As filed with the Securities and Exchange Commission on May 20, 2004
                                                Registration No. 333-___________

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


                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933


                         APPLEBEE'S INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                            43-1461763
  (State or other jurisdiction                                (I.R.S. Employer
 of incorporation or organization)                           Identification No.)

                             4551 West 107th Street
                           Overland Park, Kansas 66207
          (Address, including zip code, of Principal Executive Offices)


                         APPLEBEE'S INTERNATIONAL, INC.
                   EXECUTIVE NONQUALIFIED STOCK PURCHASE PLAN
                           (Full titles of the plans)

                                  Lloyd L. Hill
                             Chief Executive Officer
                         Applebee's International, Inc.
                             4551 West 107th Street
                           Overland Park, Kansas 66207
                                 (913) 967-4000
            (Name, address and telephone number of agent for service)

                                    Copy to:
                               James M. Ash, Esq.
                       Blackwell Sanders Peper Martin LLP
                               Two Pershing Square
                          2300 Main Street, Suite 1000
                           Kansas City, Missouri 64108
                                 (816) 983-8000
<TABLE>
<CAPTION>
                                                  CALCULATION OF REGISTRATION FEE
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
                                                                     Proposed maximum   Proposed maximum
     Title of securities to be registered          Amount to be       offering price        aggregate           Amount of
                                                  registered (1)      per share (2)     offering price(2)   registration fee
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
<S>                                                  <C>                <C>             <C>                  <C>
Common Stock, par value $.01 per share                150,000            $ 37.315        $ 5,597,250.00       $  709.17
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
<FN>

(1) This  Registration  Statement  shall also be deemed to cover any  additional
shares of Common  Stock which may be issued  under the  Executive  Non-Qualified
Stock  Purchase Plan as the result of any future stock split,  stock dividend or
other anti-dilution provision.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule 457(h) under the Securities  Act of 1933. The maximum  offering
price  per  share is  based on the  average  of the high and low  prices  of the
Registrant's Common Stock as listed on the Nasdaq Stock Market on May 17, 2004.

</FN>
</TABLE>

<PAGE>



                                     Part I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The  documents   containing  the   information   about  the  Applebee's
International,  Inc.  Executive  Nonqualified  Stock  Purchase Plan (the "Plan")
specified  in Part I of Form S-8 will be sent or given to eligible  employees as
specified by Rule  428(b)(1)  promulgated  under the  Securities Act of 1933, as
amended.  Such  documents  and the documents  incorporated  by reference in this
Registration Statement pursuant to Item 3 of Part II, taken together, constitute
a prospectus that meets the  requirements of Section 10(a) of the Securities Act
of 1933,  as  amended.  All such  documents  will be dated and  maintained  in a
"prospectus  file" as  required by Rule  428(a) and will  contain the  following
legend in a conspicuous place as directed by Rule 428(b)(1):

         "This document (or specifically  designated  portions of this document)
constitutes (constitute) part of a prospectus covering securities that have been
registered under the Securities Act of 1933."

                                     Part II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed with the SEC by Applebee's International,
Inc. (the "Company") are incorporated in this Registration Statement on Form S-8
(the "Registration Statement") by reference:

         1.       The  Company's  Annual Report on Form 10-K and Form 10-K/A for
                  the fiscal year ended December 28, 2003;

         2.       The  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended March 28, 2004;

         3.       All other reports filed  pursuant to Section 13(a) or 15(d) of
                  the  Securities  Exchange  Act  of  1934,  as  amended,  since
                  December 28, 2003, except for information furnished under Form
                  8-K, which is not deemed filed and not incorporated  herein by
                  reference; and

         4.       The  description  of common stock  contained in the  Company's
                  Registration  Statement on Form 8-A  effective  September  27,
                  1989,  the  description  of the  rights to  purchase  Series A
                  Participating  Cumulative  Preferred  Stock  contained  in the
                  Company's  Registration  Statement on Form 8-A dated September
                  12,  1994,  and any  further  amendment  or  report  filed for
                  purpose of updating such descriptions.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as amended,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  hereunder  have been sold or which  deregisters  all of the
securities  offered then remaining  unsold,  shall be deemed to be  incorporated
herein  by  reference  and to be a part  hereof  from the date of filing of such
documents.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Rebecca R. Tilden,  Vice  President and General  Counsel of the Company
will issue an opinion as to the legality of the securities registered hereunder.

                                       2
<PAGE>

Item 6.  Indemnification of Directors and Officers

         The Company has entered into  indemnification  agreements  with certain
officers  and  directors  of the Company.  Under these  agreements,  the Company
agrees to hold  harmless and  indemnify  each  indemnitee  generally to the full
extent  permitted by Section 145 of the Delaware  General  Corporation  Law (the
"DGCL")  and  against  any  and all  liabilities,  expenses,  judgments,  fines,
penalties  and costs in  connection  with any  threatened,  pending or completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative to which the indemnitee is made a party by reason of the fact that
the  indemnitee has been, is at the time or becomes a director or officer of the
Company or any other entity at the request of the Company.  The  indemnity  does
not cover liability  arising out of fraudulent  acts,  deliberate  dishonesty or
willful  misconduct,  violations  of  certain  securities  laws,  or if a  court
determines that such indemnification is not lawful.

         Article   IX  of  the   Bylaws  of  the   Company   provides   for  the
indemnification of officers and directors of the Company generally to the extent
permitted  by Section 145 of the DGCL,  including  liability  arising  under the
securities  laws.  Article IX permits the Company to indemnify  certain persons,
including officers and directors, who are (or are threatened to be made) parties
to any threatened, pending or completed legal action (whether civil, criminal or
investigative)  for reason of their being  officers or directors.  The indemnity
may include expenses,  attorneys' fees, judgments, fines and reasonably incurred
costs of  settlement,  provided the officer and director acted in good faith and
in a manner he reasonably believed to be in or not opposed to the Company's best
interest and, in the case of criminal proceedings, he had no reasonable cause to
believe that his conduct was  illegal.  The Company may  indemnify  officers and
directors in derivative  actions (in which suit is brought by a  shareholder  on
behalf of the Company) under the same conditions, except that no indemnification
is  permitted  without  judicial  approval  if the officer or director is judged
liable  for  negligence  or  misconduct  in the  performance  of his duty to the
Company.  If the officer or director if successful on the merits or otherwise in
defense of any action referred to above,  the Company must indemnify him against
the expenses and attorneys' fees he actually and reasonably incurred.

         The Company has obtained liability  insurance coverage for its officers
and directors  with respect to actions  arising out of the  performance  of such
officer's or director's duty in his or her capacity as such.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         4.1      Shareholder Rights Plan contained in Rights Agreement dated as
                  of September 7, 1994, between Applebee's  International,  Inc.
                  and Chemical Bank, as Rights Agent  (incorporated by reference
                  to Exhibit 4.1 of the Registrant's  Annual Report on Form 10-K
                  for the fiscal year ended December 25, 1994).

         4.2      Amendment  dated  May 13,  1999  to  Shareholder  Rights  Plan
                  contained in Rights  Agreement  dated as of September 7, 1994,
                  between Applebee's  International,  Inc. and Chemical Bank, as
                  Rights Agent  (incorporated by reference to Exhibit 4.1 of the
                  Registrant's  Quarterly  Report  on Form  10-Q for the  fiscal
                  quarter ended June 27, 1999).

         4.3      Amendment  dated December 12, 2002 to Shareholder  Rights Plan
                  contained in Rights  Agreement  dated as of September 7, 1994,
                  between Applebee's  International,  Inc. and Chemical Bank, as
                  Rights Agent  (incorporated by reference to Exhibit 4.3 of the
                  Registrant's  Annual  Report on Form 10-K for the fiscal  year
                  ended December 29, 2002).

         4.4      Certificate of Adjustment of Shareholder Rights Plan contained
                  in Rights  Agreement  dated as of September  7, 1994,  between
                  Applebee's  International,  Inc. and Chemical  Bank, as Rights
                  Agent, as amended (incorporated by reference to Exhibit 4.1 of
                  the Registrant's  Quarterly Report on Form 10-Q for the fiscal
                  quarter ended September 29, 2002).


                                       3
<PAGE>

         4.5      Certificate  of the Voting Powers,  Designations,  Preferences
                  and Relative Participating,  Optional and Other Special Rights
                  and  Qualifications  of  Series  A  Participating   Cumulative
                  Preferred    Stock   of   Applebee's    International,    Inc.
                  (incorporated  by reference to Exhibit 4.2 of the Registrant's
                  Annual Report on Form 10-K for the fiscal year ended  December
                  25, 1994).

         4.6      Applebee's  International,  Inc. Executive  Nonqualified Stock
                  Purchase Plan.

         5        Opinion of Rebecca R. Tilden, counsel to the Company.

         23.1     Consent of Rebecca R. Tilden (included in Exhibit 5).

         23.2     Consent of Deloitte & Touche LLP.

         24       Power of Attorney  (included in signature page of Registration
                  Statement).

Item 9.  Undertakings

         The undersigned Company hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus  required by Section 10(a)(3) of
         the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
         after the  effective  date of the  registration  statement (or the most
         recent post-effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in the  registration  statement.  Notwithstanding  the  foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission  pursuant to Rule 424(b) if, in the aggregate,  the
         changes in volume and price  represent no more than a 20% change in the
         maximum  aggregate  offering  price  set forth in the  "Calculation  of
         Registration Fee" table in the effective registration statement;

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed  in the  registration
         statement  or  any  material   change  to  such   information   in  the
         registration statement;

Provided, however, that paragraphs (i) and (ii) do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3 and the  information  required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic  reports  filed with or  furnished  to the  Commission  by the  Company
pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934
that are incorporated by reference in this registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                       4
<PAGE>

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The  undersigned  Company  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Company's  annual  report  pursuant  to Section  13(a) or  Section  15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company pursuant to the foregoing provisions,  or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.




                                       5
<PAGE>


                                   SIGNATURES

Pursuant  to  the  requirements  of the  Securities  Act of  1933,  the  Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Overland Park, State of Kansas, on May 18, 2004.

                         APPLEBEE'S INTERNATIONAL, INC.


                      By: /s/ Lloyd L. Hill
                         ----------------------------------------
                         Lloyd L. Hill
                         Chairman and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS,  that we, the undersigned officers and directors
of Applebee's International, Inc., hereby severally constitute Lloyd L. Hill and
Rebecca R. Tilden and each of them singly,  our true and lawful  attorneys  with
full power to them, and each of them singly, or their duly appointed substitute,
as the same may be  designated  in writing from time to time, to sign for us and
in our names in the capacities  indicated  below, any and all amendments to this
Registration  Statement on Form S-8, and  generally to do all such things in our
names and in our  capacities  as directors to enable  Applebee's  International,
Inc.  to comply  with the  provisions  of the  Securities  Act of 1933,  and all
requirements  of the Securities and Exchange  Commission,  hereby  ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed below by the following  persons in the  capacities and
on the dates indicated:


<TABLE>
<CAPTION>

             Signature                                      Title                             Date

<S>                                        <C>                                           <C>
  /s/ Lloyd L. Hill                          Director, Chairman of the Board and          May 18, 2004
------------------------------------               Chief Executive Officer
  Lloyd L. Hill                                 (Principal Executive Officer)


  /s/ Steven K. Lumpkin                     Director, Executive Vice President and        May 18, 2004
------------------------------------               Chief Financial Officer
  Steven K. Lumpkin                             (Principal Financial Officer)


  /s/ Beverly O. Elving                           Vice President, Accounting              May 18, 2004
------------------------------------            (Principal Accounting Officer)
  Beverly O. Elving

  /s/ Erline Belton                                        Director                       May 18, 2004
------------------------------------
  Erline Belton

  /s/ Douglas R. Conant                                    Director                       May 18, 2004
------------------------------------
  Douglas R. Conant


  /s/ D. Patrick Curran                                    Director                       May 18, 2004
------------------------------------
  D. Patrick Curran


  /s/ Eric L. Hansen                                       Director                       May 18, 2004
------------------------------------
  Eric L. Hansen

                                       6
<PAGE>

  /s/ Mark S. Hansen                                       Director                       May 18, 2004
------------------------------------
  Mark S. Hansen


  /s/ Jack P. Helms                                        Director                       May18, 2004
------------------------------------
  Jack P. Helms


  /s/ Burton M. Sack                                       Director                       May 18, 2004
------------------------------------
  Burton M. Sack


 /s/ Michael A. Volkema                                    Director                       May 18, 2004
------------------------------------
            Michael A. Volkema


</TABLE>





                                       7

<PAGE>


                                Index of Exhibits

       Exhibit
        Number    Document


         4.1      Shareholder Rights Plan contained in Rights Agreement dated as
                  of September 7, 1994, between Applebee's  International,  Inc.
                  and Chemical Bank, as Rights Agent  (incorporated by reference
                  to Exhibit 4.1 of the Registrant's  Annual Report on Form 10-K
                  for the fiscal year ended December 25, 1994).

         4.2      Amendment  dated  May 13,  1999  to  Shareholder  Rights  Plan
                  contained in Rights  Agreement  dated as of September 7, 1994,
                  between Applebee's  International,  Inc. and Chemical Bank, as
                  Rights Agent  (incorporated by reference to Exhibit 4.1 of the
                  Registrant's  Quarterly  Report  on Form  10-Q for the  fiscal
                  quarter ended June 27, 1999).

         4.3      Amendment  dated December 12, 2002 to Shareholder  Rights Plan
                  contained in Rights  Agreement  dated as of September 7, 1994,
                  between Applebee's  International,  Inc. and Chemical Bank, as
                  Rights Agent  (incorporated by reference to Exhibit 4.3 of the
                  Registrant's  Annual  Report on Form 10-K for the fiscal  year
                  ended December 29, 2002).

         4.4      Certificate of Adjustment of Shareholder Rights Plan contained
                  in Rights  Agreement  dated as of September  7, 1994,  between
                  Applebee's  International,  Inc. and Chemical  Bank, as Rights
                  Agent, as amended (incorporated by reference to Exhibit 4.1 of
                  the Registrant's  Quarterly Report on Form 10-Q for the fiscal
                  quarter ended September 29, 2002).

         4.5      Certificate  of the Voting Powers,  Designations,  Preferences
                  and Relative Participating,  Optional and Other Special Rights
                  and  Qualifications  of  Series  A  Participating   Cumulative
                  Preferred    Stock   of   Applebee's    International,    Inc.
                  (incorporated  by reference to Exhibit 4.2 of the Registrant's
                  Annual Report on Form 10-K for the fiscal year ended  December
                  25, 1994).

         4.6      Applebee's  International,  Inc. Executive  Nonqualified Stock
                  Purchase Plan.

         5        Opinion of Rebecca R. Tilden, counsel to the Company.

         23.1     Consent of Rebecca R. Tilden (included in Exhibit 5).

         23.2     Consent of Deloitte & Touche LLP.

         24       Power of Attorney  (included in signature page of Registration
                  Statement).


                                       8
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{"company-data": {"conformed-name": "APPLEBEES INTERNATIONAL INC", "cik": "0000853665", "assigned-sic": "5812", "irs-number": "431461763", "state-of-incorporation": "DE", "fiscal-year-end": "1227"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-115677", "film-number": "04821150"}, "business-address": {"street1": "4551 W 107TH ST STE 100", "city": "OVERLAND PARK", "state": "KS", "zip": "66207", "phone": "9139674000"}, "mail-address": {"street1": "4551 W 107TH STREET", "street2": "SUITE 100", "city": "OVERLAND PARK", "state": "KS", "zip": "66207"}}
As filed with the Securities and Exchange Commission on May 20, 2004
                                                Registration No. 333-___________

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                         APPLEBEE'S INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

            Delaware                                            43-1461763
  (State or other jurisdiction                                (I.R.S. Employer
 of incorporation or organization)                           Identification No.)

                             4551 West 107th Street
                           Overland Park, Kansas 66207
          (Address, including zip code, of Principal Executive Offices)

                         APPLEBEE'S INTERNATIONAL, INC.
                   EXECUTIVE NONQUALIFIED STOCK PURCHASE PLAN
                           (Full titles of the plans)

                                  Lloyd L. Hill
                             Chief Executive Officer
                         Applebee's International, Inc.
                             4551 West 107th Street
                           Overland Park, Kansas 66207
                                 (913) 967-4000
            (Name, address and telephone number of agent for service)

                                    Copy to:
                               James M. Ash, Esq.
                       Blackwell Sanders Peper Martin LLP
                               Two Pershing Square
                          2300 Main Street, Suite 1000
                           Kansas City, Missouri 64108
                                 (816) 983-8000
CALCULATION OF REGISTRATION FEE
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
                                                                     Proposed maximum   Proposed maximum
     Title of securities to be registered          Amount to be       offering price        aggregate           Amount of
                                                  registered (1)      per share (2)     offering price(2)   registration fee
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
Common Stock, par value $.01 per share                150,000            $ 37.315        $ 5,597,250.00       $  709.17
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
(1) This  Registration  Statement  shall also be deemed to cover any  additional
shares of Common  Stock which may be issued  under the  Executive  Non-Qualified
Stock  Purchase Plan as the result of any future stock split,  stock dividend or
other anti-dilution provision.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule 457(h) under the Securities  Act of 1933. The maximum  offering
price  per  share is  based on the  average  of the high and low  prices  of the
Registrant's Common Stock as listed on the Nasdaq Stock Market on May 17, 2004.
Part I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The  documents   containing  the   information   about  the  Applebee's
International,  Inc.  Executive  Nonqualified  Stock  Purchase Plan (the "Plan")
specified  in Part I of Form S-8 will be sent or given to eligible  employees as
specified by Rule  428(b)(1)  promulgated  under the  Securities Act of 1933, as
amended.  Such  documents  and the documents  incorporated  by reference in this
Registration Statement pursuant to Item 3 of Part II, taken together, constitute
a prospectus that meets the  requirements of Section 10(a) of the Securities Act
of 1933,  as  amended.  All such  documents  will be dated and  maintained  in a
"prospectus  file" as  required by Rule  428(a) and will  contain the  following
legend in a conspicuous place as directed by Rule 428(b)(1):

         "This document (or specifically  designated  portions of this document)
constitutes (constitute) part of a prospectus covering securities that have been
registered under the Securities Act of 1933."

                                     Part II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed with the SEC by Applebee's International,
Inc. (the "Company") are incorporated in this Registration Statement on Form S-8
(the "Registration Statement") by reference:

         1.       The  Company's  Annual Report on Form 10-K and Form 10-K/A for
                  the fiscal year ended December 28, 2003;

         2.       The  Company's  Quarterly  Report on Form 10-Q for the quarter
                  ended March 28, 2004;

         3.       All other reports filed  pursuant to Section 13(a) or 15(d) of
                  the  Securities  Exchange  Act  of  1934,  as  amended,  since
                  December 28, 2003, except for information furnished under Form
                  8-K, which is not deemed filed and not incorporated  herein by
                  reference; and

         4.       The  description  of common stock  contained in the  Company's
                  Registration  Statement on Form 8-A  effective  September  27,
                  1989,  the  description  of the  rights to  purchase  Series A
                  Participating  Cumulative  Preferred  Stock  contained  in the
                  Company's  Registration  Statement on Form 8-A dated September
                  12,  1994,  and any  further  amendment  or  report  filed for
                  purpose of updating such descriptions.

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as amended,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  offered  hereunder  have been sold or which  deregisters  all of the
securities  offered then remaining  unsold,  shall be deemed to be  incorporated
herein  by  reference  and to be a part  hereof  from the date of filing of such
documents.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Rebecca R. Tilden,  Vice  President and General  Counsel of the Company
will issue an opinion as to the legality of the securities registered hereunder.

                                       2
Item 6.  Indemnification of Directors and Officers

         The Company has entered into  indemnification  agreements  with certain
officers  and  directors  of the Company.  Under these  agreements,  the Company
agrees to hold  harmless and  indemnify  each  indemnitee  generally to the full
extent  permitted by Section 145 of the Delaware  General  Corporation  Law (the
"DGCL")  and  against  any  and all  liabilities,  expenses,  judgments,  fines,
penalties  and costs in  connection  with any  threatened,  pending or completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative to which the indemnitee is made a party by reason of the fact that
the  indemnitee has been, is at the time or becomes a director or officer of the
Company or any other entity at the request of the Company.  The  indemnity  does
not cover liability  arising out of fraudulent  acts,  deliberate  dishonesty or
willful  misconduct,  violations  of  certain  securities  laws,  or if a  court
determines that such indemnification is not lawful.

         Article   IX  of  the   Bylaws  of  the   Company   provides   for  the
indemnification of officers and directors of the Company generally to the extent
permitted  by Section 145 of the DGCL,  including  liability  arising  under the
securities  laws.  Article IX permits the Company to indemnify  certain persons,
including officers and directors, who are (or are threatened to be made) parties
to any threatened, pending or completed legal action (whether civil, criminal or
investigative)  for reason of their being  officers or directors.  The indemnity
may include expenses,  attorneys' fees, judgments, fines and reasonably incurred
costs of  settlement,  provided the officer and director acted in good faith and
in a manner he reasonably believed to be in or not opposed to the Company's best
interest and, in the case of criminal proceedings, he had no reasonable cause to
believe that his conduct was  illegal.  The Company may  indemnify  officers and
directors in derivative  actions (in which suit is brought by a  shareholder  on
behalf of the Company) under the same conditions, except that no indemnification
is  permitted  without  judicial  approval  if the officer or director is judged
liable  for  negligence  or  misconduct  in the  performance  of his duty to the
Company.  If the officer or director if successful on the merits or otherwise in
defense of any action referred to above,  the Company must indemnify him against
the expenses and attorneys' fees he actually and reasonably incurred.

         The Company has obtained liability  insurance coverage for its officers
and directors  with respect to actions  arising out of the  performance  of such
officer's or director's duty in his or her capacity as such.

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         4.1      Shareholder Rights Plan contained in Rights Agreement dated as
                  of September 7, 1994, between Applebee's  International,  Inc.
                  and Chemical Bank, as Rights Agent  (incorporated by reference
                  to Exhibit 4.1 of the Registrant's  Annual Report on Form 10-K
                  for the fiscal year ended December 25, 1994).

         4.2      Amendment  dated  May 13,  1999  to  Shareholder  Rights  Plan
                  contained in Rights  Agreement  dated as of September 7, 1994,
                  between Applebee's  International,  Inc. and Chemical Bank, as
                  Rights Agent  (incorporated by reference to Exhibit 4.1 of the
                  Registrant's  Quarterly  Report  on Form  10-Q for the  fiscal
                  quarter ended June 27, 1999).

         4.3      Amendment  dated December 12, 2002 to Shareholder  Rights Plan
                  contained in Rights  Agreement  dated as of September 7, 1994,
                  between Applebee's  International,  Inc. and Chemical Bank, as
                  Rights Agent  (incorporated by reference to Exhibit 4.3 of the
                  Registrant's  Annual  Report on Form 10-K for the fiscal  year
                  ended December 29, 2002).

         4.4      Certificate of Adjustment of Shareholder Rights Plan contained
                  in Rights  Agreement  dated as of September  7, 1994,  between
                  Applebee's  International,  Inc. and Chemical  Bank, as Rights
                  Agent, as amended (incorporated by reference to Exhibit 4.1 of
                  the Registrant's  Quarterly Report on Form 10-Q for the fiscal
                  quarter ended September 29, 2002).

                                       3
4.5      Certificate  of the Voting Powers,  Designations,  Preferences
                  and Relative Participating,  Optional and Other Special Rights
                  and  Qualifications  of  Series  A  Participating   Cumulative
                  Preferred    Stock   of   Applebee's    International,    Inc.
                  (incorporated  by reference to Exhibit 4.2 of the Registrant's
                  Annual Report on Form 10-K for the fiscal year ended  December
                  25, 1994).

         4.6      Applebee's  International,  Inc. Executive  Nonqualified Stock
                  Purchase Plan.

         5        Opinion of Rebecca R. Tilden, counsel to the Company.

         23.1     Consent of Rebecca R. Tilden (included in Exhibit 5).

         23.2     Consent of Deloitte & Touche LLP.

         24       Power of Attorney  (included in signature page of Registration
                  Statement).

Item 9.  Undertakings

         The undersigned Company hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i) To include any prospectus  required by Section 10(a)(3) of
         the Securities Act of 1933;

                  (ii) To reflect in the  prospectus any facts or events arising
         after the  effective  date of the  registration  statement (or the most
         recent post-effective amendment thereof) which,  individually or in the
         aggregate,  represent a fundamental change in the information set forth
         in the  registration  statement.  Notwithstanding  the  foregoing,  any
         increase  or  decrease  in volume of  securities  offered (if the total
         dollar  value of  securities  offered  would not exceed  that which was
         registered) and any deviation from the low or high end of the estimated
         maximum offering range may be reflected in the form of prospectus filed
         with the Commission  pursuant to Rule 424(b) if, in the aggregate,  the
         changes in volume and price  represent no more than a 20% change in the
         maximum  aggregate  offering  price  set forth in the  "Calculation  of
         Registration Fee" table in the effective registration statement;

                  (iii) To include any material  information with respect to the
         plan of  distribution  not  previously  disclosed  in the  registration
         statement  or  any  material   change  to  such   information   in  the
         registration statement;

Provided, however, that paragraphs (i) and (ii) do not apply if the registration
statement is on Form S-3, Form S-8 or Form F-3 and the  information  required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic  reports  filed with or  furnished  to the  Commission  by the  Company
pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934
that are incorporated by reference in this registration statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                       4
(3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The  undersigned  Company  hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Company's  annual  report  pursuant  to Section  13(a) or  Section  15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  Section  15(d)  of  the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the Company pursuant to the foregoing provisions,  or otherwise, the Company has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       5
SIGNATURES

Pursuant  to  the  requirements  of the  Securities  Act of  1933,  the  Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Overland Park, State of Kansas, on May 18, 2004.

                         APPLEBEE'S INTERNATIONAL, INC.

                      By: /s/ Lloyd L. Hill
                         ----------------------------------------
                         Lloyd L. Hill
                         Chairman and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS,  that we, the undersigned officers and directors
of Applebee's International, Inc., hereby severally constitute Lloyd L. Hill and
Rebecca R. Tilden and each of them singly,  our true and lawful  attorneys  with
full power to them, and each of them singly, or their duly appointed substitute,
as the same may be  designated  in writing from time to time, to sign for us and
in our names in the capacities  indicated  below, any and all amendments to this
Registration  Statement on Form S-8, and  generally to do all such things in our
names and in our  capacities  as directors to enable  Applebee's  International,
Inc.  to comply  with the  provisions  of the  Securities  Act of 1933,  and all
requirements  of the Securities and Exchange  Commission,  hereby  ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said Registration Statement and any and all amendments thereto.

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed below by the following  persons in the  capacities and
on the dates indicated:
Signature                                      Title                             Date
/s/ Lloyd L. Hill                          Director, Chairman of the Board and          May 18, 2004
------------------------------------               Chief Executive Officer
  Lloyd L. Hill                                 (Principal Executive Officer)

  /s/ Steven K. Lumpkin                     Director, Executive Vice President and        May 18, 2004
------------------------------------               Chief Financial Officer
  Steven K. Lumpkin                             (Principal Financial Officer)

  /s/ Beverly O. Elving                           Vice President, Accounting              May 18, 2004
------------------------------------            (Principal Accounting Officer)
  Beverly O. Elving

  /s/ Erline Belton                                        Director                       May 18, 2004
------------------------------------
  Erline Belton

  /s/ Douglas R. Conant                                    Director                       May 18, 2004
------------------------------------
  Douglas R. Conant

  /s/ D. Patrick Curran                                    Director                       May 18, 2004
------------------------------------
  D. Patrick Curran

  /s/ Eric L. Hansen                                       Director                       May 18, 2004
------------------------------------
  Eric L. Hansen

                                       6
/s/ Mark S. Hansen                                       Director                       May 18, 2004
------------------------------------
  Mark S. Hansen

  /s/ Jack P. Helms                                        Director                       May18, 2004
------------------------------------
  Jack P. Helms

  /s/ Burton M. Sack                                       Director                       May 18, 2004
------------------------------------
  Burton M. Sack

 /s/ Michael A. Volkema                                    Director                       May 18, 2004
------------------------------------
            Michael A. Volkema
7
Index of Exhibits

       Exhibit
        Number    Document

         4.1      Shareholder Rights Plan contained in Rights Agreement dated as
                  of September 7, 1994, between Applebee's  International,  Inc.
                  and Chemical Bank, as Rights Agent  (incorporated by reference
                  to Exhibit 4.1 of the Registrant's  Annual Report on Form 10-K
                  for the fiscal year ended December 25, 1994).

         4.2      Amendment  dated  May 13,  1999  to  Shareholder  Rights  Plan
                  contained in Rights  Agreement  dated as of September 7, 1994,
                  between Applebee's  International,  Inc. and Chemical Bank, as
                  Rights Agent  (incorporated by reference to Exhibit 4.1 of the
                  Registrant's  Quarterly  Report  on Form  10-Q for the  fiscal
                  quarter ended June 27, 1999).

         4.3      Amendment  dated December 12, 2002 to Shareholder  Rights Plan
                  contained in Rights  Agreement  dated as of September 7, 1994,
                  between Applebee's  International,  Inc. and Chemical Bank, as
                  Rights Agent  (incorporated by reference to Exhibit 4.3 of the
                  Registrant's  Annual  Report on Form 10-K for the fiscal  year
                  ended December 29, 2002).

         4.4      Certificate of Adjustment of Shareholder Rights Plan contained
                  in Rights  Agreement  dated as of September  7, 1994,  between
                  Applebee's  International,  Inc. and Chemical  Bank, as Rights
                  Agent, as amended (incorporated by reference to Exhibit 4.1 of
                  the Registrant's  Quarterly Report on Form 10-Q for the fiscal
                  quarter ended September 29, 2002).

         4.5      Certificate  of the Voting Powers,  Designations,  Preferences
                  and Relative Participating,  Optional and Other Special Rights
                  and  Qualifications  of  Series  A  Participating   Cumulative
                  Preferred    Stock   of   Applebee's    International,    Inc.
                  (incorporated  by reference to Exhibit 4.2 of the Registrant's
                  Annual Report on Form 10-K for the fiscal year ended  December
                  25, 1994).

         4.6      Applebee's  International,  Inc. Executive  Nonqualified Stock
                  Purchase Plan.

         5        Opinion of Rebecca R. Tilden, counsel to the Company.

         23.1     Consent of Rebecca R. Tilden (included in Exhibit 5).

         23.2     Consent of Deloitte & Touche LLP.

         24       Power of Attorney  (included in signature page of Registration
                  Statement).

                                       8