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)                        September 14, 2005                    
                                 -----------------------------------------------

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


           DELAWARE                   000-17962                43-1461763
------------------------------     ----------------     ------------------------
 (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)


                                      None
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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.

         As  of  September  14,  2005,  Applebee's   International,   Inc.  (the
"Company")  entered  into  Amendment  No.  1 (the  "Amendment")  to  the  5-year
Revolving Credit Agreement (the "Credit Facility") dated as of December 3, 2004,
by and among the Company,  JPMorgan  Chase Bank,  N.A. as Swing Line Lender,  LC
Issuer and  Administrative  Agent and certain other  financial  institutions  as
lenders.  The  Amendment  increases the aggregate  revolving  credit  commitment
available  under the Credit  Facility  from  $150,000,000  to  $200,000,000  and
provides for an additional  $50,000,000 of revolving credit upon satisfaction of
the  conditions set forth in the Credit  Facility,  as amended by the Amendment.
Currently,  after giving effect to the Amendment,  the Company has borrowings of
$129,200,000  and  standby  letters  of  credit  of   approximately   $9,400,000
outstanding and approximately $61,400,000 available under the Credit Facility.

         The Amendment is incorporated  by reference  herein and attached hereto
as Exhibit 10.1.

Item 2.03. Creation of a  Direct Financial  Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.

         The  information set forth above under "Item 1.01 Entry into a Material
Definitive Agreement" is hereby incorporated by reference.

Item 9.01.  Financial Statements and Exhibits.

         (c)      Exhibits

         10.1     Amendment  No.  1 dated as of  September  14,  2005 to  5-Year
                  Revolving  Credit  Agreement  dated as of December 3, 2004, by
                  and among Applebee's International, Inc., JPMorgan Chase Bank,
                  N.A. as Swing Line Lender, LC Issuer and Administrative  Agent
                  and certain other parties thereto.



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                                   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:  September 15, 2005

                                           APPLEBEE'S INTERNATIONAL, INC.


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


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                                  Exhibit Index

Exhibit
 Number            Description                   
                  --------------------------------------------------------------
  10.1            Amendment  No. 1 dated  as  of September  14, 2005  to  5-Year
                  Revolving  Credit  Agreement  dated as of December 3, 2004, by
                  and among Applebee's International, Inc., JPMorgan Chase Bank,
                  N.A. as Swing Line Lender, LC Issuer and Administrative  Agent
                  and certain other parties thereto.