UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K


                                 CURRENT REPORT




                PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported)      February 1, 1997
                                                -------------------------------


Commission File Number:    000-17962


                         Applebee's International, Inc.
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             (Exact name of registrant as specified in its charter)

           Delaware                                   43-1461763
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(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)


          4551 W. 107th Street, Suite 100, Overland Park, Kansas 66207
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              (Address of principal executive offices and zip code)

                                 (913) 967-4000
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              (Registrant's telephone number, including area code)



                                      None
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          (Former name or former address, if changed since last report)


Item 5.           Other Events

On February 1, 1997, Applebee's International, Inc. (the "Company") entered into
a  definitive   agreement  (the   "Agreement")  to  acquire  the  11  Applebee's
restaurants  in the St.  Louis,  Mo.  market  area  from its  franchisee,  Apple
Partners Limited Partnership ("APLP").  As part of the transaction,  the Company
will also acquire several restaurants under development, including two which are
expected to open in the first half of 1997.  After  closing,  the  Company  will
continue the further  development  of the St.  Louis  market.  Final  closing is
subject to obtaining operating licenses and third party consents and is expected
to occur early in the second quarter of 1997. At closing, the principals of APLP
will enter into a non-competition agreement for a period of three years.

Under the terms of the Agreement, the Company will purchase the assets of the 11
operating  restaurants for approximately  $36.1 million,  subject to adjustment,
and will  reimburse APLP for costs incurred  relating to the  restaurants  under
development.  In  addition,  the  Company  will  assume  certain  operating  and
capitalized lease obligations  relating to the acquired  restaurants.  Of the 11
restaurants,  the land and building are leased for six properties,  the land and
building are owned for three properties,  and the building is owned and the land
is leased for the remaining two properties.

The  purchase  price will be paid in a  combination  of cash and $2.5 million of
promissory  notes, and the transaction will be accounted for as a purchase.  The
purchase price will be allocated based on an independent appraisal.  The Company
preliminarily  expects  goodwill of  approximately  $25  million  (which will be
amortized over 20 years) and capitalized  leases of  approximately $5 million to
be recorded in connection with the acquisition.

Total sales for the 11 St.  Louis area  Applebee's  restaurants  (including  two
restaurants  which  opened  in April of 1996) as  reported  by APLP  were  $27.9
million for the fiscal year ended  December  29,  1996,  and average  annualized
restaurant sales were $2,674,000 in 1996. The St. Louis  Applebee's  restaurants
rank  among  the  highest  sales  volumes  in the  Applebee's  system  and  have
historically  produced superior operating margins.  Restaurant operating margins
before pre-opening  expenses as reported by APLP in 1996 were in excess of 20.0%
before the 4% royalty payable to the Company.

The transaction is consistent with the Company's strategy of acquiring franchise
operations located in selected markets with high population density where market
presence  has been  firmly  established  and there  remains  the  potential  for
significant  future expansion.  The Company believes the current portfolio of 11
restaurants  can  ultimately  double  in  number.  David  Head,  currently  Vice
President  of  Operations  for APLP,  has entered  into an agreement to become a
Director  of  Operations  for the  Company  upon  closing,  and  restaurant  and
multi-unit  management of the St. Louis market are also  anticipated to join the
Company upon the closing of the transaction.

APLP is also the Applebee's  franchisee for the Portland,  Oregon market and has
signed  an  agreement  to sell  its five  Portland  Applebee's  restaurants  and
restaurants under development to another existing Applebee's franchisee.








                                   SIGNATURES


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                             APPLEBEE'S INTERNATIONAL, INC.
                                             (Registrant)


Date:    February 10, 1997                   By:   /s/  George D. Shadid
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                                                   George D. Shadid
                                                   Executive Vice President and
                                                   Chief Financial Officer