result of improved performance of the  new  restaurant
formats.

      Provision  for income taxes. The provision for income  taxes  in  the
first quarter of both 2002 and 2001 reflected the expected income taxes due
at  federal statutory rates and state income tax rates, net of the  federal
benefit.  The effective income tax rate was 35.2% during the first  quarter
of  2002  and  was  35.4% during the first quarter of 2001.   The  decrease
resulted  from  tax  savings  associated  with  changes  in  the  Company's
corporate state tax structure.

     Net income and earnings per share. Net income for the first quarter of
2002  was  $41,385,000 as compared with $37,887,000 in the same  period  in
2001.  Basic earnings per share increased to $0.54 during the first quarter
of  2002  as  compared  with $0.50 for the same  period  in  2001.  Diluted
earnings per share increased to $0.52 during the first quarter of  2002  as
compared with $0.49 for the same period in 2001.








                                 17 of 25

Liquidity and Capital Resources

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

                            Year Ended      Three Months Ended
                            December 31,   March 31,  March 31,
                               2001         2002       2001
                             ---------   ---------  ---------
Net cash provided by
   operating activities.....$ 228,821    $ 58,958    $ 20,010
Net cash used in investing
   activities............... (233,662)    (51,747)    (51,629)
Net cash used in financing
   activities...............  (10,835)    (17,784)    (21,051)
                               ------     --------   --------
Net decrease in cash and
cash equivalents............$ (15,676)   $(10,573)   $(52,670)
                            =========    ========    ========

      The  Company  requires  capital principally for  the  development  of
restaurants. Capital expenditures totalled approximately  $201,039,000  for
the year ended December 31, 2001 and $45,891,000 and $42,189,000 during the
first  three  months  of 2002 and 2001, respectively.  The  Company  either
leases its restaurants under operating leases for periods ranging from five
to  thirty  years  (including renewal periods) or purchases  free  standing
restaurants where it is cost effective.

     During 2001, the Company  entered  into an agreement with the founders
of Bonefish Grill ("Bonefish") to develop and operate Bonefish restaurants.
Under  the  terms  of  the  Bonefish  agreement, the  Company purchased the
Bonefish  restaurant  operating  system  for  approximately $1,500,000.  In
addition, the interest in three existing Bonefish Grills was contributed to
a partnership formed between the Bonefish founders and the Company, and, in
exchange,   the  Company  committed  to  the  first  $7,500,000  of  future
development costs of which approximately $1,353,000 had been expended as of
March 31, 2002.

      During  1999,  the Company formed joint ventures to  develop  Outback
Steakhouses  in  Brazil  and the Philippines. The  Company  purchased  four
Outback  Steakhouses in Korea in the first quarter of 2000 and will develop
future  Company  owned  Outback Steakhouses in Korea.    During  1999,  the
Company  also  entered  into  agreements  to  develop  and  operate   Roy's
Restaurants  and  Fleming's Prime Steakhouse and Wine  Bars  ("Fleming's").
Under  the  terms  of the Fleming's agreement, the Company purchased  three
existing  Fleming's for $12,000,000 and committed to the first  $13,000,000
of  future development costs, all of which had been invested as of December
31, 2001.





                                 18 of 25

      At  March  31,  2002, the Company has two uncollateralized  lines  of
credit  totalling $140,000,000. Approximately $3,850,000 is  committed  for
the  issuance of letters of credit. As of March 31, 2002, the  Company  had
drawn  $10,000,000 on the line of credit to finance the development of  new
restaurants.  The Company expects that its capital requirements through the
end  of  2002 will be met by cash flows from operations and, to the  extent
needed,  advances on its line of credit. See Note 5 of Notes  to  Unaudited
Consolidated Financial Statements.

      The Company has notes payable with banks bearing interest at 7.5%  to
support  the Company's international operations. As of March 31, 2002,  the
outstanding balance was approximately $11,920,000.

     The Company is the  guarantor of two  uncollateralized lines of credit
that  permit  borrowing  of  up  to  $25,000,000  to  support the Company's
international  operations.   At  March 31,  2002  the  borrowings  totalled
approximately $16,766,000.

      The  Company is the guarantor of an uncollateralized line  of  credit
that permits borrowing of up to $35,000,000 for one of its franchisees.  At
March  31,  2002,  the  balance  on the line of  credit  was  approximately
$27,963,000.

      The  Company is the guarantor of an uncollateralized line  of  credit
that  permits  borrowing of up to $24,500,000 for one of its joint  venture
partners.  At  March  31, 2002, the outstanding balance  was  approximately
$19,427,000.

       The  Company  is  the  guarantor  of  bank  loans  made  to  certain
franchisees.  At March 31, 2002, the outstanding balance on the  loans  was
approximately $366,000.

      The  Company is the guarantor of up to approximately $9,445,000 of  a
$68,000,000 note for an unconsolidated affiliate in which the Company has a
22.2%  equity  interest. At March 31, 2002 the outstanding balance  on  the
note was approximately $68,000,000.

      In connection with the Company's debt guarantees, as noted above, the
Company  is not aware of any non-compliance with the terms of the borrowing
agreements that would result in the Company having to perform in accordance
with the terms of the debt guarantees.

      On  July  26,  2000,  the Company's Board of Directors  authorized  a
program to repurchase up to 4,000,000 shares of the Company's Common Stock.
The timing, price, quantity and manner of the purchases will be made at the
discretion  of  management  and  will depend  upon  market  conditions.  In
addition,  the  Board of Directors also authorized a program to  repurchase
shares  on  a  regular basis to offset shares issued as a result  of  stock
option  exercises.  The  Company  will fund  the  repurchase  program  with
available  cash  and bank credit facilities. As of March  31,  2002,  under
these  authorizations  the Company has repurchased approximately  3,813,000
shares of its Common Stock for approximately $101,118,000.




                                 19 of 25


OTHER

      See  Notes  4  and  7  of  Notes to Unaudited Consolidated  Financial
Statements for discussion of the Company's $22,000,000 licensing  agreement
for use of the assets of some of its non-restaurant operations.


OUTLOOK

     The following discussion of the Company's future operating results and
expansion  strategy  and  other statements in  this  report  that  are  not
historical  statements  constitute forward-looking  statements  within  the
meaning  of the Private Securities Litigation Reform Act of 1995.   Forward
looking   statements  represent  the  Company's  expectations   or   belief
concerning future events and may be identified by words such as "believes,"
"anticipates,"  "expects," "plans," "should" and similar  expressions.  The
Company's forward-looking statements are subject to risks and uncertainties
that  could cause actual results to differ materially from those stated  or
implied  in  the forward-looking statement. We have endeavored to  identify
the  most  significant factors that could cause actual  results  to  differ
materially  from those stated or implied in forward-looking  statements  in
the  section  entitled  "Cautionary  Statement"  below.   The  results   of
operations  for the interim periods are not necessarily indicative  of  the
results to be expected for the full year.

      In  the  Outlook portion of Management's Discussion and  Analysis  of
Financial Condition and Results of Operations in its Annual Report  to  the
Securities and Exchange Commission on Form 10-K for the year ended December
31,  2001,  the Company provided guidance on the outlook for its businesses
in 2002 and factors that may affect the Company's financial results. During
the  quarter  ended March 31, 2002, average unit volumes at  the  Company's
Outback  Steakhouse  units decreased by approximately 2.1%.  The  Company's
2002  financial  and  operating plan discussed in  Form  10-K  planned  for
average  unit volumes at Outback Steakhouse to be flat for the  full  year.
To  the  extent  to  which  average unit volume  trends  remain  weak,  the
Company's  revenues and operating results may be affected for the remainder
of 2002.  The Company will reevaluate Outback menu pricing periodically and
may change as economic and commodity conditions dictate.



                                 20 of 25



Expansion Strategy.

      The  Company's  goal is to add new restaurants to the Outback  system
during the remainder of 2002. The following table presents a summary of the
expected restaurant openings for the full year 2002:

                                               2002
                                            --------

  Outback Steakhouses - Domestic
    Company owned                           38 to 40
    Franchised                               5 to 6
  Outback Steakhouses - International
    Company owned                            5 to 6
    Franchised                               8 to 10
  Carrabba's Italian Grills
    Company owned                           10 to 15
    Development joint venture                5 to 10
  Fleming's Prime Steakhouse and Wine Bars
    Company owned                            5
  Roy's
    Company owned                            2 to 3
    Franchised                               1
  Lee Roy Selmon's
    Company owned                            1
  Cheeseburger in Paradise
    Company owned                            1
  Bonefish Grill
    Company owned                            6 to 8
    Franchised                               1 to 2










                                 21 of 25
Cautionary Statement

      The  foregoing  Management's Discussion  and  Analysis  of  Financial
Condition  and  Results  of  Operations contains  various  "forward-looking
statements"  within  the meaning of Section 27A of the Securities  Exchange
Act of 1933, as amended, and Section 21E of the Securities Exchange Act  of
1934,  as  amended.  Forward-looking  statements  represent  the  Company's
expectations  or belief concerning future events, including the  following:
any  statements  regarding future sales and gross profit  percentages,  any
statements  regarding  the  continuation  of  historical  trends,  and  any
statements  regarding the sufficiency of the Company's  cash  balances  and
cash  generated from operating and financing activities for  the  Company's
future   liquidity  and  capital  resource  needs.  Without  limiting   the
foregoing,   the  words  "believes",  "anticipates",  "plans",   "expects",
"should",  and similar expressions are intended to identify forward-looking
statements.

     The Company's 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) The  Company's  results can be impacted by changes in consumer  tastes
     and  the  level  of  consumer acceptance of the  Company's  restaurant
     concepts;  local,  regional  and  national  economic  conditions;  the
     seasonality  of  the Company's business; demographic  trends;  traffic
     patterns;  consumer perception of food safety; employee  availability;
     the  cost  of advertising and media; government actions and  policies;
     inflation; and increases in various costs;

(iii)     The Company's 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, and the ability
     to recruit and train skilled management and restaurant employees;

(iv) Price  and  availability of commodities, including but not limited  to
     such items as beef, chicken,  shrimp, pork, dairy, potatoes and onions
     are  subject  to  fluctuation and could increase or decrease more than
     the Company expects; and/or

(v)  Weather  and acts of God could result in construction delays and  also
     adversely   affect  the  results  of  one  or  more  stores   for   an
     indeterminate amount of time.

                                 22 of 25
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      The  Company is exposed to market risk from changes in interest rates
on debt and changes in commodity prices.

       The  Company's  exposure  to  interest  rate  risk  relates  to  its
$140,000,000 revolving lines of credit with its banks. Borrowings under the
agreement bear interest at rates ranging from 57.5 to 95 basis points  over
the 30, 60, 90 or 180 London Interbank Offered Rate.  At March 31, 2002 and
December 31, 2001, the Company had $10,000,000 outstanding on its lines  of
credit.

      Many  food products purchased by the Company and its franchisees  are
affected  by commodity pricing and are, therefore, subject to unpredictable
price  volatility.  These commodities are generally  purchased  based  upon
market  prices  established  with vendors.  The  purchase  arrangement  may
contain  contractual  features that limit the price  paid  by  establishing
certain  price  floors  and  caps.  The  Company  does  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 the Company adversely.  However,  any
changes in commodity prices would affect the Company's competitors at about
the  same  time  as the Company.  The Company expects that  in  most  cases
increased  commodity prices could be passed through to  its  consumers  via
increases  in  menu  prices.  From time to time, competitive  circumstances
could  limit  menu price flexibility, and in those cases margins  would  be
negatively impacted by increased commodity prices.

      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.




















                                 23 of 25
                        OUTBACK STEAKHOUSE, INC.(R)
                        PART II:  OTHER INFORMATION



Item 6.  Exhibits and Reports on Form 8-K.
    (a)  Exhibits
          None


    (b)  Reports on Form 8-K
          The Company filed a report on Form 8-K with the Securities and
          Exchange Commission dated February 14, 2002.


































                                 24 of 25
                                SIGNATURES



      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.



                            OUTBACK STEAKHOUSE, INC. (R)
Date:  May 15, 2002.        (Registrant)

                            By:  /s/ Robert S. Merritt
                                 Robert S. Merritt
                                 Senior Vice President,
                                 Finance (Principal Financial
                                 and Accounting Officer)


















</TABLE>
                                 25 of 25