UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q/A

                                 Amendment No. 1

(Mark One)
[ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the quarterly period ended                   June 30, 2002
                               -------------------------------------------------

                                       OR

[    ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

For the transition period from                         to
                               -----------------------    ----------------------

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)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.    Yes   X           No
                                    -------           -------

The number of shares of the registrant's common stock outstanding as of July 26,
2002 was 55,995,834.


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<PAGE>

                                EXPLANATORY NOTE

This Amendment No. 1 to the  Registrant's  Quarterly Report on Form 10-Q for the
period  ended June 30, 2002 is being filed  solely to include the  certification
required  by  Section  906  of the  Sarbanes-Oxley  Act of  2002,  which  became
effective  on  July  30,  2002.  No  other  revisions  have  been  made  to  the
Registrant's Quarterly Report on Form 10-Q filed on August 1, 2002.

PART II OTHER INFORMATION

Item 6.     Exhibits and Reports on Form 8-K

            (a)   The  Exhibits listed  on  the accompanying  Exhibit Index  are
                  filed as part of this report.

            (b)   We furnished a report on Form 8-K on April 8, 2002  announcing
                  our  presentation at the Banc of America  Securities  Consumer
                  Conference.

                  We filed a report  on Form 8-K on April  11,  2002  clarifying
                  comments  made at the  Banc  of  America  Securities  Consumer
                  Conference.

                  We furnished a report on Form 8-K on April 11, 2002 announcing
                  our   presentation   at   the   SunTrust   Robinson   Humphrey
                  Institutional Conference.

                  We furnished a report on Form 8-K on April 19, 2002 announcing
                  our broadcast of the first  quarter 2002  earnings  conference
                  call over the Internet.

                  We filed a report  on Form 8-K on  April  25,  2002  reporting
                  first quarter 2002 earnings.

                  We filed a report  on Form 8-K on  April  30,  2002  reporting
                  April comparable sales.

                  We filed a  report  on Form 8-K on May 9,  2002  announcing  a
                  three-for-two stock split.

                  We  furnished a report on Form 8-K on May 13, 2002  announcing
                  the  webcast  of the  Investor  Conferences  in New  York  and
                  Boston.

                  We  furnished a report on Form 8-K on May 15,  2002  outlining
                  our  future  growth   strategies   and  long-term  EPS  growth
                  expectations.  We also  announced  that we have  increased the
                  domestic potential of the Applebee's concept.

                  We filed a report on Form 8-K on May 29,  2002  reporting  May
                  comparable sales.

                  We furnished a report on Form 8-K on June 11, 2002  announcing
                  our  presentation at the U.S.  Bancorp Piper Jaffray  Consumer
                  Conference.



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<PAGE>


                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) 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: July 31, 2002             By:  /s/    Lloyd L. Hill
     -----------------             --------------------------------------------
                                   Lloyd L. Hill
                                   Chairman and Chief Executive Officer
                                   (principal executive officer)

Date: July 31, 2002             By:  /s/    Steven K. Lumpkin
     -----------------             --------------------------------------------
                                   Steven K. Lumpkin
                                   Executive Vice President and
                                   Chief Financial Officer
                                   (principal financial and accounting officer)


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<PAGE>


                         APPLEBEE'S INTERNATIONAL, INC.
                                  EXHIBIT INDEX



  Exhibit
   Number                           Description of Exhibit
------------- ------------------------------------------------------------------


   10.1       Amendment to Employee Stock Purchase Plan.

   99.1       Certification  of   Chairman  and  Chief   Executive  Officer  and
              Executive Vice President and Chief Financial Officer.







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