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 23, 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
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         (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 4.02.     Non-Reliance  on  Previously  Issued  Financial  Statements  or a
               Related Audit Report or Completed Interim Review.

     The Company's  management  and its audit  committee  concluded on March 23,
2005 that certain of the  Company's  previously  issued  consolidated  financial
statements will be restated.  As a result of the  restatement,  the consolidated
financial  statements  included  in the  Company's  Annual  Report  on Form 10-K
("10-K") for the fiscal years ended December 28, 2003 and December 29, 2002, and
those in the  Company's  Quarterly  Reports on Form 10-Q for the quarters  ended
March 28,  2004,  June 27, 2004 and  September  26,  2004,  and the  preliminary
unaudited  financial  results  included in the Company's press release issued on
February 9, 2005 should no longer be relied upon.

     The Company had previously announced that, like many other companies in the
restaurant, retail and other industries, it had determined that it would correct
its accounting  treatment for leases.  Historically,  when accounting for leases
with renewal options, the Company recorded rent expense on a straight-line basis
over the initial non-cancelable lease term, with the term commencing when actual
rent payments began.  The Company  depreciated  leasehold  improvements on those
properties over a maximum period of 20 years which, in certain cases, would have
included a portion of the renewal option periods.

     The primary result of this correction will be to accelerate the recognition
of rent expense  under certain  leases that include  fixed-rent  escalations  by
revising the computation of straight-line rent expense to include certain option
periods,  where  failure to exercise  such  options  would result in an economic
penalty such that the renewal appears reasonably assured. The lease term will be
deemed to commence on the date when the Company  becomes  legally  obligated for
the rent  payments.  In connection  with the  restatement  for lease  accounting
matters,  the  Company  will  also  correct  for  other  previously   identified
immaterial errors in its financial statements, primarily related to vacation and
workers  compensation  expense.  These corrections will not affect the Company's
previously  reported or future cash flows,  sales,  the timing of payments under
the related leases, or compliance with any debt covenants.

     In establishing its accounting policy for  straight-line  rent allocated to
the construction  period included in the lease term, the Company determined such
rent should be recognized as a cost of  construction  of leasehold  improvements
and capitalized.  As a result of adopting this policy,  the Company  anticipates
that the impact of lease  accounting  matters will reduce  diluted  earnings per
share by less than $0.01 in fiscal year 2005.

     The Company's  10-K for the fiscal year ended December 26, 2004 to be filed
with the SEC will include  disclosure of the effects of the  adjustments  on the
financial  statements of each of the periods  included in the audited  financial
statements  for the fiscal  years ended  December 28, 2003 and December 29, 2002
and on the unaudited  quarterly  results of operations  for fiscal year 2004 and
fiscal year 2003.


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<PAGE>

     The  restatement  adjustments  will increase net earnings by  approximately
$1,300,000 ($0.02 per share) and $800,000 ($0.01 per share) for the fiscal years
ended December 26, 2004 and December 28, 2003,  respectively,  and will decrease
net earnings by approximately  $2,500,000  ($0.03 per share) for the fiscal year
ended December 29, 2002. The cumulative effect of these restatement  adjustments
is a  reduction  to  retained  earnings of  approximately  $4,900,000  as of the
beginning of fiscal year 2002.

     Although the company does not believe  these errors  resulted in a material
misstatement of the company's  consolidated  financial statements for any annual
or interim period previously reported, the effects of correcting these errors in
the fourth quarter of 2004 would have been material to that period. Management's
Report on  Internal  Controls  over  Financial  Reporting  to be included in the
Company's  10-K will contain an  assessment  by  management  that the  Company's
internal control over financial reporting was effective as of December 26, 2004.

     The  Company  previously  announced  that it had filed Form 12b-25 with the
SEC. If a completed  10-K is filed  within 15 days after  filing a Form  12b-25,
then the 10-K is deemed timely filed.  However,  because of the additional  work
necessary to implement the  construction  period lease  accounting  policy,  the
Company does not expect that it will be able to file its 10-K by March 28, 2005.
Therefore,  notwithstanding  the Form 12b-25 filing, the Company expects it will
be late  filing its 10-K,  but  expects to be able to file its 10-K by March 31,
2005.

     The Company's  management  and audit  committee  have discussed the matters
disclosed in this Form 8-K with Deloitte & Touche LLP its independent registered
public  accounting  firm.  The  Company's  press  release  dated  March 28, 2005
concerning these matters is attached as Exhibit 99.1 hereto.





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<PAGE>


Item 9.01.     Financial Statements and Exhibits

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

               99.1             Press Release dated March 28, 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 28, 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
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  99.1       Press Release dated March 28, 2005







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