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# SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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# FORM 10-Q

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# Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

# For the Quarterly Period Ended March 30, 2003

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# Commission file number 0-19924

# RARE Hospitality International, Inc.(Exact name of registrant as specified in its charter)

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# Internal Revenue Service - Employer Identification No. 58-1498312

# 8215 Roswell Rd; Bldg. 600; Atlanta, GA 30350
(770) 399-9595(Registrant's telephone number, including area code)

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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.

# XX   Yes      No

Indicate by check mark
whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the
Exchange Act).

# XX   Yes      No

As of May 8, 2003, there were 22,225,875 shares of common stock of the Registrant outstanding.

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# RARE Hospitality International, Inc. and Subsidiaries

# Index

`Part I - Financial Information                                                                 Page
                                                                                               ----
     Item 1. Consolidated Financial Statements:

                    Consolidated Balance Sheets as of
                       March 30, 2003 and December 29, 2002                                      1

                    Consolidated Statements of Earnings
                       for the quarters ended March 30, 2003
                       and March 31, 2002                                                        2

                    Consolidated Statement of Shareholders' Equity
                       and Comprehensive Income for the quarter ended
                       March 30, 2003                                                            3

                    Condensed Consolidated Statements of Cash Flows
                      for the quarters ended March 30, 2003
                      and March 31, 2002                                                         4

                    Notes to the Consolidated Financial Statements                              5-7

     Item 2. Management's Discussion and Analysis of
                   Financial Condition and Results of Operations                                8-12

     Item 3. Quantitative and Qualitative Disclosures About
                   Market Risk                                                                 12-13

     Item 4. Controls and Procedures                                                            13


Part II - Other Information

     Item 1. Legal Proceedings                                                                  13

     Item 2. Changes in Securities and Use of Proceeds                                          13

     Item 3. Defaults Upon Senior Securities                                                    13

     Item 4. Submission of Matters to a Vote of Securities
                   Holders                                                                      13

     Item 5. Other Information                                                                  13

     Item 6. Exhibits and Reports on Form 8-K                                                   13

     Signatures                                                                                14-15`

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# Part I. Financial Information
Item 1. Financial Statements

# RARE Hospitality International, Inc. and Subsidiaries
                                          Consolidated Balance Sheets
                                     (In thousands)
                                                  (Unaudited)

`March 30,              December 29,
Assets                                                          2003                     2002
                                                                ----                     ----
Current assets:
    Cash and cash equivalents                                $ 12,080                $  13,732
    Short-term investments                                     22,801                   17,735
    Accounts receivable                                         8,181                    6,576
    Inventories                                                14,472                   14,309
    Prepaid expenses                                            3,639                    3,477
    Refundable income taxes                                     2,681                    4,124
    Deferred income taxes                                       4,004                    4,484
                                                             --------                 --------
        Total current assets                                   67,858                   64,437

Property & equipment, less accumulated
  depreciation                                                308,333                  299,773
Goodwill, net                                                  19,187                   19,187
Other                                                           3,849                    3,510
                                                             --------                 --------
        Total assets                                         $399,227                 $386,907
                                                             ========                 ========
Liabilities and Shareholders' Equity

Current liabilities:
    Accounts payable                                         $ 18,963                 $ 17,727
    Accrued expenses                                           39,105                   44,015
    Current installments of obligations under
        capital leases                                             89                       78
                                                             --------                 --------
        Total current liabilities                              58,157                   61,820

Deferred income taxes                                           3,423                    1,138
Obligations under capital leases, net
  of current installments                                      22,380                   22,406
                                                             --------                 --------
        Total liabilities                                      83,960                   85,364

Minority interest                                               1,444                    1,411

Shareholders' equity:
    Preferred stock                                                 -                        -
    Common stock                                              195,889                  191,174
    Unearned compensation-restricted stock                     (1,224)                  (1,124)
    Retained earnings                                         124,147                  112,446
    Treasury stock at cost; 195 and 95 shares
      in 2003 and 2002, respectively                           (4,989)                  (2,364)
                                                             --------                 --------
        Total shareholders' equity                            313,823                  300,132
        Total liabilities and shareholders'                  --------                 --------
         equity                                              $399,227                 $386,907
                                                             ========                 ========`

See accompanying notes to consolidated financial statements

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# RARE Hospitality International, Inc. and Subsidiaries
                                      Consolidated Statements of Earnings
                               (In thousands, except per share data)
                                         (Unaudited)

`13 Weeks Ended
                                                                  ----------------------------
                                                                 March 30,            March 31,
                                                                   2003                 2002
Revenues:                                                         ------               ------
Restaurant sales:
   LongHorn Steakhouse                                         $ 118,659             $ 104,385
   The Capital Grille                                             23,455                21,854
   Bugaboo Creek Steak House                                      20,235                17,246
   Specialty concepts                                              1,709                 1,728
                                                                --------              --------
     Total restaurant sales                                      164,058               145,213
   Franchise revenues                                                 91                    85
                                                                --------              --------
     Total revenues                                              164,149               145,298
Costs and expenses:                                             --------              --------
 Cost of restaurant sales                                         58,640                52,812
 Operating expenses - restaurants                                 70,626                62,280
 Depreciation and amortization - restaurants                       6,257                 5,760
 Pre-opening expense - restaurants                                 1,057                   914
 General and administrative expenses                               9,871                 8,373
                                                                --------              --------
     Total costs and expenses                                    146,451               130,139
                                                                --------              --------
 Operating income                                                 17,698                15,159
Interest expense, net                                                246                   449
Minority interest                                                    118                   180
                                                                --------              --------
Earnings before income taxes                                      17,334                14,530
Income tax expense                                                 5,633                 4,795
                                                                --------              --------
     Net earnings                                              $  11,701              $  9,735
                                                                ========              ========
Weighted average common shares outstanding:

   Basic                                                          21,913                21,477
                                                                ========              ========
   Diluted                                                        23,073                22,758
                                                                ========              ========
Basic earnings per common share                                 $   0.53              $   0.45
                                                                ========              ========
Diluted earnings per common share                               $   0.51              $   0.43
                                                                ========              ========`

See accompanying notes to consolidated financial statements

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# RARE Hospitality International, Inc. and Subsidiaries
                                Consolidated Statement of Shareholders' Equity
                                           and Comprehensive Income
                                      For the quarter ended March 30, 2003
                                           (In thousands, unaudited)

`Accumulated
                                   Common Stock                                          Other        Total
                                 ----------------   Restricted   Retained   Treasury Comprehensive Shareholders'
                                Shares     Amount      Stock     Earnings    Stock   Income (Loss)   Equity
                                ------     ------      -----     --------    -----      --------    --------
Balance, December 29, 2002      22,066    $191,174   $(1,124)   $112,446   $  (2,364)     $ (--)    $300,132

Comprehensive income:

Net earnings                        --          --        --      11,701          --         --       11,701
                                                                                                     -------
 Total comprehensive income                                                                           11,701
                                                                                                     -------
Amortization of restricted
 stock                              --          --       145          --          --         --          145
Purchase of common stock
  for treasury                      --          --        --          --      (2,625)        --       (2,625)
Issuance of shares pursuant
  to restricted stock award          9         245      (245)         --          --         --           --
Issuance of shares pursuant
  to exercise of stock
  options                          267       2,791        --          --          --         --        2,791
Tax benefit of stock options
  exercised                         --       1,679        --          --          --         --        1,679
                                ------    --------   --------   --------   ---------    --------    --------
Balance, March 30, 2003         22,342    $195,889    $(1,224)  $124,147   $  (4,989)     $ (--)    $313,823
                                ======    ========   ========   ========   =========    ========    ========`

See accompanying notes to consolidated financial statements

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# RARE Hospitality International, Inc. and Subsidiaries
                                Condensed Consolidated Statements of Cash Flows
                                           (In thousands, unaudited)

`13 Weeks Ended
                                                                          -----------------------------
                                                                        March 30,               March 31,
                                                                          2003                    2002
                                                                         -------                 ------
Cash flows from operating activities:
  Net earnings                                                          $ 11,701                  $ 9,735
  Adjustments to reconcile net earnings to
    net cash provided by operating activities:
      Depreciation and amortization                                        6,637                    6,256
      Changes in working capital accounts                                (15,945)                  (6,132)
      Minority interest                                                      118                      180
      Deferred tax(benefit) expense                                        2,765                   (1,488)
      Issuance of common stock to employee
        retirement plans                                                      --                      219
                                                                        --------                 --------
  Net cash provided by operating activities                                5,276                    8,770
                                                                        --------                 --------
Cash flows from investing activities:
  Purchase of property and equipment                                     (15,041)                  (9,429)
                                                                        --------                 --------
  Net cash used by investing activities                                  (15,041)                  (9,429)
                                                                        --------                 --------
Cash flows from financing activities:
  Proceeds from exercise of stock options                                  2,791                    2,137
  Distributions to minority partners                                         (85)                    (157)
  Increase in checks outstanding included in accounts
    payable and accrued liabilities                                        5,422                      473
  Principal payments on capital leases                                       (15)                     (58)
                                                                        --------                 --------
  Net cash provided by financing activities                                8,113                    2,395
                                                                        --------                 --------
Net (decrease) increase in cash and cash equivalents                      (1,652)                   1,736
Cash and cash equivalents, beginning of period                            13,732                   25,979
                                                                        --------                 --------
Cash and cash equivalents, end of period                                $ 12,080                 $ 27,715
                                                                        ========                 ========
Supplemental disclosure of cash flow information
  Cash paid for income taxes                                            $    184                 $     84
                                                                        ========                 ========
  Cash paid for interest                                                $     33                 $    332
                                                                        ========                 ========`

See accompanying notes to consolidated financial statements

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# RARE Hospitality International, Inc.
                                  Notes to Consolidated Financial Statements
                                                  (Unaudited)

1.    Basis of Presentation

The consolidated financial
statements of RARE Hospitality International, Inc. and subsidiaries (the
Company) as of March 30, 2003 and December 29, 2002 and for the
quarters ended March 30, 2003 and March 31, 2002 have been prepared by the
Company, pursuant to the rules and regulations of the Securities and Exchange
Commission. The information furnished herein reflects all adjustments
(consisting of normal recurring accruals and adjustments), which are, in the
opinion of management, necessary to fairly present the operating results for the
respective periods. Certain information and footnote disclosures normally
presented in annual financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted pursuant to such rules and regulations. These financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto contained in the Companys Annual Report on
Form 10-K for the year ended December 29, 2002.

The Company operates on a
52 or 53 week fiscal year ending on the last Sunday in December. The fiscal
quarters ended March 30, 2003 and March 31, 2002 each contained 13 weeks and are
referred to hereafter as the first quarter of 2003 and the first quarter of
2002, respectively.

2.      New Accounting Pronouncements

In April 2002, the FASB
issued SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64,
Amendment of FASB Statement No. 13, and Technical Corrections (SFAS
145). SFAS Nos. 4 and 64 required gains and losses from extinguishment of
debt to be classified as extraordinary items. SFAS 145 rescinds this requirement
and stipulates that gains or losses on extinguishment of debt would have to meet
the criteria of APB Opinion No. 30 to be classified as an extraordinary item. In
addition, any extraordinary gains or losses on extinguishment of debt in prior
periods presented would require reclassification. The Company adopted SFAS 145
as of the beginning of fiscal 2003. The initial adoption of SFAS 145 did not
have an impact on the Companys consolidated results of operations or
financial position.

In June 2002, the FASB
issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal
Activities (SFAS 146). This Statement requires that a
liability for a cost associated with an exit or disposal activity be recognized
only when the liability is incurred and measured at fair value. SFAS 146 is
effective for exit or disposal activities that are initiated after December 31,
2002. The initial adoption of this statement did not have an impact on the
Companys consolidated results of operations or financial position.

In November 2002, the FASB
issued Interpretation No. 45, Guarantors Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness to
Others, an interpretation of FASB Statements No. 5, 57 and 107 and a rescission
of FASB Interpretation No. 34. This Interpretation elaborates on the
disclosures to be made by a guarantor in its interim and annual financial
statements about its obligations under guarantees issued. Interpretation No. 45
also clarifies that a guarantor is required to recognize, at inception of a
guarantee, a liability for the fair value of the obligation undertaken. The
initial recognition and measurement provisions of the Interpretation are
applicable to guarantees issued or modified after December 31, 2002. The
disclosure requirements are effective for financial statements of interim or
annual periods ending after December 15, 2002. The Company adopted the
provisions of Interpretation No. 45 as of the beginning of fiscal 2003. The
Company does not have any guarantees that would require additional disclosure as
required by Interpretation No. 45.

In December 2002, the FASB
issued SFAS No. 148, Accounting for Stock-Based Compensation-Transition
and Disclosure (SFAS 148). SFAS 148 amends SFAS 123,
Accounting for Stock-Based Compensation, and provides alternative
methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. SFAS 148 also amends the
disclosure requirements of SFAS 123 to require more prominent and frequent
disclosures in financial statements about the effects of stock-based
compensation. The Company adopted the disclosure provisions of SFAS 148 as of
the beginning of fiscal 2003.

In January 2003, the FASB
issued Interpretation No. 46, Consolidation of Variable Interest Entities, an
interpretation of ARB No. 51. This Interpretation addresses the
consolidation by business enterprises of variable interest entities as defined
in the Interpretation. The Interpretation applies immediately to variable
interests in variable interest entities created after January 31, 2003, and to
variable interests in variable interest entities obtained after January 31,
2003. The Interpretation requires certain disclosures in financial statements
issued after January 31, 2003 if it is reasonably possible that the Company will
consolidate or disclose information about variable interest entities when the
Interpretation becomes effective. The Company does not have any interests that
would change the current consolidated reporting entity or require additional
disclosures required by Interpretation No. 46.

3.       Shareholders' Equity and Stock Based Compensation

During the first quarter of
2003, the Company purchased 100,000 shares of its common stock for a total
purchase price of approximately $2,625,000 (average price of $26.25 per share).

The Company has stock
option plans that provide for the granting of incentive and non-qualified stock
options to employees, officers, directors, consultants, and advisors. Under the
plans, options are granted at an exercise price equal to the fair market value
of the underlying common stock on the date of grant. The Company applies APB
Opinion No. 25 and related interpretations in accounting for its stock option
plans as permitted under SFAS 123 and SFAS 148. Accordingly, no compensation
cost has been recognized for the Companys stock option plans. Had the compensation cost for the
Companys stock option plans been determined based on the fair value at the
grant dates for awards under those plans consistent with the fair value
methodology of SFAS 123, the Companys net income and earnings per share
would have been as follows:

`13 Weeks Ended
                                                                                --------------
                                                                        March 30,                March 31,
                                                                          2003                     2002
                                                                          ----                     ----
Net earnings, as reported                                               $ 11,701                 $  9,735

Stock-based compensation expense
 determined under fair value
  method for all awards, net of tax                                          835                      729
                                                                        --------                 --------
Proforma net earnings                                                   $ 10,866                 $  9,006
                                                                        ========                 ========
Earnings per share:
  Basic - as reported                                                   $   0.53                 $   0.45
                                                                        ========                 ========
  Basic - proforma                                                      $   0.50                 $   0.42
                                                                        ========                 ========
  Diluted - as reported                                                 $   0.51                 $   0.43
                                                                        ========                 ========
  Diluted - proforma                                                    $   0.47                 $   0.40
                                                                        ========                 ========`

4.  Long-Term Debt

At March 30, 2003, no
borrowings were outstanding under the Companys $100.0 million revolving
credit agreement, and the Company was in compliance with all of its compliance
provisions.

5.  Income Taxes

Income tax expense for the
first quarter of 2003 has been provided for based on an estimated 32.5%
effective tax rate expected to be applicable for the full 2003 fiscal year. The
effective income tax rate differs from applying the statutory federal income tax
rate of 35% to pre-tax earnings primarily due to employee FICA tip tax credits
(a reduction in income tax expense) and work opportunity tax credits partially
offset by state income taxes.

6.    Earnings Per Share

Basic earnings per common
share equals net earnings divided by the weighted average number of common
shares outstanding and does not include the dilutive effect of stock options or
restricted stock. Diluted earnings per common share equals net earnings divided
by the weighted average number of common shares outstanding, after giving effect
to dilutive stock options and restricted stock. A reconciliation between basic
and diluted weighted average shares outstanding and the related earnings per
share calculation is presented below (in thousands, except per share amounts):

`13 Weeks Ended
                                                                                --------------
                                                                        March 30,             March 31,
                                                                          2003                  2002
                                                                          ----                  ----
Net earnings                                                             $11,701               $9,735
                                                                         =======              =======
Basic weighted average shares outstanding                                 21,913               21,477
Dilutive effect of stock options                                           1,054                1,196
Dilutive effect of restricted stock                                          106                   85
Diluted weighted average shares outstanding                               23,073               22,758
                                                                         =======              =======
Basic earnings per common share                                          $  0.53              $  0.45
                                                                         =======              =======
Diluted earnings per common share                                        $  0.51              $  0.43
                                                                         =======              =======`

7.  Derivative Instruments and Comprehensive Income

In 2002 and prior years,
the Company used an interest rate swap agreement to effectively fix the interest
rate on variable rate borrowings under the Companys $100.0 million
revolving credit facility. This interest rate swap agreement was classified as a
hedge of a cash flow exposure and, accordingly, the initial fair value and
subsequent changes therein was reported as a component of other comprehensive
loss and subsequently reclassified into earnings when the forecasted cash flows
affect earnings. Concurrent with the November 2002 amendment and extension of
the Companys $100.0 million revolving credit facility, all amounts
outstanding under the credit facility were repaid and the interest rate swap
agreement was terminated.

For the quarter ended March
30, 2003, there was no difference between the Companys net earnings and
comprehensive income. A reconciliation of net earnings and total comprehensive
income for the fiscal 2002 period is as follows (in thousands):

`13 Weeks Ended
                                                                         --------------
                                                                           March 31,
                                                                              2002
                                                                              ----
        Net earnings                                                         $9,735
        Change in unrealized loss from interest
          rate swap agreement                                                    80
                                                                            -------
        Total comprehensive income                                           $9,815
                                                                            =======`

# Item 2.     Management's Discussion and Analysis of
                 Financial Condition and Results of Operations

Results of OperationsFirst quarter 2003 compared to first quarter 2002

Revenues

The Company currently
derives all of its revenues from restaurant sales and franchise revenues. Total
revenues increased 13.0% to approximately $164.1 million for the first quarter
of 2003 compared to approximately $145.3 million for the first quarter of 2002.

Same store sales
comparisons for each of the Companys restaurant concepts for the first
quarter of 2003, consist of sales at restaurants opened prior to June 30, 2001.

# LongHorn Steakhouse:

Sales in the LongHorn
Steakhouse restaurants increased 13.7% to approximately $118.7 million for the
first quarter of 2003 compared to approximately $104.4 million for the first
quarter of 2002. The increase reflects a 9.3% increase in restaurant operating
weeks in the first quarter of 2003 as compared to the same period of the prior
year, resulting from an increase in the restaurant base from 160 LongHorn
Steakhouse restaurants at the end of the first quarter of 2002 to 174 at the end
of the first quarter of 2003. Average weekly sales for all LongHorn Steakhouse
restaurants in the first quarter of 2003 were $53,163, a 4.0% increase as
compared to $51,120 for the first quarter of 2002. Same store sales for the
comparable LongHorn Steakhouse restaurants increased 3.1% in the first quarter
of 2003, as compared to the same period in 2002, due to an increase in average
check. Average weekly sales increased at a greater rate than same store sales
due to the strong performance of newer LongHorn Steakhouse restaurants not
currently in the same store sales base.

# The Capital Grille:

Sales in The Capital Grille
restaurants increased 7.3% to approximately $23.5 million for the first quarter
of 2003, compared to approximately $21.9 million for the same period in 2002.
The increase reflects a 7.3% increase in same store sales during the first
quarter of 2003. Restaurant operating weeks in the first quarter of 2003 were
level with the same period of the prior year. Average weekly sales for all The
Capital Grille restaurants in the first quarter of 2003 were $120,279, a 7.3%
increase, as compared to $112,075 for the comparable period in 2002. The
increase in sales at The Capital Grille restaurants was primarily driven by
increases in guest counts.

# Bugaboo Creek Steak House:

Sales in the Bugaboo Creek
Steak House restaurants increased 17.3% to approximately $20.2 million for the
first quarter of 2003, compared to approximately $17.2 million for the same
period in 2002. The increase reflects a 15.8% increase in restaurant operating
weeks in the first quarter of 2003 as compared to the prior year, resulting from
the increase in the restaurant base from 19 Bugaboo Creek Steak House
restaurants at the end of the first quarter of 2002 to 22 at the end of the
first quarter of 2003. The increase also reflects a 1.3% increase in average
weekly sales for all Bugaboo Creek Steak House restaurants in the first quarter
of 2003 to $70,753, from average weekly sales of $69,824 for the comparable
period of 2002. Same store sales for the comparable Bugaboo Creek Steak House
restaurants in the first quarter of 2003 increased 0.6% as compared to the same
period in 2002, due to an increase in average check partially offset by a
decrease in customer counts. 19 of the 22 Bugaboo Creek Steak House restaurants
in operation were directly impacted by severe winter weather during the first
quarter of 2003.

# Franchise Revenue:

Franchise revenues
increased to $91,000 for the first quarter of 2003, from $85,000 for the same
period in 2002.

# Costs and Expenses

Cost of restaurant sales as
a percentage of restaurant sales decreased to 35.7% for the first quarter of
2003 from 36.4% for the same period of 2002. Favorable contract pricing on
protein products in 2003, significantly higher produce costs in 2002,
particularly with respect to lettuce, as well as a 1.0% menu price increase at
LongHorn Steakhouse in November 2002, contributed to this favorable cost of
sales comparison. The Company is currently under fixed price contracts with
respect to approximately 75-80% of its protein products for the remainder of
2003 and into early 2004. Many of the food products, other than protein
products, purchased by the Company are affected by commodity pricing and are,
therefore, subject to price volatility caused by weather, production problems,
delivery difficulties and other factors, which are outside the control of the
Company.

Restaurant operating
expense as a percentage of restaurant sales increased to 43.0% for the first
quarter of 2003 as compared to 42.9% for the same period of 2002. This increase
as a percentage of restaurant sales was due to increases in utility cost in
2003, which were partially offset by favorable comparisons in operating costs.
Restaurant depreciation decreased to approximately 3.8% of restaurant sales in
the first quarter of 2003 from approximately 4.0% of restaurant sales in the
corresponding period of the prior year due to the favorable leveraging effect of
higher average weekly sales.

Pre-opening expense for the
first quarter of 2003 was $1,057,000, a slight increase from approximately
$914,000 in the same period of the prior year.

General and administrative
expenses as a percentage of total revenues increased to 6.0% for the first
quarter of 2003 as compared to 5.8% for the corresponding period of the prior
year. This increase is primarily due to the full quarter impact in 2003 of new
hires in 2002 and to full bonus accruals in 2003 as compared to only partial
accruals in 2002.

As a result of the
relationships between revenues and expenses discussed above, the Companys
operating income increased to approximately $17.7 million for the first quarter
of 2003 from approximately $15.2 million for the corresponding period of the
prior year.

Interest expense, net
decreased to $246,000 in the first quarter of 2003 from $449,000 in the same
period of the prior year. The decrease in interest expense is due to the fourth
quarter 2002 repayment of all amounts outstanding under the Companys
revolving credit facility.

Minority interest expense
decreased to $118,000 for the first quarter of 2003 from $180,000 for the same
period of the prior year, primarily due to the effect of the Companys
acquisition of joint venture partners interest in five restaurants
subsequent to the first quarter of 2002.

Income tax expense for the
first quarter of 2003 was 32.5% of earnings before income taxes, based on a
32.5% effective tax rate expected to be applicable for the full 2003 fiscal
year. This compares to 33.0% of earnings before income taxes for the first
quarter of 2002. The Companys effective income tax rate differs from
applying the statutory federal income tax rate of 35% to pre-tax income,
primarily due to employee FICA tip tax credits and work opportunity tax credits
partially offset by state income taxes.

Net earnings increased to
$11.7 million for the first quarter of 2003 from net earnings of $9.7 million
for the first quarter of 2002, reflecting the net effect of the items discussed
above.

# Liquidity and Capital Resources:

The Company requires
capital primarily for the development of new restaurants, selected acquisitions
and the remodeling of existing restaurants. During the first quarter of 2003 the
Companys principal sources of working capital were cash provided by
operating activities ($5.3 million) and proceeds from the exercise of employee
stock options ($2.8 million). For the first quarter of 2003, the principal use
of working capital was capital expenditures ($15.0 million) for new and improved
facilities.

The Company intends to open
20 to 21 LongHorn Steakhouse restaurants, one or two The Capital Grille
restaurants and two or three Bugaboo Creek Steak House restaurants in fiscal
year 2003. The Company estimates that its capital expenditures for fiscal year
2003 will be approximately $75-80 million. During the first quarter of 2003, the
Company opened five LongHorn Steakhouse restaurants and closed one LongHorn
Steakhouse restaurant in conjunction with the expiration of its real estate
lease. Management believes that available cash, cash provided by operations, and
available borrowings under the Companys $100.0 million revolving credit
facility will provide sufficient funds to finance the Companys expansion
plans through the year 2005.

Since substantially all
sales in the Companys restaurants are for cash, and accounts payable are
generally due in seven to 30 days, the Company operates with little or negative
working capital.

# Forward-Looking Statements

Statements contained in
this report concerning liquidity and capital resources and future operating
results contain certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These statements include
statements regarding the intent, belief or current expectations of the Company
and members of its management team, as well as assumptions on which such
statements are based. All forward-looking statements in this Form 10-Q are based
upon information available to the Company on the date of this report.
Forward-looking statements involve a number of risks and uncertainties, and in
addition to the factors discussed elsewhere in this Form 10-Q, other factors
that could cause actual results, performance or developments to differ
materially from those expressed or implied
by those forward-looking statements include the following: failure of facts to
conform to necessary management estimates and assumptions; the Companys
ability to identify and secure suitable locations for new restaurants on
acceptable terms, open the anticipated number of new restaurants on time and
within budget, achieve anticipated rates of same store sales, hire and train
additional restaurant personnel and integrate new restaurants into its
operations; the continued implementation of the Companys business
discipline over a large restaurant base; unexpected increases in cost of sales
or employee, pre-opening or other expenses; the economic conditions in the new
markets into which the Company expands and possible uncertainties in the
customer base in these areas; fluctuations in quarterly operating results;
seasonality; changes in customer dining patterns; the impact of any negative
publicity or public attitudes related to the consumption of beef; disruption of
established sources of product supply or distribution; competitive pressures
from other national and regional restaurant chains; business conditions, such as
inflation or a recession, or other negative effect on dining patterns, or some
other negative effect on the economy, in general, including (without limitation)
war, insurrection and/or terrorist attacks on United States soil; growth in the
restaurant industry and the general economy; changes in monetary and fiscal
policies, laws and regulations; and the risks identified from time to time in
the Companys SEC reports, including the Companys Annual Report on
Form 10-K for 2002, registration statements and public announcements. The
Company undertakes no obligation to update or revise forward-looking statements
to reflect changed assumptions, the occurrence of unanticipated events or
changes to future operating results over time.

# Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

The Company may be exposed
to market risk from changes in interest rates on debt.

As of March 30, 2003, the
Company had no borrowings outstanding under its $100.0 million revolving credit
facility. Amounts outstanding under such credit facility bear interest at LIBOR
plus a margin of 1.25% to 1.75% (the applicable margin depending on
the Companys leverage ratio), or the administrative agents prime
rate of interest at the Companys option. Accordingly, the Company may be
exposed to the impact of interest rate movements. To achieve the Companys
objective of managing its exposure to interest rate changes, the Company may
from time to time use interest rate swaps.

# Investment Portfolio

The Company invests
portions of its excess cash, if any, in highly liquid investments. At March 30,
2003, the Company had $9.6 million in high-grade overnight repurchase
agreements, and $22.8 million in short-term investments in the form of federal,
state, and municipal bonds. As of March 30, 2003, the Company has classified all
short-term investments as trading securities. The market risk on such
investments is minimal due to their short-term nature.

# Item 4.  Controls and Procedures

In May 2003, an evaluation
was performed, under the supervision and with the participation of the
Companys management, including the Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the
Companys disclosure controls and procedures.  The Companys
evaluation tested controls and other procedures designed to ensure that
information required to be disclosed by the Company in the reports that we file
or submit under the Securities Exchange Act of 1934, as amended (the
Act), is recorded, processed, summarized and reported, within the time
periods specified in the Securities and Exchange Commissions rules and
forms. Based upon that evaluation, the Chief Executive Officer and the Chief
Financial Officer concluded that information required to be disclosed in the
Companys reports that it files or submits under the Act is accumulated and
communicated to management, including the Companys Chief Executive Officer
and Chief Financial Officer, appropriately and in a manner that allows for
timely decisions regarding required disclosure.

In addition, there have
been no significant changes in the Companys internal controls or in other
factors that could significantly affect these controls subsequent to the date of
their evaluation.

# Part II - Other Information

Item 1. Legal Proceedings

None

# Item 2.  Changes in Securities and Use of Proceeds

None

# Item 3. Defaults Upon Senior Securities

None

# Item 4. Submission of Matters to a Vote of Securities Holders

None

# Item 5. Other Information

None

# Item 6. Exhibits and Reports on Form 8-K

| | (a) | Exhibits Filed.
99.1 Written Statement of the Chief Executive Officer
99.2 Written Statement of the Chief Financial Officer
| | --- | ---------------------------------------------------------------------------------------------------------------------------

| | (b) | Reports filed on Form 8-K.
             None
| | --- | --------------------------------------------

---

# 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 by the undersigned, thereunto duly authorized.

`Date:    May 9, 2003                                  /s/ W. Douglas Benn
         ---------------                              ------------------------
                                                      W. Douglas Benn
                                                      Executive Vice President, Finance
                                                      and Chief Financial Officer
                                                      (Principal Financial and
                                                      Accounting Officer)`

---

# CERTIFICATIONS

I, Philip J. Hickey, Jr., certify that:

1. I have reviewed this annual report on Form 10-Q of RARE Hospitality International, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial information included in this
quarterly report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
designed such disclosure controls and procedures to ensure that material information relating to the
        registrant, including its consolidated subsidiaries, is made known to us by others within those
        entities, particularly during the period in which this quarterly report is being prepared;evaluated the effectiveness of the registrants disclosure controls and procedures as of a date
within 90 days prior to the filing date of this quarterly report (the Evaluation Date); andpresented in this quarterly report our conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;
5. designed such disclosure controls and procedures to ensure that material information relating to the
        registrant, including its consolidated subsidiaries, is made known to us by others within those
        entities, particularly during the period in which this quarterly report is being prepared;
6. evaluated the effectiveness of the registrants disclosure controls and procedures as of a date
within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and
7. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;
8. The registrants other certifying officer and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit committee of registrants board of directors (or
persons performing the equivalent function):
 all significant deficiencies in the design or operation of internal controls which could adversely
affect the registrants ability to record, process, summarize and report financial data and have identified
for the registrants auditors any material weaknesses in internal controls; andany fraud, whether or not material, that involves management or other employees who have a significant role
in the registrants internal controls; and
9. all significant deficiencies in the design or operation of internal controls which could adversely
affect the registrants ability to record, process, summarize and report financial data and have identified
for the registrants auditors any material weaknesses in internal controls; and
10. any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrants internal controls; and
11. The registrants other certifying officer and I have indicated in this quarterly report whether or
not there were significant changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.

`May 9, 2003                                    /s/ PHILIP J. HICKEY, JR.
                                                   -------------------------
                                                   Philip J. Hickey, Jr.
                                                   Chairman of the Board and
                                                   Chief Executive Officer`

---

I, W. Douglas Benn, certify that:

1. I have reviewed this annual report on Form 10-Q of RARE Hospitality International, Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this quarterly
report;
3. Based on my knowledge, the financial statements, and other financial information included in this
quarterly report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
4. The registrants other certifying officer and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
and we have:
designed such disclosure controls and procedures to ensure that material information relating to the
        registrant, including its consolidated subsidiaries, is made known to us by others within those
        entities, particularly during the period in which this quarterly report is being prepared;evaluated the effectiveness of the registrants disclosure controls and procedures as of a date
within 90 days prior to the filing date of this quarterly report (the Evaluation Date); andpresented in this quarterly report our conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;
5. designed such disclosure controls and procedures to ensure that material information relating to the
        registrant, including its consolidated subsidiaries, is made known to us by others within those
        entities, particularly during the period in which this quarterly report is being prepared;
6. evaluated the effectiveness of the registrants disclosure controls and procedures as of a date
within 90 days prior to the filing date of this quarterly report (the Evaluation Date); and
7. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and
procedures based on our evaluation as of the Evaluation Date;
8. The registrants other certifying officer and I have disclosed, based on our most recent
evaluation, to the registrants auditors and the audit committee of registrants board of directors (or
persons performing the equivalent function):
 all significant deficiencies in the design or operation of internal controls which could adversely
affect the registrants ability to record, process, summarize and report financial data and have identified
for the registrants auditors any material weaknesses in internal controls; andany fraud, whether or not material, that involves management or other employees who have a significant role
in the registrants internal controls; and
9. all significant deficiencies in the design or operation of internal controls which could adversely
affect the registrants ability to record, process, summarize and report financial data and have identified
for the registrants auditors any material weaknesses in internal controls; and
10. any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrants internal controls; and
11. The registrants other certifying officer and I have indicated in this quarterly report whether or
not there were significant changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation, including any corrective actions
with regard to significant deficiencies and material weaknesses.

`May 9, 2003                                       /s/ W. DOUGLAS BENN
                                                      -------------------
                                                      W. Douglas Benn
                                                      Executive Vice President, Finance and
                                                      Chief Financial Officer`