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)                        January 7, 2005
                                 -----------------------------------------------

                         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
--------------------------------------------------------------------------------
         (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.

     Applebee's  International,  Inc. (the "Company") is filing a description of
its existing FlexPerx Program and its Stock Ownership Guidelines.

     The FlexPerx  Program is a program by which a small cash benefit  award may
be paid on an annual basis to qualifying Company officers if they have completed
certain requirements related to medical examinations.

     The Stock Ownership  Guidelines generally provide that Company officers may
receive a grant of  restricted  stock under the  Company's  Amended and Restated
1995 Equity Incentive Plan if they achieve  specified levels of ownership of the
Company's  common stock within the required  time frame.  Officers  must achieve
certain  levels of ownership  within a specified time in order to continue to be
eligible  to  receive  equity  compensation   grants,  in  accordance  with  the
Guidelines.

     The descriptions of the FlexPerx Program and the Stock Ownership Guidelines
are attached hereto as Exhibits 10.1 and 10.2.

Item 9.01  Financial Statements and Exhibits

     (c)   Exhibits. The following exhibits are filed herewith:

           10.1     FlexPerx Program
           10.2     Stock Ownership Guidelines


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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: January 7, 2005

                                   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         FlexPerx Program
10.2         Stock Ownership Guidelines




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