# UNITED STATES

# 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 27, 2005

Commission file number
0-19924

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

|                                                                                                                                                                     |                                                                              
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------
|Georgia  (State or other jurisdiction of  incorporation or organization)       8215 Roswell Rd; Bldg. 600; Atlanta, GA      (Address of principal executive offices) | 58-1498312 (I. R. S. Employer Identification No.)        30350     (Zip Code)

(770) 399-9595 
(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.

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 3, 2005, there were
34,299,728 shares of common stock of the Registrant outstanding.

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RARE Hospitality
International, Inc. and Subsidiaries

Index

|                                                                                                                                  | Page
|--------------------------------------------------------------------------------------------------------------------------------- | ----
|Part I - Financial Information                                                                                                    |     
|                                                                                                                                  |     
|Item 1. Consolidated Financial Statements:                                                                                        |     
|                                                                                                                                  |     
|Consolidated Balance Sheets as of                          March 27, 2005 and December 26, 2004                                   | 1   
|                                                                                                                                  |     
|Consolidated Statements of Operations for the                          quarters ended March 27, 2005 and March 28, 2004           | 2   
|                                                                                                                                  |     
|Consolidated Statement of Shareholders' Equity                          for the quarter ended March 27, 2005                      | 3   
|                                                                                                                                  |     
|Condensed Consolidated Statements of Cash Flows                          for the quarters ended March 27, 2005 and March 28, 2004 | 4   
|                                                                                                                                  |     
|Notes to the Consolidated Financial Statements                                                                                    | 5-7 
|                                                                                                                                  |     
|Item 2.
Management's Discussion and Analysis of                     Financial Condition and Results of Operations                 | 7-9 
|                                                                                                                                  |     
|Item 3.
Quantitative and Qualitative Disclosures About Market Risk                                                                | 9   
|                                                                                                                                  |     
|Item 4.
Controls and Procedures                                                                                                   | 9   
|                                                                                                                                  |     
|Part II - Other Information                                                                                                       |     
|                                                                                                                                  |     
|Item 1.
Legal Proceedings                                                                                                         | 10  
|                                                                                                                                  |     
|Item 2.
Changes in Securities and Use of Proceeds                                                                                 | 10  
|                                                                                                                                  |     
|Item 3.
Defaults Upon Senior Securities                                                                                           | 10  
|                                                                                                                                  |     
|Item 4.
Submission of Matters to a Vote of Securities Holders                                                                     | 10  
|                                                                                                                                  |     
|Item 5.
Other Information                                                                                                         | 10  
|                                                                                                                                  |     
|Item 6.
Exhibits and Reports on Form 8-K                                                                                          | 10  
|                                                                                                                                  |     
|Signatures                                                                                                                        | 10  

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

|                                                    | March 27,2005 | December 26,2004
|--------------------------------------------------- | ------------- | ----------------
|Assets                                              |               |                 
|                                                   
|Current assets:                                     |               |                 
|Cash and cash equivalents                           |               |                 
|Short-term investments                              |               |                 
|Accounts receivable                                 |               |                 
|Inventories                                         |               |                 
|Prepaid expenses                                    |               |                 
|Refundable income taxes                             |               |                 
|Deferred income taxes                               |               |                 
|                                                    |               |                 
|Total current assets                                |               |                 
|Property & equipment, less accumulated depreciation |               |                 
|and amortization of $180,070 in 2005 and $171,305   |               |                 
|in 2004                                             |               |                 
|Goodwill                                            |               |                 
|Other                                               |               |                 
|                                                    |               |                 
|Total assets                                        |               |                 
|                                                    |               |                 
|Liabilities and Shareholders' Equity                |               |                 
|Current liabilities:                                |               |                 
|Accounts payable                                    |               |                 
|Accrued expenses                                    |               |                 
|Income taxes payable                                |               |                 
|Current installments of obligations under           |               |                 
|capital leases                                      |               |                 
|                                                    |               |                 
|Total current liabilities                           |               |                 
|Obligations under capital leases, net               |               |                 
|of current installments                             |               |                 
|Deferred income taxes                               |               |                 
|Other                                               |               |                 
|                                                    |               |                 
|Total liabilities                                   |               |                 
|Minority interest                                   |               |                 
|Shareholders' equity:                               |               |                 
|Preferred stock                                     |               |                 
|Common stock                                        |               |                 
|Unearned compensation-restricted stock              |               |                 
|Retained earnings                                   |               |                 
|Treasury stock at cost; 593 shares in 2005 and 2004 |               |                 
|                                                    |               |                 
|Total shareholders' equity                          |               |                 
|                                                    |               |                 
|Total liabilities and shareholders' equity          |               |                 
|                                                    |               |                 
|                                                    |               |                 

See accompanying notes to consolidated financial statements

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

|                                            | Quarter Ended
|------------------------------------------- | -------------
|
|Revenues:                                   |              
|Restaurant sales:                           |              
|LongHorn Steakhouse                         |              
|The Capital Grille                          |              
|Bugaboo Creek Steak House                   |              
|Specialty concepts                          |              
|                                            |              
|Total restaurant sales                      |              
|Franchise revenues                          |              
|                                            |              
|Total revenues                              |              
|                                            |              
|Costs and expenses:                         |              
|Cost of restaurant sales                    |              
|Operating expenses - restaurants            |              
|Depreciation and amortization - restaurants |              
|Pre-opening expense - restaurants           |              
|General and administrative expenses         |              
|                                            |              
|Total costs and expenses                    |              
|                                            |              
|Operating income                            |              
|Interest expense, net                       |              
|Minority interest                           |              
|                                            |              
|Earnings before income taxes                |              
|Income tax expense                          |              
|                                            |              
|Net earnings                                |              
|                                            |              
|Weighted average common shares outstanding: |              
|Basic                                       |              
|                                            |              
|Diluted                                     |              
|                                            |              
|Basic earnings per common share             |              
|                                            |              
|Diluted earnings per common share           |              
|                                            |              

See accompanying notes to consolidated financial statements

---

RARE Hospitality International, Inc. and Subsidiaries 
Consolidated Statement of Shareholders Equity 
For the quarter ended March 27, 2005 
(In thousands, unaudited)

|                               | Common Stock |  |  |        | 
|------------------------------ | ------------ |  |  | ------ | 
|
|Balance, December 26, 2004     |              |  |  | 34,802 | 
|Net earnings and total         |              | 
|comprehensive income           |              |  |  | --     | 
|Amortization of restricted     |              | 
|stock                          |              |  |  | --     | 
|Issuance of shares pursuant    |              | 
|to restricted stock award      |              |  |  | 12     | 
|Issuance of shares pursuant to |              | 
|exercise of stock options      |              |  |  | 150    | 
|Tax benefit of stock options   |              | 
|exercised                      |              |  |  | --     | 
|                               |              |  |  |        | 
|Balance, March 27, 2005        |              |  |  | 34,964 | 
|                               |              |  |  |        | 
|                               |              | 

See accompanying notes to
consolidated financial statements

---

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

|                                                  | Quarter Ended
|------------------------------------------------- | -------------
|
|Cash flows from operating activities:             |              
|Net earnings                                      |              
|Adjustments to reconcile net earnings to          |              
|net cash provided by operating activities:        |              
|Depreciation and amortization                     |              
|Changes in working capital accounts               |              
|Minority interest                                 |              
|Deferred tax (benefit) expense                    |              
|Purchase of short-term investments                |              
|                                                  |              
|Net cash provided by operating activities         |              
|                                                  |              
|Cash flows from investing activities:             |              
|Purchase of property and equipment                |              
|                                                  |              
|Net cash used by investing activities             |              
|                                                  |              
|Cash flows from financing activities:             |              
|Proceeds from exercise of stock options           |              
|Distributions to minority partners                |              
|Increase in bank overdraft included in accounts   |              
|payable and accrued liabilities                   |              
|Principal payments on capital leases              |              
|                                                  |              
|Net cash provided by financing activities         |              
|                                                  |              
|Net decrease in cash and cash equivalents         |              
|Cash and cash equivalents, beginning of period    |              
|                                                  |              
|Cash and cash equivalents, end of period          |              
|                                                  |              
|Supplemental disclosure of cash flow information  |              
|Cash paid for income taxes                        |              
|                                                  |              
|Cash paid for interest net of amounts capitalized |              
|                                                  |              
|Supplemental disclosure of non-cash financing and |              
|investing activities:                             |              
|Assets acquired under capital lease          $    |              
|                                                  |              
|                                                  |              

See accompanying notes to consolidated financial statements

---

# 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 27, 2005 and December 26, 2004 and for the quarters ended March 27, 2005 and March
28, 2004 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 26, 2004.

The Company records revenues for
normal recurring sales upon the performance of services. Revenues from the sale of
franchises are recognized as income when substantially all of the Companys material
obligations under the franchise agreement have been performed. Continuing royalties, which
are a percentage of net sales of franchised restaurants, are accrued as income when
earned.

The Company operates on a 52 or 53
week fiscal year ending on the last Sunday in December. The fiscal quarters ended March
27, 2005 and March 28, 2004 each contained 13 weeks and are referred to hereafter as the
first quarter of 2005 and the first quarter of 2004, respectively.

Certain prior period amounts in the
accompanying Consolidated Balance Sheet and Condensed Consolidated Statement of Cash Flows
have been reclassified to conform to the presentation in fiscal 2005.  These
reclassifications had no effect on the Companys Consolidated Statements of
Operations.

# 2. New Accounting
Pronouncements

In December 2004, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standard No. 123
(revised 2004), Share-Based Payment, (SFAS 123R). SFAS 123R is a revision of
SFAS No. 123, Accounting for Stock Based Compensation. Among other items, SFAS
123R eliminates the use of the intrinsic value method of accounting, and requires
companies to recognize the cost of awards of equity instruments granted in exchange for
employee services received, based on the grant date fair value of those awards, in the
financial statements. The effective date of SFAS 123R was the first interim period
beginning after June 15, 2005; however, on April 14, 2005, the Securities and Exchange
Commission announced that the effective date of SFAS 123R was postponed until the first
annual period beginning after June 15, 2005.

SFAS 123R permits companies to adopt
its requirements using either a modified prospective method, or a
modified retrospective method. Under the modified prospective
method, compensation cost is recognized in the financial statements beginning with the
effective date, based on the requirements of SFAS 123R for all share-based payments
granted after that date, and based on the requirements of SFAS 123 for all unvested awards
granted prior to the effective date of SFAS 123R. Under the modified
retrospective method, the requirements are the same as under the modified
prospective method, but this method also permits entities to restate financial
statements of previous periods based on proforma disclosures made in accordance with SFAS
123.

The Company currently utilizes the
Black-Scholes option-pricing model to measure the fair value of stock options granted to
employees. While SFAS 123R permits entities to continue to use this model, the standard
also permits the use of a lattice model. SFAS 123R also requires that the
benefits associated with the tax deductions in excess of recognized compensation cost be
reported as a financing cash flow, rather than as an operating cash flow as required under
current literature. This requirement will reduce net operating cash flows and increase net
financing cash flows in periods after the effective date. These future amounts cannot be
estimated because they depend on, among other things, when employees exercise stock
options.

As disclosed in Note 3, compensation
cost for stock options for which the requisite future service has not yet taken place is
disclosed as a proforma expense by applying the provisions of SFAS 123. The proforma
application of SFAS 123 had a dilutive effect of approximately $0.03 per diluted share in
the first quarter of 2005 and is expected to have a proforma dilutive effect of
approximately $0.03 to $0.04 per diluted share in each of the remaining quarters of 2005.
Compensation cost for stock options vesting beginning in fiscal 2006, and all restricted
stock, will be expensed in accordance with the provisions of SFAS 123R, which will be
effective for the Company at the beginning of fiscal 2006. Management is currently
analyzing the implementation alternatives and requirements and is evaluating the impact of
the adoption of this Standard on the Companys consolidated financial statements.

# 3. Shareholders
Equity and Stock Based Compensation

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 (in thousands, except per share data):

|                                                   | Quarter Ended
|-------------------------------------------------- | -------------
|
|Net earnings, as reported                          |              
|Stock-based compensation expense determined        |              
|under fair value method for all awards, net of tax |              
|                                                   |              
|Proforma net earnings                              |              
|                                                   |              
|Earnings per share:                                |              
|Basic - as reported                                |              
|                                                   |              
|Basic - proforma                                   |              
|                                                   |              
|Diluted - as reported                              |              
|                                                   |              
|Diluted - proforma                                 |              
|                                                   |              
|                                                   |              

# 4. Long-Term Debt

At March 27, 2005, no borrowings were
outstanding under the Companys $100.0 million revolving credit agreement, and the
Company was in compliance with all of its debt covenant provisions. Interest expense is
reported net of $256,000 and $119,000 of interest income in the first quarter of 2005 and
2004, respectively. Interest capitalized in the first quarter of 2005 and 2004 was
$343,000 and $417,000, respectively.

# 5. Income Taxes

Income tax expense for the first
quarter of 2005 has been provided for based on an estimated 33.25% effective tax rate
expected to be applicable for the full 2005 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 and work opportunity tax credits (both are
a reduction in income tax expense) 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):

|                                            | Quarter Ended
|------------------------------------------- | -------------
|
|Net earnings                                |              
|                                            |              
|Basic weighted average shares outstanding   |              
|Dilutive effect of stock options            |              
|Dilutive effect of restricted stock         |              
|                                            |              
|Diluted weighted average shares outstanding |              
|                                            |              
|Basic earnings per common share             |              
|                                            |              
|Diluted earnings per common share           |              
|                                            |              
|                                            |              

# 7. Comprehensive Income

For the quarters ended March 27, 2005
and March 28, 2004, there was no difference between the Companys net earnings and
comprehensive income.

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

# Results of Operations

First quarter 2005
compared to first quarter 2004

# Revenues

The Company currently derives all of
its revenues from restaurant sales and franchise revenues. Total revenues increased 14.3%
to approximately $230.0 million for the first quarter of 2005 compared to approximately
$201.1 million for the first quarter of 2004.

Same store sales comparisons for each
of the Companys restaurant concepts for the first quarter of 2005, consist of sales
at restaurants opened prior to June 30, 2003.

LongHorn Steakhouse:

Sales in the LongHorn Steakhouse
restaurants increased 13.8% to approximately $165.2 million for the first quarter of 2005
compared to approximately $145.2 million for the first quarter of 2004. The increase
reflects a 12.5% increase in restaurant operating weeks in the first quarter of 2005 as
compared to the same period of the prior year, resulting from an increase in the
restaurant base from 194 LongHorn Steakhouse restaurants at the end of the first quarter
of 2004 to 217 at the end of the first quarter of 2005. Average weekly sales for all
LongHorn Steakhouse restaurants in the first quarter of 2005 were $59,294, a 1.2% increase
as compared to $58,602 for the first quarter of 2004. Same store sales for the comparable
LongHorn Steakhouse restaurants increased 1.8% in the first quarter of 2005, as compared
to the same period in 2004, due to approximately equal increases in guest counts and
average check.

The Capital Grille:

Sales in The Capital Grille
restaurants increased 28.7% to approximately $38.4 million for the first quarter of 2005,
compared to approximately $29.8 million for the same period in 2004. The increase reflects
a 17.6% increase in restaurant operating weeks in the first quarter of 2005 as compared to
the same period of the prior year, resulting from an increase in the restaurant base from
17 The Capital Grille restaurants at the end of the first quarter of 2004 to 20 at the end
of the first quarter of 2005. Average weekly sales for all The Capital Grille restaurants
in the first quarter of 2005 were $147,662, a 9.4% increase, as compared to $135,008 for
the comparable period in 2004. Same store sales for the comparable The Capital Grille
restaurants increased 5.7% in the first quarter of 2005 as compared to the same period in
2004 primarily due to an increase in average check and, to a lesser extent, an increase in
guest counts.

Bugaboo Creek Steak House:

Sales in the Bugaboo Creek Steak
House restaurants increased 1.4% to approximately $24.6 million for the first quarter of
2005, compared to approximately $24.3 million for the same period in 2004. The increase
reflects an 8.1% increase in restaurant operating weeks in the first quarter of 2005 as
compared to the prior year, resulting from the increase in the restaurant base from 26
Bugaboo Creek Steak House restaurants at the end of the first quarter of 2004 to 28 at the
end of the first quarter of 2005. The sales increase from the additional restaurants was
partially offset by a 6.2% decrease in average weekly sales for all Bugaboo Creek Steak
House restaurants in the first quarter of 2005 to $68,240, from average weekly sales of
$72,713 for the comparable period of 2004. Same store sales for the comparable Bugaboo
Creek Steak House restaurants in the first quarter of 2005 decreased 4.5% as compared to
the same period in 2004 due to a decrease in customer counts and, to a lesser extent,
decreases in average check.

Franchise Revenue:

Franchise  revenues  decreased  slightly to $97,000 for the first quarter of 2005, from $99,000 for the same
period in 2004.

Costs and Expenses

Cost of restaurant sales as a
percentage of restaurant sales increased to 36.4% for the first quarter of 2005 from 36.1%
for the same period of 2004. Increased contract pricing on commodities in 2005,
particularly higher pricing with respect to new beef contracts, was partially offset by a
2% to 3% increase in menu prices. The Company is currently under fixed price contracts
with respect to approximately 85% to 90% of its protein products for the remainder of 2005
and into early 2006. The Company expects its cost of restaurant sales as a percentage of
restaurant sales in 2005 to be higher than the comparable quarter of 2004 by 0.1% to 0.2%
for the last three quarters of 2005. 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 43.6% for the first quarter of 2005 as
compared to 42.6% for the same period of 2004. This increase, as a percentage of
restaurant sales, was primarily due to greater labor costs, which include the impact of
higher unemployment taxes and increases in minimum wage rates, higher utility costs as a
percentage of sales, and operating inefficiencies due to more extreme winter weather as
compared to the first quarter of 2004.

Restaurant depreciation was
approximately 3.6% of restaurant sales in both the first quarter of 2005 and 2004.

Pre-opening expense for the first
quarter of 2005 increased slightly to $1,627,000, from $1,594,000 in the same period of
the prior year. The amounts charged to pre-opening expense in any period are dependent
upon the number of restaurants to be opened and the restaurant concept.

General and administrative expenses
as a percentage of total revenues decreased to 5.4% for the first quarter of 2005 as
compared to 5.8% for the corresponding period of the prior year. This decrease is
primarily associated with lower management bonus accruals and, to a lesser extent, by
greater leverage of fixed and semi-fixed expenses resulting from increased sales at
existing restaurants.

As a result of the relationships
between revenues and expenses discussed above, the Companys operating income
increased to approximately $23.5 million for the first quarter of 2005 from approximately
$22.4 million for the corresponding period of the prior year.

Interest expense, net increased to
$257,000 in the first quarter of 2005 from $116,000 in the same period of the prior year.
The increase in interest expense, net is primarily due to the interest expense associated
with new capital lease obligations partially offset by an increase in the dollar amount of
interest income. This offset in 2005 was higher than in 2004 due to an increase in
interest income earned on investments.

Minority interest expense increased
to $126,000 for the first quarter of 2005 from $109,000 for the same period of the prior
year.

Income tax expense for the first
quarter of 2005 was 33.25% of earnings before income taxes, based on the effective tax
rate expected to be applicable for the full 2005 fiscal year. This compares to 33.25% of
earnings before income taxes for the first quarter of 2004. 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 $15.5
million for the first quarter of 2005 from net earnings of $14.8 million for the first
quarter of 2004, reflecting the net effect of the items discussed above.

# Outlook for Future
Operating Results

The Company expects 2005 diluted
earnings per common share in a range of $1.53 to $1.57. This level of earnings per common
share assumes same store sales increases for the full year of 2005 in a range of 3% to 4%
for LongHorn Steakhouse, 4% to 5% for The Capital Grille and 0% to 1% for Bugaboo Creek
Steak House, stock-based compensation expense of $0.02 per diluted share related to the
Companys recently adopted restricted stock plan, and the projected restaurant
openings discussed below.

# Liquidity and Capital
Resources:

The Company requires capital
primarily for the development of new restaurants, the remodeling of existing restaurants
and selected acquisitions. During the first quarter of 2005, the Companys principal
sources of working capital were cash provided by operating activities ($7.8 million), an
increase in checks outstanding ($2.0 million) and proceeds from the exercise of employee
stock options ($1.7 million). For the first quarter of 2005, the principal use of working
capital was capital expenditures ($17.8 million) for new and improved facilities.

The Company intends to open 26 or 27
LongHorn Steakhouse restaurants, three The Capital Grille restaurants and three Bugaboo
Creek Steak House restaurants in fiscal year 2005. The Company estimates that its capital
expenditures for fiscal year 2005 will be approximately $95 to $105 million. During the
first quarter of 2005, the Company opened seven LongHorn Steakhouse restaurants.
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 2006.

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 regarding financial and operating matters;
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 and growing
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; unusual weather patterns or events; changes in customer
dining patterns; the impact of any negative publicity or public attitudes related to the
consumption of beef; unforeseen increases in commodity pricing; disruption of established
sources of product supply or distribution; competitive pressures from other national and
regional restaurant chains; legislation affecting the restaurant industry; 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 2004, 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 27, 2005, 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 27, 2005, the Company had $8.7
million in high-grade overnight repurchase agreements, and $43.4 million in short-term
investments in the form of federal, state, and municipal bonds. As of March 27, 2005, 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 accordance with the Securities
Exchange Act Rule 13a-15, the Companys management, under the supervision of the
Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the
effectiveness of the design and operation of the Companys disclosure controls and
procedures as of the end of the period covered by this report. Based on that evaluation,
the Companys Chief Executive Officer and Chief Financial Officer concluded that the
design and operation of the Companys disclosure controls and procedures were
effective. To ensure that the information required to be disclosed by the Company in this
Quarterly Report on Form 10-Q was recorded, processed, summarized and reported within the
time periods specified in SEC rules and instructions for Form 10-Q. During the
Companys last fiscal quarter, there were no changes in internal controls over
financial reporting or in other factors that has materially affected, or is reasonably
likely to materially affect internal controls over financial reporting.

---

# Part II  Other
Information

# Item 1. Legal Proceedings

None

# Item 2.  Changes in Securities, Use of Proceeds and Issuer Repurchases of Equity Securities

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.

|31.1 | --  Certification of Principal Executive Officer pursuant to Rule 13a-14(a)
          of the Exchange Act.
|---- | ----------------------------------------------------------------------------------------------------------

|31.2 | --  Certification of Principal Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act.
|---- | ------------------------------------------------------------------------------------------------

|32.1 | --  Certification of Principal Executive Officer pursuant to 18 U.S.C.
          Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002. (1).
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|32.2 | --  Certification of Principal Financial Officer pursuant to 18 U.S.C.
          Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
          2002. (1).
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(1)    
          These exhibits are deemed to accompany this report and are not filed
          as part of the report.

(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.

|                |                                                                                                                             
|--------------- | ----------------------------------------------------------------------------------------------------------------------------
|May 5, 2005Date | /s/ W. Douglas Benn
W. Douglas BennExecutive Vice President, Finance andChief Financial Officer(Principal Financial Officer)

---

EXHIBIT 31.1

CERTIFICATION PURSUANT TO 
SECTION 302 OF THE 
SARBANES-OXLEY ACT OF 2002

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

|1. | I have reviewed this quarterly report on Form 10-Q of RARE Hospitality
                    International, Inc.;
|-- | ---------------------------------------------------------------------------------------------------------------

|2. |  | Based on my knowledge, this 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
report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. |  | Based on my knowledge, the financial statements, and other financial information
                    included in this 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 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-15(e) and 15d-15(e)) and internal control over financial
                    reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
                    registrant and have:
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(a) |  | Designed such disclosure controls and procedures, or caused such disclosure
          controls and procedures to be designed under our supervision, 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 report is being prepared;
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | Designed such internal control over financial reporting, or caused such internal
          control over financial reporting to be designed under our supervision, to
          provide reasonable assurance regarding the reliability of financial reporting
          and the preparation of financial statements for external purposes in accordance
          with generally accepted accounting principles;
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) |  | Evaluated the effectiveness of the registrants disclosure controls and
          procedures and presented in this report our conclusions about the effectiveness
          of the disclosure controls and procedures, as of the end of the period covered
          by this report based on such evaluation; and
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) |  | Disclosed in this report any change in the registrants internal control
          over financial reporting that occurred during the registrants most recent
          fiscal quarter (the registrants fourth fiscal quarter in the case of an
          annual report) that has materially affected, or is reasonably likely to
          materially affect, the registrants internal control over financial
          reporting; and
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. |  | The registrants other certifying officer and I have disclosed, based on
                    our most recent evaluation of internal control over financial reporting, to the
                    registrants auditors and the audit committee of the registrants
                    board of directors (or persons performing the equivalent functions):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(a) |  | All
                    significant deficiencies and material weaknesses in the design or operation of
                    internal control over financial reporting
which are reasonably likely to adversely affect the registrants ability to record,
process, summarize and report financial information; and
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | Any fraud, whether or not material, that involves management or other employees
          who have a significant role in the registrants internal control over
          financial reporting.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                |                                                                                               
|--------------- | ----------------------------------------------------------------------------------------------
|May 5, 2005Date | /s/ Philip J. Hickey, Jr.Philip J. Hickey, Jr.Chairman of the Board andChief Executive Officer

---

EXHIBIT 31.2

CERTIFICATION PURSUANT TO 
SECTION 302 OF THE 
SARBANES-OXLEY ACT OF 2002

I, W. Douglas Benn, certify that:

|1. | I have reviewed this quarterly report on Form 10-Q of RARE Hospitality
                    International, Inc.;
|-- | ---------------------------------------------------------------------------------------------------------------

|2. |  | Based on my knowledge, this 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
report;
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. |  | Based on my knowledge, the financial statements, and other financial information
                    included in this 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 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-15(e) and 15d-15(e)) and internal control over financial
                    reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
                    registrant and have:
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(a) |  | Designed such disclosure controls and procedures, or caused such disclosure
          controls and procedures to be designed under our supervision, 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 report is being prepared;
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | Designed such internal control over financial reporting, or caused such internal
          control over financial reporting to be designed under our supervision, to
          provide reasonable assurance regarding the reliability of financial reporting
          and the preparation of financial statements for external purposes in accordance
          with generally accepted accounting principles;
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) |  | Evaluated the effectiveness of the registrants disclosure controls and
          procedures and presented in this report our conclusions about the effectiveness
          of the disclosure controls and procedures, as of the end of the period covered
          by this report based on such evaluation; and
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(d) |  | Disclosed in this report any change in the registrants internal control
          over financial reporting that occurred during the registrants most recent
          fiscal quarter (the registrants fourth fiscal quarter in the case of an
          annual report) that has materially affected, or is reasonably likely to
          materially affect, the registrants internal control over financial
          reporting; and
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. |  | The registrants other certifying officer and I have disclosed, based on
                    our most recent evaluation of internal control over financial reporting, to the
                    registrants auditors and the audit committee of the registrants
                    board of directors (or persons performing the equivalent functions):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(a) |  | All
                    significant deficiencies and material weaknesses in the design or operation of
                    internal control over financial reporting
which are reasonably likely to adversely affect the registrants ability to record,
process, summarize and report financial information; and
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) |  | Any fraud, whether or not material, that involves management or other employees
          who have a significant role in the registrants internal control over
          financial reporting.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                |                                                                                               
|--------------- | ----------------------------------------------------------------------------------------------
|May 5, 2005Date | /s/ W. Douglas BennW. Douglas BennExecutive Vice President, Finance andChief Financial Officer

---

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 
RULE 13a-14(b) OF THE SECURITIES EXCHANGE ACT OF 1934 
AND 18 U.S.C. SECTION 1350

In connection with the quarterly
report of RARE Hospitality International, Inc. (the Registrant) on Form 10-Q
for the quarterly period ended March 27, 2005 as filed with the Securities and Exchange
Commission on the date hereof (the Report), I, Philip J. Hickey, Jr., Chief
Executive Officer of the Registrant, certify, in accordance with Rule 13a-14(b) of the
Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, that to the best of my
knowledge:

|(1) |  | The Report, to which this certification is attached as Exhibit 32.1, fully
          complies with the requirements of section 13(a) of the Securities Exchange Act
          of 1934; and
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | The information contained in the Report fairly presents, in all material
          respects, the financial condition and results of operations of the Registrant.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|                |                                                                                               
|--------------- | ----------------------------------------------------------------------------------------------
|May 5, 2005Date | /s/ Philip J. Hickey, Jr.Philip J. Hickey, Jr.Chairman of the Board andChief Executive Officer

---

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 
RULE 13a-14(b) OF THE SECURITIES EXCHANGE ACT OF 1934 
AND 18 U.S.C. SECTION 1350

In connection with the quarterly
report of RARE Hospitality International, Inc. (the Registrant) on Form 10-Q
for the quarterly period ended March 27, 2005 as filed with the Securities and Exchange
Commission on the date hereof (the Report), I, W. Douglas Benn, Executive Vice
President, Finance and Chief Financial Officer of the Registrant, certify, in accordance
with Rule 13a-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350,
that to the best of my knowledge:

|(1) |  | The Report, to which this certification is attached as Exhibit 32.1, fully
          complies with the requirements of section 13(a) of the Securities Exchange Act
          of 1934; and
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | The information contained in the Report fairly presents, in all material
          respects, the financial condition and results of operations of the Registrant.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------

|                |                                                                                               
|--------------- | ----------------------------------------------------------------------------------------------
|May 5, 2005Date | /s/ W. Douglas BennW. Douglas BennExecutive Vice President, Finance andChief Financial Officer