CERTIFICATE OF ADJUSTMENT

         I, Robert T. Steinkamp, hereby certify that:

         1. I am the duly elected,  qualified and acting Secretary of Applebee's
International, Inc., a Delaware corporation (the "Company").

         2. On May 10, 2001,  the Board of  Directors of the Company  declared a
distribution  in the form of a three-for-two  stock split,  that was effected in
the form of a 50 percent stock dividend (the "2001 Stock Split"),  of the shares
of Common Stock,  $0.01 par value (the "Common  Stock"),  of the Company whereby
one additional  share of Common Stock was distributed on or about June 12, 2001,
for every two shares of Common Stock  outstanding or held in treasury on May 25,
2001.

         3. On May 9, 2002,  the Board of  Directors  of the Company  declared a
distribution in the form of a  three-for-two  stock split, to be effected in the
form of a 50 percent stock dividend (the "2002 Stock  Split"),  of the shares of
Common Stock,  $0.01 par value, of the Company  whereby one additional  share of
Common Stock was  distributed  on or about June 11, 2002 for every two shares of
Common Stock outstanding or held in treasury on May 24, 2002.

         4. The Board of Directors has  determined  that pursuant to Sections 11
and 12 of that certain  Rights  Agreement,  dated as of  September  7, 1994,  as
amended (the "Rights  Agreement"),  between the Company and  Chemical  Bank,  as
Rights  Agent,   and  Section  2  of  the  Certificate  of  The  Voting  Powers,
Designations, Preferences and Relative Participating, Optional and Other Special
Rights and Qualifications, Limitations or Restrictions of Series A Participating
Cumulative Preferred Stock of Applebee's  International,  Inc. (the "Certificate
of  Designation"),  the  number of shares of Series A  Participating  Cumulative
Preferred Stock, par value $0.01 (the "Preferred Shares") which may be purchased
pursuant to each Right, (currently,  under the Rights Agreement, a "Right" being
the right to purchase  1/1000 of a share of Preferred  Shares)  associated  with
each of the shares of Common  Stock  outstanding  as of the close of business on
May 25, 2001 and May 24, 2002,  respectively,  or issued or delivered thereafter
prior to the "Distribution Date" (as defined in the Rights Agreement),  is to be
proportionately  adjusted to account for the 2001 Stock Split and the 2002 Stock
Split as more specifically set forth in Sections 5 and 6 hereof.

         5.  Immediately  prior to the 2001 Stock  Split,  24,694,836  shares of
Common Stock were  outstanding and  immediately  following the 2001 Stock Split,
37,042,254 shares of Common Stock were outstanding.  As a result,  the number of
Preferred Shares which could be purchased by each Right following the 2001 Stock
Split was 1/1500 (until the 2002 Stock Split, discussed in Section 6 below).

         6.  Immediately  prior to the 2002 Stock  Split,  37,042,254  shares of
Common Stock were  outstanding and  immediately  following the 2002 Stock Split,
55,563,381 shares of Common Stock were outstanding.  As a result,  the number of
Preferred  Shares which may be purchased by each Right  following the 2002 Stock
Split is 1/2250.


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         7. The Board of Directors by unanimous written consent has adjusted the
number of  Preferred  Shares  that  could be  purchased  pursuant  to the Rights
Agreement and  Certificate  of  Designation  to 1/2250 of a share for each Right
instead of the current 1/1000 of a Preferred Share.  This adjustment  factors in
the 2001  Stock  Split  and the 2002  Stock  Split  and will be in line with the
Formula Number under the  Certificate of  Designation,  and provide one vote per
1/2250 per share.

         8.This  Certificate  has been  prepared  pursuant  to Section 13 of the
Rights  Agreement  and  in  accordance  with  Section  2 of the  Certificate  of
Designation and may be relied upon by Chemical Bank, as the Rights Agent, and by
each transfer agent of the Company's Preferred Stock and Common Stock.

         IN  WITNESS  WHEREOF,  I have  hereunto  signed  my name this __ day of
October 2002.



                                    --------------------------------------------
                                    Robert T. Steinkamp, Secretary of Applebee's
                                    International, Inc.


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