As filed with the Securities and Exchange Commission on May 16, 2005

                                                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
  APPLEBEE'S INTERNATIONAL, INC. AMENDED AND RESTATED 1995 EQUITY INCENTIVE PLAN
                           (Full titles of the plans)

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

                                    Copy to:
                               James M. Ash, Esq.
                       Blackwell Sanders Peper Martin LLP
                                 Plaza Colonnade
                          4801 Main Street, Suite 1000
                           Kansas City, Missouri 64112
                                 (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 (1)      per share (2)      offering price    registration fee
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
<S>                                                 <C>                 <C>              <C>                 <C>
Common Stock, par value $.01 per share               4,500,000           $ 25.38          $ 114,210,000       $ 13,442.52
------------------------------------------------ ------------------ ------------------- ------------------ ------------------

<FN>

(1)      The 4,500,000  shares of Common Stock being  registered is comprised of
         500,000  shares  issuable  under the Employee  Stock  Purchase Plan and
         4,000,000  shares  issuable  under the Amended and Restated 1995 Equity
         Incentive Plan and  represents  increases  under the  respective  Plans
         approved at the Registrant's most recent annual  stockholders'  meeting
         held on May 12, 2005. This Registration  Statement shall also be deemed
         to cover any additional shares of Common Stock that may be issued under
         the Employee  Stock  Purchase  Plan or Amended and Restated 1995 Equity
         Incentive Plan as the result of any future stock split,  stock dividend
         or other anti-dilution provision.

(2)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rule 457(h) under the  Securities  Act of 1933. The maximum
         offering  price per share is based on the  average  of the high and low
         prices of the  Registrant's  Common Stock as listed on the Nasdaq Stock
         Market on May 10, 2005.

</FN>
</TABLE>

<PAGE>

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

     As  permitted  by the rules of the United  States  Securities  and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended, 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 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 26, 2004;

         2.   The Company's  Quarterly Report on Form 10-Q for the quarter ended
              March 27, 2005;

         3.   All other reports filed  pursuant to Section 13(a) or 15(d) of the
              Securities  Exchange Act of 1934, as amended,  since  December 26,
              2004,  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.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

     Rebecca R. Tilden, Vice President and General Counsel of the Company,  will
issue an opinion as to the legality of the securities registered hereunder.  Ms.
Tilden owns 1,278 shares of Common Stock and holds unvested  options to purchase
39,749 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 the  Delaware  General  Corporation  Law (the  "DGCL") and
against  any and  all  liabilities,  expenses,  judgments,  settlements,  fines,

                                       2
<PAGE>

damages,  penalties  and  costs  incurred  in  connection  with any  threatened,
pending, actual or completed inquiry,  interview,  investigation,  action, suit,
arbitration or other proceeding, whether civil, criminal,  administrative or any
other  type to which the  indemnitee  is made a party by reason of the fact that
the  indemnitee has been, is at the time or becomes a director or officer of the
Company or any other entity at the request of the Company.  The  indemnity  does
not cover liability  arising out of fraudulent  acts,  deliberate  dishonesty or
knowing misconduct.

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

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

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         4.1       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).

         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).

                                       3
<PAGE>

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.

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

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

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,

                                       4
<PAGE>

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





                                       5
<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Overland Park, State of Kansas, on May 16, 2005.

                         APPLEBEE'S INTERNATIONAL, INC.


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

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

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


<TABLE>
<CAPTION>

                Signature                                          Title                                Date

<S>                                             <C>                                                <C>
 /s/ Lloyd L. Hill                               Director, Chairman of the Board and Chief          May 16, 2005
------------------------------------                         Executive Officer
 Lloyd L. Hill                                         (Principal Executive Officer)


 /s/ Steven K. Lumpkin                           Director, Executive Vice President, Chief          May 16, 2005
------------------------------------                  Financial Officer and Treasurer
 Steven K. Lumpkin                                     (Principal Financial Officer)


 /s/ Beverly O. Elving                                 Vice President and Controller                May 16, 2005
------------------------------------                   (Principal Accounting Officer)
 Beverly O. Elving


 /s/ Erline Belton                                               Director                           May 16, 2005
------------------------------------
 Erline Belton


 /s/ Douglas R. Conant                                           Director                           May 16, 2005
------------------------------------
 Douglas R. Conant


                                       6
<PAGE>

 /s/ D. Patrick Curran                                           Director                           May 16, 2005
------------------------------------
 D. Patrick Curran


 /s/ Eric L. Hansen                                              Director                           May 16, 2005
------------------------------------
 Eric L. Hansen


 /s/ Jack P. Helms                                               Director                           May 16, 2005
------------------------------------
 Jack P. Helms


 /s/ Burton M. Sack                                              Director                           May 16, 2005
------------------------------------
 Burton M. Sack


 /s/ Michael A. Volkema                                          Director                           May 16, 2005
------------------------------------
 Michael A. Volkema


</TABLE>



                                       7
<PAGE>



                                Index of Exhibits

        Exhibit
        Number     Document


         4.1       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).

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

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

         23.2      Consent of Deloitte & Touche LLP.

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




                                       8
[{"type": "S-8", "sequence": "1", "filename": "may16s8.txt", "description": "S-8 FOR 95 AND ESPP SHARES.", "secsgml_size_bytes": 20075}]
{"company-data": {"conformed-name": "APPLEBEES INTERNATIONAL INC", "cik": "0000853665", "assigned-sic": "5812", "irs-number": "431461763", "state-of-incorporation": "DE", "fiscal-year-end": "1225"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-124967", "film-number": "05834442"}, "business-address": {"street1": "4551 W 107TH ST STE 100", "city": "OVERLAND PARK", "state": "KS", "zip": "66207", "phone": "9139674000"}, "mail-address": {"street1": "4551 W 107TH STREET", "street2": "SUITE 100", "city": "OVERLAND PARK", "state": "KS", "zip": "66207"}}
As filed with the Securities and Exchange Commission on May 16, 2005

                                                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
  APPLEBEE'S INTERNATIONAL, INC. AMENDED AND RESTATED 1995 EQUITY INCENTIVE PLAN
                           (Full titles of the plans)

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

                                    Copy to:
                               James M. Ash, Esq.
                       Blackwell Sanders Peper Martin LLP
                                 Plaza Colonnade
                          4801 Main Street, Suite 1000
                           Kansas City, Missouri 64112
                                 (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 (1)      per share (2)      offering price    registration fee
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
Common Stock, par value $.01 per share               4,500,000           $ 25.38          $ 114,210,000       $ 13,442.52
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
(1)      The 4,500,000  shares of Common Stock being  registered is comprised of
         500,000  shares  issuable  under the Employee  Stock  Purchase Plan and
         4,000,000  shares  issuable  under the Amended and Restated 1995 Equity
         Incentive Plan and  represents  increases  under the  respective  Plans
         approved at the Registrant's most recent annual  stockholders'  meeting
         held on May 12, 2005. This Registration  Statement shall also be deemed
         to cover any additional shares of Common Stock that may be issued under
         the Employee  Stock  Purchase  Plan or Amended and Restated 1995 Equity
         Incentive Plan as the result of any future stock split,  stock dividend
         or other anti-dilution provision.

(2)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant to Rule 457(h) under the  Securities  Act of 1933. The maximum
         offering  price per share is based on the  average  of the high and low
         prices of the  Registrant's  Common Stock as listed on the Nasdaq Stock
         Market on May 10, 2005.
Part I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     As  permitted  by the rules of the United  States  Securities  and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended, 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 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 26, 2004;

         2.   The Company's  Quarterly Report on Form 10-Q for the quarter ended
              March 27, 2005;

         3.   All other reports filed  pursuant to Section 13(a) or 15(d) of the
              Securities  Exchange Act of 1934, as amended,  since  December 26,
              2004,  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.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

     Rebecca R. Tilden, Vice President and General Counsel of the Company,  will
issue an opinion as to the legality of the securities registered hereunder.  Ms.
Tilden owns 1,278 shares of Common Stock and holds unvested  options to purchase
39,749 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 the  Delaware  General  Corporation  Law (the  "DGCL") and
against  any and  all  liabilities,  expenses,  judgments,  settlements,  fines,

                                       2
damages,  penalties  and  costs  incurred  in  connection  with any  threatened,
pending, actual or completed inquiry,  interview,  investigation,  action, suit,
arbitration or other proceeding, whether civil, criminal,  administrative or any
other  type to which the  indemnitee  is made a party by reason of the fact that
the  indemnitee has been, is at the time or becomes a director or officer of the
Company or any other entity at the request of the Company.  The  indemnity  does
not cover liability  arising out of fraudulent  acts,  deliberate  dishonesty or
knowing misconduct.

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

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

Item 7.  Exemption from Registration Claimed

         Not applicable.

Item 8.  Exhibits

         4.1       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).

         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).

                                       3
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.

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

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

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,

                                       4
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Company of expenses incurred or
paid  by a  director,  officer  or  controlling  person  of the  Company  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the Company  will,  unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       5
SIGNATURES

     Pursuant to the  requirements  of the  Securities  Act of 1933, the Company
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Overland Park, State of Kansas, on May 16, 2005.

                         APPLEBEE'S INTERNATIONAL, INC.

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

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

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated:
Signature                                          Title                                Date
/s/ Lloyd L. Hill                               Director, Chairman of the Board and Chief          May 16, 2005
------------------------------------                         Executive Officer
 Lloyd L. Hill                                         (Principal Executive Officer)

 /s/ Steven K. Lumpkin                           Director, Executive Vice President, Chief          May 16, 2005
------------------------------------                  Financial Officer and Treasurer
 Steven K. Lumpkin                                     (Principal Financial Officer)

 /s/ Beverly O. Elving                                 Vice President and Controller                May 16, 2005
------------------------------------                   (Principal Accounting Officer)
 Beverly O. Elving

 /s/ Erline Belton                                               Director                           May 16, 2005
------------------------------------
 Erline Belton

 /s/ Douglas R. Conant                                           Director                           May 16, 2005
------------------------------------
 Douglas R. Conant

                                       6
/s/ D. Patrick Curran                                           Director                           May 16, 2005
------------------------------------
 D. Patrick Curran

 /s/ Eric L. Hansen                                              Director                           May 16, 2005
------------------------------------
 Eric L. Hansen

 /s/ Jack P. Helms                                               Director                           May 16, 2005
------------------------------------
 Jack P. Helms

 /s/ Burton M. Sack                                              Director                           May 16, 2005
------------------------------------
 Burton M. Sack

 /s/ Michael A. Volkema                                          Director                           May 16, 2005
------------------------------------
 Michael A. Volkema
7
Index of Exhibits

        Exhibit
        Number     Document

         4.1       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).

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

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

         23.2      Consent of Deloitte & Touche LLP.

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

                                       8