UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q


(Mark One)
[ X ]    QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the quarterly period ended                   March 31, 2002
                               -------------------------------------------------

                                       OR

[    ]   TRANSITION  REPORT  PURSUANT TO  SECTION 13  OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from                         to
                               -----------------------    ----------------------

Commission File Number:    000-17962
                       -----------------


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

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

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

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



     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes  X   No
                                             -----   -----

     The number of shares of the  registrant's  common stock  outstanding  as of
April 19, 2002 was 37,206,672.


                                       1
<PAGE>


                         APPLEBEE'S INTERNATIONAL, INC.
                                    FORM 10-Q
                       FISCAL QUARTER ENDED MARCH 31, 2002
                                      INDEX
<TABLE>
<CAPTION>


                                                                                                               Page

<S>                                                                                                             <C>
Part I              Financial Information

Item 1.             Consolidated Financial Statements:

                    Consolidated Balance Sheets as of March 31, 2002
                       and December 30, 2001................................................................     3

                    Consolidated Statements of Earnings for the 13 Weeks
                       Ended March 31, 2002 and April 1, 2001...............................................     4

                    Consolidated Statement of Stockholders' Equity for the
                       13 Weeks Ended March 31, 2002........................................................     5

                    Consolidated Statements of Cash Flows for the 13 Weeks
                       Ended March 31, 2002 and April 1, 2001 ..............................................     6

                    Notes to Consolidated Financial Statements..............................................     8

Item 2.             Management's Discussion and Analysis of
                       Financial Condition and Results of Operations........................................     11

Item 3.             Quantitative and Qualitative Disclosures About Market Risk..............................     18



Part II             Other Information

Item 1.             Legal Proceedings.......................................................................     19

Item 6.             Exhibits and Reports on Form 8-K........................................................     19


Signatures .................................................................................................     20

Exhibit Index...............................................................................................     21


</TABLE>

                                       2
<PAGE>


                 APPLEBEE'S INTERNATIONAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                      (in thousands, except share amounts)
<TABLE>
<CAPTION>


                                                                                        March 31,         December 30,
                                                                                           2002               2001
                                                                                      --------------     -------------
                                     ASSETS

<S>                                                                                   <C>                <C>
Current assets:
     Cash and cash equivalents.......................................................  $   10,235         $   22,048
     Short-term investments, at market value (amortized cost of $477 in 2002 and
        $677 in 2001)................................................................         501                699
     Receivables (less allowance for bad debts of $4,804 in 2002 and $4,343 in 2001)       23,081             22,827
     Inventories.....................................................................      12,011             10,165
     Prepaid and other current assets................................................      10,292             12,260
                                                                                      --------------     -------------
        Total current assets.........................................................      56,120             67,999
Property and equipment, net..........................................................     333,374            330,924
Goodwill, net........................................................................      77,965             77,965
Franchise interest and rights, net...................................................       2,324              2,449
Other assets.........................................................................      20,919             21,074
                                                                                      --------------     -------------
                                                                                       $  490,702         $  500,411
                                                                                      ==============     =============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Current portion of long-term debt...............................................  $       45         $       43
     Notes payable...................................................................         500                 --
     Accounts payable................................................................      23,658             22,196
     Accrued expenses and other current liabilities..................................      57,286             71,551
     Accrued dividends...............................................................          --              2,977
     Accrued income taxes............................................................       7,986                979
                                                                                      --------------     -------------
        Total current liabilities....................................................      89,475             97,746
                                                                                      --------------     -------------
Non-current liabilities:
     Long-term debt - less current portion...........................................      54,525             74,525
     Franchise deposits..............................................................       1,338              1,515
     Deferred income taxes...........................................................       2,107              1,442
                                                                                      --------------     -------------
        Total non-current liabilities................................................      57,970             77,482
                                                                                      --------------     -------------
        Total liabilities............................................................     147,445            175,228
                                                                                      --------------     -------------
Commitments and contingencies (Note 2)
Stockholders' equity:
     Preferred stock - par value $0.01 per share:  authorized - 1,000,000 shares;
        no shares issued.............................................................          --                 --
     Common stock - par value $0.01 per share:  authorized - 125,000,000 shares;
        issued - 48,225,358 shares...................................................         482                482
     Additional paid-in capital......................................................     183,715            180,802
     Retained earnings...............................................................     375,466            355,191
     Accumulated other comprehensive income, net of income taxes.....................          15                 14
                                                                                      --------------     -------------
                                                                                          559,678            536,489
     Treasury stock - 11,039,508 shares in 2002 and 11,014,733 shares in 2001, at
        cost.........................................................................    (216,421)          (211,306)
                                                                                      --------------     -------------
        Total stockholders' equity...................................................     343,257            325,183
                                                                                      --------------     -------------
                                                                                       $  490,702         $  500,411
                                                                                      ==============     =============
</TABLE>

                 See notes to consolidated financial statements.

                                       3
<PAGE>


                 APPLEBEE'S INTERNATIONAL, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                                   (Unaudited)
                    (in thousands, except per share amounts)

<TABLE>
<CAPTION>

                                                                                 13 Weeks Ended
                                                                         -------------------------------
                                                                          March 31,          April 1,
                                                                             2002              2001
                                                                         -------------     -------------
<S>                                                                       <C>               <C>
       Revenues:
            Company restaurant sales................................       $ 174,973         $ 160,143
            Franchise income........................................          24,840            22,234
                                                                         -------------     -------------
               Total operating revenues.............................         199,813           182,377
                                                                         -------------     -------------
       Cost of company restaurant sales:
            Food and beverage.......................................          47,407            43,305
            Labor...................................................          57,457            50,900
            Direct and occupancy....................................          42,872            40,759
            Pre-opening expense.....................................             335               135
                                                                         -------------     -------------
               Total cost of company restaurant sales...............         148,071           135,099
                                                                         -------------     -------------
       General and administrative expenses..........................          19,246            17,166
       Amortization of intangible assets............................             138             1,463
       Loss on disposition of restaurants and equipment.............             294               187
                                                                         -------------     -------------
       Operating earnings...........................................          32,064            28,462
                                                                         -------------     -------------
       Other income (expense):
            Investment income.......................................             397               357
            Interest expense........................................            (633)           (2,357)
            Other income............................................             101                90
                                                                         -------------     -------------
               Total other expense..................................            (135)           (1,910)
                                                                         -------------     -------------
       Earnings before income taxes.................................          31,929            26,552
       Income taxes.................................................          11,654             9,771
                                                                         -------------     -------------
       Net earnings.................................................       $  20,275         $  16,781
                                                                         =============     =============

       Basic net earnings per common share..........................       $    0.54         $    0.45
                                                                         =============     =============
       Diluted net earnings per common share........................       $    0.53         $    0.45
                                                                         =============     =============

       Basic weighted average shares outstanding....................          37,252            37,116
                                                                         =============     =============
       Diluted weighted average shares outstanding..................          38,218            37,628
                                                                         =============     =============

</TABLE>











                 See notes to consolidated financial statements.


                                       4

<PAGE>


                 APPLEBEE'S INTERNATIONAL, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                   (Unaudited)
                      (in thousands, except share amounts)

<TABLE>
<CAPTION>


                                                                                         Accumulated
                                           Common Stock         Additional                 Other                       Total
                                     -------------------------   Paid-In     Retained   Comprehensive   Treasury   Stockholders'
                                         Shares       Amount     Capital     Earnings   Income (Loss)     Stock        Equity
                                     -------------- ---------- ------------ ----------- ------------- ------------ -------------

<S>                                    <C>            <C>       <C>         <C>          <C>          <C>           <C>
Balance, December 30, 2001.........     48,225,358     $ 482     $ 180,802   $ 355,191    $    14      $(211,306)    $ 325,183

   Comprehensive income:
     Net earnings..................          --          --           --        20,275         --           --          20,275
     Change in unrealized gain on
       short-term investments,
       net of income taxes.........          --          --           --          --            1           --               1
                                     -------------- ---------- ------------ ----------- ------------- ------------ -------------
   Total comprehensive income......          --          --           --        20,275          1           --          20,276
                                     -------------- ---------- ------------ ----------- ------------- ------------ -------------

   Purchases of treasury stock.....          --          --           --          --           --         (8,324)       (8,324)
   Stock options exercised and
     related tax benefit...........          --          --            912        --           --          1,720         2,632
   Shares issued under employee
     stock and 401(k) plans........          --          --          1,788        --           --          1,309         3,097
   Restricted shares awarded
     under equity incentive plan,
     net of cancellations..........          --          --            (20)       --           --            180           160

   Unearned compensation relating
     to restricted shares..........          --          --            187        --           --           --             187
   Notes receivable from officers
     for stock sales, net of
     repayments....................          --          --             46        --           --           --              46
                                     -------------- ---------- ------------ ----------- ------------- ------------ -------------

Balance, March 31, 2002............     48,225,358     $ 482     $ 183,715   $ 375,466    $    15      $(216,421)    $ 343,257
                                     ============== ========== ============ =========== ============= ============ =============


</TABLE>




                 See notes to consolidated financial statements.

                                       5
<PAGE>


                 APPLEBEE'S INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                                            13 Weeks Ended
                                                                                    --------------------------------
                                                                                      March 31,          April 1,
                                                                                        2002               2001
                                                                                    --------------     -------------
<S>                                                                                  <C>                <C>
       CASH FLOWS FROM OPERATING ACTIVITIES:
            Net earnings.......................................................       $  20,275          $  16,781
            Adjustments to reconcile net earnings to net
               cash provided by operating activities:
               Depreciation and amortization...................................           8,381              7,781
               Amortization of intangible assets...............................             138              1,463
               Amortization of deferred financing costs........................              48                180
               Deferred income tax provision (benefit).........................             873             (1,657)
               Loss on disposition of restaurants and equipment................             294                187
               Income tax benefit from exercise of stock options...............             665                160
            Changes in assets and liabilities:
               Receivables.....................................................            (254)            (3,227)
               Inventories.....................................................          (1,846)              (400)
               Prepaid and other current assets................................           1,760                691
               Accounts payable................................................           1,462             (2,155)
               Accrued expenses and other current liabilities..................         (11,566)            (6,882)
               Accrued income taxes............................................           7,007              9,322
               Franchise deposits..............................................            (177)              (127)
               Other...........................................................             334               (381)
                                                                                    --------------     -------------
               NET CASH PROVIDED BY OPERATING ACTIVITIES.......................          27,394             21,736
                                                                                    --------------     -------------
       CASH FLOWS FROM INVESTING ACTIVITIES:
            Purchases of property and equipment................................         (10,972)            (6,438)
            Proceeds from sale of restaurants and equipment....................              --                 14
            Purchases of short-term investments................................             (50)               (49)
            Maturities and sales of short-term investments.....................             250                100
                                                                                    --------------     -------------
               NET CASH USED BY INVESTING ACTIVITIES...........................         (10,772)            (6,373)
                                                                                    --------------     -------------
       CASH FLOWS FROM FINANCING ACTIVITIES:
            Purchases of treasury stock........................................          (8,324)           (29,525)
            Dividends paid.....................................................          (2,977)            (2,774)
            Issuance of common stock upon exercise of stock options............           1,967              1,636
            Shares sold under employee stock purchase plan.....................             399                211
            Proceeds from issuance of long-term debt...........................              --             15,000
            Proceeds from issuance of notes payable............................             500                 --
            Payments on long-term debt.........................................         (20,000)                --
                                                                                    --------------     -------------
               NET CASH USED BY FINANCING ACTIVITIES...........................         (28,435)           (15,452)
                                                                                    --------------     -------------
       NET DECREASE IN CASH AND CASH EQUIVALENTS...............................         (11,813)               (89)
       CASH AND CASH EQUIVALENTS, beginning of period..........................          22,048             10,763
                                                                                    --------------     -------------
       CASH AND CASH EQUIVALENTS, end of period................................       $  10,235          $  10,674
                                                                                    ==============     =============

</TABLE>



                 See notes to consolidated financial statements.

                                       6
<PAGE>


                 APPLEBEE'S INTERNATIONAL, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                                           13 Weeks Ended
                                                                                 ------------------------------------
                                                                                    March 31,           April 1,
                                                                                      2002                2001
                                                                                 ----------------    ----------------

<S>                                                                                <C>                 <C>
Supplemental disclosures of cash flow information:
     Cash paid during the 13 week period for:
       Income taxes........................................................         $       203         $     2,748
                                                                                 ================    ================
       Interest............................................................         $       463         $     2,079
                                                                                 ================    ================

</TABLE>

Disclosure of Accounting Policy:

For  purposes of the  consolidated  statements  of cash flows,  we consider  all
highly liquid  investments  purchased with a maturity of three months or less to
be cash equivalents.


                 See notes to consolidated financial statements.


                                       7
<PAGE>


                 APPLEBEE'S INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.    Basis of Presentation

Our  consolidated  financial  statements  included  in this  Form 10-Q have been
prepared without audit (except that the balance sheet information as of December
30, 2001 has been  derived from  consolidated  financial  statements  which were
audited) in accordance  with the rules and  regulations  of the  Securities  and
Exchange  Commission.  Although  certain  information  and footnote  disclosures
normally included in financial statements prepared in accordance with accounting
principles  generally  accepted  in the  United  States  of  America  have  been
condensed or omitted,  we believe that the  disclosures are adequate to make the
information presented not misleading.  The accompanying  consolidated  financial
statements should be read in conjunction with the audited  financial  statements
and notes thereto included in our Annual Report on Form 10-K for the fiscal year
ended December 30, 2001.

We  believe  that  all   adjustments,   consisting  only  of  normal   recurring
adjustments,  necessary  for a fair  presentation  of the results of the interim
periods  presented  have been made.  The results of  operations  for the interim
periods  presented are not necessarily  indicative of the results to be expected
for the full year.

2.    Commitments and Contingencies

Litigation,  claims and  disputes:  We are  involved  in various  legal  actions
arising  in the  normal  course of  business.  These  matters  include,  without
limitation,  such matters as employment law related claims and disputes with two
international franchisees regarding disclosures we allegedly made or omitted. In
each instance,  we believe that we have meritorious  defenses to the allegations
made and we are vigorously defending these claims.

While the  resolution of the matters  described  above may have an impact on the
financial results for the period in which they are resolved, we believe that the
ultimate  disposition  of  these  matters  will  not,  individually  or  in  the
aggregate,  have a material  adverse  effect upon our  business or  consolidated
financial position.

Lease guaranties:  In connection with the sale of restaurants to franchisees and
other parties, we have, in certain cases,  remained  contingently liable for the
remaining  lease payments.  As of March 31, 2002, the aggregate  amount of these
lease payments totaled approximately $27,100,000. The buyers have indemnified us
from any losses related to these guaranties.

Severance  agreements:  We have severance and employment agreements with certain
officers  providing for severance  payments to be made in the event the employee
resigns or is terminated  related to a change in control.  The agreements define
the  circumstances  which will constitute a change in control.  If the severance
payments had been due as of March 31, 2002,  we would have been required to make
payments totaling approximately  $7,700,000.  In addition, we have severance and
employment  agreements with certain officers which contain severance  provisions
not  related  to a change in  control.  Those  provisions  would  have  required
aggregate  payments  of  approximately  $4,900,000  if such  officers  had  been
terminated as of March 31, 2002.



                                       8
<PAGE>

3.  Earnings Per Share

We compute  basic  earnings  per share by dividing  income  available  to common
shareholders by the weighted average number of common shares outstanding for the
reporting  period.  Diluted  earnings per share reflects the potential  dilution
that could occur if holders of options or other  contracts to issue common stock
exercised or converted  their  holdings  into common  stock.  Outstanding  stock
options and  equity-based  compensation  represent the only dilutive  effects on
weighted average shares. The chart below presents a reconciliation between basic
and diluted  weighted  average shares  outstanding and the related  earnings per
share.  All amounts in the chart,  except per share  amounts,  are  expressed in
thousands.

<TABLE>
<CAPTION>

                                                                         13 Weeks Ended
                                                                -------------------------------
                                                                   March 31,        April 1,
                                                                     2002             2001
                                                                ---------------  --------------
<S>                                                              <C>              <C>

      Net earnings............................................    $    20,275      $   16,781
                                                                ===============  ==============


      Basic weighted average shares outstanding...............         37,252          37,116
      Dilutive effect of stock options and
           equity-based compensation..........................            966             512
                                                                ---------------  --------------
      Diluted weighted average shares outstanding.............         38,218          37,628
                                                                ===============  ==============

      Basic net earnings per common share.....................    $      0.54      $     0.45
                                                                ===============  ==============
      Diluted net earnings per common share...................    $      0.53      $     0.45
                                                                ===============  ==============
</TABLE>

4.  Goodwill

We adopted  Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  142,
"Goodwill and Other Intangible  Assets",  effective  December 31, 2001. SFAS No.
142  requires  that an  intangible  asset that is  acquired  shall be  initially
recognized  and measured  based on its fair value.  This Statement also provides
that  goodwill  should  not be  amortized,  but shall be tested  for  impairment
annually,  or more frequently if circumstances  indicate  potential  impairment,
through a comparison of fair value to its carrying amount.  In the first quarter
of fiscal 2002, we ceased  amortization of goodwill and performed the first step
of the required  two-step  goodwill  impairment  testing.  The first step of the
impairment  test requires us to compare the fair value of each reporting unit to
its  carrying  value  to  determine  whether  there  is an  indication  that  an
impairment may exist. If there is an indication of impairment, we would allocate
the fair value of the  reporting  unit to its assets and  liabilities  as if the
reporting  unit had been  acquired  in a  business  combination.  The  amount of
impairment for goodwill is measured as the excess of its carrying value over its
fair value. No impairment losses were recorded upon the initial adoption of SFAS
No. 142.



                                       9

<PAGE>


The effect of the adoption of SFAS No. 142 on net income and earnings per share
is as follows (in thousands, except per share amounts):
<TABLE>
<CAPTION>

                                                                         13 Weeks Ended
                                                                -------------------------------
                                                                   March 31,        April 1,
                                                                     2002             2001
                                                                ---------------  --------------
<S>                                                              <C>              <C>

   Net earnings, as reported....................................  $    20,275      $   16,781
   Goodwill amortization (net of income taxes)..................          --              837
                                                                ---------------  --------------
   Net earnings, as adjusted....................................       20,275          17,618
                                                                ===============  ==============

   Basic net earnings per common share, as reported.............  $      0.54      $     0.45
   Goodwill amortization (net of income taxes)..................          --             0.02
                                                                ---------------  --------------
   Basic net earnings per common share, as adjusted.............  $      0.54      $     0.47
                                                                ===============  ==============

   Diluted net earnings per common share, as reported...........  $      0.53      $     0.45
   Goodwill amortization (net of income taxes)..................          --             0.02
                                                                ---------------  --------------
   Diluted net earnings per common share, as adjusted...........  $      0.53      $     0.47
                                                                ===============  ==============
</TABLE>



5.  New Accounting Pronouncement

In October 2001, the Financial  Accounting  Standards Board issued SFAS No. 144,
"Accounting for the Impairment of Long-Lived Assets",  which supersedes SFAS No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to be Disposed Of" and the accounting and reporting provisions of APB No.
30,  "Reporting the Results of Operations - Reporting the Effects of Disposal of
a Segment of a Business,  and Extraordinary,  Unusual and Infrequently Occurring
Events and  Transactions."  SFAS No. 144 retains many of the  provisions of SFAS
No. 121,  but  addresses  certain  implementation  issues  associated  with that
Statement.  We adopted SFAS No. 144 effective December 31, 2001. The adoption of
SFAS No.  144 will not have a  material  impact  on our  consolidated  financial
statements.







                                       10
<PAGE>


Item 2.       Management's  Discussion  and Analysis  of Financial Condition and
              Results of Operations

General

Our revenues are generated from two primary sources:

o   Company restaurant sales (food and beverage sales)
o   Franchise income

Franchise  income consists of franchise  restaurant  royalties  (generally 4% of
each  franchise  restaurant's  monthly  gross sales) and  franchise  fees (which
typically  range from $30,000 to $35,000 for each restaurant  opened).  Beverage
sales include sales of alcoholic  beverages,  while non-alcoholic  beverages are
included in food sales.

Certain expenses relate only to company operated restaurants. These include:

o Food and beverage costs
o Labor costs
o Direct and occupancy costs
o Pre-opening expenses

Other expenses,  such as general and administrative  and amortization  expenses,
relate to both company operated restaurants and franchise operations.

We operate on a 52 or 53 week fiscal year ending on the last Sunday in December.
Our fiscal  quarters  ended March 31, 2002 and April 1, 2001 each  contained  13
weeks  and are  referred  to  hereafter  as the  "2002  quarter"  and the  "2001
quarter", respectively.

Critical Accounting Policies

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  is based  upon our  consolidated  financial  statements,  which were
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States of America.  These  principles  require us to make  estimates and
assumptions  that  affect the  reported  amounts in the  consolidated  financial
statements  and notes thereto.  Actual results may differ from these  estimates,
and such differences may be material to the consolidated  financial  statements.
We  believe  that  the  following  significant  accounting  policies  involve  a
significant degree of subjectivity or complexity (see Note 2 of our Consolidated
Financial Statements in our Annual Report on Form 10-K for the fiscal year ended
December  30,  2001 for a  complete  discussion  of our  significant  accounting
policies).

Property  and   equipment:   Property  and  equipment  are   depreciated   on  a
straight-line  basis over the estimated  useful lives of the assets.  The useful
lives of the assets are based upon  management's  expectations for the period of
time that the asset will be used for the generation of revenue.  We periodically
review the assets for changes in  circumstances  which may impact  their  useful
lives.



                                       11
<PAGE>



Impairment of long-lived  assets: We periodically  review property and equipment
for  impairment  using  historical  cash flows as well as current  estimates  of
future cash flows and/or appraisals. This assessment process requires the use of
estimates and  assumptions  which are subject to a high degree of judgement.  In
addition,  we  periodically  assess the  recoverability  of  goodwill  and other
intangible  assets which  requires us to make  assumptions  regarding the future
cash flows and other factors to determine the fair value of the assets. If these
assumptions  change in the  future,  we may be  required  to  record  impairment
charges for these assets.

Other  estimates:  We are required to make  judgements  and/or  estimates in the
determination  of several of the accruals that are reflected in our consolidated
financial  statements.  We believe that the following  accruals are subject to a
significant degree of subjectivity.

We are  periodically  involved in various  legal  actions  arising in the normal
course of  business.  We are required to assess the  probability  of any adverse
judgements  as well as the  potential  ranges of any losses.  We  determine  the
required accruals after a careful review of the facts of each legal action.  Our
accruals may change in the future due to new developments in these matters.

We use  estimates  in the  determination  of the  required  accruals for general
liability, workers' compensation and health insurance. These estimates are based
upon a detailed  examination of historical and industry claims experience.  This
claims  information  may change in the future and may require us to revise these
accruals.

We continually  assess the  collectibility  of our receivables  based on several
factors,  using estimates based upon specific information available to us at the
time.  The  allowance  for  bad  debts  may  change  in  the  future  due to new
developments.

We continually reassess our assumptions and judgements and make adjustments when
significant facts and circumstances dictate.  Historically,  actual results have
not been materially different than the estimates that are described above.


                                       12
<PAGE>


Results of Operations

The  following  table  contains   information   derived  from  our  consolidated
statements of earnings  expressed as a percentage of total  operating  revenues,
except where otherwise noted. Percentages may not add due to rounding.

<TABLE>
<CAPTION>

                                                                                    13 Weeks Ended
                                                                           ----------------------------------
                                                                              March 31,          April 1,
                                                                                2002              2001
                                                                           ---------------   ---------------
<S>                                                                             <C>                <C>
        Revenues:
             Company restaurant sales....................................         87.6%              87.8%
             Franchise income............................................         12.4               12.2
                                                                           ---------------   ---------------
                Total operating revenues.................................        100.0%             100.0%
                                                                           ===============   ===============
        Cost of sales (as a percentage of company restaurant sales):
             Food and beverage...........................................         27.1%              27.0%
             Labor.......................................................         32.8               31.8
             Direct and occupancy........................................         24.5               25.5
             Pre-opening expense.........................................          0.2                0.1
                                                                           ---------------   ---------------
                Total cost of sales......................................         84.6%              84.4%
                                                                           ===============   ===============

        General and administrative expenses..............................          9.6%               9.4%
        Amortization of intangible assets................................          0.1                0.8
        Loss on disposition of restaurants and equipment.................          0.1                0.1
                                                                           ---------------   ---------------
        Operating earnings...............................................         16.0               15.6
                                                                           ---------------   ---------------
        Other income (expense):
             Investment income...........................................          0.2                0.2
             Interest expense............................................         (0.3)              (1.3)
             Other income................................................          0.1                 --
                                                                           ---------------   ---------------
                Total other expense......................................         (0.1)              (1.0)
                                                                           ---------------   ---------------
        Earnings before income taxes.....................................         16.0               14.6
        Income taxes.....................................................          5.8                5.4
                                                                           ---------------   ---------------
        Net earnings.....................................................         10.1%               9.2%
                                                                           ===============   ===============

</TABLE>



                                       13
<PAGE>


The following table sets forth certain unaudited financial information and other
restaurant data relating to company and franchise restaurants, as reported to us
by franchisees:
<TABLE>
<CAPTION>

                                                                                        13 Weeks Ended
                                                                           -----------------------------------------
                                                                             March 31,               April 1,
                                                                                2002                   2001
                                                                          -------------------    -------------------
<S>                                                                          <C>                   <C>
   Number of restaurants:
        Company:
            Beginning of period........................................               310                    285
            Restaurant openings........................................                 4                      2
                                                                          -------------------    -------------------
            End of period..............................................               314                    287
                                                                          -------------------    -------------------
        Franchise:
            Beginning of period........................................             1,082                  1,001
            Restaurant openings........................................                 9                     12
            Restaurant closings........................................                (1)                    (1)
                                                                          -------------------    -------------------
            End of period..............................................             1,090                  1,012
                                                                          -------------------    -------------------
        Total:
            Beginning of period........................................             1,392                  1,286
            Restaurant openings........................................                13                     14
            Restaurant closings........................................                (1)                    (1)
                                                                          -------------------    -------------------
            End of period..............................................             1,404                  1,299
                                                                          ===================    ===================
   Weighted average weekly sales per restaurant:
            Company....................................................       $    43,235           $     42,968
            Franchise..................................................       $    44,088           $     42,328
            Total......................................................       $    43,897           $     42,470
   Change in comparable restaurant sales:(1)
            Company....................................................               1.5%                   3.6%
            Franchise..................................................               4.1%                   3.1%
            Total......................................................               3.5%                   3.2%

   Total system sales (in thousands)...................................       $   795,065           $    712,949

</TABLE>






--------
    (1) When computing comparable restaurant sales, restaurants open for at
   least 18 months are compared from period to period.




                                       14
<PAGE>


Company Restaurant Sales.  Total company restaurant sales increased  $14,830,000
(9.3%) from $160,143,000 in the 2001 quarter to $174,973,000 in the 2002 quarter
due  primarily  to company  restaurant  openings  and  increases  in  comparable
restaurant sales.  Comparable  restaurant sales at company restaurants increased
by  1.5%  in  the  2002  quarter.  Weighted  average  weekly  sales  at  company
restaurants  increased  0.6% from  $42,968 in the 2001 quarter to $43,235 in the
2002 quarter.  These  increases were due primarily to an increase in the average
guest check resulting from the company's food promotions.

Franchise  Income.  Overall franchise income increased  $2,606,000  (11.7%) from
$22,234,000 in the 2001 quarter to $24,840,000 in the 2002 quarter due primarily
to the  increased  number of  franchise  restaurants  operating  during  2002 as
compared  to 2001 and  increases  in  comparable  restaurant  sales.  Comparable
restaurant  sales and weighted  average  weekly sales for franchise  restaurants
increased 4.1% and 4.2%, respectively, in the 2002 quarter.

Cost of Company  Restaurant  Sales.  Food and beverage costs increased  slightly
from 27.0% in the 2001 quarter to 27.1% in the 2002  quarter,  due  primarily to
higher beef usage  relating to our menu  promotions  and higher lettuce costs in
the 2002  quarter.  These  increases  were  partially  offset by the impact of a
supply chain management initiative implemented in 2001.

Labor  costs  increased  from  31.8%  in the 2001  quarter  to 32.8% in the 2002
quarter.  This increase was due to higher costs  related to improved  management
staffing levels and higher management incentive  compensation  relating to a new
bonus program.

Direct and occupancy  costs decreased from 25.5% in the 2001 quarter to 24.5% in
the 2002 quarter due primarily to lower utility costs and smallwares  expense as
well as a decrease in advertising costs, as a percentage of sales.

General  and  Administrative  Expenses.   General  and  administrative  expenses
increased  in the  2002  quarter  to 9.6%  from  9.4% in the 2001  quarter,  due
primarily to higher legal fees and expenses related to certain  litigation which
were partially offset by the absorption of general and  administrative  expenses
over a larger revenue base.

Amortization of Intangible  Assets:  Amortization of intangible assets decreased
from  $1,463,000  in the 2001 quarter to $138,000 in the 2002 quarter due to the
elimination of goodwill amortization in accordance with SFAS No. 142.

Interest Expense: Interest expense decreased in the 2002 quarter compared to the
2001 quarter due primarily to a reduction in our debt levels and lower  interest
rates in the 2002 quarter as compared to the 2001 quarter.

Income Taxes.  The effective income tax rate, as a percentage of earnings before
income  taxes,  decreased  from  36.8% in the 2001  quarter to 36.5% in the 2002
quarter due primarily to the elimination of goodwill  amortization in accordance
with SFAS No. 142.




                                       15
<PAGE>


Liquidity and Capital Resources

Our need for  capital  historically  has  resulted  from  the  construction  and
acquisition  of restaurants  and the  repurchase of our common  shares.  For the
foreseeable  future,  this should  continue to be the case. In the past, we have
obtained capital through public stock offerings, debt financing, and our ongoing
operations.  Income from our ongoing  operations  includes cash  generated  from
company and franchise operations, credit from trade suppliers, real estate lease
financing,  and landlord contributions to leasehold  improvements.  We have also
used our common stock as  consideration  in the acquisition of  restaurants.  In
addition,  we have  assumed debt or issued new debt in  connection  with certain
mergers and acquisitions.

Capital expenditures were $50,086,000 in fiscal year 2001 and $10,972,000 in the
2002 quarter.  We currently  expect to open  approximately  25 restaurants,  and
capital expenditures are expected to be between $60,000,000 and $65,000,000,  in
fiscal 2002.  These  expenditures  will primarily be for the  development of new
restaurants, refurbishment and capital replacement for existing restaurants, and
the  enhancement  of  information  systems  including a new accounting and human
resource information system. Because we expect to continue to purchase a portion
of our sites, the amount of actual capital  expenditures will be dependent upon,
among other  things,  the  proportion  of leased  versus  owned  properties.  In
addition,  if we open more restaurants  than we currently  anticipate or acquire
additional restaurants, our capital requirements will increase accordingly.

Our bank credit  agreement  provides  for a  $150,000,000  three-year  unsecured
revolving credit facility,  of which $25,000,000 may be used for the issuance of
letters of credit. The facility is subject to various covenants and restrictions
which,  among other things,  require the maintenance of stipulated fixed charge,
leverage  and  indebtedness  to  capitalization  ratios,  as defined,  and limit
additional indebtedness and capital expenditures in excess of specified amounts.
Cash dividends are limited to $10,000,000  annually.  The facility is subject to
standard  other terms,  conditions,  covenants,  and fees.  We are  currently in
compliance with the covenants contained in our credit agreement.

In February  2001,  our Board of Directors  authorized  the  repurchase of up to
$55,000,000 of our common stock through 2001,  subject to market  conditions and
applicable  restrictions  imposed by our then-current  credit  agreement.  As of
December 30,  2001,  we had  $20,600,000  remaining  on this  authorization.  In
February 2002, our Board of Directors  extended the 2001  authorization  through
2002. During the 2002 quarter, we repurchased 250,000 shares of our common stock
at an average price of $33.30 for an aggregate cost of  $8,324,000.  As of March
31, 2002, we had $12,300,000 remaining under this authorization.

As of March 31,  2002,  our liquid  assets  totaled  $10,736,000.  These  assets
consisted  of cash  and  cash  equivalents  in the  amount  of  $10,235,000  and
short-term  investments in the amount of $501,000.  The working  capital deficit
increased  from  $29,747,000  as of December 30, 2001 to $33,355,000 as of March
31,  2002.  This  increase  was due  primarily  to  decreases  in cash  and cash
equivalents due to payments on long-term debt which were partially offset by the
redemption  of gift  certificates  in the 2002 quarter sold in 2001. As of March
31, 2002, we had  borrowings  of  $50,500,000  and standby  letters of credit of
$6,516,000 outstanding under our $150,000,000 revolving credit facility. We also
had a standby letter of credit for $827,000  outstanding with another  financial
institution.

We believe that our liquid assets and cash generated from  operations,  combined
with borrowings  available under our credit facilities,  will provide sufficient
funds for our  operating,  capital and other  requirements  for the  foreseeable
future.


                                       16
<PAGE>


The  following  table  shows our bank debt  amortization  schedule,  our  future
capital lease commitments and our future operating lease commitments as of March
31, 2002:

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------
                                      Financial Commitments (in thousands)
----------------------------------------------------------------------------------------------------------------
                                     2002          2003         2004         2005         2006       Thereafter
                                 ------------  ------------ ------------ ------------ ------------ -------------
<S>                               <C>           <C>          <C>          <C>          <C>          <C>
Bank Debt......................... $     500     $     --     $  50,000    $    --      $     --     $       --
Capital Lease Obligations......... $     521     $     715    $     741    $    767     $     794    $    7,536
Operating Leases.................. $  10,941     $  14,470    $  13,537    $ 12,856     $  12,290    $  109,377

</TABLE>


Financial  commitments  for  2002  include  only  payments  to be  made  for the
remaining 39 weeks of fiscal  2002.  In addition,  we have lease  guarantees  of
approximately  $27,100,000 as of March 31, 2002 (see Note 2 to our  Consolidated
Financial Statements).

Inflation

Substantial  increases in costs and expenses could impact our operating  results
to the extent such increases cannot be passed along to customers. In particular,
increases  in  food,  supplies,  labor  and  operating  expenses  could  have  a
significant  impact on our operating  results.  We do not believe that inflation
has materially affected our operating results during the past three years.

A majority of our  employees  are paid hourly rates related to federal and state
minimum  wage laws and  various  laws that allow for  credits to that wage.  The
Federal  government  continues  to consider  an  increase  in the minimum  wage.
Several  state  governments  have  increased  the  minimum  wage and other state
governments are also discussing an increased  minimum wage. In the past, we have
been able to pass along cost  increases to  customers  through food and beverage
price  increases,  and  we  will  attempt  to do so in  the  future.  We  cannot
guarantee,  however,  that all future cost  increases  can be  reflected  in our
prices or that increased  prices will be absorbed by customers  without at least
somewhat diminishing customer spending in our restaurants.

New Accounting Pronouncement

In October 2001, the Financial  Accounting  Standards Board issued SFAS No. 144,
"Accounting for the Impairment of Long-Lived Assets",  which supersedes SFAS No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to be Disposed Of" and the accounting and reporting provisions of APB No.
30,  "Reporting the Results of Operations - Reporting the Effects of Disposal of
a Segment of a Business,  and Extraordinary,  Unusual and Infrequently Occurring
Events and  Transactions."  SFAS No. 144 retains many of the  provisions of SFAS
No. 121,  but  addresses  certain  implementation  issues  associated  with that
Statement.  We adopted SFAS No. 144 effective December 31, 2001. The adoption of
SFAS No.  144 will not have a  material  impact  on our  consolidated  financial
statements.

Forward-Looking Statements

The  statements  contained  in the  "Management's  Discussion  and  Analysis  of
Financial  Condition and Results of  Operations"  section  regarding  restaurant
development,  costs and expenses, capital expenditures and financial commitments
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.  These  risks  include  but are not  limited  to the impact of
intense  competition in the casual dining segment of the restaurant industry and
our ability to control  restaurant  operating costs which are impacted by market
changes, minimum wage and other employment laws, food costs and inflation. For a
more  detailed  discussion  of the  principal  factors  that could cause  actual
results to be materially  different,  you should read our current report on Form
8-K which we filed with the Securities  and Exchange  Commission on February 13,
2002. We disclaim any obligation to update forward-looking statements.



                                       17
<PAGE>



Item 3.       Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from fluctuations in interest rates and changes in
commodity  prices.  Our revolving  credit  facility bears interest at either the
bank's prime rate or LIBOR plus 1.0%, at our option.  As of March 31, 2002,  the
total amount of debt subject to interest rate fluctuations was $50,500,000 which
was outstanding on our revolving credit facility.  A 1% change in interest rates
would  result in an increase or  decrease  in interest  expense of $505,000  per
year.  We may from time to time  enter into  interest  rate swap  agreements  to
manage the impact of interest rate changes on our earnings.





                                       18
<PAGE>



                           PART II. OTHER INFORMATION

Item 1.     Legal Proceedings

We are  involved  in various  legal  actions  arising  in the  normal  course of
business. These matters include, without limitation,  such matters as employment
law related  claims and disputes with two  international  franchisees  regarding
disclosures we allegedly made or omitted.  In each instance,  we believe that we
have  meritorious  defenses  to the  allegations  made  and  we  are  vigorously
defending these claims.

While the  resolution of the matters  described  above may have an impact on the
financial results for the period in which they are resolved, we believe that the
ultimate  disposition  of  these  matters  will  not,  individually  or  in  the
aggregate,  have a material  adverse  effect upon our  business or  consolidated
financial position.

Item 6.     Exhibits and Reports on Form 8-K

            (a)   The  Exhibits  listed  on the  accompanying  Exhibit Index are
                  filed as part of this report.

            (b)   We filed a  report on  Form 8-K on  January 17, 2002 reporting
                  December comparable sales and updating fourth quarter earnings
                  guidance.

                  We filed a report on  Form 8-K on  January 18, 2002 announcing
                  the promotion of George D. Shadid  to the new Chief  Operating
                  Officer position.

                  We filed a report on  Form 8-K on January 18, 2002  announcing
                  the promotion of Steven K. Lumpkin to Chief Financial Officer.

                  We filed a  report on Form 8-K  on February 8, 2002 announcing
                  January  comparable  sales  and the  broadcast  of  the fourth
                  quarter 2001 earnings conference call over the Internet.

                  We  filed  a  report  on  Form 8-K  on February  13,  2002  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 in the
                  report are  important factors  that could cause actual results
                  to differ  materially from those we project in forward-looking
                  statements.

                  We filed a  report on Form 8-K  on February 13, 2002 reporting
                  fourth quarter and fiscal year 2001 earnings per share.

                  We filed a report on  Form 8-K  on February 27, 2002 reporting
                  February  comparable  sales  and announcing the webcast of our
                  presentation at the Bear Stearns Retail, Restaurants & Apparel
                  Conference.



                                       19

<PAGE>


                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) 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:    April 24, 2002              By:  /s/    Lloyd L. Hill
         ------------------             ----------------------------------------
                                        Lloyd L. Hill
                                        Chairman and Chief Executive Officer
                                        (principal executive officer)


Date:    April 24, 2002              By:  /s/    Steven K. Lumpkin
         ------------------             ----------------------------------------
                                        Steven K. Lumpkin
                                        Executive Vice President and
                                        Chief Financial Officer
                                        (principal  financial   and   accounting
                                         officer)




                                       20
<PAGE>


                         APPLEBEE'S INTERNATIONAL, INC.
                                  EXHIBIT INDEX


  Exhibit
   Number                            Description of Exhibit
------------- ------------------------------------------------------------------

              None





                                       21