As filed with the Securities and Exchange Commission on November 29, 2007


                                                     Registration No. 333-87890



                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                 POST-EFFECTIVE
                                 AMENDMENT NO. 2
                                       to
                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933
                             ----------------------

                         APPLEBEE'S INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

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


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

           APPLEBEE'S INTERNATIONAL, INC. 1999 EMPLOYEE INCENTIVE PLAN
                            (Full title of the plan)

                                Rebecca R. Tilden
                             4551 West 107th Street
                           Overland Park, Kansas 66207

                     (Name and address of agent for service)

                                 (913) 967-4000

          (Telephone number, including area code, of agent for service)

                          DEREGISTRATION OF SECURITIES

         On May 9, 2002, Applebee's International,  Inc. (the "Company") filed a
registration statement on Form S-8, Registration Number 333-87890, as amended on
May 20, 2004 (the "Registration  Statement"),  with respect to 900,000 shares of
the  Company's  common  stock,  par value $0.01 per share (the "Common  Stock"),
relating to the Company's 1999 Employee Incentive Plan.

         On July 15, 2007, IHOP Corp., CHLH Corp and the Company entered into an
Agreement and Plan of Merger,  pursuant to which CHLH Corp. would merge with and
into the Company,  with the Company as the surviving corporation (the "Merger").
On November 29, 2007,  the  effective  date of the Merger,  each share of Common
Stock  outstanding  immediately  prior to the Merger  (other than shares held in
treasury and shares as to which a stockholder has properly  exercised  appraisal
rights) was cancelled and converted into the right to receive $25.50 in cash.

         In  connection  with the closing of the Merger,  all  offerings  of the
Company's   Common  Stock   contemplated   pursuant  to  existing   registration
statements,  including the  Registration  Statement,  have been  terminated.  In
accordance with an undertaking made in the Registration Statement to remove from
registration,  by means of a  post-effective  amendment,  any  securities of the
Company which remain unsold at the  termination  of the offering  subject to the
Registration Statement,  the Company hereby removes from registration all shares
of Common Stock registered  under the Registration  Statement that remain unsold
as of the date this Post-Effective Amendment No. 2 to the Registration Statement
is filed with the Securities and Exchange Commission.

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the  requirements  for  filing  on Form S-8 and has  duly  caused  this  Post
Effective  Amendment  No. 2 to the  Registration  Statement  to be signed on its
behalf by the undersigned,  thereunto duly authorized,  in the City of New York,
State of New York, on November 29, 2007.



                               APPLEBEE'S INTERNATIONAL, INC.


                               By:   /s/  Julia A. Stewart
                                     -------------------------------------------
                                     Julia A. Stewart
                                     Chief Executive Officer


         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Post-Effective  Amendment  No. 2 to the  Registration  Statement has been signed
below by the following persons in the capacities indicated on November 29, 2007.





                   Signature                          Title

        /s/  Julia A. Stewart               Chief Executive Officer, Director
        --------------------------------    ----------------------------------
        Julia A. Stewart                    (Principal Executive Officer)

        /s/  Beverly O. Elving              Senior Vice President, Finance
        --------------------------------    -------------------------------
        Beverly O. Elving                   (Principal Financial and
                                             Accounting Officer)

        /s/  Thomas G. Conforti              Director
        --------------------------------
        Thomas G. Conforti


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