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)         February 15, 2006
                                                 -------------------------------

                         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.

(a) On February 15, 2006,  the  Executive  Compensation  Committee of Applebee's
International,  Inc. (the "Company") approved the fiscal 2005 cash bonuses to be
paid to the Chief  Executive  Officer and the next five most highly  compensated
senior  executive  officers of the Company  (the  "Senior  Officers")  under the
Company's  existing  cash bonus plans,  based on the  achievement  of previously
identified targets. The amounts to be paid are as follows: Lloyd Hill, CEO - $0;
Dave Goebel,  President and COO - $90,100;  Steve Lumpkin, CFO - $115,300;  John
Cywinski,  Chief Marketing Officer - $34,000; Stan Sword, Chief People Officer -
$28,000; and Carin Stutz,  Executive Vice President,  Operations - $93,600. With
the exception of the Chief Executive Officer's bonus, all executive bonuses were
based on two weighted components: the Company's performance and the individual's
performance.  The CEO's bonus was based solely on the Company's performance.

(b)On  February 15, 2006,  the Executive  Compensation  Committee of the Company
approved the fiscal 2006 base salary, cash bonus potential, based on achievement
of previously  identified  targets,  and other  incentive  compensation  for the
Senior   Officers   as   follows:

<TABLE>
<CAPTION>


--------------------- ------------------- ------------------------------- --------------------- ----------------------
                                                                           Stock Appreciation    Restricted Stock(3)
        Name             Base Salary           Cash Bonus Potential           Rights(1)(2)
--------------------- ------------------- ------------------------------- --------------------- ----------------------
<S>                        <C>           <C>                                     <C>                    <C>
Lloyd Hill                  $830,000      up to 125% of base salary               279,000                47,500
Dave Goebel                 $550,000      up to 100% of base salary               139,000                23,500
Steve Lumpkin               $475,000      up to 85% of base salary                 99,500                16,850
John Cywinski               $413,100      up to 70% of base salary                 54,000                10,000
Stan Sword                  $350,000      up to 65% of base salary                 54,000                 9,000
Carin Stutz                 $310,500      up to 65% of base salary                 90,000                   -

<FN>

(1)  Will be granted pursuant to the Company's  Amended and Restated 1995 Equity
     Incentive  Plan (the "Plan").  Upon exercise,  executives  will receive the
     number  of shares of common  stock  equal to the  appreciation  in the fair
     market  value  of the  number  of  shares  set  forth  above  based  on the
     difference  between  the fair  market  value on the grant date and the fair
     market value on the date of  exercise.  Only the number of shares of common
     stock  delivered  as payment of such  appreciation  will count  against the
     shares available for issuance under the Plan. The stock appreciation rights
     will be granted in equal quarterly  installments during fiscal 2006, if the
     executive  continues in his or her position,  beginning  March 1,  2006 and
     will vest 3 years from the date of the first grant in March, 2006. The form
     Stock Appreciation Rights Agreement is attached as Exhibit 10.1 hereto.

(2)  Executives may elect to receive  additional  stock  appreciation  rights in
     exchange  for  restricted  stock at a 4-to-1  ratio.  Ms.  Stutz  made this
     election.

(3)  Will  be  granted  effective  March 1,  2006,  pursuant  to the  Plan.  The
     restricted  stock is subject to a  three-year  restriction  period from the
     date of grant.

</FN>
</TABLE>


Item 9.01         Financial Statements and Exhibits.

         (d)      Exhibits

         10.1     Form of Stock Appreciation Rights Agreement







<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:  February 21, 2006

                                       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               Form of Stock Appreciation Right Agreement