As filed with the Securities and Exchange Commission on June 8, 2007

                                                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. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                 David L. Goebel
                             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
                                 Plaza Colonnade
                          4801 Main Street, Suite 1000
                           Kansas City, Missouri 64112
                                 (816) 983-8000

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
                                                                     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    registration fee
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
<S>                                              <C>                <C>                 <C>                <C>
Common Stock, par value $.01 per share                500,000            $ 25.88          $ 12,940,000         $ 397.26
------------------------------------------------ ------------------ ------------------- ------------------ ------------------

<FN>
(1)  The 500,000 shares of Common Stock being  registered are issuable under the
     Employee  Stock  Purchase Plan ("Plan") of Applebee's  International,  Inc.
     ("Company"),  and  represent  increases  under  the  plan  approved  at the
     Company's  most recent annual  stockholders'  meeting held on May 25, 2007.
     This Registration  Statement shall also be deemed to register and cover any
     additional  shares  of  Common  Stock  that may be  issued  under  the Plan
     pursuant to the Plan's anti-dilution  provisions as the result of any stock
     split, stock dividend or similar transaction.

(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 Company's  Common Stock as listed on the Nasdaq Stock Market on June
     5, 2007.
</FN>
</TABLE>

<PAGE>



                                EXPLANATORY NOTE

     This Form S-8 is being filed for the purpose of  registering  an additional
500,000  shares of Common Stock,  par value $0.01 per share,  of the Company for
issuance under the Plan. Such Common Stock are additional securities of the same
class as other securities for which previous registration statements on Form S-8
were filed with the  Securities  and  Exchange  Commission  (the  "Commission").
Pursuant to General  Instruction  E of Form S-8, the  contents of the  following
previously  filed  registration  statements and amendments are  incorporated  by
reference  herein,  except  for  Items  3,  5 and  8 of  such  previously  filed
registration  statements,  which are replaced and superseded with the Items 3, 5
and 8 set forth in this Registration Statement:

     Registration  Statement  on Form S-8 filed by the Company on  December  13,
     1996, as amended by Post-Effective  Amendment No. 1 filed by the Company on
     March 12, 2004 (No. 333-17823);

     Registration Statement on Form S-8 filed by the Company on October 1, 2001,
     as amended by Post-Effective  Amendment No. 1 filed by the Company on March
     12, 2004 (No. 333-70656); and

     Registration  Statement  on Form S-8 filed by the  Company on May 16,  2005
     (No. 333-124967).


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following  documents  filed with the  Commission  by the  Company  are
incorporated in this Registration Statement on Form S-8 by reference:

1.   The Company's Annual Report on Form 10-K for the fiscal year ended December
     31, 2006;

2.   The Company's  Quarterly Report on Form 10-Q for the quarter ended April 1,
     2007;

3.   All  other  reports  filed  pursuant  to  Section  13(a)  or  15(d)  of the
     Securities  Exchange  Act of 1934,  as amended,  since  December  31, 2006,
     except for  information  furnished under Current Reports on 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,  and any  further
     amendment or report filed for the purpose of updating such description.

     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.

                                       1.
<PAGE>
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.  Ms.
Tilden owns 24,792 shares of Common Stock and holds  options to purchase  80,999
shares of Common  Stock,  and stock  appreciation  rights with respect to 10,000
shares of Common Stock.

Item 8.   Exhibits.

      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).


                                       2.
<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 June 8, 2007.



                         APPLEBEE'S INTERNATIONAL, INC.


                                                By:   /s/ David L. Goebel
                                                   ------------------------
                                                   David L. Goebel
                                                   Chief Executive Officer


     KNOW ALL MEN BY THESE  PRESENTS,  that we,  the  undersigned  officers  and
directors of Applebee's  International,  Inc., hereby severally constitute David
L.  Goebel 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/ David L. Goebel                             Director, Chief Executive Officer              June 8, 2007
------------------------------------
         David L. Goebel

 /s/ Steven K. Lumpkin                       Director, Executive Vice President, Chief          June 8, 2007
------------------------------------       Financial and Strategy Officer and Treasurer
         Steven K. Lumpkin                        (Principal Financial Officer)


 /s/ Beverly O. Elving                             Vice President and Controller                June 8, 2007
------------------------------------
         Beverly O. Elving

 /s/ Lloyd L. Hill                                Director, Chairman of the Board               June 8, 2007
------------------------------------
         Lloyd L. Hill

 /s/ Erline Belton                                            Director                          June 8, 2007
------------------------------------
         Erline Belton

 /s/ Gina Boswell                                             Director                          June 8, 2007
------------------------------------
         Gina Boswell

                                       3.
<PAGE>

 /s/ Richard C. Breeden                                       Director                          June 8, 2007
------------------------------------
         Richard C. Breeden


 /s/ Douglas R. Conant                                        Director                          June 8, 2007
------------------------------------
         Douglas R. Conant


 /s/ D. Patrick Curran                                        Director                          June 8, 2007
------------------------------------
         D. Patrick Curran


 /s/ Eric L. Hansen                                           Director                          June 8, 2007
------------------------------------
         Eric L. Hansen


 /s/ Laurence E. Harris                                       Director                          June 8, 2007
------------------------------------
         Laurence E. Harris

 /s/ Jack P. Helms                                            Director                          June 8, 2007
------------------------------------
         Jack P. Helms


 /s/ Rogelio Rebolledo                                        Director                          June 8, 2007
------------------------------------
         Rogelio Rebolledo


 /s/ Burton M. Sack                                           Director                          June 8, 2007
------------------------------------
         Burton M. Sack


 /s/ Michael A. Volkema                                       Director                          June 8, 2007
------------------------------------
         Michael A. Volkema

</TABLE>





                                       4.
<PAGE>




                                Index of Exhibits

         Exhibit
         Number       Document


         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).




                                       5.
[{"type": "S-8", "sequence": "1", "filename": "espps8.txt", "description": "AII ESPP", "secsgml_size_bytes": 13080}]
{"company-data": {"conformed-name": "APPLEBEES INTERNATIONAL INC", "cik": "0000853665", "assigned-sic": "5812", "irs-number": "431461763", "state-of-incorporation": "DE", "fiscal-year-end": "1230"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-143609", "film-number": "07909860"}, "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 June 8, 2007

                                                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. EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the plan)

                                 David L. Goebel
                             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
                                 Plaza Colonnade
                          4801 Main Street, Suite 1000
                           Kansas City, Missouri 64112
                                 (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    registration fee
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
Common Stock, par value $.01 per share                500,000            $ 25.88          $ 12,940,000         $ 397.26
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
(1)  The 500,000 shares of Common Stock being  registered are issuable under the
     Employee  Stock  Purchase Plan ("Plan") of Applebee's  International,  Inc.
     ("Company"),  and  represent  increases  under  the  plan  approved  at the
     Company's  most recent annual  stockholders'  meeting held on May 25, 2007.
     This Registration  Statement shall also be deemed to register and cover any
     additional  shares  of  Common  Stock  that may be  issued  under  the Plan
     pursuant to the Plan's anti-dilution  provisions as the result of any stock
     split, stock dividend or similar transaction.

(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 Company's  Common Stock as listed on the Nasdaq Stock Market on June
     5, 2007.
EXPLANATORY NOTE

     This Form S-8 is being filed for the purpose of  registering  an additional
500,000  shares of Common Stock,  par value $0.01 per share,  of the Company for
issuance under the Plan. Such Common Stock are additional securities of the same
class as other securities for which previous registration statements on Form S-8
were filed with the  Securities  and  Exchange  Commission  (the  "Commission").
Pursuant to General  Instruction  E of Form S-8, the  contents of the  following
previously  filed  registration  statements and amendments are  incorporated  by
reference  herein,  except  for  Items  3,  5 and  8 of  such  previously  filed
registration  statements,  which are replaced and superseded with the Items 3, 5
and 8 set forth in this Registration Statement:

     Registration  Statement  on Form S-8 filed by the Company on  December  13,
     1996, as amended by Post-Effective  Amendment No. 1 filed by the Company on
     March 12, 2004 (No. 333-17823);

     Registration Statement on Form S-8 filed by the Company on October 1, 2001,
     as amended by Post-Effective  Amendment No. 1 filed by the Company on March
     12, 2004 (No. 333-70656); and

     Registration  Statement  on Form S-8 filed by the  Company on May 16,  2005
     (No. 333-124967).

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following  documents  filed with the  Commission  by the  Company  are
incorporated in this Registration Statement on Form S-8 by reference:

1.   The Company's Annual Report on Form 10-K for the fiscal year ended December
     31, 2006;

2.   The Company's  Quarterly Report on Form 10-Q for the quarter ended April 1,
     2007;

3.   All  other  reports  filed  pursuant  to  Section  13(a)  or  15(d)  of the
     Securities  Exchange  Act of 1934,  as amended,  since  December  31, 2006,
     except for  information  furnished under Current Reports on 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,  and any  further
     amendment or report filed for the purpose of updating such description.

     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.

                                       1.
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.  Ms.
Tilden owns 24,792 shares of Common Stock and holds  options to purchase  80,999
shares of Common  Stock,  and stock  appreciation  rights with respect to 10,000
shares of Common Stock.

Item 8.   Exhibits.

      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).

                                       2.
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 June 8, 2007.

                         APPLEBEE'S INTERNATIONAL, INC.

                                                By:   /s/ David L. Goebel
                                                   ------------------------
                                                   David L. Goebel
                                                   Chief Executive Officer

     KNOW ALL MEN BY THESE  PRESENTS,  that we,  the  undersigned  officers  and
directors of Applebee's  International,  Inc., hereby severally constitute David
L.  Goebel 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/ David L. Goebel                             Director, Chief Executive Officer              June 8, 2007
------------------------------------
         David L. Goebel

 /s/ Steven K. Lumpkin                       Director, Executive Vice President, Chief          June 8, 2007
------------------------------------       Financial and Strategy Officer and Treasurer
         Steven K. Lumpkin                        (Principal Financial Officer)

 /s/ Beverly O. Elving                             Vice President and Controller                June 8, 2007
------------------------------------
         Beverly O. Elving

 /s/ Lloyd L. Hill                                Director, Chairman of the Board               June 8, 2007
------------------------------------
         Lloyd L. Hill

 /s/ Erline Belton                                            Director                          June 8, 2007
------------------------------------
         Erline Belton

 /s/ Gina Boswell                                             Director                          June 8, 2007
------------------------------------
         Gina Boswell

                                       3.
/s/ Richard C. Breeden                                       Director                          June 8, 2007
------------------------------------
         Richard C. Breeden

 /s/ Douglas R. Conant                                        Director                          June 8, 2007
------------------------------------
         Douglas R. Conant

 /s/ D. Patrick Curran                                        Director                          June 8, 2007
------------------------------------
         D. Patrick Curran

 /s/ Eric L. Hansen                                           Director                          June 8, 2007
------------------------------------
         Eric L. Hansen

 /s/ Laurence E. Harris                                       Director                          June 8, 2007
------------------------------------
         Laurence E. Harris

 /s/ Jack P. Helms                                            Director                          June 8, 2007
------------------------------------
         Jack P. Helms

 /s/ Rogelio Rebolledo                                        Director                          June 8, 2007
------------------------------------
         Rogelio Rebolledo

 /s/ Burton M. Sack                                           Director                          June 8, 2007
------------------------------------
         Burton M. Sack

 /s/ Michael A. Volkema                                       Director                          June 8, 2007
------------------------------------
         Michael A. Volkema
4.
Index of Exhibits

         Exhibit
         Number       Document

         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).

                                       5.