As filed with the Securities and Exchange Commission on October 1, 2001
                                                      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, Suite 100
                           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)

                                  Lloyd L. Hill
                             Chief Executive Officer
                         Applebee's International, Inc.
                        4551 West 107th Street, Suite 100
                           Overland Park, Kansas 66207
                                 (913) 967-4000

            (Name, address and telephone number of agent for service)

                                    Copy to:
                              Shari L. Wright, Esq.
                       Blackwell Sanders Peper Martin LLP
                               Two Pershing Square
                          2300 Main Street, Suite 1000
                           Kansas City, Missouri 64108
                                 (816) 983-8000
<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
                                                                     Proposed maximum   Proposed maximum
                                                   Amount to be       offering price        aggregate          Amount of
     Title of securities to be registered           registered        per share (1)      offering price    registration fee
------------------------------------------------ ------------------ ------------------- ------------------ ------------------

<S>                                                  <C>                 <C>              <C>                 <C>
Common Stock, par value $.01 per share                300,000             $28.60           $8,580,000          $2,145.00
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
</TABLE>

(1)   Estimated  solely for the  purpose of  calculating  the  registration  fee
      pursuant  to Rule 457(h)  under the  Securities  Act of 1933.  The maximum
      offering  price  per  share is based  on the  average  of the high and low
      prices of the  Registrant's  Common  Stock as listed on the  NASDAQ  Stock
      Market on September 27, 2001.


                                       1
<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.

                                     Part II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3:  Incorporation of Documents by Reference

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

     1.   The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
          December 31, 2000;

     2.   The Company's  Quarterly  Reports on Form 10-Q for the quarters  ended
          April 1, 2001 and July 1, 2001;

     3.   The Company's Reports on Form 8-K filed on January 17, 2001,  February
          7, 2001,  February 13, 2001,  February 15, 2001,  May 3, 2001, May 10,
          2001, June 6, 2001, July 25, 2001,  August 2, 2001, August 8, 2001 and
          August 29, 2001;

     4.   The Company's  Definitive Proxy Statement on Form 14-A filed April 10,
          2001;

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

     6.   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.

     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 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.

                                       2
<PAGE>

Item 5:  Interests of Named Experts and Counsel

     Robert T.  Steinkamp,  General  Counsel and Secretary of the Company,  will
issue an opinion as to the legality of the securities registered hereunder.  Mr.
Steinkamp  owns 37,144 shares of Common Stock and has vested options to purchase
6,235 additional shares of Common Stock.

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).

                                       3
<PAGE>


         4.3      Employee  Stock  Purchase  Plan, as amended  (incorporated  by
                  reference to Exhibit 10.10 of the  Registrant's  Annual Report
                  on Form 10-K for the fiscal year ended December 31, 2000).

         4.4      Second   Amendment  to  the  Employee   Stock   Purchase  Plan
                  increasing the number of shares to a total of 600,000 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.

         24.1     Power  of  Attorney  (included  in the  signature  page to the
                  Registration Statement).

Item 9:  Undertakings

         The undersigned Company hereby undertakes:

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

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

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

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

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

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

                                       4
<PAGE>



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

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

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


                                       5
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Overland Park, State of Kansas, on October 1, 2001.

                                          APPLEBEE'S INTERNATIONAL, INC.


                                      By:
                                         ---------------------------------------
                                         Lloyd L. Hill
                                         Chariman and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS,  that we, the undersigned  officers and
directors of Applebee's  International,  Inc., hereby severally constitute Lloyd
L. Hill and 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:

<TABLE>
<CAPTION>

     Signature                                   Title                                    Date
----------------------            -----------------------------------               ----------------

<S>                              <C>                                               <C>

----------------------            Director, Chairman of the Board and               October 1, 2001
Lloyd L. Hill                           Chief Executive Officer
                                     (Principal Executive Officer)


                                  Director, Executive Vice President                October 1, 2001
----------------------               and Chief Financial Officer
George D. Shadid                    (Principal Financial Officer)



                                     Vice President and Controller                  October 1, 2001
----------------------               (Principal Accounting Officer)
Mark A. Peterson


                                               Director                             October 1, 2001
----------------------
Erline Belton


                                               Director                             October 1, 2001
----------------------
Douglas R. Conant


                                               Director                             October 1, 2001
----------------------
D. Patrick Curran

                                       6
<PAGE>

                                               Director                             October 1, 2001
----------------------
Eric L. Hansen


                                               Director                             October 1, 2001
----------------------
Mark S. Hansen


                                               Director                             October 1, 2001
----------------------
Jack P. Helms


                                               Director                             October 1, 2001
----------------------
Burton M. Sack

</TABLE>

                                       7
<PAGE>


                                Index of Exhibits

       Exhibit
       Number     Document

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

         4.2       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       Employee  Stock Purchase  Plan, as amended  (incorporated  by
                   reference to Exhibit 10.10 of the Registrant's  Annual Report
                   on Form 10-K for the fiscal year ended December 31, 2001).

         4.4       Second   Amendment  to  the  Employee   Stock  Purchase  Plan
                   increasing the number of shares to a total of 600,000 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.

         24.1      Power of  Attorney  (included  in the  signature  page to the
                   Registration Statement).

                                       8
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "espps8.txt", "description": "S-8 FOR EMPLOYEE STOCK PURCAHSE PLAN", "secsgml_size_bytes": 22501}]
{"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": "333-70656", "film-number": "1750120"}, "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 October 1, 2001
                                                      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, Suite 100
                           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)

                                  Lloyd L. Hill
                             Chief Executive Officer
                         Applebee's International, Inc.
                        4551 West 107th Street, Suite 100
                           Overland Park, Kansas 66207
                                 (913) 967-4000

            (Name, address and telephone number of agent for service)

                                    Copy to:
                              Shari L. Wright, Esq.
                       Blackwell Sanders Peper Martin LLP
                               Two Pershing Square
                          2300 Main Street, Suite 1000
                           Kansas City, Missouri 64108
                                 (816) 983-8000
CALCULATION OF REGISTRATION FEE
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
                                                                     Proposed maximum   Proposed maximum
                                                   Amount to be       offering price        aggregate          Amount of
     Title of securities to be registered           registered        per share (1)      offering price    registration fee
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
Common Stock, par value $.01 per share                300,000             $28.60           $8,580,000          $2,145.00
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
(1)   Estimated  solely for the  purpose of  calculating  the  registration  fee
      pursuant  to Rule 457(h)  under the  Securities  Act of 1933.  The maximum
      offering  price  per  share is based  on the  average  of the high and low
      prices of the  Registrant's  Common  Stock as listed on the  NASDAQ  Stock
      Market on September 27, 2001.

                                       1
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 SEC by  Applebee's  International,
Inc. (the "Company") are incorporated in this Registration Statement on Form S-8
(the "Registration Statement") by reference:

     1.   The  Company's  Annual  Report on Form 10-K for the fiscal  year ended
          December 31, 2000;

     2.   The Company's  Quarterly  Reports on Form 10-Q for the quarters  ended
          April 1, 2001 and July 1, 2001;

     3.   The Company's Reports on Form 8-K filed on January 17, 2001,  February
          7, 2001,  February 13, 2001,  February 15, 2001,  May 3, 2001, May 10,
          2001, June 6, 2001, July 25, 2001,  August 2, 2001, August 8, 2001 and
          August 29, 2001;

     4.   The Company's  Definitive Proxy Statement on Form 14-A filed April 10,
          2001;

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

     6.   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.

     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 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.

                                       2
Item 5:  Interests of Named Experts and Counsel

     Robert T.  Steinkamp,  General  Counsel and Secretary of the Company,  will
issue an opinion as to the legality of the securities registered hereunder.  Mr.
Steinkamp  owns 37,144 shares of Common Stock and has vested options to purchase
6,235 additional shares of Common Stock.

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).

                                       3
4.3      Employee  Stock  Purchase  Plan, as amended  (incorporated  by
                  reference to Exhibit 10.10 of the  Registrant's  Annual Report
                  on Form 10-K for the fiscal year ended December 31, 2000).

         4.4      Second   Amendment  to  the  Employee   Stock   Purchase  Plan
                  increasing the number of shares to a total of 600,000 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.

         24.1     Power  of  Attorney  (included  in the  signature  page to the
                  Registration Statement).

Item 9:  Undertakings

         The undersigned Company hereby undertakes:

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

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

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

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

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

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

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

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

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

                                       5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Overland Park, State of Kansas, on October 1, 2001.

                                          APPLEBEE'S INTERNATIONAL, INC.

                                      By:
                                         ---------------------------------------
                                         Lloyd L. Hill
                                         Chariman and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS,  that we, the undersigned  officers and
directors of Applebee's  International,  Inc., hereby severally constitute Lloyd
L. Hill and 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
----------------------            -----------------------------------               ----------------
----------------------            Director, Chairman of the Board and               October 1, 2001
Lloyd L. Hill                           Chief Executive Officer
                                     (Principal Executive Officer)

                                  Director, Executive Vice President                October 1, 2001
----------------------               and Chief Financial Officer
George D. Shadid                    (Principal Financial Officer)

                                     Vice President and Controller                  October 1, 2001
----------------------               (Principal Accounting Officer)
Mark A. Peterson

                                               Director                             October 1, 2001
----------------------
Erline Belton

                                               Director                             October 1, 2001
----------------------
Douglas R. Conant

                                               Director                             October 1, 2001
----------------------
D. Patrick Curran

                                       6
Director                             October 1, 2001
----------------------
Eric L. Hansen

                                               Director                             October 1, 2001
----------------------
Mark S. Hansen

                                               Director                             October 1, 2001
----------------------
Jack P. Helms

                                               Director                             October 1, 2001
----------------------
Burton M. Sack
7
Index of Exhibits

       Exhibit
       Number     Document

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

         4.2       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       Employee  Stock Purchase  Plan, as amended  (incorporated  by
                   reference to Exhibit 10.10 of the Registrant's  Annual Report
                   on Form 10-K for the fiscal year ended December 31, 2001).

         4.4       Second   Amendment  to  the  Employee   Stock  Purchase  Plan
                   increasing the number of shares to a total of 600,000 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.

         24.1      Power of  Attorney  (included  in the  signature  page to the
                   Registration Statement).

                                       8