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)       February 15, 2005
                                                --------------------------------



                         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 or organization)       File Number)         Identification No.)

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

     a) On February 15, 2005, the Executive Compensation Committee of Applebee's
International,  Inc. (the "Company") approved the fiscal 2004 cash bonuses to be
paid to the Chief  Executive  Officer and the next four most highly  compensated
executive  officers of the Company (the "Named  Executive  Officers")  under the
Company's  existing  cash bonus  plans.  The  amounts to be paid are as follows:
Lloyd Hill,  CEO - $554,500;  Dave Goebel,  President and COO - $271,200;  Steve
Lumpkin, CFO - $280,300; John Cywinski,  Chief Marketing Officer - $201,300; and
Lou Kaucic,  Chief People  Officer - $155,400.  The Committee also approved cash
payments  under a  three-year  performance  share  cycle  earned for 2004.  Cash
amounts  awarded were as follows:  Mr. Hill - $370,882;  Mr. Lumpkin - $123,618;
Mr. Cywinski - $98,900;  and Mr. Kaucic - $123,618.  Mr. Goebel was not eligible
for this performance share cycle.

     (b) On February  15,  2005,  the  Executive  Compensation  Committee of the
Company  approved the fiscal 2005 base salary,  cash bonus  potential  and other
incentive compensation for the Named Executive Officers as follows:

<TABLE>
<CAPTION>

--------------------- ------------------- ------------------------------- --------------------- ----------------------
                                                                          Stock Option Grants     Restricted Stock
        Name             Base Salary           Cash Bonus Potential               (1)                Grants (2)
--------------------- ------------------- ------------------------------- --------------------- ----------------------
<S>                        <C>           <C>                                     <C>                    <C>
Lloyd Hill                  $800,000      up to 125% of base salary               141,000                27,000
Dave Goebel                 $460,000      up to 100% of base salary                87,000                17,000
Steve Lumpkin               $415,000      up to 85% of base salary                 56,500                10,500
John Cywinski               $405,000      up to 70% of base salary                 53,500                10,500
Lou Kaucic                  $320,000      up to 65% of base salary                 42,500                 8,350

<FN>

(1)       Granted  pursuant to the  Company's  Amended and Restated  1995 Equity
          Incentive  Plan. The stock options will be granted in equal  quarterly
          installments  during  fiscal  2005  beginning  March  1,  2005 and all
          options  will vest 3 years from the date of the first  grant in March,
          2005.
(2)       Granted effective March 1, 2005, pursuant to the Company's Amended and
          Restated 1995 Equity  Incentive Plan. The restricted  stock is subject
          to a three-year restriction period from its date of grant.
</FN>
</TABLE>

     Mr. Hill,  Mr.  Lumpkin and Mr. Kaucic have written  employment  agreements
with the  Company  that are filed as  exhibits  with the  Company's  appropriate
periodic  filing under the Securities  Exchange Act of 1934.  Their base salary,
cash  bonus  and  incentive  compensation  is set  each  year  by the  Executive
Compensation Committee.  They may participate in the Company's FlexPerx program,
Executive  Retirement Plan and Executive  Health Plan and other benefit programs
provided to employees generally,  based on each plan's eligibility requirements.
The FlexPerx  program,  Executive  Retirement Plan and Executive Health Plan are
also filed as exhibits with the Company's  appropriate periodic filing under the
Securities Exchange Act of 1934.

     Mr. Goebel and Mr. Cywinski do not have written employment  agreements with
the Company.  Their base salary, cash bonus and other incentive  compensation is
set each year by the Executive Compensation  Committee.  They may participate in
the Company's FlexPerx program, Executive Retirement Plan, Executive Health Plan
and other benefit programs provided to employees generally, based on each plan's
eligibility requirements. Mr. Goebel and Mr. Cywinski have both entered into the
Company's standard forms of Change in Control and Non-Compete  Agreement,  which
have been filed as exhibits  with the  Company's  appropriate  periodic  filings
under the Securities Exchange Act of 1934.




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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:  February 23, 2005

                                        APPLEBEE'S INTERNATIONAL, INC.


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







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