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)          July 16, 2002
                                                --------------------------------

Commission File Number:    000-17962


                         Applebee's International, Inc.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                      43-1461763
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  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
   incorporation or organization)

          4551 W. 107th Street, Suite 100, Overland Park, Kansas 66207
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              (Address of principal executive offices and zip code)

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


                                      None
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)


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<PAGE>



Item 5.           Other Events


         The following information is provided by Applebee's International, Inc.
(the "Company") in accordance with the Private Securities  Litigation Reform Act
of 1995 as it relates  to a safe  harbor for  companies  making  forward-looking
statements.  The factors  listed  below are  important  factors that could cause
actual  results to differ  materially  from those  projected in  forward-looking
statements made by the Company.

         System  Growth.  The  Company's  continued  growth will depend upon the
ability  of the  Company  and its  franchisees  to open and  operate  additional
restaurants profitably. The opening of new restaurants,  both by the Company and
its  franchisees,  depends on a number of factors,  many of which are beyond the
control of the Company and its franchisees. These factors include, among others,
the availability of management,  restaurant staff and other personnel;  the cost
and  availability  of  suitable  restaurant  locations;  acceptable  leasing  or
financial terms;  cost effective and timely  construction of restaurants  (which
construction can be delayed due to, among other reasons,  labor disputes,  local
zoning and licensing  matters,  and weather  conditions);  and securing required
governmental  permits.  There  can  be no  assurance  that  the  Company  or its
franchisees will be successful in opening the number of restaurants anticipated,
or that  new  restaurants  opened  by the  Company  or its  franchisees  will be
operated profitably.

         The  Company's  system  development  plans  depend,  in  part,  on  the
successful  introduction  of new smaller scale unit designs to be used primarily
in  counties  of  under 50,000 in  population.  The successful  entry into small
towns depends on many factors,  including supply logistics,  customer acceptance
and advertising efficiencies. There can be no assurance that the introduction of
the smaller scale unit designs or the entry into small towns will be successful.

         In the course of expanding its restaurant systems,  the Company and its
franchisees  enter new or more highly  competitive  geographic  regions or local
markets in which they may have  limited  operating  experience.  There can be no
assurance of the level of success of the restaurant concepts in these regions or
particular local markets.  Newly opened restaurants typically operate with below
normal  profitability  and incur  certain  additional  costs in the  process  of
achieving operational efficiencies during the first several months of operation.
When the Company or its  franchisees  enter  highly  competitive  new markets or
territories in which the Company's restaurant systems have not yet established a
market presence,  the adverse affects on sales and profit margins may be greater
and more prolonged.

         The   Company's   expansion  has  and  will  continue  to  require  the
implementation of enhanced  operational systems. The Company regularly evaluates
the  adequacy  of its  current  policies,  procedures,  systems  and  resources,
including  financial  controls,   management   information  systems,  field  and
restaurant  management,  and vendor  capacities and  relations.  There can be no
assurance that the Company will adequately  address all of the changing  demands
that its planned expansion will impose on such systems, controls, and resources.


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<PAGE>


         As part of our growth plan, we intend to acquire franchised  Applebee's
restaurants.  If we  cannot  do so  cost-effectively,  or if we are not  able to
integrate or operate the  acquired  restaurants  successfully,  our business and
financial results may be adversely affected.

         Our future  growth  depends in part on our  acquisition  of  franchised
Applebee's  restaurants.  There  is no  assurance  that  we will be able to find
franchisee restaurants available for purchase or that we will be able to acquire
franchisee  restaurants at favorable prices. In addition,  if we do successfully
identify and complete  acquisitions in the future,  the acquisitions may involve
the following risks:

         o  increases in our debt and contingent liabilities; and

         o  entering  geographic  markets  in which  we have little or no direct
            prior experience; and

         o  unanticipated or undiscovered legal liabilities or other obligations
            of acquired franchisee restaurants.

         Even if we are successful in acquiring franchisee operations,  there is
no  assurance  that  we  will  be  able  to  operate  the  acquired  restaurants
profitably.  The  integration  of acquired  restaurants  into our operations may
involve a number of issues,  any of which could  materially and adversely affect
our operations and financial performance. These issues include:

         o  burdens on our management resources and financial controls;

         o  diversion of money and resources to integration issues;

         o  potential loss of key personnel of acquired franchisee  restaurants;
            and

         o  potential loss of  customer  relationships  and related  revenues of
            acquired restaurants as a result of a change in ownership.

         We may acquire one or more additional  restaurant  concepts.  Operating
more than one restaurant  concept  presents many  significant  risks that could,
individually  or together,  have a material  adverse  effect on our business and
financial results.

         We intend to expand beyond  Applebee's into other restaurant  concepts.
To do so, we may acquire an established  operating  business or we may invest in
restaurant  concepts in their early  development.  Our success in  acquiring  or
investing in new concepts is subject to the following risks:

         o  we may be unable to identify suitable opportunities;

         o  we my pay too much for our investment in the concept in light of its
            actual economic return to us; and


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<PAGE>

         o  we may be required to borrow the funds needed to make our investment
            in the concept, which will increase our interest expense.

         In addition,  our ability to expand  another  concept,  through our own
         development or through franchising, will be subject to risks such as:

         o  we may need to finance the expansion with borrowed funds, which will
            increase our interest expense;

         o  we  may  not  be  able to find  suitable  locations  at  appropriate
            purchase prices or lease terms;

         o  we may not be able to attract franchisees;

         o  we may  experience  construction  delays or cost  overruns caused by
            numerous  factors, such as shortages of materials and skilled labor,
            labor disputes,  weather  interference,  environmental problems, and
            construction or zoning problems;

         o  we may not be  able  to hire and  train  experienced  and  dedicated
            operating personnel; and

         o  we  may  face  stiff competition  from other  restaurants, including
            other  Applebee's  either owned  or franchised.  Competitive factors
            include:

              * the quality and value of the food products offered;

              * the quality of service;

              * the price of the food products offered;

              * the dining experience; and

              * the ambiance of facilities.

         Reliance on  Franchisees.  The  continued  growth of the Company is, in
part, dependent upon its ability to retain qualified domestic franchisees and to
attract franchisees for international markets and the ability of its franchisees
to  maximize  penetration  of their  designated  markets  and to  operate  their
restaurants  successfully.  Although  the  Company has  established  criteria to
evaluate prospective  franchisees,  there can be no assurance that the Company's
existing or future  franchisees  will have the  business  abilities or access to
financial resources necessary to open the required number of restaurants or that
they will  successfully  develop or operate these restaurants in their franchise
areas in a manner consistent with the Company's  standards.  The Company intends
to  continue  its  efforts to  franchise  restaurants  in certain  international
territories.  The  ability of  franchisees  to open  restaurants  outside of the
United  States is  subject  to the same  factors  as are  applicable  to opening
domestic restaurants described above. There can be no assurance that the Company
will be able to attract  qualified  franchisees or that such franchisees will be
able to open and operate restaurants successfully.


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<PAGE>

         Competition. Competition in the casual dining segment of the restaurant
industry is expected to remain intense with respect to price, service, location,
concept, and the type and quality of food. There is also intense competition for
real estate sites, qualified management personnel,  and hourly restaurant staff.
The Company's  competitors include national,  regional and local chains, as well
as local  owner-operated  restaurants.  There are a number  of  well-established
competitors,  some of which have been in existence  for a longer period than the
Company  and may be  better  established  in the  markets  where  the  Company's
restaurants  are  or may be  located.  The  Company  is  experiencing  increased
competition in attracting and retaining  qualified  management  level  operating
personnel.

         Restaurant Industry.  The restaurant industry is affected by changes in
consumer  tastes  and by  national,  regional,  and local  economic  conditions,
demographic  trends,  traffic patterns,  and the type,  number,  and location of
competing  restaurants.  Multi-unit  chains  such  as the  Company  can  also be
adversely affected by publicity resulting from food quality,  illness, injury or
other health  concerns or operating  issues  stemming  from one  restaurant or a
limited  number of  restaurants.  Dependence  on fresh  produce  and meats  also
subjects restaurant  companies such as the Company to the risk that shortages or
interruptions in supply,  caused by adverse weather or other  conditions,  could
adversely affect the availability,  quality or cost of ingredients. In addition,
factors such as inflation,  increased food,  labor,  and employee benefit costs,
and the  availability  of qualified  management  and hourly  employees  may also
adversely   affect  the  restaurant   industry  in  general  and  the  Company's
restaurants in particular.  The continued  success of the Company will depend in
part  on the  ability  of the  Company's  management  to  identify  and  respond
appropriately to changing conditions.

         Operating Costs. Restaurant operating costs consist principally of food
and beverage costs,  labor and benefits costs, and occupancy  costs.  Several of
these  factors  are subject to price  increases  from time to time due to market
changes,  minimum wage and other  employment  laws, and inflation.  In addition,
from time to time,  the  Company  may  implement  new menu  items and  operating
procedures at its restaurants,  which may be either temporary or permanent. Such
operating procedures and menu items may result in increased food or labor costs.
The Company may not be able to recoup all operating cost increases through price
increases.

         Government Regulation.  The restaurant industry is subject to extensive
state  and  local  governmental  regulations  relating  to the  sale of food and
alcoholic beverages and to sanitation,  public health, fire, and building codes.
Termination of the liquor license for any restaurant  would adversely effect the
revenues of that  restaurant.  Restaurant  operating  costs are also affected by
other  government  actions  that are beyond  the  Company's  control,  including
increases  in  the  minimum  hourly  wage  requirement,   workers'  compensation
insurance rates, and unemployment and other taxes. The Company may be subject in
certain states to "dram-shop" statutes, which generally provide a person injured
by an intoxicated person the right to recover damages from an establishment that
wrongfully served alcoholic  beverages to the intoxicated person. The Company is
also subject to federal regulation and certain state laws which govern the offer
and  sale  of  franchises.   Many  state   franchise  laws  impose   substantive
requirements on any franchise agreement, including limitations on noncompetition
provisions and the termination or nonrenewal of a franchise.


                                       5
<PAGE>

         Capital Expenditures.  The Company's capital expenditures are primarily
related to the development or acquisition of additional restaurants, maintenance
and  refurbishment  of  existing   restaurants,   and  expansion  of  management
information systems, office space and other corporate infrastructure.  The costs
related  to  restaurant  development,   maintenance  and  refurbishment  include
purchases and leases of land, buildings and equipment and facility and equipment
maintenance, repair and replacement. The labor and materials costs involved vary
geographically  and are  subject to  general  price  increases.  There can be no
assurance that future capital expenditure costs will not increase.

         Share  Repurchases.  The  Company  currently  intends  to  commit up to
$87,300,000 to repurchase  shares of its common stock, of which  $12,300,000 may
be utilized through 2002. The remaining  $75,000,000 may be utilized through May
2005. Any such repurchases are subject to prevailing market prices, and pursuant
to applicable  restrictions under the Company's debt agreements,  may be made in
open  market or private  transactions  and may occur or be  discontinued  at any
time.  There  can be no  assurance  that the full  amount  committed  for  share
repurchases will be used.



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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, thereunto duly authorized.

                                              APPLEBEE'S INTERNATIONAL, INC.
                                              (Registrant)


Date:      July 16, 2002                    By: /s/  Steven K. Lumpkin
         ---------------------                 -----------------------
                                               Steven K. Lumpkin
                                               Executive Vice President and
                                               Chief Financial Officer



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