S-8 POS

     As filed with the Securities and Exchange Commission on March 12, 2004
                                                      Registration No. 333-17823

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

                                 ---------------
                         POST-EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    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. EMPLOYEE STOCK PURCHASE 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:
                               James M. Ash, Esq.
                       Blackwell Sanders Peper Martin LLP
                               Two Pershing Square
                          2300 Main Street, Suite 1000
                           Kansas City, Missouri 64108
                                 (816) 983-8000



This  Post-Effective  Amendment  No. 1 is being filed to reflect,  in accordance
with Rule 416(b),  that the number of shares of Common Stock, par value $.01 per
share, of the Registrant covered by the Registration Statement is increased from
200,000 to 450,000 as the result of two  subsequent  3 for 2 stock splits of the
Company,  which  increased  the number of shares  which may be issued  under the
Employee  Stock  Purchase  Plan.  No filing fee is necessary.  The  Registration
Statement  shall  also be  deemed to cover any  additional  shares  which may be
issued  as  the  result  of a  future  stock  split,  stock  dividend  or  other
anti-dilution provision of the Employee Stock Purchase Plan.

                           INCORPORATION BY REFERENCE


     This Post-Effective  Amendment No. 1 to the Registration  Statement on Form
S-8 (the  "Post-Effective  Amendment No. 1"), filed pursuant to Instruction E of
Form S-8, relates to the Registration  Statement on Form S-8 (No.  333-17823) of
Applebee's International,  Inc. (the "Registrant" or the "Company") filed by the
Company with the  Securities  and Exchange  Commission on December 13, 1996 (the
"Registration  Statement').  Under the  Registration  Statement,  the Registrant
registered 200,000 shares of Common Stock, par value $0.01 (the "Common Stock"),
to be  offered  and sold in  connection  with the  Registrant's  Employee  Stock
Purchase  Plan (the  "Plan").  The  contents  of the  Registrant's  Registration
Statement  on Form S-8 (No.  333-17823)  are  incorporated  by reference in this
Post-Effective Amendment No. 1.

                               EXPLANATORY NOTE TO
                         POST-EFFECTIVE AMENDMENT NO. 1

     In May of 2001 and May of 2002,  the board of directors  of the  Registrant
approved a three-for-two  stock split of the Company's Common Stock, in the form
of a stock dividend (the "Stock  Splits").  The Plan provides for an increase in
the number of shares of Common  Stock  that may be issued  under the Plan in the
event of a stock split,  stock dividend or other  anti-dilution  provision.  The
purpose of this Post-Effective Amendment No. 1 is to reflect, in accordance with
Rule 416(b) of the Securities Act of 1933, as amended,  the change in the amount
of shares registered under this Registration  Statement, on account of the Stock
Splits, from 200,000 to 450,000. The Registration Statement shall also be deemed
to register any additional shares which may be issued under the Plan as a result
of a future stock split or stock dividend or other anti-dilution provision.

                                     Part II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8: Exhibits

          5    Opinion of Blackwell  Sanders  Peper  Martin LLP,  counsel to the
               Company.

          23.1 Consent  of  Blackwell  Sanders  Peper  Martin LLP  (included  in
               Exhibit 5).

          23.2 Consent of Deloitte & Touche LLP.

                                   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 this Post-Effective  Amendment No. 1 and has duly caused
this  Post-Effective  Amendment  No.  1 to  be  signed  on  its  behalf  by  the
undersigned,  thereunto duly authorized,  in the City of Overland Park, State of
Kansas, on March 11, 2004.

                                       APPLEBEE'S INTERNATIONAL, INC.


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

     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      March 11, 2004
          Lloyd L. Hill                      Chief Executive Officer
                                          (Principal Executive Officer)

   /s/ Steven K. Lumpkin
- -----------------------------------   Director, Executive Vice President and    March 11, 2004
        Steven K. Lumpkin                    Chief Financial Officer
                                         (Principal Financial Officer)

   /s/ Beverly O. Elving
- -----------------------------------        Vice President, Accounting           March 11, 2004
        Beverly O. Elving                (Principal Accounting Officer)


- -----------------------------------                 Director                    March __, 2004
         Erline Belton


- -----------------------------------                 Director                    March __, 2004
       Douglas R. Conant

               *
- -----------------------------------                 Director                    March 11, 2004
       D. Patrick Curran

               *
- -----------------------------------                 Director                    March 11, 2004
        Eric L. Hansen


- -----------------------------------                 Director                    March __, 2004
        Mark S. Hansen

               *
- -----------------------------------                 Director                    March 11, 2004
        Jack P. Helms

               *
- -----------------------------------                 Director                    March 11, 2004
       Burton M. Sack




*  By:   /s/ Robert T. Steinkamp
      -----------------------------
         As Attorney-in-fact

Date:    March 11, 2004

                                Index of Exhibits

       Exhibit
       Number       Document

         5          Opinion of Blackwell  Sanders  Peper Martin LLP,  counsel to
                    the Company.

         23.1       Consent of Blackwell  Sanders  Peper Martin LLP (included in
                    Exhibit 5).

         23.2       Consent of Deloitte & Touche LLP.

EX-5

                                                                       Exhibit 5

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                Letterhead of Blackwell Sanders Peper Martin LLP

      -------------------------------------------------------------------

                                 March 11, 2004


Applebee's International, Inc.
4551 West 107th St.
Overland Park, KS  66207


Ladies and Gentlemen:

     This  opinion is  furnished to you in  connection  with the  Post-Effective
Amendment No. 1 to the Registration Statement of Applebee's International,  Inc.
(the "Company") on Form S-8,  Registration No.  333-17823,  to be filed with the
Securities  and Exchange  Commission  for the purpose of  registering  under the
Securities  Act of 1933, as amended (the "Act"),  an additional  250,000  shares
(the  "Shares")  of the  Company's  Common  Stock,  $.01 par value (the  "Common
Stock"),  to be issued  pursuant to the terms of the  Applebee's  International,
Inc. Employee Stock Purchase Plan (the "Plan").

     We are familiar with the  proceedings to date with respect to such proposed
issuance and have examined  such  records,  documents and matters of the law and
satisfied  ourselves as to such matters of fact as we have  considered  relevant
for the purposes of this opinion.  The opinion expressed below is limited to the
Delaware General Corporation Law.

     Based upon the foregoing,  it is our opinion that the Shares have been duly
authorized,  and, when the Shares have been issued and sold in  accordance  with
the Plan, will be legally issued, fully paid and non-assessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement. Our consent shall not be deemed an admission that we are
experts whose consent is required under Section 7 of the Act.

                                       Very truly yours,

                                       /s/ Blackwell Sanders Peper Martin LLP

                                       Blackwell Sanders Peper Martin LLP

EX-23

INDEPENDENT AUDITORS' CONSENT


We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 333-17823 on Form S-8 of Applebee's
International, Inc. of our report dated March 4, 2004 (which report expresses an
unqualified opinion and includes an explanatory paragraph relating to a change
in accounting principle in the year ended December 29, 2002), appearing in the
Annual Report on Form 10-K of Applebee's International, Inc. for the year ended
December 28, 2003.





/s/ DELOITTE & TOUCHE LLP

Kansas City, Missouri
March 8, 2004