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)                        December 15, 2004 (December 9, 2004)
                                 -----------------------------------------------

                         APPLEBEE'S INTERNATIONAL, INC.
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             (Exact Name of Registrant as Specified in Its Charter)


           DELAWARE                   000-17962                43-1461763
------------------------------     ----------------     ------------------------
 (State or other jurisdiction        (Commission            (IRS Employer
       of incorporation)             File Number)         Identification No.)


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



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


                                      None
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         (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 satiify the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[    ] Written communications pursuant to Rule 425 under the Securities Act CFR
     230.425)

[    ] Soliciting material pursuant to Rule 17a-12 under the Exchange Act (17
     CFR 240.14d-2(b))

[    ] 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.

(a)    On December 9, 2004, the Board of Directors of Applebee's  International,
Inc.  (the  "Company")  approved the  following  form  agreements to be used for
future  grants under the Amended and Restated  1995 Equity  Incentive  Plan (the
"Plan") to the Company's  officer  participants  in the Plan:  (i)  Nonqualified
Stock Option Agreement; (ii) Incentive Stock Option Agreement;  (iii) Restricted
Stock Award  Agreement;  and (iv)  Restricted  Stock Award  Agreement for shares
subject to the  Company's  stock  ownership  guidelines.  A copy of the Plan was
filed as Exhibit  10.1 to the  Company's  Quarterly  Report on Form 10-Q for the
quarter ended June 27, 2004.

       On December 9, 2004, the Board approved the following form  agreements to
be used for future grants under the Plan to the Company's nonemployee directors:
(i)  Nonqualified  Stock  Option  Agreement;  and (ii)  Restricted  Stock  Award
Agreement.

       Each form  agreement  approved  by the Board is filed as an exhibit under
Item 9.01 of this Form 8-K.

(b)    On December 9, 2004, the  Board approved, pursuant  to Section  9.1(a) of
the Plan, the amount and mix of cash and  equity  compensation to be paid to the
Company's  nonemployee  directors for their services to the Company in 2005. The
total  annual  compensation  is  valued at  $171,000,  based on, as set forth in
9.1(a),  providing  overall  compensation in the range of the 75th percentile of
nonemployee  director  compensation  paid by a  selected  peer  group of  public
companies.  Each nonemployee  director will receive $35,000 in cash as an annual
retainer.  Pursuant  to  Section  9.1(c) of the Plan,  a  director  may elect to
receive  all or a portion  of this  retainer  in stock  options.  The  remaining
$136,000 in value of annual  compensation will be paid in a combination of stock
options and restricted stock.

Item 9.01.  Financial Statements and Exhibits.

(c)    EXHIBITS.

10.1   Form of Officer Nonqualified Stock Option Agreement
10.2   Form of Officer Incentive Stock Option Agreement
10.3   Form of Officer Restricted Stock Award Agreement
10.4   Form of Officer  Restricted  Stock Award  Agreement for shares subject to
       the Company's  stock  ownership guidelines
10.5   Form of  Nonqualified Stock Option Agreement for Nonemployee Directors
10.6   Form of Restricted Stock Award Agreement for Nonemployee Directors


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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:  December 15, 2004

                                             APPLEBEE'S INTERNATIONAL, INC.


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


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<PAGE>


                                  Exhibit Index


Exhibit Number       Description
--------------       -----------------------------------------------------------
    10.1             Form of Officer Nonqualified Stock Option Agreement
    10.2             Form of Officer Incentive Stock Option Agreement
    10.3             Form of Officer Restricted Stock Award Agreement
    10.4             Form of Officer Restricted Stock Award Agreement for shares
                     subject to the Company's  stock  ownership guidelines
    10.5             Form of Nonqualified Stock Option Agreement for Nonemployee
                     Directors
    10.6             Form of Restricted Stock Award Agreement for Nonemployee
                     Directors





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