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 17, 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  17,  2006,  Applebee's  International,  Inc.  (the  "Company")
announced the  resignation  of John C.  Cywinski,  Executive  Vice President and
Chief Marketing Officer as of July 31, 2006 (the "Resignation Date").

         In  connection  with Mr.  Cywinski's  resignation,  the  Company and he
entered into a Separation Agreement, Release and Waiver (the "Agreement"). Under
the terms of the Agreement,  Mr. Cywinski will receive his normal salary through
the Resignation  Date and will be entitled to use any earned but unused vacation
prior to the Resignation Date. Subsequent to the Resignation Date, no additional
vacation will be paid and  eligibility to  participate  in any employee  benefit
plans will be governed by the terms and provisions of those plans.

         The  Agreement  provides for the following  separation  benefits if Mr.
Cywinski complies with the other terms of the Agreement:

1.       Mr.  Cywinski will be offered a Consulting  Agreement (the  "Consulting
         Agreement") in the form attached to the Agreement, pursuant to which he
         will consult with the Company for a period of  approximately  12 weeks,
         ending  October 20, 2006, in exchange for a consulting  fee equal to 12
         weeks  of  his  base  salary  as of the  date  of  the  Agreement,  and
         reimbursement of actual and reasonable expenses.

2.       Upon expiration of the Consulting  Agreement and receipt by the Company
         of a notice that he remains  unemployed,  Mr. Cywinski will be eligible
         to receive  separation  pay in an amount equal to his base salary minus
         normal withholdings and deductions for an additional period of 30 weeks
         or until he  becomes  employed,  whichever  occurs  first.  Failure  to
         provide notice of employment  will obligate him to repay any separation
         pay and COBRA premiums received after the date of employment.

3.       If Mr. Cywinski elects to continue health benefit  coverage under COBRA
         following the Resignation  Date, the Company will pay a portion of such
         COBRA  premiums so that his  portion of the premium is no greater  than
         his current employee premium.

4.       If on the  Resignation  Date, Mr.  Cywinski signs and does not revoke a
         Post-Resignation  Release  and  Waiver  in  the  form  attached  to the
         Agreement,  he will be eligible to receive a bonus, to be paid on March
         1, 2007 (or such other date that 2006  bonuses  are paid to officers of
         the  Company)  equal to but no greater  than 5/12 of his  current  2006
         bonus target.

         In exchange for the Agreement and  separation  benefits,  Mr.  Cywinski
agrees (1) to release the  Company  from any and all claims and causes of action
which he may have prior to the execution of the Agreement;  (2) not to disparage
the Company or its employees;  (3) protect all  confidential  information of the
Company from disclosure; (4) for a period of 12 months following the Resignation
Date,  not to compete  with the  Company in any manner  with  respect to certain
designated  restaurant  companies and casual dining concepts as set forth in the


<PAGE>

Agreement; and (5) not to employ, solicit or recruit any employee of the Company
for a period of 12 months following the Resignation Date.

         A breach  of any  provision  of the  Agreement  by Mr.  Cywinski  shall
entitle  the  Company to stop any  future  payments  and  recover  any  previous
separation  benefits paid. If Mr. Cywinski revokes the Agreement within the time
specified  in the  Agreement,  he will not be  entitled  to  receive  any of the
separation benefits and must repay any separation benefits already received.

         The Post-Resignation Release and Waiver to be signed on the Resignation
Date provides an additional  release of the Company from any claims Mr. Cywinski
may have prior to the execution of that release.

         The Consulting  Agreement,  which is attached to the Agreement and will
be offered to Mr.  Cywinski  upon  resignation,  provides  that he will  provide
services to the Company relating to marketing,  advertising, menu, guest traffic
and related  matters,  on an as needed basis. As compensation for these services
he will receive a total fee of $95,331, payable in equal bi-weekly installments.
He will also be reimbursed for all actual and reasonable expenses. The Agreement
will terminate on October 20, 2006.  The Consulting  Agreement also provides for
certain  indemnification  and  confidentiality  obligations of Mr. Cywinski with
respect to performance of his services for the Company.

         The foregoing  summary is qualified in its entirety by reference to the
Agreement,  which is attached as Exhibit 10.1 hereto and incorporated  herein by
reference.  The  Company's  press  release  announcing  the  resignation  of Mr.
Cywinski  is  attached  as  Exhibit  99.1  hereto  and  incorporated  herein  by
reference.

Item 9.01  Financial Statements and Exhibits.

         (d)      Exhibits

         10.1     Separation Agreement, Release and Waiver dated May 17, 2006.

         99.1     Press release dated May 17, 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 18, 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            Separation Agreement, Release and Waiver dated May 17, 2006

     99.1            Press release dated May 17, 2006