As filed with the Securities and Exchange Commission on March 26, 1996
                                                 Registration No. 33-______


                       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, Suite 100
                           Overland Park, Kansas 66207
                                 (913) 967-4000
   (Address, including zip code, of Registrant's principal executive offices)

            APPLEBEE'S INTERNATIONAL, INC. 1995 EQUITY INCENTIVE PLAN
                            (Full title of the Plan)

                               Abe J. Gustin, Jr.
                             Chief Executive Officer
                        4551 West 107th Street, Suite 100
                           Overland Park, Kansas 66207
                                 (913) 967-4000
             (Name, address, telephone number, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                               Proposed            Proposed
                                              Amount            maximum             maximum
                                               to be         offering price    aggregate offering      Amount of
Title of securities to be registered        registered        per share (1)         price (1)       registration fee
====================================== ==================== ================ ===================== ==================
<S>                                    <C>                  <C>              <C>                   <C>
    Common Stock, $.01 Par Value         2,000,000 shares       $23.9375           $47,875,000           $16,508.62
====================================== ==================== ================ ===================== ==================
</TABLE>

(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h).


<PAGE>





                                EXPLANATORY NOTE


As  permitted  by the  rules of the  Securities  and  Exchange  Commission  (the
"Commission"),  this Registration  Statement omits the information  specified in
Part I of Form S-8.


<PAGE>
                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3: Incorporation of Documents by Reference

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

         1.       The  Company's  Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1995.

         2.       The description of the Company's Common Stock contained in the
                  Company's   Registration   Statement  on  Form  8-A  effective
                  September 27, 1989.

         3.       The  description of the Company's  rights to purchase Series A
                  Participating  Cumulative  Preferred  Stock  contained  in the
                  Company's  Registration  Statement on Form 8-A dated September
                  12, 1994.

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 (the
"Exchange  Act"),  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

                    Not Applicable.

Item 6:  Indemnification of Directors and Officers

         The Company has entered into  indemnification  agreements  with certain
         officers and directors.  Under these agreements,  the Company agreed to
         hold  harmless  and  indemnify  each  indemnitee  to  the  full  extent
         permitted by Section 145 of the Delaware  General  Corporation  Law 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  generally  is made a party by
         reason  of the fact the  indemnitee  has,  is or at the time  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.


                                      II-1
<PAGE>

         Section   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 Delaware General Corporation
         Law, including liability arising under the securities laws. Section 145
         of the  Delaware  Corporation  Law permits a  corporation  to indemnify
         certain  persons,  including  officers and  directors,  who are (or are
         threatened to be made) parties to any  administrative or investigative)
         by 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 corporations  best interest and, in the case of criminal
         proceedings, he had no reasonable cause to believe that his conduct was
         illegal.  The  corporation  may  indemnify  officers  and  directors in
         derivative actions (in which suit is brought by a shareholder on behalf
         of  the  corporation)  under  the  same  conditions,   except  that  no
         indemnification  is permitted  without judicial approval if the officer
         or director is adjudged  liable for  negligence  or  misconduct  in the
         performance of his duty to the corporation.  If the officer or director
         is  successful  on the  merits or  otherwise  in  defense of any action
         referred  to above,  the  corporation  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      Certificate of 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).

         5        Opinion of Robert T. Steinkamp, counsel to the Company

         23.1     Consent of Robert T. Steinkamp (included as part of Exhibit 5)

         23.2     Consent of Deloitte & Touche LLP

         23.3     Consent of Arthur Andersen LLP

         23.4     Consent of Coopers & Lybrand L.L.P.

         24       See Page II-5 of Registration Statement for Power of Attorney

                                      II-2
<PAGE>


Item 9: Undertakings

Rule 415 Offering.

         The 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 (the "Securities Act");

         (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; and

         (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 information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained  in periodic  reports  filed by the Company  pursuant to Section 13 or
Section  15(d) of the  Exchange Act that are  incorporated  by reference in this
Registration Statement.

         (2)      That, for the purpose of determining  any liability  under the
                  Securities  Act, 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.

         (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.

Incorporation of Subsequent Exchange Act Documents by Reference.

The Company hereby  undertakes  that, for purposes of determining  any liability
under the Securities Act, each filing of the Company's annual report pursuant to
Section  13(a) or Section  15(d) of the  Exchange  Act 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.


                                      II-3
<PAGE>


Form S-8 Registration Statement.

Insofar as indemnification  for liabilities arising under the Securities Act 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  Commission  such  indemnification  is against public
policy as expressed in the Securities 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  Securities
Act and will be governed by the final adjudication of such issue.




                                      II-4
<PAGE>



                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
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 March 26, 1996.



                                       APPLEBEE'S INTERNATIONAL, INC.
                                       By: /s/ Abe J. Gustin, Jr.
                                           Abe J. Gustin, Jr.
                                           Chairman and Chief Executive Officer


                                POWER OF ATTORNEY

     KNOWN TO ALL PERSONS BY THESE  PRESENTS  that each person  whose  signature
appears  below  constitutes  and  appoints  Abe J.  Gustin,  Jr.  and  Robert T.
Steinkamp,  and each of them,  his true and lawful  attorney-in-fact  and agent,
with full power of substitution  and  re-substitution,  for him and in his name,
place and  stead,  in any and all  capacities,  to sign any  amendments  to this
Registration Statement (including  post-effective  amendments),  and to file the
same, with exhibits  thereto and other documents in connection  therewith,  with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said  attorney-in-fact  or his substitute or substitutes,  may do or cause to be
done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

    Signature                       Title                           Date



/s/  Abe J. Gustin, Jr.        Chairman of the Board,             March 26, 1996
Abe J. Gustin, Jr.              Chief Executive
                                Officer and Director
                                (Principal Executive Officer)


/s/  George D. Shadid          Executive Vice President and       March 26, 1996
George D. Shadid                Chief Financial Officer
                                (Principal Financial Officer)


/s/ David R. Smith             Vice President and Controller      March 26, 1996
David R. Smith                  (Principal Accounting Officer)


                                      II-5
<PAGE>



/s/  D. Patrick Curran         Director                           March 26, 1996
D. Patrick Curran


/s/  Eric L. Hansen            Director                           March 26, 1996
Eric L. Hansen


/s/  Kenneth D. Hill           Director                           March 26, 1996
Kenneth D. Hill


/s/  Jack P. Helms             Director                           March 26, 1996
Jack P. Helms


/s/  Lloyd L. Hill             Director                           March 26, 1996
Lloyd L. Hill


/s/  Robert A. Martin          Director                           March 26, 1996
Robert A. Martin


/s/  Johyne H. Reck            Director                           March 26, 1996
Johyne H. Reck


/s/  Burton M. Sack            Director                           March 26, 1996
Burton M. Sack


/s/ Raymond D. Schoenbaum      Director                           March 26, 1996
Raymond D. Schoenbaum




                                      II-6
<PAGE>



                                  EXHIBIT INDEX

 Exhibit
   No.                              Description

    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           Certificate of 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).

    5             Opinion of Robert T. Steinkamp, counsel to the Company

    23.1          Consent of Robert T. Steinkamp (included as part of Exhibit 5)

    23.2          Consent of Deloitte & Touche LLP

    23.3          Consent of Arthur Andersen LLP

    23.4          Consent of Coopers & Lybrand L.L.P.

    24            See Page II-5 of Registration Statement for power of attorney
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 17835}]
{"company-data": {"conformed-name": "APPLEBEES INTERNATIONAL INC", "cik": "0000853665", "assigned-sic": "5812", "irs-number": "431461763", "state-of-incorporation": "DE", "fiscal-year-end": "1225"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-01969", "film-number": "96538706"}, "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 March 26, 1996
                                                 Registration No. 33-______

                       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, Suite 100
                           Overland Park, Kansas 66207
                                 (913) 967-4000
   (Address, including zip code, of Registrant's principal executive offices)

            APPLEBEE'S INTERNATIONAL, INC. 1995 EQUITY INCENTIVE PLAN
                            (Full title of the Plan)

                               Abe J. Gustin, Jr.
                             Chief Executive Officer
                        4551 West 107th Street, Suite 100
                           Overland Park, Kansas 66207
                                 (913) 967-4000
             (Name, address, telephone number, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed            Proposed
                                              Amount            maximum             maximum
                                               to be         offering price    aggregate offering      Amount of
Title of securities to be registered        registered        per share (1)         price (1)       registration fee
====================================== ==================== ================ ===================== ==================
Common Stock, $.01 Par Value         2,000,000 shares       $23.9375           $47,875,000           $16,508.62
====================================== ==================== ================ ===================== ==================
(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h).
EXPLANATORY NOTE

As  permitted  by the  rules of the  Securities  and  Exchange  Commission  (the
"Commission"),  this Registration  Statement omits the information  specified in
Part I of Form S-8.
Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3: Incorporation of Documents by Reference

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

         1.       The  Company's  Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1995.

         2.       The description of the Company's Common Stock contained in the
                  Company's   Registration   Statement  on  Form  8-A  effective
                  September 27, 1989.

         3.       The  description of the Company's  rights to purchase Series A
                  Participating  Cumulative  Preferred  Stock  contained  in the
                  Company's  Registration  Statement on Form 8-A dated September
                  12, 1994.

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 (the
"Exchange  Act"),  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

                    Not Applicable.

Item 6:  Indemnification of Directors and Officers

         The Company has entered into  indemnification  agreements  with certain
         officers and directors.  Under these agreements,  the Company agreed to
         hold  harmless  and  indemnify  each  indemnitee  to  the  full  extent
         permitted by Section 145 of the Delaware  General  Corporation  Law 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  generally  is made a party by
         reason  of the fact the  indemnitee  has,  is or at the time  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.

                                      II-1
Section   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 Delaware General Corporation
         Law, including liability arising under the securities laws. Section 145
         of the  Delaware  Corporation  Law permits a  corporation  to indemnify
         certain  persons,  including  officers and  directors,  who are (or are
         threatened to be made) parties to any  administrative or investigative)
         by 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 corporations  best interest and, in the case of criminal
         proceedings, he had no reasonable cause to believe that his conduct was
         illegal.  The  corporation  may  indemnify  officers  and  directors in
         derivative actions (in which suit is brought by a shareholder on behalf
         of  the  corporation)  under  the  same  conditions,   except  that  no
         indemnification  is permitted  without judicial approval if the officer
         or director is adjudged  liable for  negligence  or  misconduct  in the
         performance of his duty to the corporation.  If the officer or director
         is  successful  on the  merits or  otherwise  in  defense of any action
         referred  to above,  the  corporation  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      Certificate of 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).

         5        Opinion of Robert T. Steinkamp, counsel to the Company

         23.1     Consent of Robert T. Steinkamp (included as part of Exhibit 5)

         23.2     Consent of Deloitte & Touche LLP

         23.3     Consent of Arthur Andersen LLP

         23.4     Consent of Coopers & Lybrand L.L.P.

         24       See Page II-5 of Registration Statement for Power of Attorney

                                      II-2
Item 9: Undertakings

Rule 415 Offering.

         The 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 (the "Securities Act");

         (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; and

         (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 information
required to be included in a  post-effective  amendment by those  paragraphs  is
contained  in periodic  reports  filed by the Company  pursuant to Section 13 or
Section  15(d) of the  Exchange Act that are  incorporated  by reference in this
Registration Statement.

         (2)      That, for the purpose of determining  any liability  under the
                  Securities  Act, 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.

         (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.

Incorporation of Subsequent Exchange Act Documents by Reference.

The Company hereby  undertakes  that, for purposes of determining  any liability
under the Securities Act, each filing of the Company's annual report pursuant to
Section  13(a) or Section  15(d) of the  Exchange  Act 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.

                                      II-3
Form S-8 Registration Statement.

Insofar as indemnification  for liabilities arising under the Securities Act 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  Commission  such  indemnification  is against public
policy as expressed in the Securities 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  Securities
Act and will be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
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 March 26, 1996.

                                       APPLEBEE'S INTERNATIONAL, INC.
                                       By: /s/ Abe J. Gustin, Jr.
                                           Abe J. Gustin, Jr.
                                           Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

     KNOWN TO ALL PERSONS BY THESE  PRESENTS  that each person  whose  signature
appears  below  constitutes  and  appoints  Abe J.  Gustin,  Jr.  and  Robert T.
Steinkamp,  and each of them,  his true and lawful  attorney-in-fact  and agent,
with full power of substitution  and  re-substitution,  for him and in his name,
place and  stead,  in any and all  capacities,  to sign any  amendments  to this
Registration Statement (including  post-effective  amendments),  and to file the
same, with exhibits  thereto and other documents in connection  therewith,  with
the Securities and Exchange Commission, hereby ratifying and confirming all that
said  attorney-in-fact  or his substitute or substitutes,  may do or cause to be
done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

    Signature                       Title                           Date

/s/  Abe J. Gustin, Jr.        Chairman of the Board,             March 26, 1996
Abe J. Gustin, Jr.              Chief Executive
                                Officer and Director
                                (Principal Executive Officer)

/s/  George D. Shadid          Executive Vice President and       March 26, 1996
George D. Shadid                Chief Financial Officer
                                (Principal Financial Officer)

/s/ David R. Smith             Vice President and Controller      March 26, 1996
David R. Smith                  (Principal Accounting Officer)

                                      II-5
/s/  D. Patrick Curran         Director                           March 26, 1996
D. Patrick Curran

/s/  Eric L. Hansen            Director                           March 26, 1996
Eric L. Hansen

/s/  Kenneth D. Hill           Director                           March 26, 1996
Kenneth D. Hill

/s/  Jack P. Helms             Director                           March 26, 1996
Jack P. Helms

/s/  Lloyd L. Hill             Director                           March 26, 1996
Lloyd L. Hill

/s/  Robert A. Martin          Director                           March 26, 1996
Robert A. Martin

/s/  Johyne H. Reck            Director                           March 26, 1996
Johyne H. Reck

/s/  Burton M. Sack            Director                           March 26, 1996
Burton M. Sack

/s/ Raymond D. Schoenbaum      Director                           March 26, 1996
Raymond D. Schoenbaum

                                      II-6
EXHIBIT INDEX

 Exhibit
   No.                              Description

    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           Certificate of 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).

    5             Opinion of Robert T. Steinkamp, counsel to the Company

    23.1          Consent of Robert T. Steinkamp (included as part of Exhibit 5)

    23.2          Consent of Deloitte & Touche LLP

    23.3          Consent of Arthur Andersen LLP

    23.4          Consent of Coopers & Lybrand L.L.P.

    24            See Page II-5 of Registration Statement for power of attorney