As filed with the Securities and Exchange Commission on January 28, 2000

                                                      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 character)

                       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
   (Address, including zip code, of Registrant's principal executive offices)

            APPLEBEE'S INTERNATIONAL, INC. 1995 EQUITY INCENTIVE PLAN

           APPLEBEE'S INTERNATIONAL, INC. 1999 EMPLOYEE INCENTIVE PLAN

   Lloyd L. Hill                         copy to:
   Chief Executive Officer               Shari L. Wright, Esq.
   Applebee's International, Inc.        Blackwell Sanders Matheny Weary &
   4551 West 107th Street, Suite 100     Lombardi LLP
   Overland Park, Kansas  66207          2300 Main Street, Suite 1100
   (913) 967-4000                        Kansas City, Missouri  64108
                                         (816) 983-8000

             (Name, address, telephone number, of agent for service)
<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                                         Proposed maximum   Proposed maximum
                                                      Amount to be        offering price    aggregate offering       Amount of
        Title of securities to be registered           registered            per share            price           registration fee
================================================ ====================== ================== =================== =====================
<S>                                               <C>                    <C>                <C>                     <C>
Common Stock, par value $.01 per share             1,933,000 shares       $26.0625 (1)       $50,378,813 (1)         $13,300.01
================================================ ====================== ================== =================== =====================
</TABLE>

(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h), based on the average of the high and low prices of
     the  Registrant's  Common  Stock as listed on the  NASDAQ  Stock  Market on
     January 26, 2000.


<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  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 27, 1998;

         2.       The Company's  Quarterly Reports on Form 10-Q for the quarters
                  ended March 28, 1999, June 27, 1999 and September 26, 1999;

         3.       The Company's  Reports on Form 8-K filed on February 10, 1999,
                  February  23,  1999,   February  25,  1999,  April  27,  1999,
                  September 29, 1999 and December 29, 1999;

         4.       The Company's  Definitive  Proxy  Statements on Form 14A filed
                  March 28, 1997 and April 6, 1999; and

         5.       The description of the Company's Common Stock set forth in the
                  Form 8-A Registration Statement effective September 27, 1989.

         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.

         Any statement  contained in a report or other document  incorporated by
reference  herein shall be deemed to be modified or superseded  for all purposes
of this Registration  Statement to the extent that a statement contained herein,
or in any  other  subsequently  filed  report  or other  document  that  also is
incorporated by reference  herein,  modifies or supersedes  such statement.  Any
such  statements  so modified or  superseded  shall not be deemed,  except as so
modified or  superseded,  to  constitute  part of this  Registration  Statement.
Certain   statements   contained  herein  and  in  the  related   prospectus  or
incorporated  by  reference  herein  or in  the  related  prospectus  constitute
forward-looking  statements  as  such  term is  defined  in  Section  27A of the
Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the
Exchange Act. Certain factors discussed herein and in the related  prospectus or
in the  Company's  Exchange Act filings with the  Commission  could cause actual
results to differ materially from those in the forward-looking statements.

Item 4: Description of Securities

         Not applicable.


Item 5: Interests of Named Experts and Counsel

         Not applicable.



                                      II-1
<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, 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.

        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 DGCL,  including liability arising under
        the  securities  laws.  Section 145 permits a  corporation  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,  threatened 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   corporation's   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  judged   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 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).


                                      II-2
<PAGE>


        4.3       Amendment to the 1995 Equity  Incentive  Plan  increasing  the
                  number  of  shares of Common  Stock  available  for  Awards by
                  300,000 shares to a total of 2,300,000 shares (incorporated by
                  reference to Exhibit 10.13 of the  Registrant's  Annual Report
                  on Form 10-K for the fiscal year ended December 28, 1997).

        4.4       Amendment to the 1995 Equity  Incentive  Plan  increasing  the
                  number  of  shares of Common  Stock  available  for  Awards by
                  1,300,000 shares to a total of 3,600,000 shares  (incorporated
                  by reference to Exhibit 99 of the Registrant's Proxy Statement
                  on Form 14A filed on April 6, 1999).

        4.5       1999 Employee Incentive Plan establishing the number of shares
                  of Common Stock available for grant at 333,000 shares.

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

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

        23.2      Consent of Deloitte & Touche LLP.

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


Item 9: Undertakings

Rule 415 Offering.

        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;

                                      II-3
<PAGE>


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 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.

        (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 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 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.

Form S-8 Registration Statement.

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.


                                      II-4
<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 January 28, 2000.

                                     APPLEBEE'S INTERNATIONAL, INC.
                                     (Registrant)


                                     By: /s/ Lloyd L. Hill
                                     Lloyd L. Hill
                                     Chief Executive Officer



         KNOW ALL MEN BY THESE PRESENTS,  that we, the undersigned  directors of
Applebee's  International,  Inc., hereby severally  constitute Lloyd L. Hill and
Robert T. Steinkamp, and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly,  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 and Chief Executive Officer     January 28, 2000
Lloyd L. Hill          (principal executive officer)



/s/George D. Shadid    Director, Executive Vice President and   January 28, 2000
George D. Shadid       Chief Financial Officer
                       (principal financial officer)



/s/Mark A. Peterson    Vice President and Controller            January 28, 2000
Mark A. Peterson       (principal accounting officer)



/s/Abe J. Gustin, Jr.  Director, Chairman of the Board          January 28, 2000
Abe J. Gustin, Jr.


                                      II-5
<PAGE>


/s/Erline Belton       Director                                 January 28, 2000
Erline Belton



/s/Douglas R. Conant   Director                                 January 28, 2000
Douglas R. Conant



/s/D. Patrick Curran   Director                                 January 28, 2000
D. Patrick Curran



/s/Eric L. Hansen      Director                                 January 28, 2000
Eric L. Hansen



/s/ Mark S. Hansen     Director                                 January 28, 2000
Mark S. Hansen



/s/Jack P. Helms       Director                                 January 28, 2000
Jack P. Helms



/s/Burton M. Sack      Director                                 January 28, 2000
Burton M. Sack




                                      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  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).

   4.3                     Amendment   to  the  1995   Equity   Incentive   Plan
                           increasing  the number of shares of Common  Stock for
                           Awards  by  300,000  shares  to a total of  2,300,000
                           shares (incorporated by reference to Exhibit 10.13 of
                           the  Registrant's  Annual  Report on Form10-K for the
                           fiscal year ended December 28, 1997).

   4.4                     Amendment   to  the  1995   Equity   Incentive   Plan
                           increasing  the  number of  shares  of  Common  Stock
                           available  for Awards by 1,300,000  shares to a total
                           of  3,600,000  shares  (incorporated  by reference to
                           Exhibit 99 of the  Registrant's  Proxy  Statement  on
                           Form 14A on April 6, 1999).

   4.5                     1999 Employee  Incentive Plan establishing the number
                           of  shares  of Common  Stock  available  for grant at
                           333,000 shares.

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

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

   23.2                    Consent of Deloitte & Touche LLP.

   24                      Powers of Attorney  (included  in  signature  page of
                           Registration Statement).
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 22651}]
{"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": "333-95705", "film-number": "517050"}, "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 January 28, 2000

                                                      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 character)

                       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
   (Address, including zip code, of Registrant's principal executive offices)

            APPLEBEE'S INTERNATIONAL, INC. 1995 EQUITY INCENTIVE PLAN

           APPLEBEE'S INTERNATIONAL, INC. 1999 EMPLOYEE INCENTIVE PLAN

   Lloyd L. Hill                         copy to:
   Chief Executive Officer               Shari L. Wright, Esq.
   Applebee's International, Inc.        Blackwell Sanders Matheny Weary &
   4551 West 107th Street, Suite 100     Lombardi LLP
   Overland Park, Kansas  66207          2300 Main Street, Suite 1100
   (913) 967-4000                        Kansas City, Missouri  64108
                                         (816) 983-8000

             (Name, address, telephone number, of agent for service)
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                                         Proposed maximum   Proposed maximum
                                                      Amount to be        offering price    aggregate offering       Amount of
        Title of securities to be registered           registered            per share            price           registration fee
================================================ ====================== ================== =================== =====================
Common Stock, par value $.01 per share             1,933,000 shares       $26.0625 (1)       $50,378,813 (1)         $13,300.01
================================================ ====================== ================== =================== =====================
(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h), based on the average of the high and low prices of
     the  Registrant's  Common  Stock as listed on the  NASDAQ  Stock  Market on
     January 26, 2000.
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  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 27, 1998;

         2.       The Company's  Quarterly Reports on Form 10-Q for the quarters
                  ended March 28, 1999, June 27, 1999 and September 26, 1999;

         3.       The Company's  Reports on Form 8-K filed on February 10, 1999,
                  February  23,  1999,   February  25,  1999,  April  27,  1999,
                  September 29, 1999 and December 29, 1999;

         4.       The Company's  Definitive  Proxy  Statements on Form 14A filed
                  March 28, 1997 and April 6, 1999; and

         5.       The description of the Company's Common Stock set forth in the
                  Form 8-A Registration Statement effective September 27, 1989.

         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.

         Any statement  contained in a report or other document  incorporated by
reference  herein shall be deemed to be modified or superseded  for all purposes
of this Registration  Statement to the extent that a statement contained herein,
or in any  other  subsequently  filed  report  or other  document  that  also is
incorporated by reference  herein,  modifies or supersedes  such statement.  Any
such  statements  so modified or  superseded  shall not be deemed,  except as so
modified or  superseded,  to  constitute  part of this  Registration  Statement.
Certain   statements   contained  herein  and  in  the  related   prospectus  or
incorporated  by  reference  herein  or in  the  related  prospectus  constitute
forward-looking  statements  as  such  term is  defined  in  Section  27A of the
Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the
Exchange Act. Certain factors discussed herein and in the related  prospectus or
in the  Company's  Exchange Act filings with the  Commission  could cause actual
results to differ materially from those in the forward-looking statements.

Item 4: Description of Securities

         Not applicable.

Item 5: Interests of Named Experts and Counsel

         Not applicable.

                                      II-1
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, 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.

        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 DGCL,  including liability arising under
        the  securities  laws.  Section 145 permits a  corporation  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,  threatened 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   corporation's   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  judged   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 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).

                                      II-2
4.3       Amendment to the 1995 Equity  Incentive  Plan  increasing  the
                  number  of  shares of Common  Stock  available  for  Awards by
                  300,000 shares to a total of 2,300,000 shares (incorporated by
                  reference to Exhibit 10.13 of the  Registrant's  Annual Report
                  on Form 10-K for the fiscal year ended December 28, 1997).

        4.4       Amendment to the 1995 Equity  Incentive  Plan  increasing  the
                  number  of  shares of Common  Stock  available  for  Awards by
                  1,300,000 shares to a total of 3,600,000 shares  (incorporated
                  by reference to Exhibit 99 of the Registrant's Proxy Statement
                  on Form 14A filed on April 6, 1999).

        4.5       1999 Employee Incentive Plan establishing the number of shares
                  of Common Stock available for grant at 333,000 shares.

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

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

        23.2      Consent of Deloitte & Touche LLP.

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

Item 9: Undertakings

Rule 415 Offering.

        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;

                                      II-3
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 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.

        (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 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 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.

Form S-8 Registration Statement.

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.

                                      II-4
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 January 28, 2000.

                                     APPLEBEE'S INTERNATIONAL, INC.
                                     (Registrant)

                                     By: /s/ Lloyd L. Hill
                                     Lloyd L. Hill
                                     Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS,  that we, the undersigned  directors of
Applebee's  International,  Inc., hereby severally  constitute Lloyd L. Hill and
Robert T. Steinkamp, and each of them singly, our true and lawful attorneys with
full power to them, and each of them singly,  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 and Chief Executive Officer     January 28, 2000
Lloyd L. Hill          (principal executive officer)

/s/George D. Shadid    Director, Executive Vice President and   January 28, 2000
George D. Shadid       Chief Financial Officer
                       (principal financial officer)

/s/Mark A. Peterson    Vice President and Controller            January 28, 2000
Mark A. Peterson       (principal accounting officer)

/s/Abe J. Gustin, Jr.  Director, Chairman of the Board          January 28, 2000
Abe J. Gustin, Jr.

                                      II-5
/s/Erline Belton       Director                                 January 28, 2000
Erline Belton

/s/Douglas R. Conant   Director                                 January 28, 2000
Douglas R. Conant

/s/D. Patrick Curran   Director                                 January 28, 2000
D. Patrick Curran

/s/Eric L. Hansen      Director                                 January 28, 2000
Eric L. Hansen

/s/ Mark S. Hansen     Director                                 January 28, 2000
Mark S. Hansen

/s/Jack P. Helms       Director                                 January 28, 2000
Jack P. Helms

/s/Burton M. Sack      Director                                 January 28, 2000
Burton M. Sack

                                      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  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).

   4.3                     Amendment   to  the  1995   Equity   Incentive   Plan
                           increasing  the number of shares of Common  Stock for
                           Awards  by  300,000  shares  to a total of  2,300,000
                           shares (incorporated by reference to Exhibit 10.13 of
                           the  Registrant's  Annual  Report on Form10-K for the
                           fiscal year ended December 28, 1997).

   4.4                     Amendment   to  the  1995   Equity   Incentive   Plan
                           increasing  the  number of  shares  of  Common  Stock
                           available  for Awards by 1,300,000  shares to a total
                           of  3,600,000  shares  (incorporated  by reference to
                           Exhibit 99 of the  Registrant's  Proxy  Statement  on
                           Form 14A on April 6, 1999).

   4.5                     1999 Employee  Incentive Plan establishing the number
                           of  shares  of Common  Stock  available  for grant at
                           333,000 shares.

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

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

   23.2                    Consent of Deloitte & Touche LLP.

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