APPLEBEES INTERNATIONAL INC
SC 13G/A, 1997-02-14
EATING PLACES
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 SCHEDULE 13G

                   Under the Securities Exchange Act of 1934
                                (Amendment No.8)*


                         APPLEBEE'S INTERNATIONAL, INC.
             -----------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
             -----------------------------------------------------
                         (Title of Class of Securities)

                                  037899 10 1
             -----------------------------------------------------
                                 (CUSIP Number)



Check the following box if a fee is  being paid with this statement [ ].
(A fee is not required only if the filing person:  (1) has a previous  statement
on file reporting beneficial ownership of more than five percent of the class of
securities  described  in Item 1;  and (2) has  filed  no  amendment  subsequent
thereto reporting  beneficial  ownership of five percent or less of such class.)
(See Rule 13d-7.)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on  this form with respect to the  subject class of securities,
and  for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information  required in the  remainder of  this cover page  shall not  be
deemed to be "filed" for  the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the  Act but shall be subject to all other provisions of the Act (however, see
the Notes). 

<PAGE>

CUSIP No. 097899 10 1                 13G                      Page 2 of 4 Pages


- --------------------------------------------------------------------------------
   1   NAME OF REPORTING PERSON
       S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

       
       Abe J. Gustin, Jr. (###-##-####)       
- --------------------------------------------------------------------------------
   2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                             (a)  [  ]
                                                             (b)  [  ]


- --------------------------------------------------------------------------------
   3   SEC USE ONLY




- --------------------------------------------------------------------------------
   4   CITIZENSHIP OR PLACE OF ORGANIZATION



       United States of America
- --------------------------------------------------------------------------------
   NUMBER OF      5    SOLE VOTING POWER
     SHARES            0
  BENEFICIALLY    --------------------------------------------------------------
    OWNED BY      6    SHARED VOTING POWER
      EACH             1,876,440
   REPORTING      --------------------------------------------------------------
     PERSON       7    SOLE DISPOSITIVE POWER
      WITH             1,500,000
                  --------------------------------------------------------------
                  8    SHARED DISPOSITIVE POWER

                       0
- --------------------------------------------------------------------------------
   9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


       1,500,000
- --------------------------------------------------------------------------------
  10   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*



- --------------------------------------------------------------------------------
  11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)


       4.8%
- --------------------------------------------------------------------------------
  12   TYPE OF REPORTING PERSON*



       IN
- --------------------------------------------------------------------------------
                     *SEE INSTRUCTIONS BEFORE FILLING OUT

<PAGE>

                                                               Page 3 of 4 Pages





Item 1.     (a)   Name of Issuer:  
                    Applebee's International, Inc.

            (b)   Address of Issuer's Principal Executive Offices:
                    4551 W. 107th Street, Suite 100
                    Overland Park, Kansas  66207

Item 2.     (a)   Name of Person Filing:
                    Abe J. Gustin, Jr.

            (b)   Address of Principal Business Office:
                    4551 W. 107th Street, Suite 100
                    Overland Park, Kansas  66207
                    
            (c)   Citizenship:
                    United States of America

            (d)   Title of Class of Securities:
                    Common Stock

            (e)   CUSIP Number:
                    037899 10 1

Item 3.     If this statement  is filed  pursuant to Rules  13d-1(b), or  
            13d-2(b), check whether the person filing is a:  Not Applicable

            (a)   [ ]   Broker or Dealer  registered under Section  15 of  the
                        Act 

            (b)   [ ]   Bank as defined in section 3(a)(6) of the Act

            (c)   [ ]   Insurance Company  as defined  in section  3(a)(19) of
                        the Act

            (d)   [ ]   Investment Company registered under  section 8 of  the
                        Investment Company Act

            (e)   [ ]   Investment Adviser registered under section 203 of the
                        Investment Advisers Act of 1940

            (f)   [ ]   Employee Benefit Plan,  Pension Fund which is  subject
                        to the  provisions of  the Employee Retirement  Income
                        Security Act of  1974 or Endowment  Fund; see  Section
                        240.13d-1(b)(1)(ii)(F)

            (g)   [ ]   Parent  Holding  Company, in  accordance  with Section
                        240.13d-1(b)(1)(ii)(G)

            (h)   ( )   Group,   in   accordance    with   Section    240.13d-
                        1(b)(1)(ii)(H)


<PAGE>

                                                               Page 4 of 4 Pages



Item 4.     Ownership.
               
            (a)  1,500,000
            (b)  4.8%
            (c)  (i)     0
                 (ii)    1,876,440
                 (iii)   1,500,000
                 (iv)    0

Item 5.     Ownership of Five Percent or Less of a Class.
               This statement  is being filed to report that during  fiscal year
               1996 the  reporting  person ceased to be the  beneficial owner of
               more than 5% of the outstanding   common   stock  of   Applebee's
               International, Inc.  At December 31, 1996, the  reporting  person
               was the beneficial owner of 4.8% of the outstanding  common stock
               of Applebee's International, Inc.
               

Item 6.     Ownership of More Than Five Percent on Behalf of Another Person.
               Not applicable


Item 7.     Identification and Classification of the Subsidiary which Acquired
            the Security Being Reported on By the Parent Holding Company.
               Not applicable

Item 8.     Identification and Classification of Members of the Group.
               The reporting  person is a party to a Voting Agreement dated July
               15, 1989,  with  respect to  shares owned by  Ronald B. Reck. The
               Voting  Agreement  and  Amendment  have  been  previously  filed.
               However, the  reporting  person  hereby  disclaims any beneficial
               interest  in  the  shares of the  other  member of the  group and
               further denies that  said member has any beneficial  ownership of
               his shares except as provided in the attached agreement.

Item 9.     Notice of Dissolution of Group.
               Not applicable

Item 10.    Certification.

               Not applicable




                                  Signature.


            After  reasonable  inquiry  and to the  best  of my  knowledge  and
            belief, I certify  that the  information set forth in this statement
            is true, complete and correct.


Date: February 13, 1997

By: /s/ Abe J. Gustin, Jr.
   -------------------------------



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