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)                              May 11, 2006
                                 -----------------------------------------------

                         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.

         On May 11, 2006, the  stockholders  of Applebee's  International,  Inc.
(the  "Company")  approved the Company's  2001 Senior  Executive  Bonus Plan, as
amended (the "Plan").  The Plan was originally  approved by the  stockholders in
May of 2001.  The  stockholders  re-approved  the Plan in order  for the Plan to
remain in compliance  with section 162(m) of the Internal  Revenue Code of 1986,
as amended (the "Code").

         The Plan provides that certain specified officers of the Company may be
awarded cash bonuses by the Executive Compensation Committee of the Company upon
meeting  certain  specified  performance  goals as set  forth in the  Plan.  The
performance  goals are as set from  time-to-time by the Committee and may differ
from  employee-to-employee  and from  award-to-award.  The specific  performance
goals for an award must be set as required by section 162(m) of the Code.

         A copy of the Plan is attached as Exhibit 10.1 hereto and  incorporated
herein by reference.

Item 8.01  Other Events.

         The stockholders of the Company, at the annual meeting on May 11, 2006,
elected Rogelio Rebolledo as a new member of the board of directors,  along with
five existing  directors.  A copy of the Company's press release  announcing the
election of Mr.  Rebolledo is attached as Exhibit  99.1 hereto and  incorporated
herein by reference.

Item 9.01  Financial Statements and Exhibits.

         (d)      Exhibits

         10.1     2001 Senior Executive Bonus Plan, as amended.

         99.1     Press release dated May 11, 2006.



<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:  May 16, 2006

                                   APPLEBEE'S INTERNATIONAL, INC.


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


<PAGE>


                                  Exhibit Index


Exhibit Number             Description

         10.1              2001 Senior Executive Bonus Plan, as amended.

         99.1              Press release dated May 11, 2006.