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

                                    FORM 10-Q


(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.


                                       1
<PAGE>


                         APPLEBEE'S INTERNATIONAL, INC.
                                    FORM 10-Q
                       FISCAL QUARTER ENDED JUNE 30, 2002
                                      INDEX

<TABLE>
<CAPTION>

                                                                                                               Page

<S>                <C>                                                                                          <C>
Part I              Financial Information

Item 1.             Consolidated Financial Statements:

                    Consolidated Balance Sheets as of June 30, 2002
                       and December 30, 2001................................................................     3

                    Consolidated Statements of Earnings for the 13 Weeks and 26 Weeks
                       Ended June 30, 2002 and July 1, 2001.................................................     4

                    Consolidated Statement of Stockholders' Equity for the
                       26 Weeks Ended June 30, 2002.........................................................     5

                    Consolidated Statements of Cash Flows for the 26 Weeks
                       Ended June 30, 2002 and July 1, 2001.................................................     6

                    Notes to Consolidated Financial Statements..............................................     8

Item 2.             Management's Discussion and Analysis of
                       Financial Condition and Results of Operations........................................     12

Item 3.             Quantitative and Qualitative Disclosures About Market Risk..............................     19


Part II             Other Information

Item 1.             Legal Proceedings.......................................................................     20

Item 4.             Submission of Matters to a Vote of Security Holders.....................................     20

Item 6.             Exhibits and Reports on Form 8-K........................................................     21

Signatures .................................................................................................     22

Exhibit Index...............................................................................................     23

</TABLE>

                                       2

<PAGE>


                 APPLEBEE'S INTERNATIONAL, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                      (in thousands, except share amounts)

<TABLE>
<CAPTION>

                                                                                         June 30,         December 30,
                                                                                           2002               2001
                                                                                      --------------     -------------
<S>                                                                                   <C>                <C>
                                     ASSETS

Current assets:
     Cash and cash equivalents......................................................   $    7,778         $   22,048
     Short-term investments, at market value (amortized cost of $478 in 2002 and
        $677 in 2001)...............................................................          495                699
     Receivables (less allowance for bad debts of $5,177 in 2002 and $4,343 in 2001)       23,706             22,827
     Inventories....................................................................       10,653             10,165
     Prepaid and other current assets...............................................       10,161             12,260
                                                                                      --------------     -------------
        Total current assets........................................................       52,793             67,999
Property and equipment, net.........................................................      343,048            330,924
Goodwill, net.......................................................................       78,614             78,614
Franchise interest and rights, net..................................................        1,634              1,800
Other assets........................................................................       21,050             21,074
                                                                                      --------------     -------------
                                                                                       $  497,139         $  500,411
                                                                                      ==============     =============


                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Current portion of long-term debt..............................................   $       47         $       43
     Accounts payable...............................................................       25,588             22,196
     Accrued expenses and other current liabilities.................................       61,021             71,551
     Accrued dividends..............................................................           --              2,977
     Accrued income taxes...........................................................        6,546                979
                                                                                      --------------     -------------
        Total current liabilities...................................................       93,202             97,746
                                                                                      --------------     -------------
Non-current liabilities:
     Long-term debt - less current portion..........................................       32,524             74,525
     Franchise deposits.............................................................        1,258              1,515
     Deferred income taxes..........................................................        1,974              1,442
                                                                                      --------------     -------------
        Total non-current liabilities...............................................       35,756             77,482
                                                                                      --------------     -------------
        Total liabilities...........................................................      128,958            175,228
                                                                                      --------------     -------------
Commitments and contingencies (Note 2)
Stockholders' equity:
     Preferred stock - par value $0.01 per share:  authorized - 1,000,000 shares;
        no shares issued............................................................           --                 --
     Common stock - par value $0.01 per share:  authorized - 125,000,000 shares;
        issued - 72,336,788 shares..................................................          723                723
     Additional paid-in capital.....................................................      185,481            180,802
     Retained earnings..............................................................      396,657            354,950
     Accumulated other comprehensive income, net of income taxes....................           11                 14
                                                                                      --------------     -------------
                                                                                          582,872            536,489
     Treasury stock - 16,369,087 shares in 2002 and 16,522,099 shares in 2001, at
        cost........................................................................     (214,691)          (211,306)
                                                                                      --------------     -------------
        Total stockholders' equity..................................................      368,181            325,183
                                                                                      --------------     -------------
                                                                                       $  497,139         $  500,411
                                                                                      ==============     =============
</TABLE>

                 See notes to consolidated financial statements.

                                       3
<PAGE>


                 APPLEBEE'S INTERNATIONAL, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF EARNINGS
                                   (Unaudited)
                    (in thousands, except per share amounts)
<TABLE>
<CAPTION>

                                                             13 Weeks Ended                 26 Weeks Ended
                                                       ---------------------------    ---------------------------
                                                        June 30,        July 1,        June 30,        July 1,
                                                          2002            2001           2002            2001
                                                       -----------     -----------    ------------    -----------
<S>                                                    <C>             <C>            <C>             <C>
Revenues:
     Company restaurant sales....................       $178,893        $162,035       $353,866        $322,178
     Franchise income............................         25,484          23,885         50,324          46,119
                                                       -----------     -----------    ------------    -----------
        Total operating revenues.................        204,377         185,920        404,190         368,297
                                                       -----------     -----------    ------------    -----------
Cost of company restaurant sales:
     Food and beverage...........................         47,073          43,633         94,480          86,938
     Labor.......................................         58,881          51,533        116,338         102,433
     Direct and occupancy........................         44,291          41,104         87,163          81,863
     Pre-opening expense.........................            305             132            640             267
                                                       -----------     -----------    ------------    -----------
        Total cost of company restaurant sales...        150,550         136,402        298,621         271,501
                                                       -----------     -----------    ------------    -----------
General and administrative expenses..............         19,553          18,085         38,799          35,251
Amortization of intangible assets................             52           1,462            190           2,925
Loss on disposition of restaurants and equipment.            727             571          1,021             758
                                                       -----------     -----------    ------------    -----------
Operating earnings...............................         33,495          29,400         65,559          57,862
                                                       -----------     -----------    ------------    -----------
Other income (expense):
     Investment income...........................            381             415            778             772
     Interest expense............................           (555)         (2,043)        (1,188)         (4,400)
     Other income................................            482             385            583             475
                                                       -----------     -----------    ------------    -----------
        Total other income (expense).............            308          (1,243)           173          (3,153)
                                                       -----------     -----------    ------------    -----------
Earnings before income taxes.....................         33,803          28,157         65,732          54,709
Income taxes.....................................         12,338          10,361         23,992          20,132
                                                       -----------     -----------    ------------    -----------
Net earnings.....................................       $ 21,465        $ 17,796       $ 41,740        $ 34,577
                                                       ===========     ===========    ============    ===========

Basic net earnings per common share..............       $   0.38        $   0.32       $   0.75        $   0.62
                                                       ===========     ===========    ============    ===========
Diluted net earnings per common share............       $   0.37        $   0.31       $   0.73        $   0.61
                                                       ===========     ===========    ============    ===========

Basic weighted average shares outstanding........         55,872          55,370         55,874          55,522
                                                       ===========     ===========    ============    ===========
Diluted weighted average shares outstanding......         57,374          56,808         57,352          56,661
                                                       ===========     ===========    ============    ===========

</TABLE>




                 See notes to consolidated financial statements.

                                       4
<PAGE>


                 APPLEBEE'S INTERNATIONAL, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                   (Unaudited)
                      (in thousands, except share amounts)


<TABLE>
<CAPTION>

                                                                                           Accumulated
                                               Common Stock         Additional                Other                      Total
                                        --------------------------   Paid-In     Retained  Comprehensive   Treasury   Stockholders'
                                             Shares       Amount     Capital     Earnings  Income (Loss)     Stock        Equity
                                        --------------- ---------- ------------ ---------- ------------- ------------ -------------

<S>                                      <C>             <C>       <C>         <C>           <C>         <C>           <C>
Balance, December 30, 2001.............   72,336,788      $ 723     $ 180,802   $ 354,950     $    14     $(211,306)    $ 325,183

   Comprehensive income:
     Net earnings......................         --          --            --       41,740          --          --          41,740
     Change in unrealized gain on
       short-term investments,
       net of income taxes.............         --          --            --          --           (3)         --              (3)
                                        --------------- ---------- ------------ ---------- ------------- ------------ -------------

   Total comprehensive income..........         --          --            --       41,740          (3)         --          41,737
                                        --------------- ---------- ------------ ---------- ------------- ------------ -------------

   Purchases of treasury stock.........         --          --            --          --           --        (8,324)       (8,324)
   Stock options exercised and
     related tax benefit...............         --          --          1,830         --           --         3,159         4,989
   Shares issued under employee
     stock and 401(k) plans............         --          --          2,083         --           --         1,600         3,683
   Restricted shares awarded
     under equity incentive plan, net
     of cancellations..................         --          --            (20)        --           --           180           160
   Unearned compensation relating
     to restricted shares..............         --          --            295         --           --          --             295
   Repayments of notes receivable from
     officers for stock sales..........         --          --            491         --           --          --             491
   Dividends paid for fractional shares         --          --            --          (33)         --          --             (33)
                                        --------------- ---------- ------------ ---------- ------------- ------------ -------------

Balance, June 30, 2002.................   72,336,788      $ 723     $ 185,481   $ 396,657     $    11     $(214,691)    $ 368,181
                                        =============== ========== ============ ========== ============= ============ =============

</TABLE>


                 See notes to consolidated financial statements.

                                       5
<PAGE>


                 APPLEBEE'S INTERNATIONAL, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                                           26 Weeks Ended
                                                                                   --------------------------------
                                                                                     June 30,           July 1,
                                                                                       2002              2001
                                                                                   -------------     --------------
<S>                                                                                 <C>               <C>
       CASH FLOWS FROM OPERATING ACTIVITIES:
            Net earnings......................................................       $  41,740         $  34,577
            Adjustments to reconcile net earnings to net
               cash provided by operating activities:
               Depreciation and amortization..................................          16,953             15,561
               Amortization of intangible assets..............................             190              2,925
               Amortization of deferred financing costs.......................              96                362
               Deferred income tax provision (benefit)........................             617             (3,095)
               Loss on disposition of restaurants and equipment...............           1,021                758
               Income tax benefit from exercise of stock options..............           1,359              2,163
            Changes in assets and liabilities:
               Receivables....................................................            (879)               334
               Inventories....................................................            (488)             3,237
               Prepaid and other current assets...............................           2,016                545
               Accounts payable...............................................           3,392               (366)
               Accrued expenses and other current liabilities.................          (8,336)            (3,824)
               Accrued income taxes...........................................           5,567              1,774
               Franchise deposits.............................................            (257)              (161)
               Other..........................................................             801             (1,381)
                                                                                   -------------     --------------
               NET CASH PROVIDED BY OPERATING ACTIVITIES......................          63,792             53,409
                                                                                   -------------     --------------
       CASH FLOWS FROM INVESTING ACTIVITIES:
            Purchases of property and equipment...............................         (29,545)           (18,836)
            Proceeds from sale of restaurants and equipment...................               3                 16
            Purchases of short-term investments...............................            (100)               (49)
            Maturities and sales of short-term investments....................             300                375
                                                                                   -------------     --------------
               NET CASH USED BY INVESTING ACTIVITIES..........................         (29,342)           (18,494)
                                                                                   -------------     --------------
       CASH FLOWS FROM FINANCING ACTIVITIES:
            Purchases of treasury stock.......................................          (8,324)           (39,578)
            Dividends paid....................................................          (3,010)            (2,779)
            Issuance of common stock upon exercise of stock options...........           3,630             10,771
            Shares sold under employee stock purchase plan....................             984                540
            Payments on long-term debt........................................         (42,000)            (7,430)
                                                                                   -------------     --------------
               NET CASH USED BY FINANCING ACTIVITIES..........................         (48,720)           (38,476)
                                                                                   -------------     --------------
       NET DECREASE IN CASH AND CASH EQUIVALENTS..............................         (14,270)            (3,561)
       CASH AND CASH EQUIVALENTS, beginning of period.........................          22,048             10,763
                                                                                   -------------     --------------
       CASH AND CASH EQUIVALENTS, end of period...............................       $   7,778         $    7,202
                                                                                   =============     ==============

</TABLE>

                 See notes to consolidated financial statements.

                                       6
<PAGE>


                 APPLEBEE'S INTERNATIONAL, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS - (Continued)
                                   (Unaudited)
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                                           26 Weeks Ended
                                                                                 ------------------------------------
                                                                                    June 30,             July 1,
                                                                                      2002                2001
                                                                                 ----------------    ----------------

<S>                                                                               <C>                 <C>
Supplemental disclosures of cash flow information:
     Cash paid during the 26 week period for:
       Income taxes........................................................         $    13,534         $    19,256
                                                                                 ================    ================
       Interest............................................................         $       891         $     4,029
                                                                                 ================    ================


</TABLE>


Disclosure of Accounting Policy:

For  purposes of the  consolidated  statements  of cash flows,  we consider  all
highly liquid  investments  purchased with a maturity of three months or less to
be cash equivalents.





                 See notes to consolidated financial statements.

                                       7
<PAGE>


                 APPLEBEE'S INTERNATIONAL, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

1.    Basis of Presentation

Our  consolidated  financial  statements  included  in this  Form 10-Q have been
prepared without audit (except that the balance sheet information as of December
30, 2001 has been  derived from  consolidated  financial  statements  which were
audited) in accordance  with the rules and  regulations  of the  Securities  and
Exchange  Commission.  Although  certain  information  and footnote  disclosures
normally included in financial statements prepared in accordance with accounting
principles  generally  accepted  in the  United  States  of  America  have  been
condensed or omitted,  we believe that the  disclosures are adequate to make the
information presented not misleading.  The accompanying  consolidated  financial
statements should be read in conjunction with the audited  financial  statements
and notes thereto included in our Annual Report on Form 10-K for the fiscal year
ended December 30, 2001.

We  believe  that  all   adjustments,   consisting  only  of  normal   recurring
adjustments,  necessary  for a fair  presentation  of the results of the interim
periods  presented  have been made.  The results of  operations  for the interim
periods  presented are not necessarily  indicative of the results to be expected
for the full year.

We have made certain  reclassifications to the consolidated financial statements
to conform to the 2002 presentation.

2.    Commitments and Contingencies

Litigation,  claims and  disputes:  We are  involved  in various  legal  actions
arising  in the  normal  course of  business.  These  matters  include,  without
limitation,  such matters as employment law related claims and disputes with two
international franchisees regarding disclosures we allegedly made or omitted. In
each instance,  we believe that we have meritorious  defenses to the allegations
made and we are vigorously defending these claims.

While the  resolution of the matters  described  above may have an impact on the
financial results for the period in which they are resolved, we believe that the
ultimate  disposition  of  these  matters  will  not,  individually  or  in  the
aggregate,  have a material  adverse  effect upon our  business or  consolidated
financial position.

Lease guaranties:  In connection with the sale of restaurants to franchisees and
other parties, we have, in certain cases,  remained  contingently liable for the
remaining  lease  payments.  As of June 30, 2002, the aggregate  amount of these
lease payments totaled approximately $26,600,000. The buyers have indemnified us
from any losses related to these guaranties.

Severance  agreements:  We have severance and employment agreements with certain
officers  providing for severance  payments to be made in the event the employee
resigns or is terminated  related to a change in control.  The agreements define
the  circumstances  which will constitute a change in control.  If the severance
payments had been due as of June 30, 2002,  we would have been  required to make
payments totaling approximately  $7,700,000.  In addition, we have severance and
employment  agreements with certain officers which contain severance  provisions
not  related  to a change in  control.  Those  provisions  would  have  required
aggregate  payments  of  approximately  $4,900,000  if such  officers  had  been
terminated as of June 30, 2002.


                                       8
<PAGE>

3.  Earnings Per Share

We compute  basic  earnings  per share by dividing  income  available  to common
shareholders by the weighted average number of common shares outstanding for the
reporting  period.  Diluted  earnings per share reflects the potential  dilution
that could occur if holders of options or other  contracts to issue common stock
exercised or converted  their  holdings  into common  stock.  Outstanding  stock
options and  equity-based  compensation  represent the only dilutive  effects on
weighted average shares. The chart below presents a reconciliation between basic
and diluted  weighted  average shares  outstanding and the related  earnings per
share.  All amounts in the chart,  except per share  amounts,  are  expressed in
thousands.

<TABLE>
<CAPTION>

                                                               13 Weeks Ended                  26 Weeks Ended
                                                       ------------------------------- -------------------------------
                                                          June 30,        July 1,         June 30,        July 1,
                                                            2002            2001            2002            2001
                                                       --------------- --------------- --------------- ---------------

<S>                                                     <C>             <C>             <C>             <C>
Net earnings.........................................    $  21,465       $  17,796       $  41,740       $  34,577
                                                       =============== =============== =============== ===============

Basic weighted average shares outstanding............       55,872          55,370          55,874          55,522
Dilutive effect of stock options and
  performance shares.................................        1,502           1,438           1,478           1,139
                                                       --------------- --------------- --------------- ---------------
Diluted weighted average shares outstanding..........       57,374          56,808          57,352          56,661
                                                       =============== =============== =============== ===============

Basic net earnings per common share..................    $    0.38       $    0.32       $    0.75       $    0.62
                                                       =============== =============== =============== ===============
Diluted net earnings per common share................    $    0.37       $    0.31       $    0.73       $    0.61
                                                       =============== =============== =============== ===============
</TABLE>

4.  Stock Split

On May 9, 2002, we declared a three-for-two stock split, effected in the form of
a 50% stock dividend, to shareholders of record on May 24, 2002, payable on June
11, 2002. We issued approximately  24,100,000 shares of common stock as a result
of the stock split. All references to the number of shares and per share amounts
of  common  stock  have been  restated  to  reflect  the  stock  split.  We have
reclassified  an amount equal to the par value of the number of shares issued to
common stock from retained earnings.

5.  Goodwill

We adopted  Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  142,
"Goodwill and Other Intangible  Assets",  effective  December 31, 2001. SFAS No.
142  requires  that an  intangible  asset that is  acquired  shall be  initially
recognized  and measured  based on its fair value.  This Statement also provides
that  goodwill  should  not be  amortized,  but shall be tested  for  impairment
annually,  or more frequently if circumstances  indicate  potential  impairment,
through a comparison of fair value to its carrying amount.  In the first quarter
of fiscal 2002,  we completed the first step of the required  two-step  goodwill
impairment  testing and ceased  amortization of goodwill.  The first step of the
impairment  test required us to compare the fair value of each reporting unit to
its  carrying  value  to  determine  whether  there  was an  indication  that an
impairment existed. If there had been an indication of impairment, we would have
allocated the fair value of the reporting unit to its assets and  liabilities as
if the reporting unit had been acquired in a business combination. No impairment
losses were recorded upon the initial adoption of SFAS No. 142.

                                       9
<PAGE>


The effect of the adoption of SFAS No. 142 on net income and earnings per share
is as follows (in thousands, except per share amounts):
<TABLE>
<CAPTION>

                                                                13 Weeks Ended                    26 Weeks Ended
                                                       --------------------------------  --------------------------------
                                                           June 30,         July 1,         June 30,         July 1,
                                                             2002            2001            2002            2001
                                                       ---------------- ---------------  --------------- ----------------

<S>                                                     <C>              <C>              <C>             <C>
   Net earnings, as reported...........................  $   21,465       $   17,796       $   41,740      $   34,577

   Goodwill amortization (net of income taxes).........         --               838              --            1,675
                                                       ---------------- ---------------  --------------- ----------------
   Net earnings, as adjusted...........................      21,465           18,634           41,740          36,252
                                                       ================ ===============  =============== ================

   Basic net earnings per common share,
       as reported.....................................  $     0.38       $     0.32       $     0.75      $     0.62
   Goodwill amortization (net of income taxes).........         --              0.02              --             0.03
                                                       ---------------- ---------------  --------------- ----------------
   Basic net earnings per common share,
       as adjusted.....................................  $     0.38       $     0.34       $     0.75      $     0.65
                                                       ================ ===============  =============== ================

   Diluted net earnings per common share,
       as reported.....................................  $     0.37       $     0.31       $     0.73      $     0.61
   Goodwill amortization (net of income taxes).........         --              0.02              --             0.03
                                                       ---------------- ---------------  --------------- ----------------
   Diluted net earnings per common share,
       as adjusted.....................................  $     0.37       $     0.33       $     0.73      $     0.64
                                                       ================ ===============  =============== ================

</TABLE>

Intangible  assets  subject to  amortization  pursuant  to SFAS No. 142  consist
primarily  of  franchise  interest  and  rights  and are  summarized  below  (in
thousands):

<TABLE>
<CAPTION>

                                          June 30,            December 30,
                                            2002                  2001
                                      ------------------    ------------------
<S>                                              <C>                   <C>
Gross carrying amount                            $6,371                $6,371
Accumulated amortization                          4,737                 4,571
                                      ------------------    ------------------
Net                                              $1,634                $1,800
                                      ==================    ==================
</TABLE>

We expect annual  amortization  expense for all  intangible  assets for the next
five fiscal years to range from approximately $280,000 to $380,000.

6.  New Accounting Pronouncement

In October 2001, the Financial  Accounting  Standards Board issued SFAS No. 144,
"Accounting for the Impairment of Long-Lived Assets",  which supersedes SFAS No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to be Disposed Of" and the accounting and reporting provisions of APB No.
30,  "Reporting the Results of Operations - Reporting the Effects of Disposal of
a Segment of a Business,  and Extraordinary,  Unusual and Infrequently Occurring
Events and  Transactions."  SFAS No. 144 retains many of the  provisions of SFAS
No. 121,  but  addresses  certain  implementation  issues  associated  with that
Statement.  We adopted SFAS No. 144 effective December 31, 2001. The adoption of
SFAS No.  144 did not  have a  material  impact  on our  consolidated  financial
statements.

                                       10
<PAGE>


7.  Subsequent Event

On July 16, 2002, we reached an agreement with an existing franchisee to acquire
the assets of 21 Applebee's restaurants located in the Washington, D.C. area for
$32.8 million in cash,  subject to  adjustment.  The agreement also provides for
additional  payments  if  the  restaurants  achieve  cash  flows  in  excess  of
historical  levels.  As a condition of this  agreement,  the franchisee  filed a
voluntary  Chapter 11 petition for  bankruptcy  protection  in the United States
Bankruptcy  Court for the Southern  District of Florida.  The sale is subject to
normal bankruptcy court bidding  procedures,  obtaining  operating  licenses and
other third-party consents.   On July 30, 2002, the bankruptcy court established
the procedures to control the bidding and sale process for the  restaurants  and
confirmed  September 13th as the date for the final sale  approval  hearing.  If
bankruptcy  approval is received,  we anticipate closing on this purchase during
the fourth quarter of 2002.


                                       11
<PAGE>


Item 2.       Management's Discussion  and Analysis  of Financial  Condition and
              Results of Operations

General

Our revenues are generated from two primary sources:

o   Company restaurant sales (food and beverage sales)
o   Franchise income

Franchise  income consists of franchise  restaurant  royalties  (generally 4% of
each  franchise  restaurant's  monthly  gross sales) and  franchise  fees (which
typically  range from $30,000 to $35,000 for each restaurant  opened).  Beverage
sales include sales of alcoholic  beverages,  while non-alcoholic  beverages are
included in food sales.

Certain expenses relate only to company operated restaurants. These include:

o Food and beverage costs
o Labor costs
o Direct and occupancy costs
o Pre-opening expenses

Other expenses,  such as general and administrative  and amortization  expenses,
relate to both company operated restaurants and franchise operations.

We operate on a 52 or 53 week fiscal year ending on the last Sunday in December.
Our fiscal quarters ended June 30, 2002 and July 1, 2001 each contained 13 weeks
and are  referred to hereafter  as the "2002  quarter"  and the "2001  quarter",
respectively.  Our 26 week  periods  ended  June 30,  2002 and July 1,  2001 are
referred  to  hereafter  as  the  "2002  year-to-date   period"  and  the  "2001
year-to-date period," respectively.

Application of Critical Accounting Policies

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  is based  upon our  consolidated  financial  statements,  which were
prepared in accordance  with  accounting  principles  generally  accepted in the
United  States of America.  These  principles  require us to make  estimates and
assumptions  that  affect the  reported  amounts in the  consolidated  financial
statements  and notes thereto.  Actual results may differ from these  estimates,
and such differences may be material to the consolidated  financial  statements.
We  have  identified  the  following  accounting  policies  as  critical  to the
understanding  of  our  consolidated  financial  statements  (see  Note 2 of our
Consolidated  Financial  Statements  in our  Annual  Report on Form 10-K for the
fiscal year ended December 30, 2001 for a complete discussion of our significant
accounting policies).

Franchise  income:   Franchise  income  is  deferred  until  we  have  performed
substantially all of our obligations as franchisor. Franchise income consists of
franchise royalties and franchise fees. We recognize royalties on a franchisee's
sales in the period in which the sales occur.  We also  receive a franchise  fee
for each restaurant that a franchisee opens. This franchise fee is recognized as
income when the restaurant opens.

                                       12
<PAGE>


Property  and   equipment:   Property  and  equipment  are   depreciated   on  a
straight-line  basis over the estimated  useful lives of the assets.  The useful
lives  of  the  assets  are  based  upon  management's  best  expectations.   We
periodically  review the assets for  changes in  circumstances  which may impact
their useful lives.

Impairment of long-lived  assets: We periodically  review property and equipment
for  impairment  using  historical  cash flows as well as current  estimates  of
future cash flows and/or appraisals. This assessment process requires the use of
estimates  and  assumptions  which  are  subject  to  a  significant  degree  of
judgement.  In addition,  we periodically  assess the recoverability of goodwill
and other intangible assets, which requires us to make assumptions regarding the
future cash flows and other  factors to determine  the fair value of the assets.
If  these  assumptions  change  in the  future,  we may be  required  to  record
impairment charges for these assets.

Legal and  insurance  reserves:  We are  periodically  involved in various legal
actions arising in the normal course of business.  We are required to assess the
probability  of any adverse  judgements as well as the  potential  ranges of any
losses.  We determine the required  accruals after a careful review of the facts
of  each  legal  action.  Our  accruals  may  change  in the  future  due to new
developments in these matters.

We use  estimates  in the  determination  of the  required  accruals for general
liability, workers' compensation and health insurance. These estimates are based
upon a third party's  detailed  examination  of historical  and industry  claims
experience.  These  estimates  may change in the  future  and may  require us to
revise these accruals.

Employee  incentive  compensation  plans:  We have  various  long-term  employee
incentive compensation plans which require us to make estimates to determine our
liability.  If  performance  against the  criteria  in each plan  changes in the
future, we will be required to adjust our liability accordingly.

Receivables:   We  continually   assess  the  collectibility  of  our  franchise
receivables  based on several  factors,  using  estimates  based  upon  specific
information  available to us at the time. The allowance for bad debts may change
in the future due to new developments.

We periodically  reassess our  assumptions  and judgements and make  adjustments
when significant facts and circumstances  dictate.  A change in any of the above
estimates could impact our  consolidated  statements of earnings and the related
asset or liability recorded in the consolidated balance sheets would be adjusted
accordingly.  Historically,  actual results have not been  materially  different
than the estimates that are described above.



                                       13
<PAGE>


Results of Operations

The  following  table  contains   information   derived  from  our  consolidated
statements of earnings  expressed as a percentage of total  operating  revenues,
except where otherwise noted. Percentages may not add due to rounding.

<TABLE>
<CAPTION>

                                                                     13 Weeks Ended            26 Weeks Ended
                                                                ------------------------- --------------------------
                                                                 June 30,      July 1,      June 30,      July 1,
                                                                   2002         2001          2002         2001
                                                                ------------ ------------  ------------ ------------
<S>                                                              <C>            <C>         <C>            <C>
Revenues:
     Company restaurant sales................................       87.5%        87.2%         87.8%        87.5%
     Franchise income........................................       12.5         12.8          12.2         12.5
                                                                ------------ ------------  ------------ ------------
        Total operating revenues.............................      100.0%       100.0%        100.0%       100.0%
                                                                ============ ============  ============ ============
Cost of sales (as a percentage of company restaurant sales):
     Food and beverage.......................................       26.3%        26.9%         26.7%        27.0%
     Labor...................................................       32.9         31.8          32.9         31.8
     Direct and occupancy....................................       24.8         25.4          24.6         25.4
     Pre-opening expense.....................................        0.2          0.1           0.2          0.1
                                                                ------------ ------------  ------------ ------------
        Total cost of sales..................................       84.2%        84.2%         84.4%        84.3%
                                                                ============ ============  ============ ============

General and administrative expenses..........................        9.6%         9.7%          9.6%         9.6%
Amortization of intangible assets............................        --           0.8           --           0.8
Loss on disposition of restaurants and equipment.............        0.4          0.3           0.3          0.2
                                                                ------------ ------------  ------------ ------------
Operating earnings...........................................       16.4         15.8          16.2         15.7
                                                                ------------ ------------  ------------ ------------
Other income (expense):
     Investment income.......................................        0.2          0.2           0.2          0.2
     Interest expense........................................       (0.3)        (1.1)         (0.3)        (1.2)
     Other income............................................        0.2          0.2           0.1          0.1
                                                                ------------ ------------  ------------ ------------
        Total other income (expense).........................        0.2         (0.7)        --            (0.9)
                                                                ------------ ------------  ------------ ------------
Earnings before income taxes.................................       16.5         15.1          16.3         14.9
Income taxes.................................................        6.0          5.6           5.9          5.5
                                                                ------------ ------------  ------------ ------------
Net earnings.................................................       10.5%         9.6%         10.3%         9.4%
                                                                ============ ============  ============ ============

</TABLE>

                                       14
<PAGE>


The following table sets forth certain unaudited financial information and other
restaurant data relating to company and franchise restaurants, as reported to us
by franchisees:

<TABLE>
<CAPTION>

                                                                13 Weeks Ended                     26 Weeks Ended
                                                          ------------------------------  ------------------------------------
                                                            June 30,         July 1,          June 30,            July 1,
                                                              2002            2001              2002               2001
                                                          --------------  --------------  -----------------   ----------------
<S>                                                      <C>             <C>             <C>                  <C>
Number of restaurants:
     Company:
         Beginning of period...........................           314             287                310                285
         Restaurant openings...........................             4               2                  8                  4
                                                          --------------  --------------  -----------------   ----------------
         End of period.................................           318             289                318                289
                                                          --------------  --------------  -----------------   ----------------
     Franchise:
         Beginning of period...........................         1,090           1,012              1,082              1,001
         Restaurant openings...........................            15              24                 24                 36
         Restaurant closings...........................            (2)             (1)                (3)                (2)
                                                          --------------  --------------  -----------------   ----------------
         End of period.................................         1,103           1,035              1,103              1,035
                                                          --------------  --------------  -----------------   ----------------
     Total:
         Beginning of period...........................         1,404           1,299              1,392              1,286
         Restaurant openings...........................            19              26                 32                 40
         Restaurant closings...........................            (2)             (1)                (3)                (2)
                                                          --------------  --------------  -----------------   ----------------
         End of period.................................         1,421           1,324              1,421              1,324
                                                          ==============  ==============  =================   ================

Weighted average weekly sales per restaurant:
         Company.......................................   $    43,558     $    43,291     $       43,398       $     43,130
         Franchise.....................................   $    44,566     $    42,924     $       44,328       $     42,629
         Total.........................................   $    44,340     $    43,004     $       44,120       $     42,739
Change in comparable restaurant sales: (1)
         Company.......................................           1.4%            3.1%               1.5%               3.3%
         Franchise.....................................           3.7%            3.1%               3.9%               3.1%
         Total.........................................           3.2%            3.1%               3.3%               3.2%

Total system sales (in thousands)......................   $   812,707     $   732,491     $    1,607,772       $  1,445,440

</TABLE>



--------
(1) When computing comparable restaurant sales, restaurants open for at least 18
months are compared from period to period.



                                       15
<PAGE>


Company Restaurant Sales.  Total company restaurant sales increased  $16,858,000
(10%) from  $162,035,000 in the 2001 quarter to $178,893,000 in the 2002 quarter
and  increased  $31,688,000  (10%) from  $322,178,000  in the 2001  year-to-date
period to $353,866,000 in the 2002 year-to-date  period due primarily to company
restaurant openings and increases in comparable restaurant sales.

Comparable restaurant sales at company restaurants increased by 1.4% and 1.5% in
the  2002  quarter  and the 2002  year-to-date  period,  respectively.  Weighted
average weekly sales at company  restaurants  increased 0.6% from $43,291 in the
2001 quarter to $43,558 in the 2002 quarter and also increased 0.6% from $43,130
in the 2001  year-to-date  period to  $43,398 in the 2002  year-to-date  period.
These  increases  were due  primarily to an increase in the average  guest check
resulting from the company's food promotions.

Franchise  Income.  Overall  franchise  income  increased  $1,599,000  (7%) from
$23,885,000 in the 2001 quarter to $25,484,000 in the 2002 quarter and increased
$4,205,000 (9%) from $46,119,000 in the 2001 year-to-date  period to $50,324,000
in the 2002  year-to-date  period.  These  increases  were due  primarily to the
increased number of franchise Applebee's  restaurants  operating during the 2002
quarter and 2002  year-to-date  period and  increases in  comparable  restaurant
sales. Weighted average weekly sales at franchise restaurants increased 3.8% and
4.0% in the  2002  quarter  and  2002  year-to-date  period,  respectively,  and
franchise  comparable  restaurant  sales  increased  3.7%  and  3.9% in the 2002
quarter and 2002 year-to-date period, respectively.

Cost of Company  Restaurant  Sales. Food and beverage costs decreased from 26.9%
in the 2001  quarter  to 26.3% in the 2002  quarter  and from  27.0% in the 2001
year-to-date  period to 26.7% in the 2002 year-to-date  period. The decreases in
both the 2002 quarter and 2002  year-to-date  period were due to lower commodity
costs  relating to our food  promotions  and the benefit of certain supply chain
management initiatives implemented in 2001.

Labor  costs  increased  from  31.8%  in both  the  2001  quarter  and the  2001
year-to-date  period  to 32.9% in both the 2002  quarter  and 2002  year-to-date
period.  These  increases were due primarily to higher costs related to improved
management staffing levels, higher management incentive compensation relating to
a new restaurant management bonus program and higher insurance costs.

Direct and occupancy costs decreased from 25.4% in both the 2001 quarter and the
2001  year-to-date  period  to 24.8% in the 2002  quarter  and 24.6% in the 2002
year-to-date  period.  The decreases in both periods were due primarily to lower
utility  costs as well as a decrease in  advertising  costs,  as a percentage of
sales. The decrease in the 2002 quarter was partially offset by higher packaging
costs relating to our To Go initiative.

General  and  Administrative  Expenses.   General  and  administrative  expenses
decreased  from 9.7% in the 2001  quarter to 9.6% in the 2002  quarter  and were
9.6% in both the 2001  year-to-date  period  and the 2002  year-to-date  period.
General and  administrative  expenses were impacted in both the 2002 quarter and
2002  year-to-date  period by higher legal fees and expenses  related to certain
litigation  and  higher  incentive  compensation.   General  and  administrative
expenses were lower in both the 2002 quarter and 2002  year-to-date  period as a
result of costs incurred in 2001 associated with our purchasing supply chain and
strategic  brand   assessment   projects  and  the  absorption  of  general  and
administrative expenses over a larger revenue base.

                                       16
<PAGE>

Amortization of Intangible  Assets:  Amortization of intangible assets decreased
from $1,462,000 in the 2001 quarter to $52,000 in the 2002 quarter and decreased
from  $2,925,000  in the  2001  year-to  date  period  to  $190,000  in the 2002
year-to-date  period.  These  decreases were due to the  elimination of goodwill
amortization in accordance with SFAS No. 142.

Interest  Expense:  Interest expense  decreased in both the 2002 quarter and the
2002  year-to-date  period due  primarily  to a reduction in our debt levels and
lower interest rates in both periods.

Income Taxes.  The effective income tax rate, as a percentage of earnings before
income  taxes,   decreased  from  36.8%  in  both  the  2001  quarter  and  2001
year-to-date  period to 36.5% in both the 2002 quarter and the 2002 year-to-date
period.

Liquidity and Capital Resources

Our need for  capital  historically  has  resulted  from  the  construction  and
acquisition  of restaurants  and the  repurchase of our common  shares.  For the
foreseeable  future,  this should  continue to be the case. In the past, we have
obtained capital through public stock offerings, debt financing, and our ongoing
operations.  Income from our ongoing  operations  includes cash  generated  from
company and franchise operations, credit from trade suppliers, real estate lease
financing,  and landlord contributions to leasehold  improvements.  We have also
used our common stock as  consideration  in the acquisition of  restaurants.  In
addition,  we have  assumed debt or issued new debt in  connection  with certain
mergers and acquisitions.

Capital expenditures were $50,086,000 in fiscal year 2001 and $29,545,000 in the
2002  year-to-date   period.  We  currently  expect  to  open  approximately  25
restaurants, and capital expenditures are expected to be between $60,000,000 and
$65,000,000 in fiscal 2002, excluding the potential acquisition discussed below.
These  expenditures  will primarily be for the  development of new  restaurants,
refurbishment  and  capital  replacement  for  existing  restaurants,   and  the
enhancement of information systems including a new accounting and human resource
information  system.  Because we expect to continue to purchase a portion of our
sites, the amount of actual capital  expenditures  will be dependent upon, among
other things, the proportion of leased versus owned properties.  In addition, if
we open more  restaurants  than we currently  anticipate  or acquire  additional
restaurants, our capital requirements will increase accordingly.

On July 16, 2002, we reached an agreement with an existing franchisee to acquire
the assets of 21 Applebee's restaurants located in the Washington, D.C. area for
$32.8 million in cash,  subject to  adjustment.  The agreement also provides for
additional  payments  if  the  restaurants  achieve  cash  flows  in  excess  of
historical  levels.  As a condition of this  agreement,  the franchisee  filed a
voluntary  Chapter 11 petition for  bankruptcy  protection  in the United States
Bankruptcy  Court for the Southern  District of Florida.  The sale is subject to
normal bankruptcy court bidding  procedures,  obtaining  operating  licenses and
other third-party  consents.  On July 30, 2002, the bankruptcy court established
the procedures to control the bidding and sale process for the  restaurants  and
confirmed  September  13th as the date for the final sale approval  hearing.  If
bankruptcy  approval is received,  we anticipate closing on this purchase during
the fourth quarter of 2002.


                                       17
<PAGE>

Our bank credit  agreement  provides  for a  $150,000,000  three-year  unsecured
revolving credit facility,  of which $25,000,000 may be used for the issuance of
letters of credit. The facility is subject to various covenants and restrictions
which,  among other things,  require the maintenance of stipulated fixed charge,
leverage  and  indebtedness  to  capitalization  ratios,  as defined,  and limit
additional indebtedness and capital expenditures in excess of specified amounts.
Cash dividends are limited to $10,000,000  annually.  The facility is subject to
standard  other terms,  conditions,  covenants,  and fees.  We are  currently in
compliance with the covenants contained in our credit agreement.

In February  2001,  our Board of Directors  authorized  the  repurchase of up to
$55,000,000 of our common stock through 2001,  subject to market  conditions and
applicable  restrictions  imposed by our then-current  credit  agreement.  As of
December 30,  2001,  we had  $20,600,000  remaining  on this  authorization.  In
February 2002, our Board of Directors  extended the 2001  authorization  through
2002. During the 2002 year-to-date  period, we repurchased 375,000 shares of our
common stock at an average price of $22.20 for an aggregate  cost of $8,324,000.
In May 2002,  our Board of Directors  authorized  an  additional  repurchase  of
$75,000,000  of our common stock  through May 2005.  As of June 30, 2002, we had
$87,300,000 remaining under these authorizations.

As of June  30,  2002,  our  liquid  assets  totaled  $8,273,000.  These  assets
consisted  of  cash  and  cash  equivalents  in the  amount  of  $7,778,000  and
short-term  investments in the amount of $495,000.  The working  capital deficit
increased from $29,747,000 as of December 30, 2001 to $40,409,000 as of June 30,
2002. This increase was due primarily to decreases in cash and cash  equivalents
due to payments on long-term debt which were partially  offset by the redemption
of gift  certificates  in 2002  sold  in  2001.  As of  June  30,  2002,  we had
borrowings  of  $28,000,000   and  standby   letters  of  credit  of  $5,260,000
outstanding  under our $150,000,000  revolving  credit  facility.  We also had a
standby  letter  of credit  for  $827,000  outstanding  with  another  financial
institution.

We believe that our liquid assets and cash generated from  operations,  combined
with borrowings  available under our credit facilities,  will provide sufficient
funds for our  operating,  capital and other  requirements  for the  foreseeable
future.

The  following  table  shows our bank debt  amortization  schedule,  our  future
capital lease  commitments and our future operating lease commitments as of June
30, 2002:
<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------
                      Financial Commitments (in thousands)
----------------------------------------------------------------------------------------------------------------
                                    2002          2003         2004         2005         2006       Thereafter
                                 ------------  ------------ ------------ ------------ ------------ -------------
<S>                              <C>           <C>          <C>         <C>          <C>          <C>
Bank Debt.....................    $      --     $      --    $   28,000  $     --     $      --     $       --
Capital Lease Obligations.....    $      351    $      715   $      741  $      767   $      794    $    7,536
Operating Leases..............    $   11,112    $   14,470   $   13,537  $   12,856   $   12,290    $  109,377

</TABLE>

Financial  commitments  for  2002  include  only  payments  to be  made  for the
remaining 26 weeks of fiscal  2002.  In addition,  we have lease  guarantees  of
approximately  $26,600,000  as of June 30, 2002 (see Note 2 to our  Consolidated
Financial Statements).

Inflation

Substantial  increases in costs and expenses could impact our operating  results
to the extent such increases cannot be passed along to customers. In particular,
increases  in  food,  supplies,  labor  and  operating  expenses  could  have  a
significant  impact on our operating  results.  We do not believe that inflation
has materially affected our operating results during the past three years.

                                       18
<PAGE>

A majority of our  employees  are paid hourly rates related to federal and state
minimum  wage laws and  various  laws that allow for  credits to that wage.  The
Federal  government  continues  to consider  an  increase  in the minimum  wage.
Several  state  governments  have  increased  the  minimum  wage and other state
governments are also discussing an increased  minimum wage. In the past, we have
been able to pass along cost  increases to  customers  through food and beverage
price  increases,  and  we  will  attempt  to do so in  the  future.  We  cannot
guarantee,  however,  that all future cost  increases  can be  reflected  in our
prices or that increased  prices will be absorbed by customers  without at least
somewhat diminishing customer spending in our restaurants.

New Accounting Pronouncement

In October 2001, the Financial  Accounting  Standards Board issued SFAS No. 144,
"Accounting for the Impairment of Long-Lived Assets",  which supersedes SFAS No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to be Disposed Of" and the accounting and reporting provisions of APB No.
30,  "Reporting the Results of Operations - Reporting the Effects of Disposal of
a Segment of a Business,  and Extraordinary,  Unusual and Infrequently Occurring
Events and  Transactions."  SFAS No. 144 retains many of the  provisions of SFAS
No. 121,  but  addresses  certain  implementation  issues  associated  with that
Statement.  We adopted SFAS No. 144 effective December 31, 2001. The adoption of
SFAS No.  144 did not  have a  material  impact  on our  consolidated  financial
statements.

Forward-Looking Statements

The  statements  contained  in the  "Management's  Discussion  and  Analysis  of
Financial  Condition and Results of  Operations"  section  regarding  restaurant
development,  costs and expenses, capital expenditures and financial commitments
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.  These  risks  include  but are not  limited  to the impact of
intense  competition in the casual dining segment of the restaurant industry and
our ability to control  restaurant  operating costs which are impacted by market
changes, minimum wage and other employment laws, food costs and inflation. For a
more  detailed  discussion  of the  principal  factors  that could cause  actual
results to be materially  different,  you should read our current report on Form
8-K which we filed with the Securities and Exchange Commission on July 16, 2002.
We disclaim any obligation to update forward-looking statements.

Item 3.       Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risk from fluctuations in interest rates and changes in
commodity  prices.  Our revolving  credit  facility bears interest at either the
bank's prime rate or LIBOR plus 1.0%,  at our option.  As of June 30, 2002,  the
total amount of debt subject to interest rate fluctuations was $28,000,000 which
was outstanding on our revolving credit facility.  A 1% change in interest rates
would  result in an increase or  decrease  in interest  expense of $280,000  per
year.  We may from time to time  enter into  interest  rate swap  agreements  to
manage the impact of interest rate changes on our earnings.


                                       19

<PAGE>


                           PART II. OTHER INFORMATION

Item 1.     Legal Proceedings

We are  involved  in various  legal  actions  arising  in the  normal  course of
business. These matters include, without limitation,  such matters as employment
law related  claims and disputes with two  international  franchisees  regarding
disclosures we allegedly made or omitted.  In each instance,  we believe that we
have  meritorious  defenses  to the  allegations  made  and  we  are  vigorously
defending these claims.

While the  resolution of the matters  described  above may have an impact on the
financial results for the period in which they are resolved, we believe that the
ultimate  disposition  of  these  matters  will  not,  individually  or  in  the
aggregate,  have a material  adverse  effect upon our  business or  consolidated
financial position.

Item 4.     Submission of Matters to a Vote of Security Holders

Our Annual Meeting of Stockholders was held on May 9, 2002. The Stockholders
voted on the following matters:


   Proposal I.     Elect Erline  Belton,  Eric L. Hansen  and Mark S.  Hansen as
                   directors to serve a three-year term expiring in 2005.
   Proposal II.    Approve an amendment to  the Applebee's  International,  Inc.
                   Employee Stock Purchase Plan.
   Proposal III.   Ratify  Deloitte &  Touche  LLP as  our independent  auditors
                   for the 2002 fiscal year.

The results of the voting were as follows:

<TABLE>
<CAPTION>

                             Affirmative               Negative                                         Broker
      Proposal                  Votes                    Votes                 Abstentions             Non-Votes
----------------------     -----------------      --------------------     --------------------    ------------------
<S>                          <C>                        <C>                         <C>                        <C>
I (Erline Belton)             33,416,528                    89,123                     --                        --
I (Eric Hansen)               33,416,528                    89,123                     --                        --
I (Mark Hansen)               33,416,528                    89,123                     --                        --
II                            33,075,794                   372,435                   57,421                       1
III                           32,428,125                 1,051,177                   25,899                     450

</TABLE>

Each  Proposal  received the required  affirmative  votes and was  affirmatively
adopted by the Stockholders.


                                       20
<PAGE>


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.



                                       21


<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)


                                       22
<PAGE>


                         APPLEBEE'S INTERNATIONAL, INC.
                                  EXHIBIT INDEX



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


   10.1       Amendment to Employee Stock Purchase Plan.







                                       23