As filed with the Securities and Exchange Commission on December 13, 1996
                                                 Registration No. 333-______


                       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
                                 (913) 967-4000
   (Address, including zip code, of Registrant's principal executive offices)

                         APPLEBEE'S INTERNATIONAL, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)
                                                             Copy to:
         Abe J. Gustin, Jr.                          Shari L. Wright, Esq.
       Chief Executive Officer                     Blackwell Sanders Matheny
    Applebee's International, Inc.                  Weary & Lombardi L.C.
  4551 West 107th Street, Suite 100                2300 Main Street, Suite 1100
   Overland Park, Kansas 66207                      Kansas City, Missouri 64108
         (913) 967-4000                                   (816) 274-6800
            (Name, address, telephone number, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                               Proposed            Proposed
                                              Amount            maximum             maximum
                                               to be         offering price    aggregate offering      Amount of
Title of securities to be registered        registered        per share (1)         price (1)       registration fee
====================================== ==================== ================ ===================== ==================
<S>                                    <C>                  <C>              <C>                   <C>
    Common Stock, $.01 Par Value        200,000 shares        $28.50          $5,700,000            $1,727.00
====================================== ==================== ================ ===================== ==================
</TABLE>

(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h), based on the average of the high and low prices of
     the  Registrant's  Common  Stock as listed on the  Nasdaq  Stock  Market on
     December 11, 1996.

<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.

                                      (i)
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3: Incorporation of Documents by Reference

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

1.   The Company's Annual Report on Form 10-K for the fiscal year ended December
     31, 1995.

2.   The Company's  Quarterly  Reports on Form 10-Q for the quarters ended March
     31, 1996, June 30, 1996 and September 29, 1996.

3.   The Company's  Current  Report on Form 8-K as filed with the  Commission on
     November 25, 1996.

4.   The  description of the Company's  Common Stock  contained in the Company's
     Registration Statement on Form 8-A effective September 27, 1989.

5.   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 with the Commission 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.


Item 4: Description of Securities

                    Not Applicable.


Item 5: Interests of Named Experts and Counsel

                    Not Applicable.

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


                                      II-1
<PAGE>

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,
administrative  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 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 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.


                                      II-2
<PAGE>

         23.3     Consent of Arthur Andersen LLP.

         23.4     Consent of Coopers & Lybrand L.L.P.

         24       See Page II-5 of Registration Statement for Power of Attorney.


Item 9: Undertakings

Rule 415 Offering.

         The 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 (the "Securities Act");

         (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;

         (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 by the Company  pursuant to Section 13 or
Section  15(d) of the  Exchange Act that are  incorporated  by reference in this
Registration Statement.

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

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

Incorporation of Subsequent Exchange Act Documents by Reference.

The Company hereby  undertakes  that, for purposes of determining  any liability
under the Securities Act, each filing of the Company's annual report pursuant to
Section  13(a) or Section  15(d) of the  Exchange  Act 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.


                                      II-3
<PAGE>

Form S-8 Registration Statement.

Insofar as indemnification  for liabilities arising under the Securities Act 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  Commission  such  indemnification  is against public
policy as expressed in the Securities 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  Securities
Act and will be governed by the final adjudication of such issue.




                                      II-4
<PAGE>



                                   SIGNATURES

Pursuant  to  the  requirements  of the  Securities  Act of  1933,  the  Compnay
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 December 13, 1996.



                                       APPLEBEE'S INTERNATIONAL, INC.
                                       By: /s/ Abe J. Gustin, Jr.
                                          ------------------------
                                           Abe J. Gustin, Jr.
                                           Chairman and Chief Executive Officer


                                POWER OF ATTORNEY

KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Abe J. Gustin,  Jr. and Robert T. Steinkamp,  and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file  the  same  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing  requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all  that  said  attorneys-in-fact  and  agents  or any of them or  their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.


Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities  indicated
on December 13, 1996.

    Signature                       Title                           Date



/s/  Abe J. Gustin, Jr.        Chairman of the Board,          December 13, 1996
-----------------------         Chief Executive
Abe J. Gustin, Jr.               Officer and Director
                                 (Principal Executive Officer)


/s/  George D. Shadid          Executive Vice President and    December 13, 1996
-----------------------         Chief Financial Officer
George D. Shadid                (Principal Financial Officer)


/s/ Mark A. Peterson           Vice President and Controller   December 13, 1996
-----------------------         (Principal Accounting Officer)
Mark A. Peterson                


                                      II-5
<PAGE>



/s/  D. Patrick Curran                                  Date:  December 13, 1996
-----------------------
D. Patrick Curran
Director

/s/  Eric L. Hansen                                     Date:  December 13, 1996
-----------------------
Eric L. Hansen
Director

/s/  Jack P. Helms                                      Date:  December 13, 1996
-----------------------
Jack P. Helms
Director

/s/  Kenneth D. Hill                                    Date:  December 13, 1996
-----------------------
Kenneth D. Hill
Director

/s/  Lloyd L. Hill                                      Date:  December 13, 1996
-----------------------
Lloyd L. Hill
Director

/s/  Robert A. Martin                                   Date:  December 13, 1996
-----------------------
Robert A. Martin
Director

/s/  Johyne H. Reck                                     Date:  December 13, 1996
-----------------------
Johyne H. Reck
Director

/s/  Burton M. Sack                                     Date:  December 13, 1996
-----------------------
Burton M. Sack
Director

/s/ Raymond D. Schoenbaum                               Date:  December 13, 1996
-----------------------
Raymond D. Schoenbaum
Director




                                      II-6
<PAGE>



                                  EXHIBIT INDEX

 EXHIBIT
 NUMBER           Description of Exhibit

    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 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 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.

    23.3          Consent of Arthur Andersen LLP.

    23.4          Consent of Coopers & Lybrand L.L.P.

    24            See Page II-5 of Registration Statement for Power of Attorney.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18780}]
{"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": "333-17823", "film-number": "96680526"}, "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 December 13, 1996
                                                 Registration No. 333-______

                       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
                                 (913) 967-4000
   (Address, including zip code, of Registrant's principal executive offices)

                         APPLEBEE'S INTERNATIONAL, INC.
                          EMPLOYEE STOCK PURCHASE PLAN
                            (Full title of the Plan)
                                                             Copy to:
         Abe J. Gustin, Jr.                          Shari L. Wright, Esq.
       Chief Executive Officer                     Blackwell Sanders Matheny
    Applebee's International, Inc.                  Weary & Lombardi L.C.
  4551 West 107th Street, Suite 100                2300 Main Street, Suite 1100
   Overland Park, Kansas 66207                      Kansas City, Missouri 64108
         (913) 967-4000                                   (816) 274-6800
            (Name, address, telephone number, of agent for service)

                         CALCULATION OF REGISTRATION FEE
Proposed            Proposed
                                              Amount            maximum             maximum
                                               to be         offering price    aggregate offering      Amount of
Title of securities to be registered        registered        per share (1)         price (1)       registration fee
====================================== ==================== ================ ===================== ==================
Common Stock, $.01 Par Value        200,000 shares        $28.50          $5,700,000            $1,727.00
====================================== ==================== ================ ===================== ==================
(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
     pursuant to Rule 457(h), based on the average of the high and low prices of
     the  Registrant's  Common  Stock as listed on the  Nasdaq  Stock  Market on
     December 11, 1996.
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.

                                      (i)
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3: Incorporation of Documents by Reference

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

1.   The Company's Annual Report on Form 10-K for the fiscal year ended December
     31, 1995.

2.   The Company's  Quarterly  Reports on Form 10-Q for the quarters ended March
     31, 1996, June 30, 1996 and September 29, 1996.

3.   The Company's  Current  Report on Form 8-K as filed with the  Commission on
     November 25, 1996.

4.   The  description of the Company's  Common Stock  contained in the Company's
     Registration Statement on Form 8-A effective September 27, 1989.

5.   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 with the Commission 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.

Item 4: Description of Securities

                    Not Applicable.

Item 5: Interests of Named Experts and Counsel

                    Not Applicable.

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

                                      II-1
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,
administrative  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 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 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.

                                      II-2
23.3     Consent of Arthur Andersen LLP.

         23.4     Consent of Coopers & Lybrand L.L.P.

         24       See Page II-5 of Registration Statement for Power of Attorney.

Item 9: Undertakings

Rule 415 Offering.

         The 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 (the "Securities Act");

         (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;

         (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 by the Company  pursuant to Section 13 or
Section  15(d) of the  Exchange Act that are  incorporated  by reference in this
Registration Statement.

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

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

Incorporation of Subsequent Exchange Act Documents by Reference.

The Company hereby  undertakes  that, for purposes of determining  any liability
under the Securities Act, each filing of the Company's annual report pursuant to
Section  13(a) or Section  15(d) of the  Exchange  Act 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.

                                      II-3
Form S-8 Registration Statement.

Insofar as indemnification  for liabilities arising under the Securities Act 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  Commission  such  indemnification  is against public
policy as expressed in the Securities 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  Securities
Act and will be governed by the final adjudication of such issue.

                                      II-4
SIGNATURES

Pursuant  to  the  requirements  of the  Securities  Act of  1933,  the  Compnay
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 December 13, 1996.

                                       APPLEBEE'S INTERNATIONAL, INC.
                                       By: /s/ Abe J. Gustin, Jr.
                                          ------------------------
                                           Abe J. Gustin, Jr.
                                           Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

KNOWN TO ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Abe J. Gustin,  Jr. and Robert T. Steinkamp,  and
each of them, his true and lawful attorney-in-fact and agent, with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file  the  same  with all
exhibits  thereto,  and  other  documents  in  connection  therewith,  with  the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing  requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all  that  said  attorneys-in-fact  and  agents  or any of them or  their or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed by the following  persons in the capacities  indicated
on December 13, 1996.

    Signature                       Title                           Date

/s/  Abe J. Gustin, Jr.        Chairman of the Board,          December 13, 1996
-----------------------         Chief Executive
Abe J. Gustin, Jr.               Officer and Director
                                 (Principal Executive Officer)

/s/  George D. Shadid          Executive Vice President and    December 13, 1996
-----------------------         Chief Financial Officer
George D. Shadid                (Principal Financial Officer)

/s/ Mark A. Peterson           Vice President and Controller   December 13, 1996
-----------------------         (Principal Accounting Officer)
Mark A. Peterson                

                                      II-5
/s/  D. Patrick Curran                                  Date:  December 13, 1996
-----------------------
D. Patrick Curran
Director

/s/  Eric L. Hansen                                     Date:  December 13, 1996
-----------------------
Eric L. Hansen
Director

/s/  Jack P. Helms                                      Date:  December 13, 1996
-----------------------
Jack P. Helms
Director

/s/  Kenneth D. Hill                                    Date:  December 13, 1996
-----------------------
Kenneth D. Hill
Director

/s/  Lloyd L. Hill                                      Date:  December 13, 1996
-----------------------
Lloyd L. Hill
Director

/s/  Robert A. Martin                                   Date:  December 13, 1996
-----------------------
Robert A. Martin
Director

/s/  Johyne H. Reck                                     Date:  December 13, 1996
-----------------------
Johyne H. Reck
Director

/s/  Burton M. Sack                                     Date:  December 13, 1996
-----------------------
Burton M. Sack
Director

/s/ Raymond D. Schoenbaum                               Date:  December 13, 1996
-----------------------
Raymond D. Schoenbaum
Director

                                      II-6
EXHIBIT INDEX

 EXHIBIT
 NUMBER           Description of Exhibit

    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 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 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.

    23.3          Consent of Arthur Andersen LLP.

    23.4          Consent of Coopers & Lybrand L.L.P.

    24            See Page II-5 of Registration Statement for Power of Attorney.