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 9, 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
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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  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 8.01.    Other Events

         The following information is provided by Applebee's International, Inc.
(the "Company") in accordance with the Private Securities  Litigation Reform Act
of 1995 as it relates  to a safe  harbor for  companies  making  forward-looking
statements.  These  forward-looking  statements  are  included in the  Company's
reports, news releases,  proxy statements and registration statements filed with
the  Securities  and  Exchange  Commission  as well  as  other  written  or oral
statements  made by  Company  representatives.  The  factors  listed  below  are
important  factors that could cause  actual  results to differ  materially  from
those projected in forward-looking statements made by the Company.

         System  Growth.  The  Company's  continued  growth will depend upon the
ability  of the  Company  and its  franchisees  to open and  operate  additional
restaurants profitably. The opening of new restaurants,  both by the Company and
its  franchisees,  depends on a number of factors,  many of which are beyond the
control of the Company and its franchisees. These factors include, among others,
the availability of management,  restaurant staff and other personnel;  the cost
and  availability  of  suitable  restaurant  locations;  acceptable  leasing  or
financial terms;  the availability of capital to finance growth;  cost effective
and timely  construction of restaurants  (which  construction can be delayed due
to, among other reasons, labor disputes, local zoning and licensing matters, and
weather conditions); and securing required governmental permits. There can be no
assurance that the Company or its franchisees  will be successful in opening the
number of restaurants anticipated, or that new restaurants opened by the Company
or its franchisees will be operated profitably.

         In the course of expanding its restaurant systems,  the Company and its
franchisees  enter new or more highly  competitive  geographic  regions or local
markets in which they may have  limited  operating  experience.  There can be no
assurance of the level of success of the restaurant concepts in these regions or
particular local markets.  Newly opened restaurants typically operate with below
normal  profitability  and incur  certain  additional  costs in the  process  of
achieving operational efficiencies during the first several months of operation.
When the Company or its  franchisees  enter  highly  competitive  new markets or
territories in which the Company's restaurant systems have not yet established a
market presence,  the adverse effects on sales and profit margins may be greater
and more prolonged.

         The  Company's  system  development  plans  depend,  in  part,  on  the
successful  introduction  of new smaller scale unit designs to be used primarily
in counties of under 50,000 in population. The successful entry into small towns
depends on many factors in addition to those described  above,  including supply
logistics,  customer  acceptance and advertising  efficiencies.  There can be no
assurance that the  introduction  of the smaller scale unit designs or the entry
into small towns will be successful.

         The   Company's   expansion  has  and  will  continue  to  require  the
implementation of enhanced  operational systems. The Company regularly evaluates
the  adequacy  of its  current  policies,  procedures,  systems  and  resources,
including  financial  controls,   management   information  systems,  field  and
restaurant  management,  and vendor  capacities and  relations.  There can be no
assurance that the Company will adequately  address all of the changing  demands
that its planned expansion will impose on such systems, controls, and resources.

         Our future  growth  depends in part on our  acquisition  of  franchised
Applebee's  restaurants.  There  is no  assurance  that  we will be able to find
franchisee restaurants available for purchase or that we will be able to acquire
franchisee  restaurants at favorable prices. In addition,  if we do successfully
identify and complete  acquisitions in the future,  the acquisitions may involve
the following risks:

         o    increases in our debt and contingent liabilities; and

         o    entering  geographic  markets in which we have little or no direct
              prior experience; and

         o    unanticipated   or   undiscovered   legal   liabilities  or  other
              obligations of acquired franchisee restaurants.

         Even if we are successful in acquiring franchisee operations,  there is
no  assurance  that  we  will  be  able  to  operate  the  acquired  restaurants


                                      -2-
<PAGE>


profitably.  The  integration  of acquired  restaurants  into our operations may
involve a number of issues,  any of which could  materially and adversely affect
our operations and financial performance. These issues include:

         o    burdens on our management resources and financial controls;

         o    diversion of money and resources to integration issues;

         o    potential   loss  of  key   personnel   of   acquired   franchisee
              restaurants; and

         o    potential loss of customer  relationships  and related revenues of
              acquired restaurants as a result of a change in ownership.

         We may acquire one or more additional  restaurant concepts which may be
established   operating   businesses  or  businesses  in  the  early  stages  of
development.   Operating  more  than  one  restaurant   concept   presents  many
significant risks that could,  individually or together, have a material adverse
effect on our  business  and  financial  results.  Our success in  acquiring  or
investing in new concepts is subject to the following risks:

         o    we may be unable to identify suitable opportunities;

         o    we may pay too much for our  investment in the concept in light of
              its long-term potential and actual economic return to us; and

         o    we may be  required  to  borrow  the  funds  needed  to  make  our
              investment  in the  concept,  which  will  increase  our  interest
              expense.

         In addition,  our ability to expand  another  concept,  through our own
development or through franchising, will be subject to risks such as:

         o    we may  not be  able to find  suitable  locations  at  appropriate
              purchase prices or lease terms;

         o    we may not be able to attract franchisees;

         o    we may experience  construction  delays or cost overruns caused by
              numerous  factors,  such as  shortages  of  materials  and skilled
              labor,  labor  disputes,   weather   interference,   environmental
              problems, and construction or zoning problems;

         o    we may not be able to hire and  train  experienced  and  dedicated
              operating personnel; and

         o    we may face  competition from other  restaurants,  including other
              Applebee's  either  owned  or  franchised.   Competitive   factors
              include:

                   *    the quality and value of the food products offered;

                   *    the quality of service;

                   *    the price of the food products offered;

                   *    the dining experience; and

                   *    the ambiance of facilities.

         Reliance on  Franchisees.  The  continued  growth of the Company is, in
part, dependent upon its ability to retain qualified domestic franchisees and to
attract  and retain  qualified  franchisees  for  international  markets and the
ability of its franchisees to maximize  penetration of their designated  markets


                                      -3-
<PAGE>


and  to  operate  their  restaurants  successfully.  Although  the  Company  has
established  criteria  to  evaluate  prospective  franchisees,  there  can be no
assurance  that the  Company's  existing  or  future  franchisees  will have the
business  abilities  or  access to  financial  resources  necessary  to open the
required number of restaurants or that they will successfully develop or operate
these  restaurants  in their  franchise  areas in a manner  consistent  with the
Company's  standards.  The Company  intends to continue its efforts to franchise
restaurants in certain international territories.  The ability of franchisees to
open restaurants  outside of the United States is subject to the same factors as
are applicable to opening domestic restaurants  described above. There can be no
assurance that the Company will be able to attract qualified franchisees or that
such franchisees will be able to open and operate restaurants successfully.

         Competition. Competition in the casual dining segment of the restaurant
industry is expected to remain intense with respect to price, service, location,
concept, and the type and quality of food. There is also intense competition for
real estate sites, qualified management personnel,  and hourly restaurant staff.
The Company's  competitors include national,  regional and local chains, as well
as local  owner-operated  restaurants.  There are a number  of  well-established
competitors,  some of which have been in existence  for a longer period than the
Company  and may be  better  established  in the  markets  where  the  Company's
restaurants  are  or may be  located.  The  Company  is  experiencing  increased
competition in attracting and retaining  qualified  management  level  operating
personnel.

         Restaurant Industry.  The restaurant industry is affected by changes in
consumer  tastes  and by  national,  regional,  and local  economic  conditions,
demographic  trends,  traffic patterns,  and the type,  number,  and location of
competing  restaurants.  Multi-unit  chains  such  as the  Company  can  also be
adversely affected by publicity resulting from food quality,  illness, injury or
other health  concerns or operating  issues related to restaurant  operations or
from  food  suppliers.  Dependence  on fresh  produce  and meats  also  subjects
restaurant  companies  such  as  the  Company  to the  risk  that  shortages  or
interruptions in supply,  caused by adverse weather or other  conditions,  could
adversely affect the availability,  quality or cost of ingredients. In addition,
factors such as inflation,  increased food,  labor,  and employee benefit costs,
and the  availability  of qualified  management  and hourly  employees  may also
adversely   affect  the  restaurant   industry  in  general  and  the  Company's
restaurants in particular.  The continued  success of the Company will depend in
part  on the  ability  of the  Company's  management  to  identify  and  respond
appropriately to changing conditions.

         Operating Costs. Restaurant operating costs consist principally of food
and beverage costs,  labor and benefits costs,  and occupancy  costs,  including
utility costs. Several of these factors are subject to price increases from time
to time due to market  changes,  minimum  wage and other  employment  laws,  and
inflation.  In addition,  from time to time,  the Company may implement new menu
items and operating procedures at its restaurants, which may be either temporary
or permanent.  Such operating  procedures and menu items may result in increased
food or labor costs.  The Company may not be able to recoup all  operating  cost
increases through price increases.

         Government Regulation.  The restaurant industry is subject to extensive
state  and  local  governmental  regulations  relating  to the  sale of food and
alcoholic beverages and to sanitation,  public health, fire, and building codes.
Termination of the liquor license for any restaurant  would adversely effect the
revenues of that  restaurant.  Restaurant  operating  costs are also affected by
other  government  actions  that are beyond  the  Company's  control,  including
increases  in  the  minimum  hourly  wage  requirement,   workers'  compensation
insurance rates, and unemployment and other taxes. The Company may be subject in
certain states to "dram-shop" statutes, which generally provide a person injured
by an intoxicated person the right to recover damages from an establishment that
wrongfully served alcoholic  beverages to the intoxicated person. The Company is
also subject to federal regulation and certain state laws which govern the offer
and  sale  of  franchises.   Many  state   franchise  laws  impose   substantive
requirements   on   any   franchise   agreement,    including   limitations   on
non-competition provisions and the termination or non-renewal of a franchise.

         Capital Expenditures.  The Company's capital expenditures are primarily
related to the development or acquisition of additional restaurants, maintenance
and  refurbishment  of  existing   restaurants,   and  expansion  of  management
information systems, office space and other corporate infrastructure.  The costs
related  to  restaurant  development,   maintenance  and  refurbishment  include
purchases and leases of land, buildings and equipment and facility and equipment
maintenance, repair and replacement. The labor and materials costs involved vary
geographically  and are  subject to  general  price  increases.  There can be no
assurance that future capital expenditure costs will not increase.


                                      -4-
<PAGE>


         Share  Repurchases.  The Company currently intends to repurchase shares
of its common stock, subject to Board authorization limits. Any such repurchases
are subject to prevailing market prices, and pursuant to applicable restrictions
under the  Company's  debt  agreements,  may be made in open  market or  private
transactions  and may  occur or be  discontinued  at any  time.  There can be no
assurance that the Company will repurchase any common stock.



                                   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 9, 2005               By: /s/ Steven K. Lumpkin
     -----------------------              -------------------------
                                          Steven K. Lumpkin
                                          Executive Vice President and
                                          Chief Financial Officer


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