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

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of report (Date of earliest
event reported)                        March 1, 2005
                                 -----------------------------------------------

                         APPLEBEE'S INTERNATIONAL, INC.
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             (Exact Name of Registrant as Specified in Its Charter)


           DELAWARE                   000-17962                43-1461763
------------------------------     ----------------     ------------------------
 (State or other jurisdiction        (Commission            (IRS Employer
       of incorporation)             File Number)         Identification No.)


   4551 W. 107th Street, Overland Park, Kansas                    66207
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    (Address of principal executive offices)                    (Zip Code)



                                 (913) 967-4000
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              (Registrant's telephone number, including area code)


                                      None
--------------------------------------------------------------------------------
         (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 5.03.        Amendments to Articles of Incorporation  or Bylaws;  Change in
                  Fiscal Year.

                   (a) On March 1, 2005,  the Board of  Directors of the Company
         approved an amendment  to Article  III,  Section 1 of the Bylaws of the
         Company,  effective  immediately,  increasing  the possible size of the
         Board of Directors.  Previously, the Bylaws provided that the number of
         members  of the  Board of  Directors  would be not less than 9 nor more
         than 11,  with the  exact  number  set by  resolution  of the  Board of
         Directors.  After the amendment, the Bylaws provide that this number is
         no  less  than 9 nor  more  than  13,  with  the  exact  number  set by
         resolution  of  the  Board  of  Directors.  The  complete  text  of the
         amendment is included as Exhibit 3.1 hereto and is incorporated  herein
         by reference.

Item 9.01.        Financial Statements and Exhibits

(c)      Exhibits.  The following exhibit is filed herewith:

                  3.1    Amendment to Bylaws of the Company dated March 1, 2005.





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<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:  March 4, 2005

                                     APPLEBEE'S INTERNATIONAL, INC.


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



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<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number                                   Description
--------     -------------------------------------------------------------------
3.1          Amendment to Bylaws of the Company dated March 1, 2005





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