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 3, 2004 (December 7, 2004)
                                 -----------------------------------------------

                         APPLEBEE'S INTERNATIONAL, INC.
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             (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
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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)


                                      None
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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  satiify the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below): 1

[ ]  Written  communications  pursuant  to Rule  425  under  the  Securities Act
     CFR 230.425)

[ ]  Soliciting  material pursuant to Rule 17a-12 under the Exchange Act (17 CFR
     240.14d-2(b))

[ ]  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.

     As  of  December  3,  2004,  Applebee's  International,  Inc.,  a  Delaware
corporation  (the  "Company")  entered into a five-year  $150,000,000  revolving
credit  agreement  (the  "Credit  Facility").  The  Credit  Facility  replaces a
three-year  $150,000,000  facility  entered into as of November 5, 2001,  with a
syndicate  of eight  banks  agented  by Bank One,  NA and  arranged  by Bank One
Capital  Markets,  Inc.,  as amended (the "Prior Credit  Facility").  The Credit
Facility was  obtained for general  corporate  purposes,  including  for working
capital,  refinancing existing  indebtedness,  dividends,  stock repurchases and
permitted acquisitions.  JPMorgan Chase Bank, N.A., serves as Swing Line Lender,
LC  Issuer  and  Administrative  Agent for the  Lenders,  Fleet  National  Bank,
SunTrust Bank, Citicorp Leasing,  Inc. and The Bank of  Tokyo-Mitsubishi,  Ltd.,
Chicago Branch, serve as Syndication Agents, and J.P. Morgan Securities Inc., as
Sole Lead Arranger and Sole Book Runner.

     The  terms of the  Credit  Facility  provide  for a  $10,000,000  swingline
subcommitment  and a $40,000,000  letter of credit  subcommitment.  The interest
rate charged on borrowings  can vary depending on the types of advances or loans
the Company  selects under the Credit  Facility.  The Company's  options for the
rate include (i) the Base Rate, or (ii) a LIBOR Rate plus an applicable  margin.
The Base Rate is defined to be the higher of JP Morgan Chase Bank,  N.A.'s prime
rate or the Federal Funds  Effective Rate plus 0.5%.  The applicable  margin for
the LIBOR Rate based option is a percentage ranging from 0.50% to 0.875%,  based
on the Company's  Leverage  Ratio (as defined in the Credit  Facility) as of the
most recent report to the Lenders.  Interest payments on all loans and advances,
with the  exception of advances  subject to the LIBOR Rate,  must be paid on the
last day of each March,  June,  September,  December and upon the termination of
the Credit  Facility.  Interest  payments on advances  subject to the LIBOR Rate
must be paid on the last day of the  applicable  interest  period as selected by
the Company under the terms of the Credit  Facility.  All outstanding  loans and
advances  shall be paid in full by the Company on December 3, 2009,  or upon the
termination  of the Credit  Facility.  The Company may prepay loans and advances
without penalty or premium in accordance with the terms of the Credit Facility.

     The Credit  Facility  contains  financial  covenants,  including  covenants
setting a maximum  leverage ratio, a minimum fixed charge coverage ratio,  and a
maximum ratio of indebtedness to total capitalization.

     The Credit Facility contains customary  affirmative  covenants,  including,
without limitation, use of proceeds, notice of default, conduct of business, the
filing of taxes, the maintenance of insurance, compliance with laws, maintenance
of  properties,  inspection of books and records,  keeping of books and records,
addition of guarantors,  and the furnishing of financial statements.  The Credit
Facility  also  contains  customary  restrictive  covenants,  including  without
limitation, restrictions on the following: dividends and distributions, mergers,
sale of assets,  investments and acquisitions,  liens,  affiliate  transactions,
financial contracts, ERISA obligations, and environmental compliance.

     The Credit Facility contains customary events of default, including without
limitation,  failure to make payment in connection with the Credit Facility when
due, materially incorrect  representations and warranties,  breach of covenants,
events of bankruptcy,  default of  indebtedness  in excess of $20,000,000 of the
Company or any of its  subsidiaries,  the  occurrence of one or more unstayed or
undischarged judgment in excess of $20,000,000, changes in custody or control of
the Company's  property,  changes in control of the Company,  discontinuance  or
failure of any guaranty,  the failure of any of the loan  documents to remain in
full force,  and the failure to properly fund its employee  benefit  plans.  The
Credit  Facility  also  includes  customary  provisions  protecting  the Lenders
against  increased cost or loss of yield resulting from changes in tax, reserve,
capital adequacy and other requirements of law.

     Payments of outstanding  advances may be accelerated,  at the option of the
Lenders, should the Company experience any event of default other than events of
bankruptcy  in  its  obligation  under  the  Credit  Facility.  Upon  events  of
bankruptcy,   the  Company's   obligation  under  the  Credit  Facility  becomes
immediately due and payable.

     Also  on  December  3,  2004,  the  Company's  Prior  Credit  Facility  was
terminated as a result of all the parties thereto  completing  their  respective
obligations.  The Company  drew down  $38,000,000  under the Credit  Facility to
repay  borrowings  outstanding  under the Prior Credit  Facility.  Additionally,
$11,972,000  of the  letter of credit  subcommitment  was  utilized  to  replace
letters of credit outstanding under the Prior Credit Facility.

     The Credit Facility is hereby incorporated by reference 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  described  above under "Item 1.01.  Entry into a Material
Definitive Agreement" is hereby incorporated by reference.


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<PAGE>


Item 9.01. Financial Statements and Exhibits.

     (c)      Exhibits

     10.1     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.



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<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 7, 2004

                                      APPLEBEE'S INTERNATIONAL, INC.


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

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<PAGE>


                                  Exhibit Index

Exhibit
Number             Description
-------            -------------------------------------------------------------
10.1               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.


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