As filed with the Securities and Exchange Commission on May 9, 2002

                                                        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. 1999 EMPLOYEE INCENTIVE 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                600,000             $39.80           $23,880,000         $2,196.96
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
</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 May 2, 2002.



                                       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 30, 2001;

         2.   The Company's  Quarterly Report on Form 10-Q for the quarter ended
              March 31, 2002;

         3.   The  Company's  Reports  on Form 8-K filed on  January  17,  2002,
              January 18, 2002,  February 8, 2002,  February 13, 2002,  February
              27,  2002,  April 11, 2002,  April 25,  2002,  April 30, 2002  and
              May 9, 2002;

         4.   The Company's  Definitive Proxy Statement on Form 14-A filed April
              9, 2002; and

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

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the "Exchange Act"),  prior to the filing of a  post-effective  amendment which
indicates  that  all  securities  offered  hereunder  have  been  sold or  which
deregisters all of the securities offered then remaining unsold, shall be deemed
to be incorporated  herein by reference and to be a part hereof from the date of
filing of such documents.

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reference  herein shall be deemed to be modified or superseded  for all purposes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such  statements  so modified or  superseded  shall not be deemed,  except as so
modified or  superseded,  to  constitute  part of this  Registration  Statement.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

Item 4: Description of Securities

         Not applicable.

Item 5:   Interests of Named Experts and Counsel

         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  35,069  shares of Common  Stock  and has no vested  options  to
purchase additional shares of Common Stock.

                                       2
<PAGE>



Item 6:   Indemnification of Directors and Officers

         The Company has entered into  indemnification  agreements  with certain
officers  and  directors  of the Company.  Under these  agreements,  the Company
agrees to hold  harmless and  indemnify  each  indemnitee  generally to the full
extent  permitted by Section 145 of the Delaware  General  Corporation  Law (the
"DGCL")  and  against  any  and all  liabilities,  expenses,  judgments,  fines,
penalties  and costs in  connection  with any  threatened,  pending or completed
action,  suit  or  proceeding,   whether  civil,  criminal,   administrative  or
investigative to which the indemnitee is made a party by reason of the fact that
the  indemnitee  has,  is or at the time  becomes a  director  or officer of the
Company or any other entity at the request of the Company.  The  indemnity  does
not cover liability  arising out of fraudulent  acts,  deliberate  dishonesty or
willful  misconduct,  violations  of  certain  securities  laws,  or if a  court
determines that such indemnification is not lawful.

         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,
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,  as  amended  (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 and Exhibit 4.1
              of the  Registrant's  Quarterly  Report  on 10-Q  for  the  fiscal
              quarter ended June 27, 1999).

       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    1999 Employee Incentive Plan (incorporated by reference to Exhibit
              10.11  of the  Registrant's  Annual  Report  on Form  10-K for the
              fiscal year ended December 30, 2001).

       4.4    Amendments to the 1999 Employee Incentive Plan.

                                       3
<PAGE>


       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.

         (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.


                                       4
<PAGE>


         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 May 9, 2002.

                                   APPLEBEE'S INTERNATIONAL, INC.


                                By:
                                   -------------------------------------
                                   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 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>

                                                    Chairman of the Board and                  May 9, 2002
------------------------------------                 Chief Executive Officer                  -------------
             Lloyd L. Hill                        (Principal Executive Officer)



                                                  Executive Vice President and                 May 9, 2002
------------------------------------                Chief  Financial Officer                  -------------
           Steven K. Lumpkin                   (Principal Financial and Accounting
                                                Officer)



                                                Director, Executive Vice President             May 9, 2002
------------------------------------               And Chief Operating Officer                -------------
           George D. Shadid


                                                            Director                           May 9, 2002
------------------------------------                                                          -------------
             Erline Belton


                                       6
<PAGE>

                                                            Director                           May 9, 2002
------------------------------------                                                          -------------
           Douglas R. Conant


                                                            Director                           May 9, 2002
------------------------------------                                                          -------------
           D. Patrick Curran


                                                            Director                           May 9, 2002
------------------------------------                                                          -------------
            Eric L. Hansen


                                                            Director                           May 9, 2002
------------------------------------                                                          -------------
            Mark S. Hansen


                                                            Director                           May 9, 2002
------------------------------------                                                          -------------
             Jack P. Helms


                                                            Director                           May 9, 2002
------------------------------------                                                          -------------
            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,  as  amended  (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 and Exhibit 4.1
              of the  Registrant's  Quarterly  Report  on 10-Q  for  the  fiscal
              quarter ended June 27, 1999).

       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    1999 Employee  Incentive Plan establishing the number of shares of
              Common Stock  available for grant at 333,000 shares  (incorporated
              by reference to Exhibit 10.11 of the Registrant's Annual Report on
              Form 10-K for the fiscal year ended December 30, 2001).

       4.4    Amendments to the 1999 Employee Incentive Plan.

       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
[{"type": "S-8", "sequence": "1", "filename": "empincplans8.txt", "description": "S-8 FOR 1999 EMPLOYEE INCENTIVE PLAN", "secsgml_size_bytes": 23120}]
{"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": "333-87890", "film-number": "02639555"}, "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 9, 2002

                                                        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. 1999 EMPLOYEE INCENTIVE 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                600,000             $39.80           $23,880,000         $2,196.96
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
(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 May 2, 2002.

                                       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 30, 2001;

         2.   The Company's  Quarterly Report on Form 10-Q for the quarter ended
              March 31, 2002;

         3.   The  Company's  Reports  on Form 8-K filed on  January  17,  2002,
              January 18, 2002,  February 8, 2002,  February 13, 2002,  February
              27,  2002,  April 11, 2002,  April 25,  2002,  April 30, 2002  and
              May 9, 2002;

         4.   The Company's  Definitive Proxy Statement on Form 14-A filed April
              9, 2002; and

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

         All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the "Exchange Act"),  prior to the filing of a  post-effective  amendment which
indicates  that  all  securities  offered  hereunder  have  been  sold or  which
deregisters all of the securities offered then remaining unsold, shall be deemed
to be incorporated  herein by reference and to be a part hereof from the date of
filing of such documents.

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

Item 4: Description of Securities

         Not applicable.

Item 5:   Interests of Named Experts and Counsel

         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  35,069  shares of Common  Stock  and has no vested  options  to
purchase additional shares of Common Stock.

                                       2
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.

         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,
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,  as  amended  (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 and Exhibit 4.1
              of the  Registrant's  Quarterly  Report  on 10-Q  for  the  fiscal
              quarter ended June 27, 1999).

       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    1999 Employee Incentive Plan (incorporated by reference to Exhibit
              10.11  of the  Registrant's  Annual  Report  on Form  10-K for the
              fiscal year ended December 30, 2001).

       4.4    Amendments to the 1999 Employee Incentive Plan.

                                       3
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.

         (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.

                                       4
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 May 9, 2002.

                                   APPLEBEE'S INTERNATIONAL, INC.

                                By:
                                   -------------------------------------
                                   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 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
-------------------------------------         -------------------------------------           -------------
Chairman of the Board and                  May 9, 2002
------------------------------------                 Chief Executive Officer                  -------------
             Lloyd L. Hill                        (Principal Executive Officer)

                                                  Executive Vice President and                 May 9, 2002
------------------------------------                Chief  Financial Officer                  -------------
           Steven K. Lumpkin                   (Principal Financial and Accounting
                                                Officer)

                                                Director, Executive Vice President             May 9, 2002
------------------------------------               And Chief Operating Officer                -------------
           George D. Shadid

                                                            Director                           May 9, 2002
------------------------------------                                                          -------------
             Erline Belton

                                       6
Director                           May 9, 2002
------------------------------------                                                          -------------
           Douglas R. Conant

                                                            Director                           May 9, 2002
------------------------------------                                                          -------------
           D. Patrick Curran

                                                            Director                           May 9, 2002
------------------------------------                                                          -------------
            Eric L. Hansen

                                                            Director                           May 9, 2002
------------------------------------                                                          -------------
            Mark S. Hansen

                                                            Director                           May 9, 2002
------------------------------------                                                          -------------
             Jack P. Helms

                                                            Director                           May 9, 2002
------------------------------------                                                          -------------
            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,  as  amended  (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 and Exhibit 4.1
              of the  Registrant's  Quarterly  Report  on 10-Q  for  the  fiscal
              quarter ended June 27, 1999).

       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    1999 Employee  Incentive Plan establishing the number of shares of
              Common Stock  available for grant at 333,000 shares  (incorporated
              by reference to Exhibit 10.11 of the Registrant's Annual Report on
              Form 10-K for the fiscal year ended December 30, 2001).

       4.4    Amendments to the 1999 Employee Incentive Plan.

       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