SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K/A

                                 Amendment No. 1

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

Date of report (Date of earliest event reported)         October 17, 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))





Explanatory Note:

     This  current  report on Form  8-K/A is being  filed to amend  the  initial
current report on Form 8-K filed with the Securities and Exchange  Commission on
October 19, 2005,  solely to correct the order of documents filed and  no  other
change has been made to this disclosure.


Item 5.02. Departure of Directors or Principal Officers;  Election of Directors;
Appointment of Principal Officers.

     Effective  October 17,  2005,  the Board of  Directors  appointed  Ms. Gina
Boswell as a member of the Board of  Directors.  Ms.  Boswell fills a vacancy in
Class I with a term  expiring at the 2008  Annual  Meeting of  Stockholders.  In
accordance  with the Company's  Bylaws,  Ms.  Boswell will be brought before the
stockholders  for  election as a Class I director at the 2006 Annual  Meeting of
Stockholders  to serve until the Class I term ends in 2008. Ms. Boswell has been
appointed  to the  Corporate  Governance/Nominating  Committee  of the  Board of
Directors.  Ms. Boswell will receive the standard outside director and committee
member  compensation and enter into the Company's standard form  indemnification
agreement for all directors and executive officers.

     Ms. Boswell joined Avon Products, Inc. as Senior Vice President,  Corporate
Strategy and Business  Development in June 2003. Effective February 4, 2005, she
was made Senior Vice President and Chief Operating Officer,  Avon North America.
Prior to joining Avon, she had been Director,  Business Strategy,  of Ford Motor
Company from 2002 - 2003,  with  responsibility  for the  business  strategy for
Ford's  global  enterprise.   Before  that,  she  had  been  Director,   Vehicle
Personalization  at Ford from 2001 - 2002 and Vice  President,  CRM and Consumer
eBusiness  at Ford  from  1999 - 2001.  Prior  to  Ford,  Ms.  Boswell  was Vice
President,  New Business  Development at The Estee Lauder  Companies,  Inc. from
1997 - 1999.

     There have been no related party  transactions  between the Company and Ms.
Boswell.  A copy of the press release  announcing the appointment of Ms. Boswell
is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

    (c)  EXHIBITS. The following exhibit is filed herewith:

         99.1   Press release of Applebee's International, Inc., dated October
                19, 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: October 20, 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
                   October 19, 2005.