As filed with the Securities and Exchange Commission on May 19, 2003

                                                          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. 1995 EQUITY 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               2,500,000           $28.615           $71,537,500         $5,787.38
------------------------------------------------ ------------------ ------------------- ------------------ ------------------

<FN>

(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 12, 2003.
</FN>

</TABLE>

                                       1
<PAGE>


                                EXPLANATORY NOTE


         The purpose of this  Registration  Statement  is to register  2,500,000
additional  shares of Common  Stock,  par value $0.01 per share,  of  Applebee's
International,  Inc. (the  "Company")  issuable  pursuant to the Company's  1995
Equity Incentive Plan. In accordance with General Instruction E of Form S-8, the
contents of the Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on March 26, 1996 (No. 333-01969) are incorporated herein by
reference.

                                     Part II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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  46,989  shares of Common  Stock  and has no vested  options  to
purchase shares of Common Stock.

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      Amendment  dated  May 13,  1999  to  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  Quarterly  Report  on Form  10-Q for the  fiscal
                  quarter ended June 27, 1999).

         4.3      Amendment  dated December 12, 2002 to 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 4.3 of the
                  Registrant's  Annual  Report on Form 10-K for the fiscal  year
                  ended December 29, 2002).

         4.4      Certificate of Adjustment of 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  Quarterly Report on Form 10-Q for the fiscal
                  quarter ended September 29, 2002).

         4.5      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).

         4.6      1995  Equity  Incentive  Plan,  as  amended  (incorporated  by
                  reference to Exhibit  10.7 of  Registrant's  Annual  Report on
                  Form 10-K for the fiscal period ended December 30, 2001).

         4.7      Amendment  to 1995  Equity  Incentive  Plan  (incorporated  by
                  reference to Exhibit 10.1 of Registrant's  Quarterly Report on
                  Form 10-Q for the fiscal quarter ended March 30, 2003).

                                       2
<PAGE>

         4.8      Amendment to 1995 Equity 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).




                                       3
<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 19,  2003,
2003.

                                  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 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>
/s/ Lloyd L. Hill                      Director, Chairman of the Board and             May 19, 2003
----------------------------                 Chief Executive Officer                   --------------
Lloyd L. Hill                             (Principal Executive Officer)


/s/ Steven K. Lumpkin                  Executive Vice President and Chief              May 19, 2003
----------------------------                    Financial Officer                      --------------
Steven K. Lumpkin                         (Principal Financial Officer)

/s/ Beverly O. Elving                       Vice President, Accounting                 May 19, 2003
----------------------------              (Principal Accounting Officer)               --------------
Beverly O. Elving


/s/ Erline Belton                                   Director                           May 19, 2003
----------------------------                                                           --------------
Erline Belton


/s/ Douglas R. Conant                               Director                           May 19, 2003
----------------------------                                                           --------------
Douglas R. Conant


/s/ D. Patrick Curran                               Director                           May 19, 2003
----------------------------                                                           --------------
D. Patrick Curran

                                       4
<PAGE>

/s/ Eric L. Hansen                                  Director                           May 19, 2003
----------------------------                                                           --------------
Eric L. Hansen


/s/ Mark S. Hansen                                  Director                           May 19, 2003
----------------------------                                                           --------------
Mark S. Hansen


/s/ Jack P. Helms                                   Director                           May 19, 2003
----------------------------                                                           --------------
Jack P. Helms


/s/ Burton M. Sack                                  Director                           May 19, 2003
----------------------------                                                           --------------
Burton M. Sack

</TABLE>



                                       5


<PAGE>


                                Index of Exhibits

       Exhibit
        Number                               Document
       -------    --------------------------------------------------------------

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

         4.2      Amendment  dated  May 13,  1999  to  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  Quarterly  Report  on Form  10-Q for the  fiscal
                  quarter ended June 27, 1999).

         4.3      Amendment  dated December 12, 2002 to 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 4.3 of the
                  Registrant's  Annual  Report on Form 10-K for the fiscal  year
                  ended December 29, 2002).

         4.4      Certificate of Adjustment of 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  Quarterly Report on Form 10-Q for the fiscal
                  quarter ended September 29, 2002).

         4.5      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).

         4.6      1995  Equity  Incentive  Plan,  as  amended  (incorporated  by
                  reference to Exhibit  10.7 of  Registrant's  Annual  Report on
                  Form 10-K for the fiscal period ended December 30, 2001).

         4.7      Amendment  to 1995  Equity  Incentive  Plan  (incorporated  by
                  reference to Exhibit 10.1 of Registrant's  Quarterly Report on
                  Form 10-Q for the fiscal quarter ended March 30, 2003).

         4.8      Amendment to 1995 Equity 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).



                                       6
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{"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": "333-105380", "film-number": "03710887"}, "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 19, 2003

                                                          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. 1995 EQUITY 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               2,500,000           $28.615           $71,537,500         $5,787.38
------------------------------------------------ ------------------ ------------------- ------------------ ------------------
(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 12, 2003.
1
EXPLANATORY NOTE

         The purpose of this  Registration  Statement  is to register  2,500,000
additional  shares of Common  Stock,  par value $0.01 per share,  of  Applebee's
International,  Inc. (the  "Company")  issuable  pursuant to the Company's  1995
Equity Incentive Plan. In accordance with General Instruction E of Form S-8, the
contents of the Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on March 26, 1996 (No. 333-01969) are incorporated herein by
reference.

                                     Part II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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  46,989  shares of Common  Stock  and has no vested  options  to
purchase shares of Common Stock.

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      Amendment  dated  May 13,  1999  to  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  Quarterly  Report  on Form  10-Q for the  fiscal
                  quarter ended June 27, 1999).

         4.3      Amendment  dated December 12, 2002 to 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 4.3 of the
                  Registrant's  Annual  Report on Form 10-K for the fiscal  year
                  ended December 29, 2002).

         4.4      Certificate of Adjustment of 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  Quarterly Report on Form 10-Q for the fiscal
                  quarter ended September 29, 2002).

         4.5      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).

         4.6      1995  Equity  Incentive  Plan,  as  amended  (incorporated  by
                  reference to Exhibit  10.7 of  Registrant's  Annual  Report on
                  Form 10-K for the fiscal period ended December 30, 2001).

         4.7      Amendment  to 1995  Equity  Incentive  Plan  (incorporated  by
                  reference to Exhibit 10.1 of Registrant's  Quarterly Report on
                  Form 10-Q for the fiscal quarter ended March 30, 2003).

                                       2
4.8      Amendment to 1995 Equity 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).

                                       3
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 19,  2003,
2003.

                                  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 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
/s/ Lloyd L. Hill                      Director, Chairman of the Board and             May 19, 2003
----------------------------                 Chief Executive Officer                   --------------
Lloyd L. Hill                             (Principal Executive Officer)

/s/ Steven K. Lumpkin                  Executive Vice President and Chief              May 19, 2003
----------------------------                    Financial Officer                      --------------
Steven K. Lumpkin                         (Principal Financial Officer)

/s/ Beverly O. Elving                       Vice President, Accounting                 May 19, 2003
----------------------------              (Principal Accounting Officer)               --------------
Beverly O. Elving

/s/ Erline Belton                                   Director                           May 19, 2003
----------------------------                                                           --------------
Erline Belton

/s/ Douglas R. Conant                               Director                           May 19, 2003
----------------------------                                                           --------------
Douglas R. Conant

/s/ D. Patrick Curran                               Director                           May 19, 2003
----------------------------                                                           --------------
D. Patrick Curran

                                       4
/s/ Eric L. Hansen                                  Director                           May 19, 2003
----------------------------                                                           --------------
Eric L. Hansen

/s/ Mark S. Hansen                                  Director                           May 19, 2003
----------------------------                                                           --------------
Mark S. Hansen

/s/ Jack P. Helms                                   Director                           May 19, 2003
----------------------------                                                           --------------
Jack P. Helms

/s/ Burton M. Sack                                  Director                           May 19, 2003
----------------------------                                                           --------------
Burton M. Sack
5
Index of Exhibits

       Exhibit
        Number                               Document
       -------    --------------------------------------------------------------

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

         4.2      Amendment  dated  May 13,  1999  to  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  Quarterly  Report  on Form  10-Q for the  fiscal
                  quarter ended June 27, 1999).

         4.3      Amendment  dated December 12, 2002 to 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 4.3 of the
                  Registrant's  Annual  Report on Form 10-K for the fiscal  year
                  ended December 29, 2002).

         4.4      Certificate of Adjustment of 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  Quarterly Report on Form 10-Q for the fiscal
                  quarter ended September 29, 2002).

         4.5      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).

         4.6      1995  Equity  Incentive  Plan,  as  amended  (incorporated  by
                  reference to Exhibit  10.7 of  Registrant's  Annual  Report on
                  Form 10-K for the fiscal period ended December 30, 2001).

         4.7      Amendment  to 1995  Equity  Incentive  Plan  (incorporated  by
                  reference to Exhibit 10.1 of Registrant's  Quarterly Report on
                  Form 10-Q for the fiscal quarter ended March 30, 2003).

         4.8      Amendment to 1995 Equity 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).

                                       6