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)         December 7, 2005
                                                 -------------------------------

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


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


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



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


                                 Not applicable
--------------------------------------------------------------------------------
          (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 December 7, 2005, the Executive  Compensation Committee of the Board
of Directors of Applebee's  International,  Inc. (the "Company") approved a form
agreement to be used for future  grants of Stock  Appreciation  Rights under the
Company's  Amended and Restated 1995 Equity  Incentive  Plan (the "Plan") to the
Company's officer participants in the Plan.

         The form Stock  Appreciation  Right Agreement approved by the Committee
is attached as Exhibit 10.1 hereto and incorporated herein by reference.

(b)      On December 7, 2005, the Executive  Compensation Committee approved the
criteria  pursuant  to which cash  bonuses  will be paid to the Chief  Executive
Officer  and the next four most  highly  compensated  executive  officers of the
Company for fiscal 2006 under the Company's 2001 Senior Executive Bonus Plan and
1999  Management  and Executive  Incentive  Plan. The Committee has not approved
individual bonus eligibility  amounts or percentages.  The officers are eligible
to receive  bonuses if  certain  qualitative  and  quantitative  individual  and
Company  performance  criteria are achieved  during fiscal 2006.  These criteria
include earnings per share and other operating  targets,  which the Company does
not publish because doing so would disclose confidential business information.

(c)      On December 8, 2005, the  Board  of  Directors  approved,  pursuant  to
Section 9.1(a)  of the Plan, the amount and mix of cash and equity  compensation
to be paid to the  Company's  nonemployee  directors  for their  services to the
Company  in 2006.  This  compensation  remained  the same as in 2005.  The total
annual   compensation  is  valued  at  $171,000,   based  on  providing  overall
compensation  in the  range  of the  75th  percentile  of  nonemployee  director
compensation paid by a selected peer group of public companies. Each nonemployee
director  will  receive  $35,000  in cash as an  annual  retainer.  Pursuant  to
Section 9.1(c)  of the Plan, a director may elect to receive all or a portion of
this  retainer  in stock  options.  The  remaining  $136,000  in value of annual
compensation  will be paid in a  combination  of stock  options  and  restricted
stock.

Item 9.01.    Financial Statements and Exhibits.

         (c)    EXHIBITS

         10.1   Form of Stock Appreciation Right 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:  December 13, 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               Form of Stock Appreciation Right Agreement