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                         APPLEBEE'S INTERNATIONAL, INC.

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                              FIRST RESTATEMENT OF
                                  B Y - L A W S

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                                    ARTICLE I
                                     OFFICES

         Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.

         Section 2. The corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.

                                   ARTICLE II
                            MEETINGS OF STOCKHOLDERS

         Section 1. All meetings of the stockholders for the election of
directors shall be held in Kansas City, State of Missouri, at such place as may
be fixed from time to time by the board of directors, or at such other place
either within or without the state of Delaware as shall be designated from time
to time by the board of directors and stated in the notice of the meeting.
Meetings of stockholders for any other purpose may be held at such time and
place, within or without the State of Delaware, as shall be stated in the notice
of the meeting or in a duly executed waiver of notice thereof.

         Section 2. Annual meetings of stockholders, commencing with the year
1988, shall be held on the fifteenth day of July if not a legal holiday, and if
a legal holiday, then on the next secular day following, at 10:00 A.M., or at
such other date and time as shall be designated from time to time by the board
of directors and stated in the notice of the meeting, at which they shall elect
by a plurality vote a board of directors, and transact such other business as
may properly be brought before the meeting.

         Section 3. Written notice of the annual meeting stating the place, date
and hour of the meeting shall be given to each stockholder entitled to vote at
such meeting not less than ten nor more than sixty days before the date of the
meeting.

                                        1

         Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.

         Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.

         Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten nor more than sixty days before the
date of the meeting, to each stockholder entitled to vote at such meeting.

         Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.

         Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than an announcement
at the meeting, until a quorum shall be present or represented. At such
adjourned meeting at which a quorum shall be present or represented any business
may be transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.

         Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.

                                        2

         Section 10. Unless otherwise provided in the certificate of
incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.

         Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.

                     ARTICLE III - Amended January 26, 1994
                              Amended March 8, 1995

                                    DIRECTORS

         Section 1. Number; Election; Terms. The business and affairs of the
corporation shall be managed by the board of directors. The number of directors
which shall constitute the whole board of directors of the corporation shall be
not less than six nor more than nine. The exact number of directors within the
minimum and maximum limitations specified in the preceding sentence shall be
fixed from time to time by the board of directors pursuant to a resolution
adopted by the affirmative vote of at least all but one of the entire board of
directors.

         Upon the effectiveness of the amendment to the certificate of
incorporation of the corporation pursuant to the Delaware General Corporation
Law, the board of directors of the corporation shall be divided into three
classes, designated Class I, Class II, and Class III, which at all times shall
be as nearly equal in number as possible, as determined by the board of
directors. If the board of directors shall by resolution increase the number of
directors which shall constitute the entire board, such additional directors
shall be designated to serve in either Class I, Class II, or Class III, at the
discretion of the board of directors, so long as each class is maintained as
nearly equal in number as possible. The term of office of the initial Class I
directors shall expire at the annual meeting of stockholders next succeeding the
date which these by-laws are adopted, the term of office of the initial Class II
directors shall expire at the annual meeting of stockholders next succeeding the
annual meeting at which the term of office of the initial Class I directors
expires, and the term of office of the initial Class III directors shall expire
at the annual meeting of stockholders next succeeding the annual meeting at
which the term of office of the initial Class II directors expires. The
appointment of incumbent directors to board of director Classes I, II and III at
the time of said effectiveness of the amendment to the certificate of
incorporation shall be by a resolution adopted by a majority of the stockholders
entitled to vote in an election of directors.

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         At each annual meeting of stockholders following such initial
classification and election, directors elected to succeed those terms expired at
the time of such meeting shall be elected to hold office until the third
succeeding annual meeting of stockholders of their election. In the event of any
increase in the number of directors of the corporation, the additional directors
shall be so classified that all classes of directors shall be increased equally
as nearly as possible.

         Election of directors of the corporation need not be by written ballot.
Directors need not be stockholders.

         Section 2. Vacancies and newly created directorships resulting from any
increase in the authorized number of directors may be filled by a majority of
the directors then in office, though less than a quorum, or by a sole remaining
director, and the directors so chosen shall hold office until the next annual
election and until their successors are duly elected and shall qualify, unless
sooner displaced. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute less than a majority of the whole board (as constituted
immediately prior to any such increase), the Court of Chancery may, upon
application of any stockholder or stockholders holding at least ten percent of
the total number of the shares at the time outstanding having the right to vote
for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.

         Section 3. The business of the corporation shall be managed by or under
the direction of its board of directors which may exercise all such powers of
the corporation and do all such lawful acts and things as are not by statute or
by the certificate of incorporation or by these by-laws directed or required to
be exercised or done by the stockholders.

                       MEETINGS OF THE BOARD OF DIRECTORS

         Section 4. The board of directors of the corporation may hold meetings,
both regular and special, either within or without the State of Delaware.

         Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of the
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.

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         Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time be
determined by the board.

         Section 7. Special meetings of the board may be called by the president
on seven days' notice to each director, either personally or by mail or by
telegram; special meetings shall be called by the president or secretary in like
manner and on like notice on the written request of two directors unless the
board consists of only one director; in which case special meetings shall be
called by the president or secretary in like manner and on like notice on the
written request of the sole director.

         Section 8. At all meetings of the board a majority of the directors
shall constitute a quorum for the transaction of business and the act of a
majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.

         Section 9. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.

         Section 10. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.

                             COMMITTEES OF DIRECTORS

         Section 11. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.

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         In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member.

         Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all the powers and authority of
the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, (except
that a committee may, to the extent authorized in the resolution or resolutions
providing for the issuance of shares of stock adopted by the board of directors
as provided in Section 151(a) fix any of the preferences or rights of such
shares relating to dividends, redemption, dissolution, any distribution of
assets of the corporation or the conversion into, or the exchange of such shares
for, shares of any other class or classes or any other series of the same of any
other class or classes of stock of the corporation) adopting an agreement of
merger or consolidation, recommending to the stockholders the sale, lease or
exchange of all or substantially all of the corporation's property and assets,
recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the by-laws of the corporation; and,
unless the resolution or the certificate of incorporation expressly so provide,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock or to adopt a certificate of ownership and
merger. Such committee or committees shall have such name or names as may be
determined from time to time by resolution adopted by the board of directors.

         Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.

                            COMPENSATION OF DIRECTORS

         Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.

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                                   ARTICLE IV
                                     NOTICES

         Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by-laws, notice is required to be given
to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.

         Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.

                                    ARTICLE V
                                    OFFICERS

         Section 1. The officers of the corporation shall be chosen by the board
of directors and shall be a chairman of the board, a president, a secretary and
a treasurer. The board of directors may also choose one or more vice-presidents,
and one or more assistant secretaries and assistant treasurers. Any number of
offices may be held by the same person, unless the certificate of incorporation
or these by-laws otherwise provide.

         Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a chairman of the board, a
president, a secretary and a treasurer.

         Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.

         Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.

         Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.

                            THE CHAIRMAN OF THE BOARD

         Section 6. The chairman of the board of directors shall preside at all
meetings of the stockholders and the board of directors, and shall have
supervision of such matters as may be designated to him by the board of
directors.

         Section 7. He may also sign all notes, agreements or other instruments
in writing made and entered into for or on behalf of the corporation.

                                        7

                                  THE PRESIDENT

         Section 8. The president, in the absence of the chairman of the board,
shall preside at all meetings of the stockholders and the board of directors. He
shall have general and active management of the business of the corporation and
shall see that all orders and resolutions of the board of directors are carried
into effect.

         Section 9. He shall execute stock certificates, bonds, mortgages and
other contracts requiring a seal, under the seal of the corporation, except
where required or permitted by law to be otherwise signed and executed and
except where the signing and execution thereof shall be expressly delegated by
the board of directors to some other officer or agent of the corporation.

                               THE VICE-PRESIDENTS

         Section 10. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice-presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.

                      THE SECRETARY AND ASSISTANT SECRETARY

         Section 11. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform such other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
authority to affix the same to any instrument requiring it and when so affixed,
it may be attested by his signature or by the signature of such assistant
secretary. The board of directors may give general authority to any other
officer to affix the seal of the corporation and to attest the affixing by his
signature.

         Section 12. The assistant secretary, or if there be more than one, the
assistant secretaries in the order determined by the board of directors (or if
there be no such determination, then in the order of their election) shall, in
the absence of the secretary or in the event of his inability or refusal to act,
perform the duties and exercise the powers of the secretary and shall perform
such other duties and have such other powers as the board of directors may from
time to time prescribe.

                                        8

                     THE TREASURER AND ASSISTANT TREASURERS

         Section 13. The treasurer shall have the custody of the corporate funds
and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.

         Section 14. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.

         Section 15. If required by the board of directors, he shall give the
corporation a bond in such sum and with such surety or sureties as shall be
satisfactory to the board of directors for the faithful performance of the
duties of his office and for the restoration to the corporation, in case of his
death, resignation, retirement or removal from office, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation.

         Section 16. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such determination, then in the order of their election)
shall, in the absence of the treasurer or in the event of his inability or
refusal to act, perform the duties and exercise the powers of the treasurer and
shall perform such other duties and have such other powers as the board of
directors may from time to time prescribe.

                                   ARTICLE VI
                             CERTIFICATES FOR SHARES

         Section 1. The shares of the corporation shall be represented by a
certificate or shall be uncertificated. Certificates shall be signed by, or in
the name of the corporation by, the chairman or vice-chairman of the board of
directors, or the president or a vice-president and the treasurer or an
assistant treasurer, or the secretary or an assistant secretary of the
corporation.

         Within a reasonable time after the issuance or transfer of
uncertificated stock, the corporation shall send to the registered owner thereof
a written notice containing the information required to be set forth or stated
on certificates pursuant to Sections 151, 156, 202(a) or 218(a) or a statement
that the corporation will furnish without charge to each stockholder who so
requests the powers, designations, preferences and relative participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.

         Section 2. Any of or all the signatures on a certificate may be
facsimile. In case any officer, transfer agent or registrar who has singed or
whose facsimile signature has been placed upon a certificate shall have ceased
to be such officer, transfer agent or registrar before such certificate is
issued, it may be issued by the corporation with the same effect as if he were
such officer, transfer agent or registrar at the date of issue.

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                                LOST CERTIFICATES

         Section 3. The board of directors may direct a new certificate or
certificates or uncertificated shares to be issued in place of any certificate
or certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates or uncertificated
shares, the board of directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or
destroyed certificate or certificates, or his legal representative, to advertise
the same in such manner as it shall require and/or to give the corporation a
bond in such sum as it may direct as indemnity against any claim that may be
made against the corporation with respect to the certificate alleged to have
been lost, stolen or destroyed.

                                TRANSFER OF STOCK

         Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
Upon receipt of proper transfer instructions from the registered owner of
uncertificated shares such uncertificated shares shall be canceled and issuance
of new equivalent uncertificated shares or certificated shares shall be made to
the person entitled thereto and the transaction shall be recorded upon the books
of the corporation.

                  FIXING RECORD DATE - Amended August 15, 1994

         Section 5. In order that the corporation may determine the stockholders
entitled to notice of or to vote at any meeting of stockholders or any
adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty day prior to any other action. A determination
of stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting: provided, however,
that the board of directors may fix a new record date for the adjourned meeting.

                             REGISTERED STOCKHOLDERS

         Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on its books as the owner of shares to receive
dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.

                                       10

                                   ARTICLE VII
                               GENERAL PROVISIONS
                                    DIVIDENDS

         Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions of the certificate of incorporation, if any, may be declared
by the board of directors at any regular or special meeting, pursuant to law.
Dividends may be paid in cash, in property, or in shares of the capital stock,
subject to the provisions of the certificate of incorporation.

         Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.

                                ANNUAL STATEMENT

         Section 3. The board of directors shall present at each annual meeting,
and at any special meeting of the stockholders when called for by vote of the
stockholders, a full and clear statement of the business and condition of the
corporation.

                                     CHECKS

         Section 4. All checks or demands for money and notes of the corporation
shall be signed by such officer or officers or such other person or persons as
the board of directors may from time to time designate.

                                   FISCAL YEAR

         Section 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.

                                      SEAL

         Section 6. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.

                                       11

                                  ARTICLE VIII
                                   AMENDMENTS

         Section 1. Subject to any requirements set forth in these by-laws,
these by-laws may be amended or repealed, and any new by-laws may be adopted, by
a majority of the stockholders entitled to vote or by a majority of the board of
directors, except that the provisions of Article III may be amended only by the
affirmative vote of at least all but one of the board of directors or by the
vote of eighty percent of the stockholders entitled to vote.

                                   ARTICLE IX
                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 1. The corporation shall indemnify each person who has been or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
investigative or appellate (other than an action by or in the right of the
corporation) by reason of the fact that such person is or was an officer or
director of the corporation or is or was serving at the corporation's request as
a director or officer of any Other Enterprise against all liabilities and
expenses, including, without limitation, judgments, amounts paid in settlement
(provided that such settlement and all amounts paid in connection therewith are
approved in advance by the corporation in accordance with Section 4 of this
Article IX, which approval shall not be unreasonably withheld), attorneys' fees,
ERISA excise taxes or penalties, fines and other expenses actually and
reasonably incurred by such person in connection with such action, suit or
proceeding (including without limitation the investigation, defense, settlement
or appeal of such action, suit or proceeding) if such person acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful;
provided, however, that the corporation shall not be required to indemnify or
advance expenses to any such person or persons seeking indemnification or
advancement of expenses in connection with an action, suit or proceeding
initiated by such person unless the initiation of such action, suit or
proceeding was authorized by the board of directors of the corporation. The
termination of any such action, suit or proceeding by judgment, order,
settlement, conviction or under a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any criminal action
or proceeding that he had reasonable cause to believe that his conduct was
unlawful.

                                       12

         Section 2. The corporation shall indemnify each person who has been or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that such person is or was
an officer or director of the corporation or is or was serving at the
corporation's request as a director or officer of any Other Enterprise against
amounts paid in settlement thereof (provided that such settlement and all
amounts paid in connection therewith are approved in advance by the corporation
in accordance with Section 4 of this Article IX, which approval shall not be
unreasonably withheld) and all expenses (including attorneys' fees) actually and
reasonably incurred by such person in connection with the defense or settlement
of such action, suit or proceeding (including without limitation the
investigation, defense, settlement or appeal of such action, suit or proceeding)
if such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification under this Section 2 shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged
liable to the corporation unless and only to the extent that the court in which
the action, suit or proceeding is brought determines upon application that,
despite the adjudication of liability and in view of all the circumstances of
the case, the person is fairly and reasonably entitled to such indemnification.

         Section 3. Notwithstanding the other provisions of this Article IX, to
the extent that a person who is or was serving as a director or officer of the
corporation, or is or was serving at the request of the corporation as a
director or officer of any Other Enterprise, has been successful on the merits
or otherwise in defense of any action, suit or proceeding referred to in
Sections 1 and 2 of this Article IX (including the dismissal of any such action,
suit or proceeding without prejudice), or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.

         Section 4. Prior to indemnifying a person pursuant to the provisions of
Sections 1 and 2 of this Article IX, unless ordered by a court and except as
otherwise provided by Section 3 of this Article IX, the corporation shall
determine that such person has met the specified standard of conduct entitling
such person to indemnification as set forth under Sections 1 and 2 of this
Article IX. Any determination that a person shall or shall not be indemnified
under the provisions of Sections 1 and 2 of this Article IX shall be made by the
board of directors by a majority vote of a quorum consisting of directors who
were not parties to the action, suit or proceeding, or if such quorum is not
obtainable, or even if obtainable, if a quorum of disinterested directors so
directs, by independent legal counsel in a written opinion or by the
stockholders, and such determination shall be final and binding upon the
corporation; provided, however, that in the event such determination is adverse
to the person or persons to be indemnified hereunder, such person or persons
shall have the right to maintain an action in any court of competent
jurisdiction against the corporation to determine whether or not such person has
met the requisite standard of conduct and is entitled to such indemnification
hereunder. If such court action is successful and the person or persons is
determined to be entitled to such indemnification, such person or persons shall
be reimbursed by the corporation for all fees and expenses (including attorneys'
fees) actually and reasonably incurred in connection with any such action
(including without limitation the investigation, defense, settlement or appeal
of such action).

                                       13

         Section 5. Expenses (including attorneys' fees) actually and reasonably
incurred by a person who may be entitled to indemnification hereunder in
defending an action, suit or proceeding, whether civil, criminal,
administrative, investigative or appellate, shall be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such person to repay such amount if it
shall ultimately be determined that he is not entitled to indemnification by the
corporation. Notwithstanding the foregoing, no advance shall be made by the
corporation if a determination is reasonably and promptly made by (i) the board
of directors by a majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding for which the advancement is
requested, (ii) if a quorum is not obtainable, or even if obtainable, if a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (iii) by the stockholders, that, based upon the facts known
to the board, counsel or stockholders at the time such determination is made,
such person acted in bad faith and in a manner that such person did not believe
to be in or not opposed to the best interest of the corporation, or, with
respect to any criminal proceeding, that such person believed or had reasonable
cause to believe his conduct was unlawful. In no event shall any advance be made
in instances where the board, stockholders or independent legal counsel
reasonably determines that such person deliberately breached his duty to the
corporation or its stockholders.

         Section 6. The indemnification and advancement of expenses provided by
this Article IX shall not be exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
statute, under the certificate of incorporation, by-laws, agreement, vote of
stockholders or disinterested directors, policy of insurance or otherwise, both
as to action in their official capacity and as to action in another capacity
while holding their respective offices, and shall not limit in any way any right
which the corporation may have to make additional indemnifications with respect
to the same or different persons or classes of persons. The indemnification and
advancement of expenses provided by, or granted pursuant to, this Article IX
shall continue as to a person who has ceased to be a director, officer, employee
or agent and shall inure to the benefit of the heirs, executors, administrators
and estate of such a person.

         Section 7. Upon resolution passed by the board of directors, the
corporation may purchase and maintain insurance on behalf of any person who is
or was a director or officer of the corporation, or is or was serving at the
request of the corporation as a director or officer of any Other Enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the
provisions of this Article IX.

         Section 8. The rights granted by this Article IX shall be vested in
each person entitled to indemnification hereunder as a bargained-for,
contractual condition of such person's acceptance of his election or appointment
as a director or officer of the corporation or serving at the request of the
corporation as a director or officer of any Other Enterprise and while this
Article IX may be amended or repealed, no such amendment or repeal shall
release, terminate or adversely affect the rights of such person under this
Article IX with respect to any act taken or the failure to take any act by such
person prior to such amendment or repeal or with respect to any action, suit or
proceeding with respect to such act or failure to act filed after such amendment
or repeal.

                                       14

         Section 9. For purposes of this Article IX, references to "the
corporation" shall, if and only if the board of directors shall determine,
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors or officers or persons serving at the
request of such constituent corporation as a director or officer of any Other
Enterprise, so that any person who is or was a director or officer of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director or officer of any Other Enterprise, shall stand in the
same position under the provisions of this Article IX with respect to the
resulting or surviving corporation as such person would have with respect to
such constituent corporation if its separate existence had continued.

         Section 10. For the purpose of this Article IX, references to "Other
Enterprises" or "Other Enterprise" shall include without limitation any other
corporation, partnership, joint venture, trust or employee benefit plan;
references to "fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan; references to "defense" shall include
investigations of any threatened, pending or completed action, suit or
proceeding as well as appeals thereof and shall also include any defensive
assertion of a cross claim or counterclaim; and references to "serving at the
request of the corporation" shall include any service as a director or officer
of a corporation which imposes duties on, or involves services by, such director
or officer with respect to an employee benefit plan, its participants, or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of any employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the corporation" as referred to in this Article
IX. For the purpose of this Article IX, unless the board of directors of the
corporation shall determine otherwise, any director or officer of the
corporation who shall serve as an officer or director of any Other Enterprise of
which the corporation, directly or indirectly, is a stockholder or creditor, or
in which the corporation is in any way interested, shall be presumed to be
serving as such director or officer at the request of the corporation. In all
other instances where any person shall serve as a director or officer of an
Other Enterprise, if it is not otherwise established that such person is or was
serving as such director or officer at the request of the corporation, the board
of directors of the corporation shall determine whether such person is or was
serving at the request of the corporation, and it shall not be necessary to show
any actual or prior request for such service, which determination shall be final
and binding on the corporation and the person seeking indemnification.

         Section 11. If any provision of this Article IX or the application of
any such provision to any person or circumstance is held invalid, illegal or
unenforceable for any reason whatsoever, the remaining provisions of this
Article IX and the application of such provisions to other persons or
circumstances shall not be affected thereby and to the fullest extent possible
the court finding such provision invalid, illegal or unenforceable shall modify
and construe the provisions so as to render it valid and enforceable as against
all persons or entities and to give the maximum possible protection to persons
subject to indemnification hereby within the bounds of validity, legality and
enforceability. Without limiting the generality of the foregoing, if any officer
or director of the corporation or any person who is or was serving at the
request of the corporation as a director or officer of any Other Enterprise, is
entitled under any provision of this Article IX, to indemnification by the
corporation for some or a portion of the judgments, amounts paid in settlement,
attorneys' fees, ERISA excise taxes or penalties, fines or other expenses
actually and reasonably incurred by any such person in connection with any
threatened, pending or completed action, suit or proceeding (including without
limitation, the investigation, defense, settlement or appeal of such action,
suit or proceeding), whether civil, criminal, administrative, investigative or
appellate, but not, however, for all of the total amount thereof, the
corporation shall nevertheless indemnify such person for the portion thereof to
which such person is entitled.

                                       15

                            AMENDMENT TO THE BY-LAWS
                                       OF
                         APPLEBEE'S INTERNATIONAL, INC.

Section 1 of Article III is amended by adding at the end of the Present Section
1 the following paragraph:

         "Nominations of persons for election to the board of directors of the
corporation may be made by or at the direction of the board of directors, by any
nominating committee or person appointed by the board of directors, or by any
shareholder of the corporation entitled to vote for the election of directors at
the meeting who complies with the notice procedures set forth in this Section 1
of Article III. Such nominations, other than those made by or at the direction
of the board of directors, shall be made pursuant to written notice to the
secretary of the corporation complying with the requirements of this Section. To
be timely, a shareholder's notice shall be delivered to or mailed and received
at the principal executive offices of the corporation not less than 60 days nor
more than 75 days prior to the meeting; provided, however, that in the event
first notice or first public disclosure of the date of the meeting is given or
made to shareholders during the 60 day period prior to the meeting, notice by
the shareholder to be timely must be so delivered or received not later than the
close of business of the 10th day following the day on which such notice of the
date of the meeting was mailed or such public disclosure was made. Such
shareholder's notice to the secretary shall include:

         (a) as to each whom the shareholder proposes to nominate for election
or re-election as a director,

                  (i) the name, age, business address and residence address of
         the person;

                  (ii) the principal occupation or employment of the person;

                  (iii) the class and number of shares of capital stock of the
         corporation which are beneficially owned by the person;

                  (iv) any other information relating to the person as would be
         required to be disclosed in solicitation of proxies for election of
         directors pursuant to the proxy rules of the Securities and Exchange
         Commission had such person be nominated, or intended to be nominated,
         by the board of directors of the corporation; and

                  (v) the written consent of such person to serve as director of
         the corporation if so elected; and

         (b) As to the shareholder giving the notice,

                  (i) the name and record address of the shareholder;

                  (ii) the class and number of shares of capital stock of the
         corporation which are beneficially owned by the shareholder;

                  (iii) a representation that the shareholder is holder of
         record of capital stock of the corporation entitled to vote at such
         meeting and intends to appear in person or by proxy at the meeting to
         nominate the person or persons specified in the notice; and

                  (iv) a description of all arrangements or understandings
         between the shareholder and each nominee and any person or persons
         (naming such person or persons) pursuant to which the nomination or
         nominations are to be made by the shareholder.

The corporation may require any proposed nominee to furnish such other
information as may reasonably be required by the corporation to determine the
eligibility of such proposed nominee to serve as director of the corporation. No
person shall be eligible for election as a director of the corporation, and the
chairman of the meeting may refuse to acknowledge the nomination of any person,
unless such person nominated in compliance with the foregoing procedure."

                                       16

                         Applebee's International, Inc.
                      Amendment to Bylaws - August 15, 1994

                              FIXING OF RECORD DATE

                  Section 5. (a) In order that the corporation may determine the
         stockholders entitled to notice of or to vote at any meeting of
         stockholders or any adjournment thereof, or entitled to receive
         payments of any dividend or other distribution or allotment of any
         rights, or entitled to exercise any rights in respect of any change,
         conversion or exchange of stock or for the purpose of any other lawful
         action other than stockholder action by written consent, the Board of
         Directors may fix a record date, which shall not precede the date such
         record date is fixed and shall not be more than sixty nor less than ten
         days before the date of such meeting, nor more than sixty days prior to
         any such other action. If no record date is fixed, the record date for
         determining stockholders entitled to notice of or to vote at a meeting
         of stockholders shall be at the close of business on the day next
         preceding the day on which notice is given. The record date for any
         other purpose other than stockholder action by written consent shall be
         at the close of business on the day on which the Board of Directors
         adopts the resolution relating thereto. A determination of stockholders
         of record entitled to notice of or to vote at a meeting of stockholders
         shall apply to any adjournment of the meeting; provided, however, that
         the Board of Directors may fix a new record date for the adjourned
         meeting.

                  (b) In order that the corporation may determine the
         stockholders entitled to consent to corporate action in writing without
         a meeting, the Board of Directors may fix a record date, which record
         date shall not precede the date upon which the resolution fixing the
         record date is adopted by the Board of Directors, and which date shall
         not be more than 10 days after the date upon which the resolution
         fixing the record date is adopted by the Board of Directors. Any
         stockholder of record seeking to have the stockholders authorize or
         take corporate action by written consent shall, by written notice to
         the Secretary, provide a copy of the corporate action proposed to be
         authorized or taken and request the Board of Directors to fix a record
         date. The Board of Directors shall promptly, but in all events within
         10 days after the date on which such a copy of the proposed corporate
         action and request are received, adopt a resolution fixing the record
         date. If no record date has been fixed by the Board of Directors within
         10 days of the date on which such a request is received, the record
         date for determining stockholders entitled to consent to corporate
         action in writing without a meeting, when no prior action by the Board
         of Directors is required by applicable law, shall be the first date on
         which a signed written consent setting forth the action taken or
         proposed to be taken is delivered to the corporation by delivery to its
         registered office in the State of Delaware, its principal place of
         business, or any officer or agent of the corporation having custody of
         the book in which proceedings of meeting of stockholders are recorded.
         Delivery made to the corporation's registered office shall be by hand
         or by certified or registered mail, return receipt requested. If no
         record date has been fixed by the Board of Directors and prior action
         by the Board of Directors required by applicable law, the record date
         for determining stockholders entitled to consent to corporate action in
         writing without a meeting shall be at the close of business on the date
         on which the Board of Directors adopts the resolution taking such prior
         action.

1

                         Applebee's International, Inc.
                       Amendment to Bylaws - March 8, 1995

Section 1 of Article 3 is amended by deleting the first paragraph of Section 1
of Article III and inserting in its place and stead the following:

         "Section 1. Number; Election, Terms. The business and affairs of the
corporation shall be managed by the board of directors. The number of directors
which shall constitute the whole board of directors of the corporation shall not
be less than six nor more than ten. The exact number of directors within the
minimum and maximum limitations specified in the preceding sentence shall be
fixed from time to time by the board of directors pursuant to a resolution
adopted by the affirmative votes of at least all but one of the entire board of
directors."

                                   Adopted at
        the November 1, 1996 Regular Meeting of the Board of Directors:

         RESOLVED, that the first paragraph of Article III, Section 1 of the
         Bylaws of the Company be, and they hereby are, amended by deleting the
         same as it now appears and inserting in its place and stead the
         following:

         "Section 1. Number; Election; Terms. The business and affairs of the
         corporation shall be managed by the board of directors. The number of
         directors which shall constitute the whole board of directors of the
         corporation shall not be less than 9 nor more than 11. The exact number
         of directors within the minimum and maximum limitations specified in
         the preceding sentence shall be fixed from time to time by the board of
         directors pursuant to a resolution adopted by the affirmative votes of
         at least all but one of the entire board of directors."

                         APPLEBEE'S INTERNATIONAL, INC.
                         -------------------------------
                       BYLAW AMENDMENT - DECEMBER 11, 2003
                         CONDUCT OF STOCKHOLDERS MEETING

          The following new section is added to the Bylaws:

         "ARTICLE II, Section 12. Conduct of Stockholder Meetings. The time of
the opening and closing of the polls for each matter upon which the stockholders
will vote at a meeting shall be determined and announced at the meeting by the
chairman presiding at the meeting. The Board of Directors may, to the extent not
prohibited by law, adopt by resolution such rules, regulations and procedures
for the conduct of the meeting as it deems appropriate. Except to the extent
inconsistent with such rules and regulations so adopted by the Board of
Directors, the chairman of any meeting of stockholders shall have the right and
authority to prescribe such rules, regulations and procedures and to do all such
acts as, in the sole judgment of such chairman, are appropriate for the proper
conduct of any such meeting. Such rules, regulations or procedures, whether
prescribed by the Board of Directors or adopted by the chairman of the meeting,
may, to the extent not prohibited by law, include, without limitation, the
following: (i) the establishment of an agenda or order of business for the
meeting; (ii) rules, regulations and procedures for maintaining order at the
meeting and for the safety of those persons present at the meeting; whether any
threat or activity with respect to such order or safety is real or perceived;
(iii) limitations on and procedures for attendance at, admission to or
participation in the meeting, including for example, limiting the meeting to
stockholders of record of the Company, their duly authorized and constituted
proxies or such other persons as the chairman of the meeting shall determine;
(iv) restrictions on the entry to the meeting after the time fixed for the
commencement thereof; and (v) limitations on the time allotted to questions or
comments by the meeting participants and the responses thereto. Unless, and to
the extent determined by the Board of Directors or the chairman of the meeting,
meetings of stockholders shall not be required to be held in accordance with the
rules of parliamentary procedure."

                         APPLEBEE'S INTERNATIONAL, INC.

                    Amendment to Bylaws Adopted March 1, 2005

         RESOLVED, that Article III, Section 1 of the Bylaws of the Company be,
and it hereby is, amended by deleting the first paragraph and substituting in
its place the following:

         "Section 1. Number; Election; Terms. The business and affairs of the
         corporation shall be managed by the Board of Directors. The number of
         directors which shall constitute the whole Board of Directors of the
         corporation shall not be less than 9 nor more than 13. The exact number
         of directors within the minimum and maximum limitations specified in
         the preceding sentence shall be fixed from time to time by the Board of
         Directors pursuant to a resolution adopted by the affirmative votes of
         at least all but one of the entire Board of Directors."
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