8-K

                                  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)          April 8, 2005
                                                --------------------------------

                         APPLEBEE'S INTERNATIONAL, INC.
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             (Exact Name of Registrant as Specified in Its Charter)


          DELAWARE                      000-17962                43-1461763
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(State or Other Jurisdiction           (Commission              (IRS Employer
      of Incorporation)                File Number)          Identification No.)


4551 W. 107th Street, Overland Park, Kansas                        66207
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  (Address of Principal Executive Offices)                       (Zip Code)



                                 (913) 967-4000
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              (Registrant's Telephone Number, Including Area Code)


                                 Not applicable
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          (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:


|  | Written communications pursuant to Rule 425 under the Securities Act (17
     CFR 230.425)

|  | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12)

|  | Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|  | Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

     On April 8, 2005, Gourmet Systems, Inc., a wholly-owned subsidiary of
Applebee's International, Inc., a Delaware corporation (the "Company") executed
an Asset Purchase Agreement (the "Asset Purchase Agreement") with The Ozark
Apples, Inc., an existing Applebee's franchisee ("Ozark Apples"), and its
shareholders to acquire twelve Applebee's Neighborhood Grill & Bar restaurants,
one of which is currently under development and expected to open in June. The
purchase price for the assets is $39,500,000 in cash at closing, subject to
adjustment pursuant to agreed upon prorations and adjustments. In connection
with the Asset Purchase Agreement, the Company made a $250,000 earnest money
deposit for the benefit of Ozark Apples. The transaction is subject to customary
closing conditions, including obtaining operating licenses and other third party
consents.

     On April 12, 2005, the Company intends to issue a press release with regard
to the Asset Purchase Agreement. The press release is attached hereto as Exhibit
99.1.

Item 9.01. Financial Statements and Exhibits.

     (c)  Exhibits

     99.1 Press release of Applebee's International, Inc., dated April 12, 2005

                                   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 hereunto duly authorized.

     Date: April 11, 2005

                                       APPLEBEE'S INTERNATIONAL, INC.


                                       By:      /s/ Steven K. Lumpkin
                                           -------------------------------------
                                            Steven K. Lumpkin
                                            Executive Vice President and
                                            Chief Financial Officer

                                  Exhibit Index

Exhibit
Number     Description

99.1       Press release of Applebee's International, Inc., dated April 12, 2005

EX-99

                                                           FOR IMMEDIATE RELEASE

Contacts:  Carol DiRaimo, 913.967.4109              Laurie Ellison, 913.967.2718
           Vice President of Investor Relations     Communications Executive
                                                    Director


                 Applebee's International Enters into Agreement
                       to Acquire 12 Franchise Restaurants

OVERLAND  PARK,   KAN.,  April  12,  2005  -  Applebee's   International,   Inc.
(Nasdaq:APPB)  announced  today that it has reached an agreement  with The Ozark
Apples,  Inc., an existing  Applebee's  franchisee,  to acquire the assets of 12
Applebee's  restaurants.  The 12  restaurants,  one of which is currently  under
development  and expected to open in June,  are located in Missouri,  Kansas and
Arkansas.

Steve Lumpkin,  chief financial officer, said, "As we've previously stated, part
of our growth strategy is to use our strong balance sheet and  substantial  free
cash flow for franchise  acquisitions.  The addition of these  restaurants  will
provide  geographic  and  operations  synergy  to our  existing  base of company
restaurants in Kansas City and St. Louis."

Lumpkin continued, "Fiscal year 2004 comparable sales for these restaurants were
higher  than the system  average,  and  average  weekly  sales were in excess of
$50,000.  We believe the territory in which these  restaurants  are located will
ultimately  support  a total of more  than 20  Applebee's  restaurants.  We look
forward to welcoming this team of associates and their strong operating  culture
to Applebee's International."

The acquisition of the restaurants is anticipated to close in the second quarter
of 2005, subject to obtaining operating licenses and other third-party consents.
The company expects the addition of these  restaurants to be slightly  accretive
to fiscal year 2005 earnings.

Applebee's International,  Inc., headquartered in Overland Park, Kan., develops,
franchises and operates  restaurants under the Applebee's  Neighborhood  Grill &
Bar brand,  the largest  casual  dining  concept in the world.  There are nearly
1,700  Applebee's   restaurants  operating  system-wide  in  49  states  and  12
international countries.  Additional information on Applebee's International can
be found at the company's website (www.applebees.com).

Certain statements  contained in this release,  are forward-looking and based on
current expectations. There are several risks and uncertainties that could cause
actual  results to differ  materially  from those  described,  including but not
limited to the ability of the company  and its  franchisees  to open and operate
additional  restaurants  profitably,  the ability of its  franchisees  to obtain
financing, the continued growth of its


                                     -more-

April 12, 2005
Page 2


franchisees,  and its ability to attract and retain qualified  franchisees,  the
impact of intense  competition  in the casual dining  segment of the  restaurant
industry,  and its  ability  to control  restaurant  operating  costs  which are
impacted by market changes,  minimum wage and other  employment laws, food costs
and  inflation.  For additional  discussion of the principal  factors that could
cause actual results to be materially  different,  the reader is referred to the
company's  current  report on Form 8-K filed with the  Securities  and  Exchange
Commission on February 9, 2005.  The company  disclaims any obligation to update
these forward-looking statements.

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