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)       November 16, 2004
                                                --------------------------------



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


            Delaware                   000-17962               43-1461763
  ------------------------------      ------------       -----------------------
 (State or other jurisdiction of      (Commission           (I.R.S. Employer
  Incorporation)                      File Number)         Identification No.)

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

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


                                      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 1.01.  Entry into a Material Definitive Agreement.

     On November 16, 2004,  Applebee's  International,  Inc. (the "Company") and
Rohan St. George,  president of the Company's  international  division,  entered
into the Company's  standard form of Change in Control and Noncompete  Agreement
(the  "Agreement").  The Agreement offers Change in Control Benefits (as defined
in the  Agreement)  to Mr. St. George in the event of a change in control of the
Company. Additionally, the Agreement sets forth certain obligations that Mr. St.
George  has  agreed  to  with  regard  to   non-competition,   non-solicitation,
maintaining confidential information and ownership of any discoveries.

     The Agreement has a three-year term at which time it automatically  extends
for additional terms of one year each. During the term of the Agreement, Mr. St.
George is eligible for the following  Change in Control Benefits in the event of
a "change in control" (as defined in the  Agreement) of the Company:  (1) a cash
bonus payment  (calculated as follows:  (a) the sum of Mr. St.  George's  annual
salary  before the change in control  plus the greater of (i) his average  bonus
for the three fiscal years  preceding the change of control,  or (ii) his target
bonus for the fiscal year in which his employment  terminates),  (b) divide that
sum by 12, and (c) multiply  the result by 20 (or by 24, if Mr. St.  George is a
member of the Company's Senior Team at the time of the change in control)),  (2)
payment  by the  Company  of the  Company's  health  plan (or  equivalent  plan)
premiums  for Mr. St.  George and his family for a period of at least 20 months,
and (3) immediate vesting of any stock options and restricted shares awarded.

     To become eligible for the Change in Control Benefits,  a change in control
of the Company must occur and Mr. St.  George's  employment with the Company (or
its  successor)  must be  terminated  within 18 months of the  change in control
either by the Company  without  cause or by Mr. St. George for good reason (each
as defined in the  Agreement).  If Mr. St.  George is  terminated by the Company
without  cause  or  resigns  for  good  reason,  and he has met the  eligibility
requirements under the Company's Executive  Retirement Plan, he will retain that
eligibility in addition to the Change in Control Benefits.

     Mr. St. George has agreed to the following: (1) to use his best efforts and
exercise  utmost  diligence  to protect  and  safeguard  the trade  secrets  and
confidential and proprietary information of the Company, (2) to fully inform the
Company of and  disclose  to the Company  all  "discoveries"  (as defined in the
Agreement),  (3) to not, without the prior written consent of the Board,  engage
in or  render  any  services  to  any  business  engaged  in the  casual  dining
restaurant  industry in North  America or any  country  where the Company or its
franchisees  operate,  during the period of his  employment  and until the first
anniversary of his  termination of employment,  and (4) to not solicit or induce
any other employee of the Company to terminate his employment for the purpose of
joining any other business engaged in the casual dining  restaurant  industry or
any other such  segment of the  restaurant  industry  in which the  Company  may
become  involved  during  the  period  of his  employment  and  until  the first
anniversary of his termination of employment.


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<PAGE>


Item 9.01.  Financial Statements and Exhibits.

(c) EXHIBITS.

         10.1 Form of Change in Control  and Noncompete  Agreement (incorporated
         by reference  to Exhibit  10.4 of the Registrant's  Quarterly Report on
         Form 10-Q for the fiscal quarter ended September 26, 2004).


                                   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:  November 16, 2004


                                         APPLEBEE'S INTERNATIONAL, INC.

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


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