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

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)         October 26, 2005
                                                 -------------------------------

                         APPLEBEE'S INTERNATIONAL, INC.
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             (Exact name of registrant as specified in its charter)


        DELAWARE                    000-17962                  43-1461763
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(State or other jurisdiction       (Commission                (IRS Employer
    of incorporation)              File Number)            Identification No.)


    4551 W. 107th Street, Overland Park, Kansas                        66207
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      (Address of principal executive offices)                       (Zip Code)



                                 (913) 967-4000
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              (Registrant's telephone number, including area code)


                                 Not applicable
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          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

-   Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

-   Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

-   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

-   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))



<PAGE>


Item 1.01.    Entry into a Material Definitive Agreement.

         On October 26, 2005,  Applebee's  International,  Inc. (the  "Company")
entered into Amendment No. 2 (the  "Amendment") to the 5-year  Revolving  Credit
Agreement,  as amended (the "Credit  Facility") dated as of December 3, 2004, by
and among the Company, JPMorgan Chase Bank, N.A. as Swing Line Lender, LC Issuer
and  Administrative  Agent and certain other financial  institutions as lenders.
The Amendment  increases the aggregate  revolving  credit  commitment  available
under the Credit Facility from  $200,000,000 to $250,000,000 and provides for an
additional  $75,000,000 of revolving credit upon  satisfaction of the conditions
set forth in the Credit  Facility.  After giving effect to the Amendment,  as of
October 26, 2005, the Company had borrowings of $149.4 million and approximately
$91.2 million available under the Credit Facility.

         The Amendment is incorporated  by reference  herein and attached hereto
as Exhibit 10.1.

Item 2.03.    Creation of a  Direct Financial Obligation or an  Obligation under
an Off-Balance Sheet Arrangement of a Registrant.

         The  information set forth above under "Item 1.01 Entry into a Material
Definitive Agreement" is hereby incorporated by reference.

Item 9.01.    Financial Statements and Exhibits.

         (c)    Exhibits

         10.1   Amendment No. 2 dated as of October 26, 2005 to 5-Year Revolving
                Credit  Agreement  dated as of  December  3, 2004,  by and among
                Applebee's  International,  Inc.,  JPMorgan Chase Bank,  N.A. as
                Swing  Line  Lender,  LC  Issuer  and  Administrative  Agent and
                certain other parties thereto.




<PAGE>



                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

         Date:  October 27, 2005

                                       APPLEBEE'S INTERNATIONAL, INC.


                                       By: /s/ Steven K. Lumpkin
                                          --------------------------------------
                                          Steven K. Lumpkin
                                          Executive Vice President and
                                          Chief Financial Officer


<PAGE>


                                  Exhibit Index

Exhibit
Number             Description
-------            -----------

10.1               Amendment  No. 2  dated  as  of  October 26, 2005  to  5-Year
                   Revolving  Credit  Agreement dated as of December 3, 2004, by
                   and among  Applebee's  International,  Inc.,  JPMorgan  Chase
                   Bank, N.A. as Swing Line Lender, LC Issuer and Administrative
                   Agent and certain other parties thereto.