SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SELMON LEE ROY

(Last)

(First)

(Middle)

C/O OUTBACK STEAKHOUSE, INC.

2202 N. WEST SHORE BLVD., 5TH FLOOR

(Street)

TAMPA

33607

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2004

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $.01	02/24/2004		M		500	A	$17.5	500	D
Common Stock, par value $.01	02/24/2004		S		500	D	$45.65	0	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units ("PSU")	⁽¹⁾							⁽²⁾	⁽²⁾	Common Stock	2,756.31		2,756.31⁽³⁾	D
Stock Option (right to buy)	$17.5	02/24/2004		M			500	10/19/1996	07/19/2004	Common Stock	500	$17.5	0⁽⁴⁾	D

Explanation of Responses:

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 on January 1, 2005.

3. Derivative securities beneficially owned include the following and are each settled 100% in the Company's common stock on June 30, 2004: (i) 512.11 PSU accrued in 1997 at prices ranging from $15.840 to $17.669; (ii) 470.64 PSU accrued in 1998 at prices ranging from $18.070 to $24.697; (iii) 346.61 PSU accrued in 1999 at prices ranging from $25.33 to $36.68; (iv) 349.98 PSU accrued in 2000 at prices ranging from $23.603 to $29.821; (v) 383.69 PSU accrued in 2001 at prices ranging from $24.85 to $27.98; and (vi) 314.92 PSU accrued in 2002 at prices ranging from $28.00 to $37.38. Derivative securities beneficially owned also include: 311.82 PSU accrued in 2003 at prices ranging from $33.82 to $38.64, and are each settled 100% in the Company's common stock on January 1, 2005 and 66.54 PSU accrued in 2004 at a price of $44.41, and are each settled 100% in the Company's common stock on July 1, 2005.

4. Currently exercisable. The option vested in three equal annual installments beginning on October 19, 1994.

Remarks:

	Joseph J. Kadow, Attorney-in-Fact	02/25/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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