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.


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         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.


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         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.

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                                 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.


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                     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
<PAGE>


                                  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
<PAGE>


                                  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
<PAGE>


         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
<PAGE>


         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
<PAGE>


         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
<PAGE>



                            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."



<PAGE>


                         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.


<PAGE>



                         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."

<PAGE>

                                   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."

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


         The  following is a suggested  change in the Bylaws of the Company with
respect to the annual (and any special)  meeting of the  stockholders.  Although
the matters  covered by the proposed  amendment  have not as yet  confronted the
Company,  I thought that the adoption of the amendment  would be  appropriate at
this time  because of the other  focus on  corporate  governance.  The  proposed
amendment (which would be a new addition to the Bylaws) is as follows:

         "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."


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