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)                              August 25, 2006
                                 -----------------------------------------------

                         APPLEBEE'S INTERNATIONAL, INC.
--------------------------------------------------------------------------------
             (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
--------------------------------------------------------------------------------
    (Address of principal executive offices)                    (Zip Code)



                                 (913) 967-4000
--------------------------------------------------------------------------------
              (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.

     (a)  In   connection   with  Mr.  Lloyd  Hill  retiring  and  becoming  the
non-executive  Chairman of the Board as  described  under Item 5.02  below,  the
Executive  Compensation  Committee  of  Applebee's   International,   Inc.  (the
"Company")  authorized the following  non-employee director compensation for Mr.
Hill: annual cash compensation of $292,500; personal use of the Company airplane
in the amount of $45,000,  computed  using the  incremental  cost method or such
other method as may be mandated;  $2,500 cash allowance for an annual  physical;
and  approximately 10 hours a week of administrative  assistance.  Mr. Hill will
not receive any other compensation for his services to the Company.

     The Executive  Compensation  Committee  also approved a new Personal Use of
Corporate Aircraft  Non-Executive Chairman policy. This policy provides that the
Non-Executive  Chairman may use the Company  aircraft at the sole  discretion of
the Executive  Compensation  Committee.  The Committee  annually will review and
determine  the allowed  amount of personal  use.  The initial  amount is $45,000
computed  using  the  incremental  cost  method or such  other  method as may be
mandated.  Actual  use less  than or in  excess  of this  will be paid or offset
against the Non-Executive Chairman's cash compensation. All non-aircraft related
expenses  associated  with  personal  use  must  be  paid  by the  Non-Executive
Chairman.  The policy is attached as Exhibit 10.1 hereto and incorporated herein
by reference.

     Upon the effective date of Mr. Hill's retirement, as set forth in Item 5.02
below, under the Company's Executive  Retirement Plan, Mr. Hill will receive (i)
continued  group health  coverage  under a plan  sponsored by the Company at Mr.
Hill's  expense,  (ii)  continued  vesting of options and  restricted  stock and
continued exercisability of options with respect to options and restricted stock
issued after January 1, 2004,  (iii) payment of a prorated bonus for the year of
retirement,   (iv)  the  right  to  elect  an  extended   payout  for   deferred
compensation,  and  (v)  continued  participation  in  certain  benefits  of the
Company's  perquisites  plan for  officers.  In  exchange,  Mr. Hill will sign a
release of claims and agree not to compete with the Company or solicit employees
during the time he receives  retirement  benefits  and for one year  thereafter.
Violation of this  noncompetition  and  nonsolicitation  agreement would end all
vesting of options  and  restricted  stock and  terminate  all other  retirement
benefits.

     (b) In connection with naming Mr. Dave Goebel as Chief Executive Officer of
the  Company,  as  described  in Item 5.02  below,  the  Executive  Compensation
Committee  approved the following  changes to Mr.  Goebel's  compensation:  base
salary will be increased  from $550,000 to $650,000;  cash bonus  potential will
increase from 100% to 105%; the annual stock  appreciation  rights to be granted
will increase from 139,000 to 256,500 shares; and the annual restricted stock to
be granted will increase from 23,500 to 43,500  shares.  The stock  appreciation
rights and restricted stock are granted in equal quarterly installments.

     (c) On August 25, 2006, the Executive Compensation Committee of the Company
approved a new  Severance  Plan for  Officers of the  Company,  effective  as of
September 1, 2006 (the  "Severance  Plan").  The  Severance  Plan is intended to
provide  severance  benefits to employees of the Company who are  classified  as
Officers at the time of their termination of employment.
<PAGE>

     The Severance  Plan provides for payment of severance  benefits to Officers
whose employment was terminated  involuntarily  by the Company,  as described in
the Severance Plan, including a reduction of the work force, a reorganization or
restructuring, or changes in operating requirements.

     Benefits under the Severance Plan include (1) continued  salary at the same
rate as in effect  immediately  prior to  termination  for fifty-two  weeks (the
"Salary Continuation"),  (2) payment by the Company of fifty percent of the cost
of continued group health benefits  coverage for the period of time that benefit
is available under the severance plan for the lowest paid salaried  employees or
until the Officer  becomes  employed by another  employer or  re-employed by the
Company,  whichever  occurs first, and (3) beginning the month following the end
of the payment by the Company of the cost of  continued  group  health  benefits
coverage  and  ending  upon the  earlier  of  employment  of the  Officer by any
employer  or the end of  Salary  Continuation,  receipt  of an  additional  cash
benefit  equal to fifty  percent of the monthly cost of  continued  group health
benefits  coverage plus a tax gross up based on assumed tax rates  regardless of
whether the Officer elects  continuation of group health benefits  coverage upon
termination of employment.

     An Officer will not receive any benefits  after December 31st of the second
calendar year  following the calendar year in which the  termination  occurs nor
will such  benefits  exceed two times the lesser of: (1) the Officer's W-2 wages
for  the  calendar  year  preceding  the  calendar  year  in  which  his  or her
termination  occurred;  or (2) the maximum amount that may be taken into account
under a qualified  retirement  plan  pursuant to Internal  Revenue  Code Section
401(a)(17) ($220,000 for 2006) for the year in which the termination occurred.

     The Salary  Continuation  will be reduced by any benefits  from the Company
due to termination  of employment  other than those provided under the Severance
Plan,  and by any amount from any  subsequent  employer  received by the Officer
during the time the Officer is receiving benefits under the Severance Plan.

     The  foregoing  description  of the  Severance  Plan does not purport to be
complete and is qualified  in its entirety by reference to the  Severance  Plan,
which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

Item 5.02.  Departure of Directors or Principal Officers;  Election of
            Directors; Appointment of Principal Officers.

     On August 25, 2006, Mr. Lloyd Hill retired as Chief Executive  Officer with
the  Company,  effective  September  5, 2006.  He will  continue to serve as the
non-executive Chairman of the Board.

     Also on August 25, 2006,  the Board of  Directors of the Company  named Mr.
Dave Goebel,  currently  President and Chief Operating Officer, as the Company's
new Chief Executive Officer, effective September 5, 2006. Mr. Goebel will remain
as President but no longer have the title Chief Operating Officer.

     Mr. Goebel, 56, was employed by the Company in February 2001 as Senior Vice
President of Franchise  Operations and was promoted to the position of Executive
Vice President of Operations in December 2002. In January 2004, Mr. Goebel was


<PAGE>

promoted  to  Chief  Operating  Officer.  In  January  2005  he was  also  named
President.  In January 2006,  Mr. Goebel was named to the Board of Directors and
he assumed additional  responsibilities including serving as principal executive
officer.  Prior to joining the Company,  Mr. Goebel headed a management  company
that provided  consulting and strategic  planning services to various businesses
from April 1998 to February  2001.  Prior to 1998, he was a franchise  principal
with an early  developer  group  of the  Boston  Market  concept.  Mr.  Goebel's
business  experience  also  includes  positions  as Vice  President  of Business
Development for Rent-a-Center (a subsidiary of Thorn, EMI) and Vice President of
Operations for Ground Round restaurants.

     Mr. Goebel and the Company  previously entered into a three year Employment
Agreement effective January 9, 2006. See the Company's Form 8-K filed January 9,
2006 for a description of the Employment Agreement.  A description of changes to
Mr. Goebel's  compensation in connection  with his new  responsibilities  is set
forth in Item 1.01, above and is incorporated into this Item 5.02 by reference.

     The Company's  press release  regarding these matters is attached hereto as
Exhibit 99.1 and incorporated herein by reference.

Item 5.03  Amendment to Articles of  Incorporation  or Bylaws;  Change in Fiscal
           Year.

     Effective  August 25,  2006,  the Board of Directors  approved  Amended and
Restated Bylaws for the Company.  These Amended and Restated Bylaws incorporated
all  previous  amendments  and  updated and  revised a number of  provisions  to
reflect  current  practices  of the  Company  and the  board.  In  addition,  as
described below,  certain  substantive  changes were made to the manner in which
stockholders  may bring  matters  before a  stockholder  meeting,  including the
nomination  of directors  and certain  other  provisions  related to meetings of
stockholders and the board of directors.  The following  discussion is qualified
by reference  to the Amended and  Restated  Bylaws which are attached as Exhibit
3.1 hereto.

Article II - Meetings of Stockholders.

     1.   Sections  1  and  2  were  revised  to  eliminate  certain  historical
          references  which  are no  longer  necessary,  leaving  the  Board  of
          Directors  with the  flexibility  to set the  time,  date and place of
          meetings.

     2.   Section 2 was also amended to reference the ability under Delaware law
          to hold an annual meeting by remote communication. Sections 3, 4 and 5
          were amended to  acknowledge  the ability to provide  notice and stock
          lists through electronic means.

     3.   Section 5 was amended to allow the chief executive officer or chairman
          of the  board to call  special  meetings  of the  stockholders  and to
          eliminate the ability of the president  and of  stockholders  owning a
          majority of stock to request a special meeting.

     4.   Section 7 was added to  provide  an  advance  notice  requirement  for
          stockholders  to bring matters  before Company  stockholder  meetings.
          Under Article II, Section 7 of the Bylaws,  any stockholder  proposal,
          including,  without  limitation,  a notice of intention to nominate an
          individual  for  election  to the  Board,  must  be  delivered  to the
          corporate  secretary  of the  Company  not less than 120 days nor more

<PAGE>

          than 165 days prior to the date on which the Company  first mailed its
          proxy  materials for the prior year's annual meeting of  stockholders;
          provided  however,  that in the  event  that  the  date of the  annual
          meeting is advanced  by more than 30 days or delayed  (other than as a
          result of  adjournment)  by more than 30 days from the  anniversary of
          the previous  year's annual  meeting,  notice by the stockholder to be
          timely must be  delivered  not later than the close of business on the
          later of the 60th day prior to such  annual  meeting  or the tenth day
          following  the date on which public  announcement  of the date of such
          meeting  is first  made.  The  notice  must  contain  the  information
          specified in the Bylaws. Previously, the bylaws only required director
          nominations  to be provided  within a  specified  time.  The  previous
          director nomination provision has been combined with this provision so
          that all notice requirements are the same.

     5.   Section 9 has been amended to revise and clarify the stockholder  vote
          required.  All  proposals,  other than the election of directors,  are
          approved  if the votes cast in favor  exceed  the votes cast  against.
          Abstentions will no longer be counted as votes against a proposal.

     6.   Section 10 has been revised to acknowledge the ability of stockholders
          to deliver proxies in electronic form.

Article III - Directors.

     1.   As previously mentioned,  the director nomination provision in Section
          1 has been deleted and combined with the advance  notice  provision in
          Article II.

     2.   Section 2 has been  revised  to provide  that a  director  who fills a
          vacancy  will  serve  for the  remaining  portion  of the  term of the
          director whose place he is taking.  Previously,  this Section required
          that such  director  be brought  before the  stockholders  at the next
          annual meeting.

     3.   Sections  dealing with the time and place of board meetings and notice
          of meetings have been amended to provide more flexibility for the time
          of  meetings,  to delete  historical  references  to a meeting  of all
          directors  being fixed by a vote of  stockholders,  and to shorten the
          notice necessary to call special meetings.  A provision has been added
          to note that  committee  business is  conducted  in the same manner as
          board business.

Article IV - Notices.

     1.   The notice  provisions have been revised to acknowledge the ability to
          provide notice by electronic means and to clarify the ability to waive
          notice.
<PAGE>

Article V - Officers.

     1.   Section 4  regarding  compensation  of  officers  has been  revised to
          reflect the responsibilities of the Executive  Compensation  Committee
          to set compensation for executive officers.

     2.   Other provisions have been revised to provide that the chief executive
          officer  has the  same  powers  as the  president  of the  Company.  A
          specific  designation  for the chief  executive  officer has also been
          added.

     3.   Certain other  revisions have been made to combine and stream-line the
          specified duties of the officers of the Company.

Article VI - Certificates for Shares; Record Date; Registered Stockholders.

     1.   A  revision  was made to Section 1 to delete an  historical  reference
          regarding  uncertificated  stock.  Clarifications  were made as to the
          form of stock certificates.

Article VII - General Provisions.

     1.   The  previous  Section  3  regarding  the  presentation  of an  annual
          statement was deleted.

     2.   Section 6 has been added to acknowledge the use of electronic means to
          deliver written materials.

Item 9.01.  Financial Statements and Exhibits.

     (c)  EXHIBITS. The following exhibits are filed herewith:

          3.1   Amended and Restated Bylaws of Applebee's International, Inc.

          10.1  Personal Use of Corporate Aircraft Non-Executive Chairman

          10.2  Severance Plan for Officers.

          99.1  Press release of Applebee's International, Inc., dated
                August 28, 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:  August 29, 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
--------     -------------------------------------------------------------------
3.1          Amended and Restated Bylaws of Applebee's International, Inc.

10.1         Personal Use of Corporate Aircraft Non-Executive Chairman.

10.2         Severance Plan for Officers.

99.1         Press release of Applebee's International, Inc., dated
             August 28, 2006.