THIS PROXY IS SOLICITED ON BEHALF OF
            THE BOARD OF DIRECTORS OF APPLEBEE'S INTERNATIONAL, INC.
                   ANNUAL MEETING OF STOCKHOLDERS, MAY 8, 2003

         The  undersigned  hereby  appoints  each of Lloyd L. Hill and Robert T.
Steinkamp the proxy and  attorney-in-fact  of the undersigned with full power of
substitution for and in the name of the undersigned to attend the Annual Meeting
of  Stockholders of Applebee's  International,  Inc., to be held at the Sheraton
Overland Park Hotel, 6100 College Boulevard,  Overland Park, Kansas 66211 on May
8, 2003, at 10:00 a.m., CDT, and any and all adjournments  thereof,  and to vote
thereat the number of shares of Common Stock of Applebee's International,  Inc.,
which the undersigned would be entitled to vote if then personally present.  The
Board of  Directors  recommends  votes FOR  proposals  I through IV and  AGAINST
proposal V.

   I.    To elect two  directors  to serve  until  the 2006  Annual  Meeting  of
         Stockholders or until their earlier resignation;

         Nominees:  Douglas R. Conant and D. Patrick  Curran;
         [ ] FOR all nominees  listed above.
         [ ] FOR all nominees listed above except -----------------------------.
         [ ] WITHHOLD AUTHORITY to vote for all nominees listed above.

   II.   To approve an  amendment to the  Applebee's  International,  Inc.  1995
         Equity  Incentive Plan to increase the number of shares of Common Stock
         available for Awards by 2,500,000 shares;

         [ ]  FOR               [ ]  AGAINST                [ ]  ABSTAIN

   III.  To approve an amendment to the Certificate of Incorporation eliminating
         the  ability of a  majority  of  stockholders  to take  action  without
         holding a stockholder meeting;

         [ ]  FOR               [ ]  AGAINST                [ ]  ABSTAIN

   IV.   To  ratify  the  selection  of  Deloitte  & Touche  LLP as  independent
         auditors for the Company for the 2003 fiscal year;

         [ ]  FOR               [ ]  AGAINST                [ ]  ABSTAIN

   V.    To act on a  shareholder  proposal  to  require  us to  issue a  report
         relating to genetically engineered ingredients.

         [ ]  FOR               [ ]  AGAINST                [ ]  ABSTAIN

   VI.   To transact such other business as may properly come before the meeting
         or any adjournment or postponement thereof.






THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE  UNDERSIGNED  STOCKHOLDER.  IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED
FOR PROPOSALS I THROUGH IV AND AGAINST PROPOSAL V.


                            Signature                        Date
                                      ----------------------     ---------------

                            Signature                        Date
                                      ----------------------     ---------------

                            Sign exactly as name appears hereon. When shares are
                            held  by  joint  tenants,  both  should  sign.  When
                            signing  as   attorney,   executor,   administrator,
                            trustee  or   guardian,   give  full  title.   If  a
                            corporation,  sign full  corporate name by President
                            or other authorized officer. If a partnership,  sign
                            in partnership name by authorized partner.

                            MARK,  DATE, SIGN, AND PROMPTLY RETURN PROXY CARD IN
                            ENCLOSED ENVELOPE.