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 23, 2004
                                                --------------------------------

Commission File Number:    000-17962


                         Applebee's International, Inc.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

            Delaware                                      43-1461763
  ----------------------------              ------------------------------------
  (State or other jurisdiction of           (I.R.S. Employer Identification No.)
   incorporation or organization)

          4551 W. 107th Street, Suite 100, 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)


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<PAGE>



Item 5.           Other Events

     On February 23, 2004, Applebee's International, Inc. (the "Company") issued
a press release  entitled " Applebee's International  Enters Into  Agreement  To
Acquire  10  Franchise  Restaurants."  The   release  contained   the  following
information.


                                                           FOR IMMEDIATE RELEASE


Contact:  Carol DiRaimo,
          Vice President of Investor Relations
          (913) 967-4109

                 APPLEBEE'S INTERNATIONAL ENTERS INTO AGREEMENT
                       TO ACQUIRE 10 FRANCHISE RESTAURANTS

OVERLAND  PARK,  KAN.,  February  23,  2004 --  Applebee's  International,  Inc.
(Nasdaq:APPB)  announced  today that it has reached an  agreement  with  Pacific
Gold,  Inc.,  an  existing  Applebee's  franchisee,  to acquire the assets of 10
Applebee's  restaurants located in southern California for $13.4 million in cash
at closing, subject to adjustment.

Lloyd L. Hill, chairman and chief executive officer,  said, "As we've previously
stated,  part of our  growth  strategy  is to use our strong  balance  sheet and
substantial  free cash flow for  franchise  acquisitions.  The addition of these
restaurants will provide  geographic and operations synergy to our existing base
of company  restaurants  and will  allow us to  leverage  the  talents of Miguel
Fernandez,  our regional vice president. The acquisition of these restaurants is
part of a  longer-term  strategy to more  aggressively  penetrate  the  southern
California market using a combination of both company and franchise resources."

Hill continued,  "Fiscal year 2003 comparable  sales for these  restaurants were
higher  than the system  average,  and  average  weekly  sales were in excess of
$46,000.  We believe the territory in which these  restaurants  are located will
ultimately  support  a total of more  than 30  Applebee's  restaurants.  We look
forward to welcoming this team of associates and their strong operating  culture
to Applebee's International."

The acquisition of the restaurants is anticipated to close in the second quarter
of 2004, subject to obtaining operating licenses and other third-party consents.
The company expects the addition of these  restaurants to be slightly  accretive
to fiscal year 2004 earnings.

Pacific  Gold,  Inc.  and  its  affiliates   currently   operate  72  Applebee's
restaurants in four states.  Upon completion of the sale, Pacific Gold, Inc. and
its affiliates will continue to operate Applebee's  restaurants located in North
Carolina, Oklahoma and Arkansas.

                                    - more -

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<PAGE>


Applebee's International,  Inc., headquartered in Overland Park, Kan., develops,
franchises and operates  restaurants under the Applebee's  Neighborhood  Grill &
Bar brand,  the largest casual dining concept in the world.  There are currently
1,594  Applebee's  restaurants  operating  system-wide  in 49  states  and  nine
international countries.  Additional information on Applebee's International can
be found at the company's website (www.applebees.com).

Certain statements  contained in this release are  forward-looking  and based on
current expectations. There are several risks and uncertainties that could cause
actual  results to differ  materially  from those  described,  including but not
limited to the ability of the company  and its  franchisees  to open and operate
additional  restaurants  profitably,  the ability of its  franchisees  to obtain
financing,  the continued growth of its franchisees,  and its ability to attract
and retain  qualified  franchisees,  the impact of  intense  competition  in the
casual dining  segment of the  restaurant  industry,  and its ability to control
restaurant  operating costs which are impacted by market  changes,  minimum wage
and other employment laws, food costs and inflation.  For additional  discussion
of the  principal  factors  that could  cause  actual  results to be  materially
different,  the reader is referred to the company's  current  report on Form 8-K
filed with the  Securities  and Exchange  Commission  on February 11, 2004.  The
company disclaims any obligation to update these forward-looking statements.

                                      # # #





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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, thereunto duly authorized.

                                              APPLEBEE'S INTERNATIONAL, INC.
                                              (Registrant)


Date:     February 23, 2004                 By: /s/  Steven K. Lumpkin
         ---------------------                 ------------------------
                                               Steven K. Lumpkin
                                               Executive Vice President and
                                               Chief Financial Officer



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