OUTBACK STEAKHOUSE, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON APRIL 21, 2004

     Notice is hereby given that the Annual Meeting of Stockholders of OUTBACK STEAKHOUSE, INC. (the “Company”) will be held at the A la Carte Event Pavilion, 4050-B Dana Shores Drive, Tampa, Florida 33634, on Wednesday, April 21, 2004 at 10:00 A.M., Tampa time, for the following purposes:

     Only stockholders of record at the close of business on February 27, 2004 are entitled to notice of and to vote at the meeting or any adjournment or postponement of the meeting.

Stockholders are urged to complete, date and sign the enclosed proxy and return it in the enclosed postage-paid envelope.

Table of Contents

OUTBACK STEAKHOUSE, INC.

PROXY STATEMENT

     This statement is furnished in connection with the solicitation of proxies for use at the Annual Meeting of Stockholders of OUTBACK STEAKHOUSE, INC., a Delaware corporation (the “Company”), to be held on Wednesday, April 21, 2004 at 10:00 A.M., Tampa time, at the A la Carte Event Pavilion, 4050-B Dana Shores Drive, Tampa, Florida 33634, and at any adjournment or postponement of the meeting (“Annual Meeting”). This solicitation is being made by the Board of Directors. The Notice of Annual Meeting, this statement and the accompanying proxy, together with the Company’s Annual Report to Stockholders for the year ended December 31, 2003, are first being sent to stockholders on or about March 19, 2004.

     The close of business on February 27, 2004 has been fixed as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting. At that date, the Company had outstanding 74,600,982 shares of Common Stock, $.01 par value (“Common Stock”), each of which will be entitled to one vote.

GOVERNANCE OF THE COMPANY

     On January 28, 2004, the Board of Directors (the “Board”) adopted Corporate Governance Guidelines. The Board has three standing committees: an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee (collectively, the “Committees”). The Corporate Governance Guidelines and the charters for each Committee of the Board may be viewed in full text on the Company’s website located at: http://www.outback.com/corporategovernance. In addition, the Board adopted a Code of Ethics for Senior Financial Officers and a Code of Business Conduct and Ethics for its directors, officers and employees. These Codes may be viewed in full text on the Company’s website located at: http://www.outback.com/corporategovernance.

Independence of Directors

     Effective as of the Annual Meeting and assuming the election of the nominees, the Board will consist of nine persons, of whom a majority is independent. The Board has determined that the following five directors have no material relationship with the Company and satisfy the requirements to be considered “independent” as defined in the applicable rules of the New York Stock Exchange (“NYSE”): John A. Brabson, Jr., Debbi Fields, William R. Carey, Jr., Thomas A. James and Toby S. Wilt. The Board has determined that Thomas A. James is an Audit Committee Financial Expert within the meaning of Item 401 (h) of Regulation S-K of the Securities Exchange Act of 1934 (the “Exchange Act”).

Nominating and Corporate Governance Committee

     The members of the Nominating and Corporate Governance Committee during 2003 were Messrs. Brabson, Carey and Wilt. Mr. Brabson serves as Chairman of the Nominating and Corporate Governance Committee. The primary duties and responsibilities of the Nominating and Corporate Governance Committee are to determine (in

consultation with the full Board) the desired skills and characteristics for Board members as well as the composition of the Board as a whole; make recommendations to the Board regarding all nominees for Board membership and recommend to the Board a slate of nominees for election at the Annual Meeting of stockholders; recommend to the Board directors to serve on the Board’s Committees and as Chairpersons of the Committees; develop and oversee annual performance reviews of the Board and its Committees; evaluate potential successors to the position of CEO and oversee succession planning; review and assess the adequacy of the Corporate Governance Guidelines and advise the Board on corporate governance matters.

     In evaluating and selecting nominees for Board membership, the Nominating and Corporate Governance Committee considers the nominee’s qualification as independent and the diversity, age, skill and experience of the nominee in the context of the needs of the Board as a whole. The Committee conducts searches for prospective Board members and may consider candidates proposed by the CEO. The Committee selects nominees who have the highest personal and professional integrity, demonstrated exceptional ability and judgment and whom the Committee believes will be effective, in conjunction with the other members of the Board, in collectively serving the long-term interests of the stockholders.

     The Committee will consider candidates submitted by stockholders, directors, officers, third party search firms and other sources, all of who will be evaluated by applying the criteria described above. The Nominating Committee did not receive any candidate submissions from stockholders during the year 2003. The Committee will consider individuals submitted by stockholders for nomination as a director in accordance with the procedures described under “Stockholder Proposals and Nominations.”

     In accordance with NYSE listing standards, Ms. Fields has been designated as the Lead Independent Director. The Company’s non-management directors meet at regularly scheduled executive sessions without management. Stockholders and other interested parties may communicate with the Board or the Lead Independent Director by email at BOD@outback.com or by writing to Board of Directors or Lead Independent Director, c/o Outback Steakhouse Corporate Secretary, 2202 North West Shore Boulevard, Suite 500, Tampa, Florida 33607. All communications are received and reviewed by the Secretary. The Secretary, depending on the nature of the communication, will handle the matter internally or will forward the communication to the Board or the Lead Independent Director.

ELECTION OF DIRECTORS

     The Board has fixed the number of directors of the Company, pursuant to the Company’s Bylaws, at nine. The nine directors are divided into one class of two directors, one class of three directors and one class of four directors. At the meeting, the stockholders will vote on the election of the two nominees named below, each to serve for a term of three years and until his or her successor is duly elected and qualified. A plurality of the shares of Common Stock present in person or represented by proxy at the meeting is required for the election of directors. Consequently, the two nominees who receive the greatest number of votes will be elected as directors of the Company. Common Stock represented by proxies appointed by the Board, unless otherwise specified on the proxy card, will be voted for the election of the two nominees named below.

     The following information identifies the persons nominated for election as a director and each director of the Company whose term of office will continue after the meeting.

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NOMINEES FOR ELECTION AT THE ANNUAL MEETING

DIRECTORS WHOSE TERMS WILL CONTINUE AFTER THE ANNUAL MEETING

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     In 2003, the Board held four meetings. The Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee held five, two and two meetings, respectively, during the 2003. Each director attended 75% or more of the aggregate number of Board meetings and committee meetings on which such director served. The Company schedules a meeting of the directors immediately following the Annual Meeting and expects all directors to attend the Annual Meeting. All directors attended the April 23, 2003 Annual Meeting.

     The members of the Audit Committee during 2003 were Messrs. Brabson, Carey and Wilt and Mrs. Fields (until October 16, 2003). Mr. Carey serves as Chairman of the Audit Committee. The Audit Committee is responsible for appointing the Company’s independent auditors and reviewing their audit plans, evaluating the adequacy of and monitoring compliance with the Company’s accounting policies and reviewing the Company’s annual financial statements. The Board of Directors has adopted the Audit Committee Charter that is attached as Exhibit A to this Proxy Statement.

     The members of the Compensation Committee during 2003 were Messrs. Bridges and Selmon and Ms. Fields (beginning October 16, 2003). Mr. Selmon serves as Chairman of the Compensation Committee. The Compensation Committee is responsible for establishing the compensation of executive officers and administers the Company’s Amended and Restated Stock Option Plan.

     Charles H. Bridges, a director since 1992, whose term as a director expires at the end of the Annual Meeting, has reached retirement age and therefore is not standing for re-election.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table describes the beneficial ownership of the Company’s Common Stock as of February 27, 2004 (except as noted) by each person known to the Company to beneficially own more than five percent of the Company’s Common Stock, each director, each nominee for election as a director, each executive officer named in the Summary Compensation Table, and all directors and executive officers as a group.

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     The mailing address of the Company, and of Messrs. Sullivan, Basham and Gannon is 2202 North West Shore Boulevard, Suite 500, Tampa, Florida 33607. The mailing address of CTSLP, RDBLP and JTGLP is 3111 South Valley View, Suite B-101, Las Vegas, Nevada 89102. The address of FMR Corp. is 82 Devonshire Street, Boston, Massachusetts 02109. The address of MFSC is 500 Boylston Street, Boston, Massachusetts 02116.

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EXECUTIVE COMPENSATION

     The following table describes the compensation earned by the Chief Executive Officer and the four other most highly compensated executive officers of the Company and its subsidiaries (each, a “named executive officer”):

SUMMARY COMPENSATION TABLE

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OPTION/SAR GRANTS IN LAST FISCAL YEAR

     Messrs. Sullivan, Basham, Merritt and Kadow did not receive option grants during 2003.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTIONS/SAR VALUE TABLE

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     Messrs. Sullivan and Basham do not have any options to acquire Common Stock of the Company.

REPORT BY THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION

     The Company’s executive compensation program is administered by the Compensation Committee of the Board, which has responsibility for all aspects of the compensation program for the executive officers of the Company. The Compensation Committee consists of three directors whose names are listed at the end of this report, each of whom is a Non-Employee Director within the meaning of Rule 16b-3 under the Exchange Act and an Outside Director within the meaning of Section 162(m) of the Internal Revenue Code of 1986 (“IRC”).

     The Compensation Committee’s primary objective with respect to executive compensation is to establish programs that attract and retain key managers and align their compensation with the Company’s overall business strategies, values and performance. To this end, the Compensation Committee established, and the Board endorsed, an executive compensation philosophy for 2003 that included the following considerations:

     * a “pay-for-performance” feature that differentiates compensation results based upon the Company’s annual financial performance;

     * stock incentives, in certain cases, as a component of total compensation to closely align the interests of the Company’s executives with the long-term interests of stockholders that facilitate the retention of talented executives and encourage Company stock ownership and capital accumulation; and

     * emphasis on total compensation versus cash compensation, under which base salaries are generally set somewhat lower than competitive levels but that motivates and rewards Company executives with total compensation (including incentive programs) at or above competitive levels, if the financial performance of the Company meets or exceeds goals established for the year.

     For 2003, the Company’s executive compensation program was comprised of the following primary components: (a) base salaries; (b) cash incentive opportunities; and (c) long-term incentive opportunities in the form of stock options for certain executives. Each of those components is discussed below.

     Base Salaries. The Compensation Committee generally attempts to set base salaries of executive officers at levels that are below “market” rates, as determined from information gathered by the Company from companies that are similar in size and in the same industry group as the Company and that were used by Dow Jones in compiling the Dow Jones U.S. Restaurants Index. Base salaries are subject to annual review and adjustment on the

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basis of individual and Company performance, level of responsibility, individual experience, and competitive, inflationary and internal equity considerations. In 2003, the base salary of Chris T. Sullivan, the Company’s Chief Executive Officer, was increased from $465,586 to $600,000 and was based on such factors as the Company’s profitability, cash flow and capital spending for the prior fiscal year, the aggregate number of new restaurants opened during the prior fiscal year, increases in percentage of same store sales versus budget forecasts, and subjective considerations such as positive overall employee morale, his attention to succession planning and the Company’s competitive position. The Compensation Committee believes that the executive salaries established by the Compensation Committee, including the salary paid to Mr. Sullivan, the Company’s Chief Executive Officer, are at the lower end of the range of salaries paid by the companies surveyed.

     Cash Incentives. In 2003, Company executives were eligible to receive cash bonus awards to focus their attention on achieving key goals pursuant to the following bonus plans that are designed to provide competitive incentive pay only in the event performance objectives are met or exceeded. Messrs. Sullivan and Basham were not eligible to receive bonus awards in 2003.

          Quarterly Cash Incentives for Mr. Avery. The Compensation Committee believes that the success of restaurant operations is essential to the Company’s success, and established a separate quarterly incentive program for Mr. Avery. In 2003, Mr. Avery was eligible to receive a quarterly bonus based upon the Company meeting its objective and subjective operational goals. If the operational goals for a specific quarter were met, Mr. Avery was entitled to earn a bonus of up to $200,000 for that calendar quarter. In 2003, Mr. Avery earned quarterly bonuses aggregating $800,000 under this plan.

          Quarterly Cash Incentives for Messrs. Merritt and Kadow. In 2003, Messrs. Merritt and Kadow were eligible to receive quarterly cash bonus awards based upon increases in the Company’s quarterly net income over the net income for the same quarter of the prior year. The Company’s quarterly net income must increase a minimum of five percent over the prior year quarter for any bonus to be paid. The bonus plan provides for a percentage of the dollar amount of the increase in quarterly net income to be placed into a bonus pool for senior executives. The bonus pool ranges from 5% of the dollar amount increase for a 5% increase in net income to 13% of the dollar amount increase for a 15% increase in net income. The bonus pool is allocated among the senior executives based on assigned percentages. In 2003, cash bonuses were paid to Messrs. Merritt and Kadow in the respective amounts of $328,045 and $271,808.

     Long-Term Stock Incentives. The Company’s Amended and Restated Stock Option Plan (the “Stock Option Plan”) provides for the issuance of “incentive stock options,” within the meaning of Section 422 of the Internal Revenue Code, and nonqualified stock options to officers and other employees of the Company. The Stock Option Plan was originally adopted by the Board and stockholders in 1992 and has been amended from time to time. Grants to executives under the Company’s Stock Option Plan are designed to align a portion of the executive compensation package with the long-term interests of the Company’s stockholders by providing an incentive that focuses attention on managing the Company from the perspective of an owner with an equity stake in the business.

     Grants of stock options generally are limited to officers (other than Messrs. Sullivan and Basham) and other key employees and managers of the Company or its subsidiaries who are in a position to contribute substantially to the growth and success of the Company and its subsidiaries. Stock options are designed to reward exceptional performance with a long-term benefit, facilitate stock ownership and deter recruitment of key Company personnel by competitors and others. In evaluating annual compensation of executive officers (other than Messrs. Sullivan and Basham), the Compensation Committee takes into consideration stock options as a percentage of total compensation, consistent with its philosophy that stock incentives more closely align the interests of Company employees with the long-term interests of stockholders. In granting stock options to executive officers, the

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Compensation Committee has considered the number and size of stock options already held by an executive officer when determining the size of stock option awards to be made to the officer in a given fiscal year. The terms of stock options are established by the Compensation Committee.

     Mr. Avery is the only named executive officer of the Company who was granted stock options in 2003. As of February 27, 2004, the named executive officers appearing in the Summary Compensation Table held stock or the right to acquire stock representing 12.5% of the Company’s outstanding Common Stock, assuming the exercise of all outstanding options held by executive officers that are exercisable within 60 days of February 27, 2004. Neither Messrs. Sullivan, Basham or Gannon, the Company’s founders, have ever been granted options to acquire shares of the Company’s Common Stock.

     Section 162(m) of the IRC prohibits a deduction to any publicly held corporation for compensation paid to a “covered employee” in excess of $1 million per year (“Dollar Limitation”). A covered employee is any employee who appears in the Summary Compensation Table who is also employed by the Company on the last day of the Company’s calendar year. The Company generally is entitled to a tax deduction upon an employee’s exercise of nonqualified options in an amount equal to the excess of the value of the shares over the exercise price. The tax deduction for nonqualified options is considered compensation for purposes of the Dollar Limitation with respect to options that do not qualify as “performance based” as defined in the IRC. The Company generally structures its compensation programs to avoid limitation on deductibility of compensation paid to covered employees. However, in 2003, one covered employee exercised expiring stock options that may not qualify as “performance based” and therefore may result in $2.2 million of compensation that may not be deductible by the Company. The Compensation Committee may consider alternatives to its existing compensation programs in the future with respect to qualifying executive compensation for deductibility.

     Conclusion. As described above, the Company’s executive compensation program is designed to provide a link between total compensation and the Company’s performance and long-term stock price appreciation consistent with the compensation philosophies set forth above. This program has been established since the Company’s inception, and the Compensation Committee believes it has been a significant factor in the Company’s growth and profitability and the resulting gains achieved by the Company’s stockholders.

Compensation Committee

Charles H. Bridges
Debbi Fields
Lee Roy Selmon, Chairman

     Mr. Selmon will resign from the Compensation Committee and the Board will elect a new Chairperson for the Compensation Committee after the Annual Meeting to meet applicable independence requirements of the NYSE.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     The Compensation Committee consists of Charles H. Bridges, Debbi Fields and Lee Roy Selmon, none of whom is or was an officer or employee of the Company or any of its subsidiaries.

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     On November 7, 2000, the Company opened a restaurant named “Lee Roy Selmon’s.” This restaurant is owned by Selmon’s/Florida-I, Limited Partnership (“Selmon’s Partnership”). OS Southern, Inc., a wholly-owned subsidiary of the Company, is the sole general partner and 70% owner of the Selmon’s Partnership. Lee Roy Selmon, a director of the Company and Chair of the Compensation Committee, owns a 10% limited partner interest in the Selmon’s Partnership solely with respect to the first Lee Roy Selmon’s restaurant opened by the partnership. Mr. Selmon acquired his interest in the restaurant in exchange for the use of his name and a capital contribution of $101,000. The purchase price was established by the Board based on the value of Mr. Selmon’s name and the partnership’s cash expenditure necessary to open the restaurant. The Company opened a second Lee Roy Selmon’s restaurant on June 24, 2003. Mr. Selmon has no ownership interest in the second restaurant, but receives a royalty of 1% of the second restaurant’s gross sales. Mr. Selmon will receive a royalty of 1% of the gross sales from any future Lee Roy Selmon’s restaurants opened by the Company or its affiliates. In 2003, Mr. Selmon received distributions from the Selmon’s Partnership in the amount of $59,349 and royalties in the amount of $15,266.

REPORT BY THE AUDIT COMMITTEE

     The information contained in this report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically requests that the information be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities Act of 1933 or the Exchange Act.

     The Audit Committee of the Board is responsible for overseeing the Company’s financial reporting process on behalf of the Board and operates under a written charter adopted by the Board, which is attached as Exhibit A to this Proxy Statement. The Audit Committee annually recommends to the Board the selection of the Company’s independent auditors. For the year 2003, PricewaterhouseCoopers LLP was the Company’s independent auditor.

     Management is responsible for the Company’s financial statements and the financial reporting process, including the systems of internal controls. The independent auditors are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted auditing standards and expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.

     The Committee reviewed with the independent auditors the Company’s accounting principles and such other matters as are required to be discussed with the Committee under generally accepted auditing standards. In addition, the Committee has discussed with the independent auditors the auditors’ independence from management and the Company and has received the written disclosures and the letter from the independent auditors required by the Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees). The Audit Committee further considered whether the provision by PricewaterhouseCoopers LLP of the non-audit services described elsewhere in this Proxy Statement is compatible with maintaining the auditors’ independence.

     Based upon (i) the Audit Committee’s review and discussion of the audited financial statements with management and the independent auditors, (ii) the Audit Committee’s review of the representation of management, and (iii) the disclosures by the independent auditors to the Audit Committee, the Audit Committee recommended to the Board that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, for filing with the SEC. The

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Audit Committee and the Board selected PricewaterhouseCoopers LLP as the Company’s independent auditors for 2003. For the year 2003, the Audit Committee was comprised of the following individuals: W. R. Carey, Jr., Chairman, John A. Brabson, Jr., Debbi Fields (until October 16, 2003), Thomas A. James and Toby S. Wilt.

Principal Accountant Fees and Services

     The following table sets forth the aggregate fees billed or expected to be billed by PricewaterhouseCoopers LLP for 2003 and 2002 for audit and non-audit services (as well as all “out-of-pocket” costs incurred in connection with these services) and are categorized as Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees. The nature of the services provided in each such category is described following the table:

     The Audit fees for the years ended December 31, 2003 and 2002, respectively, were for professional services rendered for the audits of the consolidated financial statements of the Company and statutory audits, consents, income tax provision procedures, and assistance with review of documents filed with the SEC.

     The Audit Related fees as of the years ended December 31, 2003 and 2002, respectively, were for assurance and related services related to employee benefit plan audits, accounting consultations, review of Uniform Franchise Offering Circulars and consultations regarding review of the Company’s periodic reports by the SEC.

     Prior to the adoption of the current Audit Committee Charter adopted January 28, 2004, the Audit Committee policy was that consulting fees to independent auditor could not exceed 25% of the audit fee without approval of the Audit Committee.

     The Audit Committee of the Board has considered whether provision of other services is compatible with maintaining the independent accountant’s independence and has determined that such services have not adversely affected PricewaterhouseCoopers LLP’s independence.

Audit Committee Pre-Approval Policies and Procedures

     The Audit Committee requires that each engagement of the Company’s independent auditor to perform auditing services and permitted non-audit services must be approved by the Audit Committee in advance, including the fees and principal terms thereof.

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DIRECTORS’ COMPENSATION

     Directors of the Company who are not employees of the Company receive fees of $15,000 per year paid quarterly, $1,000 per Board meeting attended, and $500 per committee meeting attended, plus reimbursement of the expenses of attending meetings. In July 1997, the Board adopted the Outback Steakhouse, Inc. Directors’ Deferred Compensation and Stock Plan (“Deferred Compensation Plan”). Under the terms of the Deferred Compensation Plan, directors who are not employees of the Company are required to receive at least 50% of their total fees in Common Stock of the Company and may choose to receive the remaining 50% in cash and/or shares of Common Stock in the Company. The receipt of any portion in shares of Common Stock of the Company may be deferred and held as share equivalents under the Deferred Compensation Plan for a period of time, as determined by each director. In 2003, Mr. Brabson received $11,250 in cash and $11,520 in Common Stock; Mr. Bridges received $4,875 cash and $15,448 in Common Stock; Mr. Carey and Mrs. Fields each elected to receive their fees of $22,914 and $21,976, respectively, all in Common Stock; Mr. James received $10,000 in cash and $9,750 in Common Stock. Mr. Selmon received $9,750 in cash and $11,008.60 in Common Stock; and Mr. Wilt received $10,500 in cash and $11,781 in Common Stock. All of the fees received in the form of Common Stock have been deferred for the year 2003. All dividends paid on the Company Common Stock are credited to their deferral accounts.

     As of April 1, 2004, the Company shall pay its directors who are not employees of the Company fees as follows:

     The current policy requiring directors to receive at least 50% of their compensation in the form of Company Common Stock remains in place.

     Generally, upon election to the Board, each director who is not an executive officer is granted a one-time stock option to acquire 45,000 shares of Common Stock. The exercise price for such shares is equal to the closing sale price of the Common Stock on the date of the grant as reported on the Nasdaq National Market System for grant dates before June 15, 2000, or the NYSE for grant dates on or after June 15, 2000. During the fiscal year 2003, options granted to directors generally were granted upon the same terms and conditions as options granted to executive officers and key employees. On July 23, 2003, options to acquire 15,003 shares were granted to John A. Brabson, Jr. at an exercise price of $38.42 per share.

     Commencing on April 1, 2004, any new outside director will no longer receive stock options, and shall instead receive restricted stock having a value at time of grant of $100,000. The restricted stock shall vest pro-rata over a five-year term.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT
AND CHANGE-IN-CONTROL ARRANGEMENTS

     Mr. Avery is employed with the OS Restaurant Services, Inc., a wholly owned subsidiary of Outback Steakhouse of Florida, Inc., a Florida corporation, which is a wholly owned subsidiary of the Company, pursuant to an Employment Agreement dated January 1, 2004 with a term of a five-year period ending January 1, 2009, with

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automatic renewal for successive terms of one (1) year each. The Employment Agreement restricts the ability of Mr. Avery to compete with Company and any of its affiliates for a period of two years following termination of his employment.

     Effective February 29, 1996, the Company entered into Stock Redemption Agreements (each an “Agreement”) with each of Chris T. Sullivan, Robert D. Basham and J. Timothy Gannon, all of whom are executive officers, directors, and founders of the Company (individually, an “Executive”), Under the terms of each Agreement, following the Executive’s death, the Personal Representative of the Executive will have the right to require the Company to purchase up to $30 million worth of Common Stock beneficially owned by the Executive at the date of death, for a per share price equal to the mean (rounded to the nearest one-tenth of one cent) of the last sale price of the Company’s Common Stock as quoted on the NYSE or the principal exchange on which the Company’s Common Stock is then traded for 30 consecutive trading days ending on the business day before the Executive’s death. In the event, however, that the Executive’s death results (i) from an illness that was diagnosed or an accident that occurred within one year of the Executive’s death, and (ii) the accident or illness was publicly disclosed, then the per share purchase price will be equal to the mean (rounded to the nearest one-tenth of one cent) of the last sale price of the Company’s Common Stock as quoted on the NYSE or the principal exchange on which the Company’s Common Stock is then traded for 30 consecutive trading days ending on the business day before the date of public disclosure of the accident or illness. The maximum dollar amount of Common Stock that the Company is obligated to purchase from the estate of the Executive is $30,000,000. The Company’s obligation to purchase Common Stock beneficially owned by a deceased Executive is funded by an insurance policy on the life of the Executive owned by the Company providing a death benefit of $30,000,000. The Agreements will remain in place for so long as the Board deems appropriate.

     The Company entered into a Split Dollar Agreement and Limited Collateral Assignment (“Split Dollar Agreements”) as of November 7, 1999, with each of the respective trusts established by Messrs. Sullivan, Basham, Gannon, Merritt and Avery (“Policy Employees”), pursuant to which the Company was to pay the premium costs of life insurance policies that pay a death benefit of not less than $5 million to one or more members of a Policy Employee’s family upon the death of that Policy Employee. Under the Split Dollar Agreements, the Company was to pay that portion of each annual policy premium that, in general terms, is equal to the annual increase in the cash value of the policy. The Company may cause the Split Dollar Agreements to be terminated and the policies to be surrendered at any time upon 30 days’ prior notice. Upon surrender of the policy or payment of the death benefit under the policy, the Company is entitled to repayment of an amount equal to the cumulative premiums previously paid by the Company, with all remaining payments to be made to the respective trusts. See footnote (2) to the “Summary Compensation Table” above for further information on premium payments made by the Company under these policies. The Company ceased paying the premiums for the split dollar policies in July 2002, in compliance with the Sarbanes-Oxley Act of 2002.

     Mr. Kadow is employed with OS Management, Inc., a wholly owned subsidiary of the Company pursuant to an Employment Agreement dated April 1, 2002, with a term of one year with automatic renewal for successive renewal terms of one (1) year each. The Employment Agreement restricts the ability of Mr. Kadow to compete with the Company and any of its affiliates for a period of two years following termination of his employment.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     The Company believes that during the fiscal year 2003, all filings with the SEC of its officers, directors and 10% stockholders complied with requirements for reporting ownership and changes in ownership of the Company’s Common Stock pursuant to Section 16(a) of the Exchange Act, except that Multi-Venture Partners, Ltd., a Nevada limited partnership, and its sole general partner, representing a 10% beneficial owner, each filed

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one Form 4 late. Messrs. Brabson, Carey and Wilt each filed two late Form 4s. Messrs. Avery, Basham, Bridges, Gannon, James, Selmon, and Sullivan and Ms. Fields each filed one Form 4 late. During this fiscal year 2004, Messrs. Novello and Shlemon each filed one late Form 3, and Messrs. Gannon and Kadow each filed one late Form 4.

PERFORMANCE GRAPH

     The following line graph compares the Company’s cumulative total stockholder return with the cumulative total stockholder return of the Dow Jones U.S. Total Market Index and the Dow Jones U.S. Restaurants Index for the last five full fiscal years of the Company ended December 31, 2003:

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG OUTBACK STEAKHOUSE, INC., THE DOW JONES US TOTAL MARKET INDEX
AND THE DOW JONES US RESTAURANTS INDEX

•     $100 invested on 12/31/98 in stock or index-including reinvestment of dividends. Fiscal year ending December 31.

Certain Relationships and Related Transactions

     Mr. Sullivan, through his corporation Out of the Park, Inc., and Mr. Basham, through his corporation Touch ‘Em All, Inc., each own 9.15 percent, as general and limited partners, of Tampa Bay Devil Rays, Ltd., the owner of the Tampa Bay Devil Rays Major League Baseball Franchise. Each of Messrs. Sullivan and Basham own all of the outstanding Common Stock and serves as the sole director and officer of his respective corporation. In 2003, OSF paid to Tampa Bay Devil Rays, Ltd. the aggregate amount of $230,000 to lease four signs for advertising

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pursuant to a contract entered into on September 9, 1996 that ended in 2003. OSF renewed this contract on March 4, 2003. The amounts to be paid to the Tampa Bay Devil Rays, Ltd., under the contract in future years is: $236,900 for 2004, $244,007 for 2005, $251,327 for 2006, $258,867 for 2007 and $266,633 for 2008. On February 20, 1995, OSF entered into a Private Suite License Agreement with Tampa Bay Devil Rays, Ltd., for a private suite at Tropicana Field located in St. Petersburg, Florida, commencing on March 31, 1998, and ending on December 31, 2007. In 2003, the Company paid a license fee of $115,223.

     On November 7, 2000, the Company opened a restaurant named “Lee Roy Selmon’s.” This restaurant is owned by Selmon’s/Florida-I, Limited Partnership (“Selmon’s Partnership”). OS Southern, Inc., a wholly-owned subsidiary of the Company, is the sole general partner and 70% owner of the Selmon’s Partnership. Lee Roy Selmon, a director of the Company and Chair of the Compensation Committee, owns a 10% limited partner interest in the Selmon’s Partnership solely with respect to the first Lee Roy Selmon’s restaurant opened by the partnership. Mr. Selmon acquired his interest in the restaurant in exchange for the use of his name and a capital contribution of $101,000. The purchase price was established by the Board based on the value of Mr. Selmon’s name and the partnership’s cash expenditure necessary to open the restaurant. The Company opened a second Lee Roy Selmon’s restaurant on June 24, 2003. Mr. Selmon has no ownership interest in the second restaurant, but receives a royalty of 1% of the second restaurant’s gross sales. Mr. Selmon will receive a royalty of 1% of the gross sales from any future Lee Roy Selmon’s restaurants opened by the Company or its affiliates. In 2003, Mr. Selmon received distributions from the Selmon’s Partnership in the amount of $59,349 and royalties in the amount of $15,266.

     Toby S. Wilt, a member of the Board, through his wholly-owned corporation, TSW Investments, Inc., has made investments in seven limited partnerships, each of which owns and operates one Carrabba’s Italian Grill restaurant as a franchisee of Carrabba’s Italian Grill, Inc. (“Carrabba’s”), a subsidiary of the Company. These investments were made in the years 1999 to 2002. Carrabba’s owns a 45% interest as a general partner in each of these limited partnerships. In 2003, Mr. Wilt received distributions from these partnerships in the aggregate amount of $63,357.

     Paul E. Avery, a member of the Board and an executive officer of the Company, made investments in the years 2000 to 2002 in 10 limited partnerships, each of which owns and operates one Carrabba’s Italian Grill restaurant as a franchisee of Carrabba’s and in which Carrabba’s owns a 45% interest as a general partner. In 2003, Mr. Avery received distributions from these Carrabba’s partnerships in the aggregate amount of $45,151. In 2003, Mr. Avery made investments of (i) $77,000 in five limited partnerships, each of which owns and operates one Bonefish Grill restaurant as a franchisee of Bonefish Grill, Inc. (“Bonefish”), a subsidiary of the Company, and in which Bonefish owns a 45% interest as general partner; (ii) $36,000 in three limited partnerships, each of which owns and operates one Bonefish Grill restaurant and of which Bonefish is the sole general partner and majority owner; and (iii) $40,000 in one unaffiliated limited partnership which owns and operates one Bonefish Grill restaurant as a franchisee of Bonefish. In 2002, Mr. Avery made investments of (i) $122,790 in three limited partnerships, each of which owns and operates one Bonefish Grill restaurant as a franchisee of Bonefish and in which Bonefish owns a 45% interest as general partner; and (ii) $87,500 in one unaffiliated limited partnership which owns and operates one Bonefish Grill restaurant as a franchisee of Bonefish. In 2003, Mr. Avery received distributions from these Bonefish partnerships in the aggregate amount of $29,884.

     Benjamin P. Novello, an executive officer of OSF, a subsidiary of the Company, made investments in 10 limited partnerships, each of which owns and operates one Carrabba’s Italian Grill restaurant as a franchisee of Carrabba’s and in which Carrabba’s owns a 45% interest as a general partner. These investments were made in the years 2000 to 2002. In 2003, Mr. Novello received distributions from these partnerships in the aggregate amount of $52,016. In 2003, Mr. Novello made investments of $46,000 in five limited partnerships, each of which owns and operates one Bonefish Grill restaurant as a franchisee of Bonefish and in which Bonefish owns a 45% interest as general

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partner. In 2003, Mr .Novello received distributions from these partnerships in the aggregate amount of $1,177. Mr. Novello made an investment in one limited partnership, which owns and operates an Outback Steakhouse restaurant and of which OSF is the sole general partner and majority owner. This investment was made in 1991. In 2003, Mr. Novello received distributions from this partnership in the aggregate amount of $5,762.

     Steven T. Shlemon, an executive officer of Carrabba’s Italian Grill, Inc., a subsidiary of the Company, has made investments in three unaffiliated limited partnerships each of which owns and operates an Outback Steakhouse restaurant pursuant to a franchise agreement with OSF. These investments were made in 1998. In 2003, Mr. Shlemon received distributions from these partnership in the aggregate amount of 12,805. Mr. Shlemon has made investments in four limited partnerships, each of which owns and operates one Carrabba’s Italian Grill restaurant as a franchisee of Carrabba’s and in which Carrabba’s owns a 45% interest as a general partner. These investments were made in the years 1999 to 2000. In 2003, Mr. Shlemon received distributions from these partnerships in the aggregate amount of $11,454. A sibling of Mr. Shlemon has made an investment in two limited partnerships, each of which owns and operates one Outback Steakhouse restaurant and of which OSF is the sole general partner and majority owner. These investments were made in the years 1996 and 2001. Mr. Shelmon’s sibling received distributions in these partnership in the aggregate amount of $146,884.

     From 1994 to 2001, the parents and certain siblings of Chris T. Sullivan, a member of the Board and named executive officer of the Company, made investments in four unaffiliated limited partnerships that own and operate four Outback Steakhouse® restaurants pursuant to franchise agreements with OSF and received distributions from these partnerships in the aggregate amount of $103,659 during the year 2003.

     In 2002, Mel and Jackie Danker, relatives of Robert D. Basham, a member of the Board and named executive officer of the Company, made investments of $66,232 in one unaffiliated limited partnership that owns and operates two Bonefish Grill™ restaurants as a franchisee of Bonefish, and received distributions in this partnership in the aggregate amount of $12,115 during the year 2003.

PROPOSAL TWO

PROPOSED AMENDMENT AND RESTATEMENT OF THE COMPANY’S
AMENDED AND RESTATED STOCK OPTION PLAN

     The Board has approved an amendment and restatement (the “Amendment”) of the Company’s Amended and Restated Stock Option Plan (the “Plan”) to allow for the grant of shares of restricted Common Stock under the Plan and to increase the number of shares for which options and shares of restricted Common Stock may be granted under the Plan by 1,000,000, or from 22,500,000 to 23,500,000. A copy of the proposed Amended and Restated Stock Plan is attached as Exhibit B and the description of the Plan is qualified in its entirety by reference to Exhibit B.

     The Board believes the change to the Plan to allow for the grant of shares of restricted Common Stock is necessary to provide the Compensation Committee the ability to offer incentive packages to officers and key employees that are more conducive to long term ownership of the Company’s Common Stock.

     The Board believes the increase in the number of shares for which options or restricted stock may be granted under the Plan is necessary to have sufficient options available for grants of options and restricted stock to officers and other key employees as determined by the Compensation Committee.

     Although stockholder approval of the Amendment is not required under Delaware law, such approval is

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required: under the terms of the Plan; by the rules and regulations of the NYSE; and under the IRC, to allow certain options granted under the Plan to qualify as incentive stock options under the IRC, and permit options granted under the Plan to qualify as “performance based compensation” for purposes of Section 162(m) of the Code.

     The Compensation Committee (the “Committee”) of the Board administers the Plan. Incentive and nonqualified stock options may be granted under the Plan, as amended, at any time until the expiration of the Plan on April 21, 2014. The maximum number of options or shares of restricted stock that may be granted pursuant to the Plan, as amended, is 23,500,000, and the maximum number of options or shares of restricted stock that may be granted to any one individual is 900,000 per year, in each case subject to adjustment for stock dividends, stock splits and certain other changes in the Company’s capitalization.

     Options have been in the past and the Company anticipates that in the future options and/or shares of restricted stock will be granted to certain officers, directors, and other key employees of the Company or its subsidiaries who are in a position to contribute substantially to the growth and success of the Company and its subsidiaries. As of December 31, 2003, options to purchase approximately 22,080,890 shares had been granted under the Plan, 9,379,533 of which have been exercised and 12,701,357 of which were outstanding. Options remaining available for grant under the Plan as of December 31, 2003 were 419,110. As of December 31, 2003, executive officers, non-executive officers, seven outside directors, and current and former employees have been granted options under the Plan. Any shares not purchased under an option that has terminated or lapsed or shares of restricted stock that are forfeited may be used for the further grant of options or shares of restricted stock under the Plan.

     Incentive stock options granted under the Plan may not be exercised more than ten years after the date of grant (or five years in the case of an option granted to an individual who at the time of the grant owns more than 10% of the total combined voting power of all classes of stock of the grantee’s employer corporation and its parent or subsidiary corporations (a “10% Owner”)). Nonqualified stock options granted under the Plan may be exercised within such time period as the Committee determines at the time of grant. The aggregate fair market value (determined at the time the option is granted) of the stock with respect to which incentive stock options are exercisable for the first time by any employee during any calendar year may not exceed $100,000. The Plan provides that the option price in the case of incentive stock options shall be not less than 100% of the fair market value of the Company’s Common Stock at the time the option is granted or 110% of such fair market value in the case of an option granted to a 10% Owner. In the case of nonqualified stock options the option price may be less than the fair market value of the Company’s Common Stock on the date of grant. The purchase price must be paid in full by the grantee at the time of exercise in either cash or Common Stock.

     No cash consideration will be received by the Company for granting options or shares of restricted stock under the Plan. Options and shares of restricted stock will be granted in consideration of the services rendered or to be rendered to the Company by the grantee.

     With respect to nonqualified stock options granted with an exercise price not less than fair market value, in general, for federal income tax purposes under present law:

     (i) The grant of a nonqualified stock option, by itself, will not result in income to the grantee.

     (ii) Except as provided in (v) below, the exercise of a nonqualified stock option (in whole or in part, according to its terms) will result in ordinary income to the grantee at the time of exercise in an amount equal to the excess (if any) of the fair market value of the stock on the date of exercise over the option price.

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     (iii) Except as provided in (v) below, the tax basis of the stock acquired upon exercise of a nonqualified stock option, which will be used to determine the amount of any capital gain or loss on a future taxable disposition of such stock, will be the fair market value of the shares on the date of exercise.

     (iv) No deduction will be allowable to the Company upon the grant of a nonqualified stock option, but upon exercise of a nonqualified stock option, a deduction will be allowable to the Company at that time in an amount equal to the amount of ordinary income realized by the grantee exercising such option if the Company satisfies appropriate federal withholding or reporting requirements.

     (v) With respect to the exercise of a nonqualified stock option and the payment of the option price by the delivery of Common Stock, to the extent that the number of shares received does not exceed the number of shares surrendered, no taxable income will be realized by the grantee at that time, the tax basis of the shares received will be the same as the tax basis of the shares surrendered, and the holding period of the grantee in the shares received will include his holding period in the shares surrendered. To the extent that the number of shares received exceeds the number of shares surrendered, ordinary income will be realized by the grantee at that time in the amount of the fair market value of such excess shares, the tax basis of such excess shares will be such fair market value, and the holding period of the grantee in such shares will begin on the date such shares are transferred to the grantee.

     With respect to incentive stock options, in general, for federal income tax purposes under present law:

     (i) Neither the grant nor the exercise of an incentive stock option, by itself, will result in income to the grantee; however, under Section 57 of the Code, the excess of the fair market value of the stock at the time of exercise over the option price is an item of tax preference (unless there is a disposition of the shares acquired upon exercise of an incentive stock option in the taxable year of exercise) that may, under certain circumstances, result in an alternative minimum tax liability to the grantee under Section 55 of the Code.

     (ii) Except as provided in (v) below, if the shares acquired upon exercise of an incentive stock option are disposed of in a taxable transaction after the later of two years from the date on which the option is granted or one year from the date on which such shares are transferred to the grantee, long-term capital gain or loss will be realized by the grantee in an amount equal to the difference between the option price and the amount realized by the grantee.

     (iii) Except as provided in (v) below, if the shares acquired upon exercise of an incentive stock option are disposed of within the two-year period for the date of grant or the one-year period after the transfer of the shares to the grantee:

          (a) Ordinary income will be realized by the grantee at the time of such disposition in the amount of the excess, if any, of the fair market value of the shares at the time of such exercise over the option price, but not in an amount exceeding the excess, if any, of the amount realized by the grantee over the option price.

          (b) Short-term or long-term capital gain will be realized by the grantee at the time of any such taxable disposition in an amount equal to the excess, if any, of the amount realized over the fair market value of the shares at the time of such exercise.

          (c) Short-term or long-term capital loss will be realized by the grantee at the time of any such taxable disposition in an amount equal to the excess, if any, of the option price over the amount realized.

     (iv) No deduction will be allowed to the Company with respect to incentive stock options granted or shares

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transferred upon exercise of stock options, except that if a disposition is made by the grantee within the two-year period or the one-year period referred to above, the Company will be entitled to a deduction in the taxable year in which the disposition occurred in an amount equal to the amount of ordinary income realized by the grantee making the disposition provided the Company satisfies appropriate withholding or reporting requirements.

     (v) With respect to the exercise of an incentive stock option and the payment of the option price by the delivery of Common Stock, to the extent that the number of shares received does not exceed the number of shares surrendered, no taxable income will be realized by the grantee at the time, the tax basis of the shares received will be the same as the tax basis of the shares surrendered and the holding period (except for purposes of the one-year period referred to above) of the grantee in shares received will include his holding period in the shares surrendered. To the extent that the number of shares received exceeds the number of shares surrendered, no taxable income will be realized by the grantee at that time, such excess shares will be considered incentive stock option stock with a zero basis and the holding period of the grantee in such shares will begin on the date such shares are transferred to the grantee. If the shares surrendered were acquired as the result of the exercise of an incentive stock option and the surrender takes place within two years from the date the option relating to the surrendered shares was granted or within one year from the date of such exercise, the surrender will result in the realization of ordinary income by the grantee at that time in the amount of the excess, if any, of the fair market value on the date of exercise of the shares surrendered over the exercise price of such shares. If any of the shares received are disposed of within one year after the shares are transferred to the grantee, the grantee will be treated as first disposing of the shares with a zero basis.

     The Board may at any time amend the Plan or any part of the Plan as it shall deem advisable. However, no amendment may be made in any option then outstanding under the Plan that would impair the rights of the grantee without the consent of such grantee.

     The affirmative vote of a majority of the Common Stock voting on this proposal is required for approval. Abstentions and broker non-votes are not counted as votes against the proposal.

     The Board recommends that the stockholders vote FOR this proposal to amend and restate the Amended and Restated Stock Plan.

SELECTION OF INDEPENDENT AUDITORS

     At the meeting of the Audit Committee held on January 22, 2003, the Audit Committee selected PricewaterhouseCoopers LLP to serve as the independent auditors for the Company and its subsidiaries for the year ended December 31, 2003. Representatives of PricewaterhouseCoopers LLP are expected to be present at the stockholders’ meeting with the opportunity to make a statement, if they desire to do so, and to respond to appropriate questions from stockholders. The Audit Committee has approved PricewaterhouseCoopers LLP to perform the review of the first quarter consolidated financial statements. The Audit Committee is considering adopting a policy of periodic rotation of independent auditors for the Company and its subsidiaries, and has not yet selected independent auditors for 2004. It is expected that the Audit Committee will make its selection of independent auditors for fiscal year 2004 before the end of the second fiscal quarter.

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STOCKHOLDERS SHARING THE SAME LAST NAME AND ADDRESS

     In accordance with notices we sent to certain stockholders, we are sending only one copy of our annual report and Proxy Statement to stockholders who share the same last name and address unless they have notified us that they wish to continue receiving multiple copies. This practice, known as “householding,” is designed to reduce duplicate mailings and save printing and postage costs as well as natural resources.

     If you received a householded mailing this year and you would like to have additional copies mailed to you or you would like to opt out of this practice for future mailings, please submit your request via e-mail to the Company’s website: www.outback.com under the heading Investor Relations or in writing to the Company, Attention: Investor Relations at 2202 North West Shore Boulevard, Suite 500, Tampa, Florida 33607. You may also contact us if you received multiple copies of the Annual Meeting materials and would prefer to receive a single copy in the future.

STOCKHOLDER PROPOSALS AND NOMINATIONS

     Any stockholder who intends to present a proposal at the 2004 Annual Meeting of Stockholders for inclusion in the Proxy Statement and form of proxy relating to that meeting is advised that the proposal must be received by the Company at its principal executive offices not later than November 20, 2004. The Company will not be required to include in its Proxy Statement or form of proxy a stockholder proposal that is received after that date or that otherwise fails to meet requirements for stockholder proposals established by regulations of the SEC.

     As to any proposal that a stockholder intends to present to stockholders other than by inclusion in the Company’s Proxy Statement for the 2004 Annual Meeting of Stockholders, the proxies named in the Company’s proxy for that meeting will be entitled to exercise their discretionary voting authority on that proposal unless the Company receives notice of the matter to be proposed not later than February 3, 2005. Even if proper notice is received on or prior to February 3, 2005, the proxies named in the Company’s proxy for that meeting may nevertheless exercise their discretionary authority with respect to such matter by advising stockholders of that proposal and how they intend to exercise their discretion to vote on such matter, unless the stockholder making the proposal solicits proxies with respect to the proposal to the extent required by Rule 14a-4(c)(2) under the Exchange Act, as amended.

     Any stockholder who wishes to submit an individual for consideration as a director may do so by writing to our Corporate Secretary at 2202 North West Shore Boulevard, Suite 500, Tampa, Florida 33607. Submissions must include your name and address, the number of shares of common stock you own, the name, age, business and residence addresses, and principal occupation of the individual and a written statement of the individual that he or she is willing to be considered and is willing to serve as a director if nominated and elected. You must also include a description of any relationship, arrangements and understandings between you and the individual, and any relationship known to you between the individual and any supplier or competitor of the Company. The Corporate Secretary will review submissions for completeness and forward to the Chair of the Nominating and Corporate Governance Committee.

CONTACTING THE BOARD OF DIRECTORS

     Stockholders who want to communicate with the Board, Lead Independent Director or any individual director may do so by email at BOD@outback.com or by writing to either Board of Directors or Lead Independent Director:

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c/o Outback Steakhouse Corporate Secretary
2202 North West Shore Boulevard, Suite 500
Tampa, Florida 33607

     Your communication should indicate that you are a stockholder. All communications are received and reviewed by the Secretary. The Secretary, depending on the nature of the communication, will handle the matter internally or will forward the communication to the Board or the Lead Independent Director.

OTHER MATTERS

     The solicitation of proxies is made by the Board on behalf of the Company. The cost of the solicitation will be borne by the Company, including the reasonable expenses of brokerage firms or other nominees for forwarding proxy materials to beneficial owners. In addition to solicitation by mail, proxies may be solicited by internet, telephone, telegraph or personally. Proxies may be solicited by directors, officers and employees of the Company without additional compensation.

     If the enclosed proxy is executed and returned, the shares represented by the proxy will be voted in accordance with any specifications made by the stockholder. In the absence of any such specification, they will be voted to elect the directors as set forth under “Election of Directors” above and FOR Proposal TWO. Pursuant to applicable law, broker nonvotes and abstaining votes will not be counted in favor of or against the election of any nominee for director or any proposal presented at the meeting.

     Your presence at the meeting will not operate to revoke your proxy. You may revoke your proxy at any time if it has not been exercised by giving written notice to the Company.

     If any other matters shall come before the meeting, the persons named in the proxy, or their substitutes, will vote thereon in accordance with their judgment. The Board does not know of any other matters that will be presented for action at the meeting.

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Exhibit A

OUTBACK STEAKHOUSE, INC.

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

ADOPTED JANUARY 28, 2004

     The purposes of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) Outback Steakhouse, Inc. (the “Company”) are (i) to assist the Board in overseeing (a) the integrity of the financial statements of the Company, (b) the Company’s compliance with legal and regulatory requirements, (c) the Company’s independent auditor’s qualifications and independence, and (d) the performance of the Company’s internal audit function and independent auditors; (ii) to prepare the report required by the rules of the Securities and Exchange Commission (the “SEC”) to be included in the Company’s annual proxy statement; (iii) to perform an annual performance review of the Committee; and (iv) to perform the duties and responsibilities of audit committees set forth in Rule 10A-3(b)(2)-(5) of the Securities Exchange Act of 1934.

     The Committee shall consist of no fewer than three directors. At or before the time required by applicable listing standards of the New York Stock Exchange (the “NYSE”), each member of the Committee shall meet the independence, financial literacy and experience standards established by NYSE. Each member shall also meet any independence, experience and other requirements of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations of the SEC. Committee members shall not serve on the audit committee of the board of directors of more than two other public companies.

     The members of the Committee will be appointed by and serve at the pleasure of the Board. The Board has the sole authority to remove Committee members and to fill vacancies on the Committee.

     The Committee will meet at least quarterly with the authority to convene additional meetings, as it deems appropriate. The Board shall designate one member of the Committee as its Chairperson. The Chairperson of the Committee will preside at each meeting and will set the agenda of items to be addressed at each meeting. In setting the agenda, the Chairperson may consult with other members of the Committee and is encouraged to consult with the Company’s Chief Financial Officer. The Chairperson of the Committee shall ensure that the agenda for each meeting is circulated to each Committee member in advance of the meeting. The Chairperson of the Committee or a majority of the members of the Committee may call special meetings of the Committee. The Committee may form subcommittees of not fewer than two members for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate.

     The Committee may request that any directors, officers or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such information as the Committee requests.

     The Committee may meet in executive session outside the presence of the Company’s executive officers.

     The Committee has the following authority and responsibilities:

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3

4

     In discharging its responsibilities, the Committee is not responsible for the planning or conduct of audits or for any determination that the Company’s financial statements are complete and accurate or in accordance with generally accepted accounting principles and applicable rules and regulations. These matters are the responsibility of management and the independent auditor.

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Exhibit B

OUTBACK STEAKHOUSE, INC.

AMENDED AND RESTATED STOCK PLAN

     1. Purpose. The purpose of this Stock Plan (“Plan”) is to provide long-term incentives to key employees and members of the board of directors (“Directors”) of OUTBACK STEAKHOUSE, INC., a Delaware corporation (the “Corporation”), its subsidiaries and affiliated partnerships; to compensate existing key employees and Directors for their efforts on behalf of the Corporation and its subsidiaries; to assist in retaining people of ability and initiative in professional, management and other key positions; and to induce such key employees to refrain from competing with the Corporation and its subsidiaries. These purposes are intended to be achieved, in part, through the grant of shares of restricted stock (“Restricted Stock”) and the grant of stock options (“Options”), some of which are intended to qualify as “Incentive Stock Options” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). In the event and to the extent that in connection with the grant of Options intended to qualify as such “Incentive Stock Options” this Plan shall not conform with a pertinent mandatory requirement under Section 422 or any related Treasury Regulation, then this Plan shall be deemed to have incorporated such a mandatory provision and shall be construed accordingly, notwithstanding any other provision contained in this Plan to the contrary.

     2. Administration of the Plan. The Plan shall be administered by the Compensation Committee (the “Committee”) of the board of directors of the Corporation (the “Board”) or, at the Board’s election, by the full Board.

     The Committee shall have full power to interpret and administer the Plan and full authority to select the eligible individuals to whom Restricted Stock and Options will be granted and to determine the amount of Restricted Stock and the type and amount of Options to be granted to each participant, the terms and conditions of Restricted Stock and Options granted under the Plan and the terms and conditions of the agreements which will be entered into with participants.

     The Committee shall have the authority to adopt, alter and repeal such rules, guidelines and practices governing the Plan as it shall, from time to time, deem advisable; to interpret the terms and provisions of the Plan and any Restricted Stock or Options issued under the Plan (and any agreements relating thereto); to direct employees of the Corporation or other advisors to prepare such materials or perform such analysis as the Committee deems necessary or appropriate; and otherwise to supervise the administration of the Plan.

     Any interpretation or administration of the Plan by the Committee, and all actions of the Committee, shall be final, binding and conclusive on the Corporation, its stockholders, subsidiaries, and all participants in the Plan, their respective legal representatives, successors and assigns, and upon all persons claiming under it through any of them. No member of the Board or of the Committee shall incur any liability for any action taken or omitted, or any determination made, in good faith in connection with the Plan.

     3. Shares Subject to this Plan. The total number of shares as to which Restricted Stock or Options may be granted pursuant to this Plan shall not exceed 23,500,000 shares of the Corporation’s Common Stock, $.01 par value (“Common Stock”), except to the extent of adjustments authorized by Paragraph 7 of this Plan. The maximum number of shares of Common Stock for which Restricted Stock or Options may be granted to any one individual under the Plan during its term is 900,000 per year, except to the extent of

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adjustments authorized by Paragraph 5 of this Plan. Such Common Stock may be treasury shares or authorized but unissued shares or a combination of the foregoing. If any shares of Restricted Stock granted under this Plan are forfeited or an Option granted under this Plan expires or terminates for any reason other than its exercise, the forfeited, expired or terminated shares subject to such Restricted Stock or Option grant shall be available for the grant of other shares of Restricted Stock or Options to the same employee or other employees. The Committee will maintain records showing the cumulative total of number of shares of Restricted Stock and Common Stock subject to Options outstanding under the Plan.

     4. Eligibility. The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting of Restricted Stock and Options to Directors, officers and to other key salaried employees of the Corporation or any of its subsidiaries or affiliated partnerships (each a “Grantee”)) and may fix the number of shares to be covered by such grant. Successive Restricted Stock and Option grants may be made to the same person whether or not the Restricted Stock first granted to such person remains unvested and whether or not the Option or Options first granted to such person remain unexercised.

     5. Options.

     (a) Type. Options granted under the Plan may be (i) options which are intended to qualify as incentive stock options under Section 422 of the Code (“Incentive Stock Options”); (ii) options which are not intended to qualify under Section 422 of the Code; or (iii) both of the foregoing if granted separately, not in tandem. No option granted under the Plan shall be an Incentive Stock Option unless the stock option agreement evidencing such option specifically states that the option is intended to be an Incentive Stock Option.

     (b) Term of Option and Transferability. The term of each Option granted under the Plan shall be established by the Committee, but the term of Incentive Stock Options shall not exceed ten years from the date of grant; provided, however, that in the case of a Grantee who owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Corporation or of its parent or subsidiary corporations at the time an Option which is intended to qualify as an Inventive Stock Option is granted, the term of such Option shall not exceed five years from the date of grant. No Option shall be transferable by the Grantee otherwise than by will or the laws of descent and distribution. Options shall be exercisable during the Grantee’s lifetime only by the Grantee or by his or her legal guardian or legal representative.

     (c) Option Price and Payment. The Option price (which may not be less than fair market value) shall be established by the Committee, provided that in the case of an Option intended to qualify as an Incentive Stock Option the Option price shall be not less than the fair market value of the shares covered by the Option at the time the Option is granted (110% of such fair market value in the case of an Option intended to qualify as an Incentive Stock Option granted to an individual who, at the time the Option is granted, owns shares possessing more than 10% of the total combined voting power of all classes of shares of the Corporation, its parent or any of its subsidiaries). If Common Stock of the same class as the stock subject to Incentive Stock Options granted or to be granted hereunder are at any time traded on a national securities exchange, the term “fair market value” shall mean (i) the mean between the highest and lowest selling prices reported by the consolidated stock exchange network for such stock on the date as of which the determination is to be made; or (ii) if there are no sales of such Common Stock reported by the consolidated stock exchange network on such date, the mean between the highest and lowest reported selling prices on the consolidated stock exchange network on the nearest trading date before such date and on which there were such sales. If such shares of Common Stock are at any time traded only otherwise

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than on a national securities exchange, the term “fair market value” shall mean the mean between the bid and asked prices of the stock as reported by such sources as shall be, in the judgment of the Committee, appropriate evidence of such prices or, if quoted on NASDAQ, the mean between NASDAQ high and low selling prices, as of the close of business on the date for which a determination is being made. If there shall be no trading in such Common Stock at any time, then the term “fair market value” means the value per share of stock as determined by the Committee upon consideration of such financial and market data as the Committee may deem necessary and appropriate. The Option price shall be payable (i) in cash, (ii) by check acceptable to the Corporation, (iii) by delivery of Common Stock of the sale class of stock subject to the Option, or (iv) a combination of the above so that the sum of the fair market value of any such cash, check or Common Stock equals the Option price.

     (d) Adjustments. The Committee shall make or provide for such adjustments in the Option price and in the number or kind of shares of Common Stock or other securities covered by outstanding Options as the Committee in its sole discretion, exercised in good faith, may determine are equitably required to prevent dilution or enlargement of the rights of Grantees that would otherwise result from (i) any share dividend, share split, combination of shares, issuance of rights or warrants to purchase shares, recapitalization or other change in the capital structure of the Corporation; (ii) any merger, consolidation, separation, reorganization or partial or complete liquidation; or (iii) any other corporate transaction or event having an effect similar to any of the foregoing. The Committee shall not have the power to reduce the Option price for outstanding Options except in the case of transactions described in the preceding sentence. The Committee shall also make or provide for such adjustments in the number or kind of shares of Common Stock which may be sold under this Plan as the Committee in its sole discretion, exercised in good faith, may determine are appropriate to reflect any transaction or event described in this Section.

     (e) Other Terms. Each grant of Options hereunder shall be evidenced by a stock option agreement. Each stock option agreement shall contain provisions established by the Committee setting forth the manner of exercise of such Option, whether the Option granted is intended to qualify or not to qualify as an Incentive Stock Option and such other terms and conditions not inconsistent herewith as shall be approved by the Committee.

     6. Restricted Stock. With respect to Restricted Stock grants, the Committee may determine the price (if any) to be paid by the Grantee, the date or dates upon which the Restricted Stock will vest, the period or periods within which such Restricted Stock will be subject to forfeiture and other terms and conditions of the grant. The Committee may condition the granted of Restricted Stock upon the attainment of specified performance goals or such other factors as the Committee may determine in its sole discretion. No shares of Restricted Stock will be transferable during any period of restriction by a Grantee other than by will or the laws of descent and distribution.

     Each grant of Restricted Stock hereunder shall be evidenced by a restricted stock agreement containing provisions established by the Committee. Each Grantee of Restricted Stock will receive a stock certificate in respect of those shares of Restricted Stock. The certificate will be registered in the name of the Grantee and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to the grant; provided however that the Committee shall require that the stock certificates evidencing the Restricted Stock be held in custody of the Company until the restrictions thereon have lapsed and that, as a condition of any grant of Restricted Stock, the Grantee shall have delivered to the Company a stock power, endorsed in blank, relating to the shares evidenced by the grant. Except as set forth herein, a Grantee will have, with respect to shares of Restricted Stock granted, all of the rights of a shareholder of the Company, including the right to vote the Restricted Stock and the right to receive dividends.

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     7. Amendment. This Plan may be amended from time to time by the Board but, without further approval by the stockholders of the Corporation, no such amendment shall (i) increase the aggregate number of shares of Common Stock that may be issued and sold under this Plan (except to the extent authorized by Paragraph 5(d), (ii) change the designation in Paragraph 4 of the class of employees eligible to receive Options, or (iii) materially increase the benefits accruing to Grantees.

     8. Time of Grant. The date of grant of Restricted Stock or Options under this Plan shall, for all purposes, be the date on which the Committee makes the determination to grant such Restricted Stock or Options. Notice of the determination shall be given to each employee to whom shares of Restricted Stock or Options are so granted within a reasonable time after the date of such grant.

     9. Termination of Plan. This Plan shall be terminated and no further Restricted Stock or Options shall be granted hereunder as of the tenth anniversary of the earlier of (i) the date the Plan is adopted by the Board or (ii) the date this Plan, as herein amended and restated, is approved by the Corporation’s stockholders.

     10. General Provisions. Neither the adoption of this Plan nor its operation, nor any document describing or referring to this Plan or any part thereof, shall confer upon any Grantee any right to continue in the employ of the Corporation or any parent or subsidiary corporation, or shall in any way affect the right and power of the Corporation or any parent or subsidiary corporation to terminate the employment of any Grantee under the Plan at any time with or without assigning a reason therefor, to the same extent as the Corporation might have done if the Plan had not been adopted.

     11. Compliance with Law and Approval of Regulatory Body. No Option shall be exercisable and no stock will be delivered under this Plan except in compliance with all applicable federal and state laws and regulations, including, without limitation, compliance with applicable withholding tax requirements, if any, and the rules of all domestic stock exchanges on which the Corporation may be listed. Any stock certificates issued to evidence Restricted Stock or stock as to which an Option is exercised may bear such legends and statements as the Committee shall deem advisable to assure compliance with federal and state laws and regulations. No Option shall be exercisable, and no stock will be delivered under this Plan, until the Corporation has obtained such consent or approval from the regulatory body, federal or state, having jurisdiction over such matters as the Committee may deem advisable.

     In the case of the exercise of an Option by a person or estate acquiring the right to exercise such Option by bequest or inheritance, the Committee may require reasonable evidence as to the ownership of such Option and may require such consents and releases of taxing authorities as the Committee may deem advisable.

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OUTBACK STEAKHOUSE, INC.
2202 N. WEST SHORE BLVD., SUITE 500
TAMPA, FL 33607

COMMON STOCK PROXY

ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON APRIL 21, 2004
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

     The undersigned hereby appoints Chris T. Sullivan, Robert S. Merritt and Joseph J. Kadow, and each of them, as Proxy holders and attorneys, with full power of substitution, to appear and vote all the Common Stock of Outback Steakhouse, Inc. (the “Company”), which the undersigned shall be entitled to vote at the Annual Meeting of Stockholders of the Company, to be held at A la Carte Event Pavilion, 4050-B Dana Shores Drive, Tampa, Florida 33634, on Wednesday, April 21, 2004, at 10:00 a.m., Tampa time, and at any adjournments or postponements thereof, hereby revoking any and all proxies heretofore given, and authorizes and directs said Proxy holders to vote all the Common Stock of the Company represented by this Proxy as follows, with the understanding that if no directions are given below, said shares will be voted FOR the election of the two directors nominated by the Board of Directors and FOR the proposals set forth below.

(Continued, and to be executed and dated on the other side.)

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     Nominees: John A. Brabson, Jr. and Lee Roy Selmon

     (INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the “Exceptions” box and write that nominee’s name in the space provided below.)

     *EXCEPTIONS:    

Your signature on this Proxy form should be exactly as name appearing hereon. Persons signing as executors, administrators, trustees and similar capacities should so indicate. For joint accounts in the name of each and similar joint owner should be signed.

DATED ________________________________________________________________

_______________________________________________________________________
                        Signature

_______________________________________________________________________
                        Signature, if held jointly

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