APPB

CERTIFICATE OF INCORPORATION
OF
APPLEBEE'S INTERNATIONAL, INC.

* * * * *

1. The name of the corporation is:

APPLEBEE'S INTERNATIONAL, INC.

2. The address of its registered office in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is The Corporation Trust
Company.

3. The nature of the business or purposes to be conducted or
promoted is to engage in any lawful act or activity for which corporation may be
organized under the General Corporation Law of Delaware.

4. The total number of shares of stock which the corporation
shall have authority to issue is five million (5,000,000) and the par value of
each of such shares is One Cent ($.01) amounting in the aggregate to Fifty
Thousand Dollars ($50,000.00).

5A. The name and mailing address of each incorporator is as
follows:
NAME MAILING ADDRESS
L.J. Vitalo 1209 Orange Street
Wilmington, Delaware 19801

J.A. Grodzicki 1209 Orange Street
Wilmington, Delaware 19801

S.J. Queppet 1209 Orange Street
Wilmington, Delaware 19801

5B. The name and mailing address of each person, who is to
serve as director until the first annual meeting of the stockholders or until a
successor is elected and qualified, is as follows:

NAME MAILING ADDRESS

John Hamra 3929 Broadway
Kansas City, Missouri 64111

Nad Fardeece 4748 Mill Run Road
Dallas, Texas 75244

Abe J. Gustin, Jr. 3929 Broadway
Kansas City, Missouri 64111

6. The corporation is to have perpetual existence.

7. In furtherance and not in limitation of the powers
conferred by statute, the board of directors is expressly authorized to make,
alter or repeal the by-laws of the corporation.

8. Elections of directors need not be by written ballot unless
the by-laws of the corporation shall so provide.

Meetings of the stockholders may be held within or without the
State of Delaware, as the by-laws may provide. The books of the corporation may
be kept (subject to any provision contained in the statutes) outside the State
of Delaware at such place or places as may be designated from time to time by
the board of directors or in the by-laws of the corporation.

9. The corporation reserves the right to amend, alter, change
or repeal any provisions contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.

WE, THE UNDERSIGNED, being each of the incorporators
hereinbefore named, for the purpose of forming a corporation pursuant to the
General Corporation Law of the State of Delaware, do make this certificate,
hereby declaring and certifying that this is our act and deed and the facts
herein stated are true, and accordingly have hereunto set our hands this 30th
day of October, 1987.

/s/ L.J. Vitalo
L.J. Vitalo


/s/ J.A. Grodzicki
J.A. Grodzicki


/s/ S.J. Queppet
S. J. Queppet


Filed with the Office of the
Secretary of State of Delaware
on March 7, 1988 at 10:00 a.m.

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION

Applebee's International, Inc., a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That at a meeting of the Board of Directors of Applebee's
International, Inc. resolutions were duly adopted setting forth a proposed
amendment of the Certificate of Incorporation of said corporation, declaring
said amendment to be advisable and calling a meeting of the stockholders of said
corporation for consideration thereof. The resolution setting forth the proposed
amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this Corporation be
amended by changing the article thereof numbered "4" so that, as
amended said Article 4 shall be and read as follows:

"4. The total number of shares of stock which the corporation
shall have authority to issue is ten million (10,000,000) shares which
shall be divided into two classes as follows:

5,000,000 shares of Preferred Stock with a par value of
One Cent ($0.01) per share and

5,000,000 shares of Common Stock with a par value of One
Cent ($0.01) per share which amounts in the aggregate to One
Hundred Thousand Dollars ($100,000.00).

The designations, voting powers, preferences and relative,
participating, optional or other special rights, and qualification,
limitations or restrictions of the above classes of stock are as
follows:

I. Preferred Stock

A. Issuance in Series. Shares of Preferred Stock may be issued in
one or more series at such time or times, and for such
consideration or considerations as the Board of Directors may
determine. All shares of any one series of Preferred Stock
will be identical with each other in all respects, except that
shares of one series issued at different times may differ as
to dates from which dividends thereon may be cumulative.

B. Authority of the Board with Respect to Series. The Board of
Directors is authorized, at any time and from time to time, to
provide for the issuance of shares of Preferred Stock in one
or more series with such designations, voting powers,
preferences and relative, participating, optional or other
special rights and qualifications, limitations or restrictions
thereof as are stated and expressed in the resolution or
resolutions providing for the issue thereof adopted by the
Board of Directors, and as are not stated and expressed in the
Certificate of Incorporation or any amendment thereto
including, but not limited to, determination of any of the
following:

(a) the distinctive serial designation and the number
of shares constituting a series;

(b) the dividend rate or rates, whether dividends are
cumulative and , if so, from which date, the payment date or
dates for dividends, and the participating or other special
rights, if any, with respect to dividends, including any
preference as to the dividend payments granted to one or more
series which may be superior in right to any other series;

(c) the voting powers, full or limited, if any, of
the shares of the series;

(d) whether the shares are redeemable and, if so, the
price or prices at which, and the terms and conditions on
which, the shares may be redeemed;

(e) the amount or amounts payable upon the shares in
the event of voluntary or involuntary liquidation,
dissolutions, distributions of assets or winding up of the
Corporation prior to any payment or distribution of the assets
of the Corporation to any class or classes of stock of the
Corporation ranking junior to the Preferred Stock;

(f) whether the shares are entitled to the benefit of
a sinking or retirement fund to be applied to the purchase or
redemption of shares of a series and, if so entitled, the
amount of the fund and the manner of its application,
including the price or prices at which the shares may be
redeemed or purchased through the application of the fund;

(g) whether the shares are convertible into, or
exchangeable for, shares of any other class or classes or of
any other series of the same or any other class or classes of
stock of the Corporation and, if so convertible or
exchangeable, the conversion price or prices, or the rates of
exchange, and the adjustments thereof, if any, at which the
conversion or exchange may be made, and any other terms and
conditions of the conversion or exchange; and

(h) any other preferences, privileges and powers, and
relative participating, optional or other special rights, and
qualifications, limitations or restrictions of a series, as
the Board of Directors may deem advisable and as are not
inconsistent with the provisions of the Certificate of
Incorporation or any amendment thereto.

C. Dividend. Before any dividends on any class or classes of
stock of the Corporation ranking junior to the Preferred Stock
(other than dividends payable in shares of any class or
classes of stock of the corporation ranking junior to the
Preferred Stock) may be declared or paid or set apart for
payment, the holders of shares of Preferred Stock of each
series are entitled to such cash dividends, but only when and
as declared by the Boards of Directors out of funds legally
available therefor, as they may be entitled to in accordance
with the resolution or resolutions adopted by the Board of
Directors providing for issue of the series, payable on such
dates in each year as may be fixed in the resolution or
resolutions. The term "class or classes of stock of the
Corporation ranking junior to the Preferred Stock" means the
Common Stock and any other class or classes of stock of the
Corporation hereafter authorized which rank junior to the
Preferred Stock as to dividends or upon liquidation.

D. Required Shares. Shares of Preferred Stock which have been
issued and reacquired in any manner by the Corporation
(excluding, until the corporation elects to retire them,
shares which are held as treasury shares but including shares
redeemed, shares purchased and retired and shares which have
been converted into shares of Commons Stock) will have the
status of authorized and unissued shares of Preferred Stock
and may be reissued.

II. Common Stock

A. Dividends. Subject to the preferential rights of the Preferred
Stock, the holders of the Common Stock are entitled to
receive, to the extent permitted by law, such dividends as may
be declared from time to time by the Board of Directors.

B. Liquidation. In the event of the voluntary or involuntary
liquidation, dissolution, distribution of assets or winding up
of the Corporation, after distribution in full of the
preferential amounts, if any, to be distributed to the holder
of shares of Preferred Stock, holders of Common Stock shall be
entitled to receive all of the remaining assets of the
Corporation of whatever kind available for distribution to
stockholders ratably in proportion to the number of shares of
Common Stock held by them respectively. The Board of Directors
may distribute in kind to the holders of Common Stock such
remaining assets of the Corporation or may sell, transfer or
otherwise dispose of all or any part of such remaining assets
to any other corporation, trust or other entity and receive
payment therefore in cash, stock or obligations of such other
corporation, trust or other entity, or any combination
thereof, and may sell all or any part of the consideration so
received and distribute any balance thereof in kind to holders
of Common Stock. The merger or consolidation of the
corporation into or with any other corporation, or the merger
of any other corporation into it, or any purchase or
redemption of shares of stock of the Corporation of any class,
shall not be deemed to be a dissolution, liquidation or
winding up of the Corporation for the purposes of this
paragraph.

C. Voting Rights. Except as may be otherwise required by law or
the Certificate of Incorporation or any amendment thereto,
each holder of Common Stock has one vote in respect to each
share of Common Stock held by him of record on the books of
the corporation on all matters voted on by the stockholders.

III. Other Provisions.

A. Preemptive Rights. No stockholder shall have any preemptive
right to subscribe to an additional issue of stock of any
class or series or to any securities of the Corporation
convertible into such stock.

SECOND: That thereafter, pursuant to resolution of its Board of
Directors, a special meeting of the stockholders of said Corporation was duly
called and held upon notice in accordance with Section 222 of the General
Corporation Law of the State of Delaware, at which meeting a necessary number of
shares as required by the statute were present and voted in favor of said
amendment.

THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.

FOURTH: That the capital of said corporation shall not be reduced under
or by reason of said amendment.

IN WITNESS WHEREOF, said Applebee's International, Inc. has caused its
corporate seal to be hereunto affixed and this certificate to be signed by John
Hamra, its President, and attested to by Johyne Reck, its Secretary, this 2nd
day of March, 1988.

APPLEBEE'S INTERNATIONAL, INC.

By: /s/ John Hamra
John Hamra, President