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 14, 2007
                                 -----------------------------------------------

                         APPLEBEE'S INTERNATIONAL, INC.
--------------------------------------------------------------------------------
             (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
--------------------------------------------------------------------------------
              (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 5.02.  Departure of Directors or Certain  Officers;  Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     (a) On March 14, 2007, the Executive  Compensation  Committee of Applebee's
International,  Inc. (the "Company") approved the fiscal 2006 cash bonuses to be
paid to the Chief  Executive  Officer,  Chief  Financial  Officer  and the other
senior executive officers of the Company whose compensation will be shown in the
Company's proxy statement (the "Named  Executive  Officers") under the Company's
existing cash bonus plans.  Based on the  achievement  of previously  identified
performance  targets, the Committee agreed that the cash bonus for 2006 would be
paid out at 43.6 percent of target for these  senior  officers  (actual  amounts
listed after their  titles):  Dave Goebel,  President and CEO - $288,218;  Steve
Lumpkin,  CFO - $176,035;  Stan Sword, Chief People Officer - $99,190; and Carin
Stutz,  Executive  Vice  President,  Operations - $88,493.  The Company ties 100
percent of the Named  Executive  Officers' cash bonuses to company  performance.
The Committee used performance  measures focused on profitability  and expanding
restaurant  operations in international  countries in determining the cash bonus
for Rohan St. George, President-International Division at $183,128.

     (b) The Committee revised the Personal Use of Corporate  Aircraft policy to
eliminate  non-business  travel on Company aircraft by executives and employees,
except in cases of medical emergency or extreme hardship.  Board members are not
eligible for personal travel on Company aircraft. The revised policy is attached
as Exhibit 10.1 hereto and incorporated herein by reference.

     (c) On March 14, 2007, the Executive Compensation  Committee, in accordance
with the recommendation of the Hay Group ("Hay"),  the independent  compensation
consultants  retained  by the  Committee,  approved  adding  the  role of  Chief
Strategy  Officer to Mr. Lumpkin's  current title of Chief Financial  Officer in
order  to  better  reflect  the  additional  accountabilities  and  scope of his
position. In addition to serving as CFO, Mr. Lumpkin also oversees the Company's
International  operations and Supply Chain Management  function and oversees key
strategic initiatives for the Company. The compensation  structure for the Chief
Financial  and  Strategy  Officer  has  been  adjusted  accordingly,   based  on
benchmarking  by Hay to competitive  market data for roles of similar nature and
size.



<PAGE>



     (d) On March 14, 2007, the Executive  Compensation  Committee  approved the
fiscal  2007 base  salary,  cash bonus  target  potential,  and other  incentive
compensation for the Named Executive Officers as follows:
<TABLE>
<CAPTION>
 ------------------------ ----------------- ------------------------ ------------------- -------------------- ----------------
                                                                                                                Performance
                                                                          Stock                                   Vested
                                              Cash Bonus Target        Appreciation         Time-Vested         Restricted
          Name              Base Salary          Potential(1)            Rights(2)       Restricted Stock(3)     Stock(4)
 ------------------------ ----------------- ------------------------ ------------------- -------------------- ----------------
 <S>                      <C>               <C>                      <C>                 <C>                  <C>
 David L. Goebel(5)            $650,000       105% of base salary         122,000              42,000             53,000
 ------------------------ ----------------- ------------------------ ------------------- -------------------- ----------------
 Steven L. Lumpkin             $525,000       100% of base salary          86,250              29,750             37,450
 ------------------------ ----------------- ------------------------ ------------------- -------------------- ----------------
 Stanley M. Sword              $358,800       65% of base salary           29,000              10,000             12,500
 ------------------------ ----------------- ------------------------ ------------------- -------------------- ----------------
 Carin R. Stutz                $335,000       65% of base salary           32,000              11,000             14,000
 ------------------------ ----------------- ------------------------ ------------------- -------------------- ----------------
 Rohan St. George              $294,000       50% of base salary            9,375               6,250              5,000
 ------------------------ ----------------- ------------------------ ------------------- -------------------- ----------------

<FN>
(1)  The  performance  measures for the 2007 annual cash bonus have been revised
     to include return on invested  capital (ROIC) in addition to the previously
     approved   measures  of:  earnings  per  share  (EPS),   guest  preference,
     restaurant operating profit (ROP), traffic growth and employee retention.

(2)  Granted  pursuant  to  the  Company's  Amended  and  Restated  1995  Equity
     Incentive  Plan (the "Plan").  Upon exercise,  executives  will receive the
     number of shares of common stock equal in value to the  difference  between
     the fair market  value on the grant date and the fair  market  value on the
     date of exercise.  Only the number of shares of common  stock  delivered as
     payment of such  appreciation  will count against the shares  available for
     issuance under the Plan. The stock appreciation rights are granted in equal
     quarterly  installments  during fiscal 2007, if the executive  continues in
     his or her  position,  on March  14,  and the first  business  day of June,
     September and December,  2007 and vest on March 1, 2011. For Messrs.  Sword
     and  St.  George,  pursuant  to the  Company's  executive  share  ownership
     guidelines,  incentive stock options are substituted for stock appreciation
     rights up to the qualified limit of $100,000 in face value of awards.

(3)  Granted in equal quarterly installments on March 14, and the first business
     day of June,  September and December,  2007, if the executive  continues in
     his or her position,  pursuant to the Plan. The restricted stock is subject
     to a four-year restriction period ending on March 1, 2011.

(4)  Granted in equal quarterly installments on March 14, and the first business
     day of June,  September and December,  2007, if the executive  continues in
     his or her position, pursuant to the Plan. Certain specified percentages of
     the  restricted  stock  vest on  March  1,  2011,  if the  Company's  total
     shareholder  return  reaches  certain  levels  in  relation  to  the  total
     shareholder  return of the Bears  Stearns Index which  includes  twenty-six
     restaurant companies. The form of performance-vested restricted stock award
     agreement  is attached as Exhibit  10.2 hereto and  incorporated  herein by
     reference.

(5)  The Committee accepted Mr. Goebel's  recommendation that he forego any base
     salary increase for 2007.

</FN>
</TABLE>

Item 9.01         Financial Statements and Exhibits.

         (d)      Exhibits

         10.1     Revised Personal Use of Corporate Aircraft Policy

         10.2     Form of Performance Vested Restricted Stock Award Agreement





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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 20, 2007

                                   APPLEBEE'S INTERNATIONAL, INC.


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


                                       3
<PAGE>

                                  EXHIBIT INDEX


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

10.1         Revised Personal Use of Corporate Aircraft Policy

10.2         Form of Performance Vested Restricted Stock Award Agreement





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