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)                              March 20, 2007
                                 -----------------------------------------------

                         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
--------------------------------------------------------------------------------
         (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 2.05         Costs Associated with Exit or Disposal Activities.

     On March  20,  2007,  the Audit  Committee  of the  Board of  Directors  of
Applebee's   International,   Inc.   (the   "Company")   approved   management's
recommendation to close 24 underperforming restaurants located in 11 states. The
Company's  ongoing  analysis and review of its restaurant  portfolio  determined
that  these  restaurants  did not  have  the  potential  to  deliver  acceptable
long-term  returns on invested  capital.  The Company currently expects to close
approximately 19 restaurants by the end of the first fiscal quarter of 2007. The
remaining restaurant closures will be dependent upon the outcome of negotiations
with the landlords,  as well as other  factors.  The Company  currently  expects
pre-tax costs for the first fiscal quarter of 2007 to include: (a) approximately
$13.5 to $15.5 million in non-cash  impairment  charges for all 24  restaurants;
(b) approximately $8.0 to $10.0 million in lease contract  termination costs for
the  restaurants  expected to close in the first fiscal quarter of 2007; and (c)
approximately  $0.5 to $1.0 million in other costs.  As required by Statement of
Financial  Accounting  Standards No. 146,  "Accounting for Costs Associated with
Exit or Disposal  Activities,"  the Company  will not record any lease  contract
termination costs until the restaurants have been closed.  The Company currently
expects that lease contract termination costs for the remaining five restaurants
will be  approximately  $1.5 to $2.5  million.  The  actual  amount  of any cash
payments  made by the  Company  for lease  contract  termination  costs  will be
dependent upon ongoing  negotiations with the landlords of the leased restaurant
properties.

Item 2.06         Material Impairments.

     The requirements for this Item 2.06 are included in Item 2.05 above.

     Certain  statements  contained in this Current Report on Form 8-K regarding
the timing of  restaurant  closures  and the amount of costs to be incurred  are
forward-looking and based on current  expectations.  There are several risks and
uncertainties  that could cause actual results to differ  materially  from those
described.  For additional  discussion of the principal factors that could cause
actual  results  to be  materially  different,  the  reader is  referred  to the
Company's  Form 10-K for the fiscal year ended  December 31,  2006.  The Company
disclaims any obligation to update these forward-looking statements.

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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: March 21, 2007

                                                  APPLEBEE'S INTERNATIONAL, INC.


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





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