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)           May 18, 2004
                                                --------------------------------

Commission File Number:    000-17962


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

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

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

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


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








Item 7.           Exhibits

Exhibit 99.1      Form  of  Notice  of  Blackout  Period  dated  May 18, 2004 to
                  Directors and Executive Officers of Applebee's  International,
                  Inc.


Item 11.          Temporary  Suspension of Trading  Under Registrant's  Employee
                  Benefit Plans.

On May 11,  2004,  the  registrant  was notified by the plan  administrator  and
trustee of its 401(k) Plan (the  "Plan")  that as a result of certain  servicing
enhancements  to the  Plan,  there  will be a  blackout  period  in  which  Plan
participants will be temporarily unable to process Plan related  transactions or
obtain a distribution  from the Plan,  including  transactions or  distributions
related to the  registrant's  common stock.  The blackout  period is expected to
begin on the close of business  Wednesday,  June 23, 2004 and is expected to end
on the close of business Tuesday, July 27, 2004.

During  the  blackout  period,  the  directors  and  executive  officers  of the
registrant will be prohibited from purchasing, selling or otherwise acquiring or
transferring  any equity  securities  of the  registrant  that were  acquired in
connection  with their service or  employment  with the  registrant,  subject to
certain limited exceptions.

As required by Section 306 of the Sarbanes-Oxley Act of 2002 and Section 245.104
of the Securities and Exchange  Commission's  Regulation  BTR, and  concurrently
with the  filing  of this  Form  8-K,  the  registrant  transmitted  a notice of
blackout period to its directors and executive officers.  The form of notice  is
furnished as an exhibit to this Form 8-K.







                                       2




                                   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:     May 18, 2004                      By:/s/ Steven K. Lumpkin
         ---------------------                 ---------------------
                                               Steven K. Lumpkin
                                               Executive Vice President and
                                               Chief Financial Officer



                                       3




                                 Exhibit Index

  Exhibit No.                              Description
---------------  ---------------------------------------------------------------
99.1             Form  of  Notice  of  Blackout  Period  dated  May 18, 2004  to
                 Directors and Executive  Officers of  Applebee's International,
                 Inc.