Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
WILT TOBY S
  2. Issuer Name and Ticker or Trading Symbol
OUTBACK STEAKHOUSE INC [OSI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O OUTBACK STEAKHOUSE, INC., 2202 N. WEST SHORE BLVD., 5TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
01/23/2006
(Street)

TAMPA, FL 33607
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $.01               30,000 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock Units ("PSU") (1) 01/23/2006   A   12.25     (2)(3)   (2)(3) Common Stock 12.25 $ 0 4,484.65 (3) D  
Phantom Stock Units ("PSU") (1) 01/24/2006   A   217.42     (2)(3)   (2)(3) Common Stock 217.42 $ 0 4,702.06 (3) D  
Stock Option (right to buy) $ 15             07/23/1998(4) 07/23/2007(4) Common Stock 45,000   45,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WILT TOBY S
C/O OUTBACK STEAKHOUSE, INC.
2202 N. WEST SHORE BLVD., 5TH FLOOR
TAMPA, FL 33607
  X      

Signatures

 /s/ Joseph J. Kadow, Attorney-in-Fact   01/24/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) The security converts to common stock on a one-to-one basis.
(2) The PSU were accrued under the Company's Deferred Compensation and Stock Plan ("Plan") and are settled 100% in the Company's common stock upon cessation as a director.
(3) Derivative securities beneficially owned at the end of the reported transaction include: (i) 568.70 PSU accrued in 1997 at prices ranging from $15.840 to $17.669; (ii) 416.68 PSU accrued in 1998 at prices ranging from $18.070 to $24.697; (iii) 336.37 PSU accrued in 1999 at prices ranging from $25.33 to $36.68; (iv) 378.49 PSU accrued in 2000 at prices ranging from $23.603 to $29.821; (v) 374.41 PSU accrued in 2001 at prices ranging from $24.85 to $27.98; (vi) 333.57 PSU accrued in 2002 at prices ranging from $28.00 to $37.38; (vii) 345.99 PSU accrued in 2003 at prices ranging from $33.82 to $38.64; (viii) 741.83 PSU accrued in 2004 at prices ranging from $40.38 to $48.36; (ix) 939.1 PSU accrued in 2005 at prices ranging from $39.71 to $46.05; and (x) 30.62 PSU accrued in 2006 at a price of $40.82, all such PSU are to be settled 100% in the Company's common stock upon cessation as a director of the Company.
(4) Currently exercisable. The option vested in three equal annual installments beginning on July 23, 1998.

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