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

                                    FORM 10-Q

(Mark One)

     |X|  Quarterly  report  pursuant  to Section 13 or 15(d) of the  Securities
          Exchange  Act of 1934 for the  quarterly  period  ended April 2, 2006.
                                                                  -------------

     |_|  Transition  report  pursuant to Section 13 or 15(d) of the  Securities
          Exchange Act of 1934 for the transition  period from  _____________ to
          _______________.

                        Commission File Number 001-13587


                             CEC ENTERTAINMENT, INC.
             (Exact name of registrant as specified in its charter)


                   Kansas                                  48-0905805
       (State or other jurisdiction of                  (I.R.S. Employer
       incorporation or organization)                  Identification No.)


                            4441 West Airport Freeway
                               Irving, Texas 75062
                    (Address of principal executive offices,
                               including zip code)


                                 (972) 258-8507
                         (Registrant's telephone number,
                              including area code)

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the preceding 12 months (or such shorter  period that the registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes |X| No |_|

     Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer" in Rule 12b-2 of the Securities  Exchange Act of 1934. Large  accelerated
filer [X] Accelerated filer [_] Non-accelerated filer [_].

     Indicated  by check mark  whether  the  registrant  is a shell  company (as
defined in Rule 12b-2 of the Act) . Yes [ ] No [X]

     At May 8, 2006,  an  aggregate  of  33,289,098  shares of the  registrant's
Common  Stock,  par value of $.10 each  (being  the  registrant's  only class of
common stock), were outstanding.




<PAGE>



                             CEC ENTERTAINMENT, INC.
                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----

Part I - Financial Information:

   Item 1.  Financial Statements:

      Condensed Consolidated Balance Sheets................................    3
      Condensed Consolidated Statements of Earnings and Comprehensive
         Income............................................................    4
      Condensed Consolidated Statement of Shareholders' Equity.............    5
      Condensed Consolidated Statements of Cash Flows .....................    6
      Notes to Condensed Consolidated Financial Statements.................    7

   Item 2. Management's Discussion and Analysis of Financial Condition
      and Results of Operations............................................   12

   Item 3. Quantitative and Qualitative Disclosures about Market Risk .....   16

   Item 4.  Controls and Procedures........................................   16

Part II - Other Information:

   Item 1.   Legal Proceedings.............................................   17

   Item 1A. Risk Factors...................................................   17

   Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds..   17

   Item 4.    Submission of Matters to a Vote of Security Holders..........   17

   Item 6.    Exhibits and Reports on Form 8-K.............................   17

Signatures.................................................................   18

Certifications.............................................................   19



<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

<TABLE>
<CAPTION>

                                             CEC ENTERTAINMENT, INC.
                                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                                   (Unaudited)
                                          (Thousands, except share data)

                                                      ASSETS
                                                                                      April 2,       January 1,
                                                                                        2006            2006
                                                                                     ---------       ----------
                                                                                                   (as adjusted-
                                                                                                     see Note 3)
<S>                                                                                  <C>             <C>
Current assets:
   Cash and cash equivalents....................................................     $  15,689       $  12,184
   Accounts receivable..........................................................        19,652          20,323
   Inventories..................................................................        12,799          13,659
   Prepaid expenses.............................................................         9,746           7,882
   Deferred tax asset...........................................................         1,824           1,824
                                                                                     ---------       ---------
      Total current assets......................................................        59,710          55,872
                                                                                     ---------       ---------

Property and equipment, net.....................................................       594,550         592,255
                                                                                     ---------       ---------

Other assets....................................................................         1,762           2,201
                                                                                     ---------       ---------
                                                                                     $ 656,022       $ 650,328
                                                                                     =========       =========

                                       LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Current portion of long-term debt............................................     $     599       $     594
   Accounts payable.............................................................        21,117          30,264
   Accrued liabilities..........................................................        46,346          27,791
                                                                                     ---------       ---------
      Total current liabilities.................................................        68,062          58,649
                                                                                     ---------       ---------

Long-term debt, less current portion............................................       116,729         148,974
                                                                                     ---------       ---------

Deferred rent...................................................................        63,974          61,877
                                                                                     ---------       ---------

Deferred tax liability..........................................................        16,131          15,388
                                                                                     ---------       ---------

Accrued insurance...............................................................        17,000          17,000
                                                                                     ---------       ---------

Commitments and contingencies (Note 4)

Shareholders' equity:
   Common stock, $.10 par value; authorized 100,000,000 shares; 56,591,613
      and 56,115,658 shares issued, respectively ...............................         5,659           5,612
   Capital in excess of par value...............................................       328,231         314,476
   Retained earnings ...........................................................       497,618         468,398
   Accumulated other comprehensive income ......................................         2,467           2,446
   Deferred compensation........................................................        (6,915)
   Less treasury shares of 22,821,415 and 22,499,815, respectively, at cost.....      (452,934)       (442,492)
                                                                                     ---------       ---------
                                                                                       374,126         348,440
                                                                                     ---------       ---------
                                                                                     $ 656,022       $ 650,328
                                                                                     =========       =========


                            See notes to condensed consolidated financial statements.

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                       CEC ENTERTAINMENT, INC.
                            CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                                      AND COMPREHENSIVE INCOME
                                             (Unaudited)
                                 (Thousands, except per share data)

                                                                          Three Months Ended
                                                                  ---------------------------------
                                                                  April 2, 2006       April 3, 2005
                                                                  -------------       -------------
                                                                                      (as adjusted-
                                                                                       see Note 3)

<S>                                                                 <C>                 <C>
Food and beverage revenues...................................       $ 148,600           $ 139,044
Games and merchandise revenues...............................          77,506              74,242
Franchise fees and royalties.................................             884                 795
Interest income .............................................               2                   5
                                                                    ---------           ---------
                                                                      226,992             214,086
                                                                    ---------           ---------

Costs and expenses:
   Cost of sales:
      Food, beverage and related supplies....................          27,422              25,568
      Games and merchandise..................................          10,062               8,324
      Labor..................................................          59,626              53,825
                                                                    ---------           ---------
                                                                       97,110              87,717
   Selling, general and administrative expenses..............          28,672              26,894
   Depreciation and amortization.............................          15,919              14,397
   Interest expense..........................................           1,703                 723
   Other operating expenses..................................          36,610              33,555
                                                                    ---------           ---------
                                                                      180,014             163,286
                                                                    ---------           ---------

Income before income taxes...................................          46,978              50,800

Income taxes.................................................          17,758              19,457
                                                                    ---------           ---------

Net income ..................................................          29,220              31,343

Other comprehensive income (loss), net of tax:
   Foreign currency translation..............................              21                (135)
                                                                    ---------           ---------

Comprehensive income.........................................       $  29,241           $  31,208
                                                                    =========           =========

Earnings per share:
   Basic:
      Net income ............................................       $     .87           $     .87
                                                                    =========           =========
      Weighted average shares outstanding....................          33,719              36,205
                                                                    =========           =========
   Diluted:
      Net income  ...........................................       $     .85           $     .84
                                                                    =========           =========
      Weighted average shares outstanding....................          34,517              37,451
                                                                    =========           =========









                      See notes to condensed consolidated financial statements.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                           CEC ENTERTAINMENT, INC.
                          CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                                                 (Unaudited)
                                                 (Thousands)


                                                                                     Amounts         Shares
                                                                                     -------         ------

<S>                                                                                 <C>              <C>
Common stock and capital in excess of par value:
   Balance, beginning of year (as adjusted - see Note 3).....................       $ 320,088        56,116
   Stock options exercised...................................................           4,842           220
   Excess tax benefit from stock-based compensation..........................             303
   Stock issued under 401(k) plan............................................             457            13
   Stock compensation expense................................................           1,084
   Issuance of restricted stock, net of forfeiture adjustments...............           7,116           243
                                                                                    ---------       -------
   Balance, April 2, 2006....................................................         333,890        56,592
                                                                                    ---------       =======

Retained earnings:
   Balance, beginning of year (as adjusted - see Note 3).....................         468,398
   Net income................................................................          29,220
                                                                                    ---------
   Balance, April 2, 2006....................................................         497,618
                                                                                    ---------

Accumulated other comprehensive income:
   Balance, beginning of year................................................           2,446
   Foreign currency translation..............................................              21
                                                                                    ---------
   Balance, April 2, 2006....................................................           2,467
                                                                                    ---------

Deferred compensation:
   Balance, beginning of year................................................               0
   Stock compensation expense................................................             201
   Issuance of restricted stock, net of forfeiture estimates.................          (7,116)
                                                                                    ---------
   Balance, April 2, 2006....................................................          (6,915)
                                                                                    ---------

Treasury shares:
   Balance, beginning of year................................................        (442,492)       22,500
   Treasury stock acquired...................................................         (10,442)          321
                                                                                    ---------       -------
   Balance, April 2, 2006....................................................        (452,934)       22,821
                                                                                    ---------       =======

Total shareholders' equity...................................................       $ 374,126
                                                                                    =========
















                          See notes to condensed consolidated financial statements.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

                                        CEC ENTERTAINMENT, INC.
                            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                              (Unaudited)
                                              (Thousands)

                                                                              Three Months Ended
                                                                       --------------------------------
                                                                       April 2, 2006      April 3, 2005
                                                                       -------------      -------------
                                                                                          (as adjusted-
                                                                                           see Note 3)
<S>                                                                       <C>                <C>
Operating activities:
   Net income .....................................................       $ 29,220           $ 31,343
   Adjustments to reconcile net income to cash
      provided by operating activities:
      Depreciation and amortization................................         15,919             14,397
      Deferred income taxes........................................            749             (1,746)
      Stock compensation expense...................................          1,285              1,477
      Excess tax benefit from stock-based compensation.............           (303)              (267)
      Contributions from landlords.................................          1,788              1,596
      Deferred lease rentals.......................................            309                973
      Provision for asset write-offs...............................            367                293
      Changes in assets and liabilities:
         Accounts receivable.......................................            671               (722)
         Inventories...............................................            860                764
         Prepaid expenses..........................................         (1,864)            (1,689)
         Accounts payable..........................................         (8,679)            (3,318)
         Accrued liabilities.......................................         19,043             17,424
                                                                          --------           --------
            Cash provided by operations............................         59,365             60,525
                                                                          --------           --------

Investing activities:
   Purchases of property and equipment.............................        (18,688)           (15,767)
   Decrease in other assets........................................            412                280
                                                                          --------           --------
            Cash used in investing activities......................        (18,276)           (15,487)
                                                                          --------           --------

Financing activities:
   Proceeds on long-term debt......................................                             3,000
   Payments on long-term debt......................................        (32,240)           (28,134)
   Exercise of stock options ......................................          4,842              3,100
   Excess tax benefit from stock-based compensation................            303                267
   Treasury stock acquired ........................................        (10,442)           (23,594)
   Other ..........................................................            (47)               288
                                                                          --------           --------
            Cash used in financing activities......................        (37,584)           (45,073)
                                                                          --------           --------

Increase (decrease) in cash and cash equivalents ..................          3,505                (35)
Cash and cash equivalents, beginning of period.....................         12,184             11,798
                                                                          --------           --------
Cash and cash equivalents, end of period...........................       $ 15,689           $ 11,763
                                                                          ========           ========


Supplemental cash flow information:
   Interest paid...................................................       $    630           $    763
   Income taxes paid...............................................          1,226              3,806

Non-cash investing and financing activities:
   Change in accrued construction accounts payable.................           (196)               (58)
   Stock issued under 401(k) plan..................................            457                456



                       See notes to condensed consolidated financial statements.

</TABLE>

<PAGE>


                             CEC ENTERTAINMENT, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)


1.   Interim financial statements:

     In the  opinion of  management,  the  accompanying  condensed  consolidated
financial  statements  for the  periods  ended  April 2,  2006 and April 3, 2005
reflect  all  adjustments  (consisting  only of  normal  recurring  adjustments)
necessary  to  present  fairly the  Company's  financial  condition,  results of
operations  and cash flows in  accordance  with  generally  accepted  accounting
principles.

     Certain  information  and  footnote  disclosures  normally  included in the
consolidated financial statements prepared in accordance with generally accepted
accounting  principles have been omitted.  The unaudited condensed  consolidated
financial  statements  referred to above should be read in conjunction  with the
financial statements and notes thereto included in the Company's Form 10-K filed
with the Securities and Exchange  Commission for the year ended January 1, 2006.
Results of operations  for the periods ended April 2, 2006 and April 3, 2005 are
not necessarily indicative of the results for the year.


2.   Earnings per common share:

     Basic  earnings per common share ("EPS") is computed by dividing net income
by the weighted average number of common shares outstanding. Diluted EPS adjusts
for the effect of  potential  common  shares  from  dilutive  stock  options and
restricted  shares  using the  treasury  stock  method.  Earnings per common and
potential  common share were  computed as follows  (thousands,  except per share
data):

<TABLE>
<CAPTION>

                                                                                          Three Months Ended
                                                                                       -----------------------
                                                                                       April 2,       April 3,
                                                                                         2006           2005
                                                                                       --------       --------
                                                                                                    (as adjusted-
                                                                                                     See Note 3)

<S>                                                                                    <C>            <C>
Net income .....................................................................       $ 29,220       $ 31,343
                                                                                       ========       ========

Basic:
   Weighted average common shares outstanding...................................         33,719         36,205
                                                                                       ========       ========
   Earnings per common share....................................................       $    .87       $    .87
                                                                                       ========       ========

Diluted:
   Weighted average common shares outstanding...................................         33,719         36,205
   Potential common shares for stock options and restricted shares..............            798          1,246
                                                                                       --------       --------
   Weighted average shares outstanding..........................................         34,517         37,451
                                                                                       ========       ========
   Earnings per common and potential
      common share..............................................................       $    .85       $    .84
                                                                                       ========       ========

</TABLE>


<PAGE>


                             CEC ENTERTAINMENT, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)


3.   Stock based compensation:

     The Company  adopted  Financial  Accounting  Standards  Board Statement No.
123(R), "Share-Based Payment" ("FAS 123R") and has elected to apply the modified
retrospective  method of adoption  and as a result,  retroactively  adjusted the
results from prior periods.

     Under  the  terms  of the  Company's  stock  option  plans,  employees  and
non-employee  directors may be granted options to purchase the Company's  common
stock at a price equal to the market price on the date of grant. Options may not
be exercised until the employee has been continuously  employed for at least one
year  after  the  date of  grant.  Options  which  expire  or  terminate  may be
re-granted  under  the plan.  At April 2,  2006,  there  were  2,047,639  shares
available for future awards under the stock option plans.

     Stock option transactions are summarized as follows:

                                                                     Weighted
                                                    Options          Average
                                                  Outstanding     Exercise Price
                                                  -----------     --------------

Options outstanding, Jan. 1, 2006............      5,452,774          $ 25.69
   Granted...................................
   Exercised.................................       (219,988)           22.01
   Terminated................................        (64,987)           33.23
                                                  ----------
Options outstanding,  April 2, 2006..........      5,167,799            25.75
                                                  ==========

     Options outstanding at April 2, 2006:

<TABLE>
<CAPTION>

                             Options Outstanding                                         Options Exercisable
-----------------------------------------------------------------------------       -----------------------------
                          Options          Weighted Avg.          Weighted            Options           Weighted
    Range of            Outstanding          Remaining            Average           Exercisable         Average
 Exercise Prices        as of 4/2/06       Life (Years)        Exercise Price       as of 4/2/06        Exercise
 ---------------        ------------       ------------        --------------       ------------       ----------

<C>       <C>             <C>                   <C>               <C>                 <C>                <C>
$ 11.67 - $ 19.99         2,026,571             3.1               $ 18.90             1,935,650          $ 18.83
$ 20.83 - $ 27.43           801,826             1.8                 22.68               849,546            22.67
$ 29.00 - $ 31.49           936,256             3.0                 29.22               896,266            29.12
$ 31.64 - $ 34.09           481,284             4.8                 31.90               266,803            31.88
$ 35.04 - $ 42.17           921,862             3.9                 36.77               230,314            36.65
                         ----------                                                  ----------
$ 11.67 - $ 42.17         5,167,799             3.2                 25.75             4,178,579            23.64
                         ==========                                                  ==========

</TABLE>


<PAGE>


                             CEC ENTERTAINMENT, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)

3.   Stock based compensation (continued):

     Prior to 2006, the Company  accounted for stock  compensation in accordance
with Financial  Accounting  Standards Board  Statement No. 123,  "Accounting for
Stock-Based  Compensation,"  ("FAS  123") and  elected to  recognize  no expense
related  to stock  compensation,  since  options  were  always  granted  with an
exercise  price equal to the market price of the Company's  stock on the date of
grant.  In December  2004,  the Financial  Accounting  Standards  Board issued a
revised  and renamed  standard  regarding  stock  compensation  - FAS 123R.  The
revised standard, which was adopted by the Company in the first quarter of 2006,
eliminates  the  disclosure-only   election  under  FAS  123  and  requires  the
recognition  of  compensation  expense of stock  options  and all other forms of
equity compensation  generally based on the fair value of the instruments on the
date of grant. In order to enhance  comparability  among all years presented and
to provide  the  fullest  understanding  of the impact  that stock  compensation
expense has on the  Company,  the Company  has  retrospectively  applied the new
standard to prior period results.

     The fair value of stock compensation is recognized in selling,  general and
administrative expense over the vesting period, and is determined on the date of
grant using the  Black-Scholes  option pricing model to determine the fair value
of options granted. The estimated fair value of options granted was $9.72, $9.93
and $6.32 per share in 2005, 2004 and 2003, respectively. The following weighted
average assumptions were used for grants: risk free interest rate of 4.1%, 3.00%
and 3.10% in 2005,  2004 and 2003,  respectively;  no dividend  yield;  expected
lives of three  years in 2005 and  five  years in 2004 and  2003;  and  expected
volatility of 30%.

     The  unaudited  condensed  consolidated  statement  of income for the three
months  ended  April 2, 2006 and  April 3, 2005  reflects  pre-tax  share  based
compensation cost of $1.3 million and $1.5 million,  respectively. The impact on
net  income  for the  three  months  ended  April 2,  2006 and April 3, 2005 was
$791,000 and $911,000,  respectively.  The amount  expensed in 2006 includes the
expense of restricted shares granted in the first quarter of 2006.  Unrecognized
pretax stock  compensation  cost as of April 2, 2006 was $5.8 million related to
stock options granted and $6.9 million related to restricted shares issued.

     Cash proceeds  from the exercise of stock options  totaled $4.8 million and
$3.1  million in the first three  months of 2006 and the first  three  months of
2005,  respectively.  Stock options  exercised in the first quarters of 2006 and
2005 had an aggregate intrinsic value (amount by which the market price exceeded
the exercise  price on the date of  exercise) of $2.4 million and $1.3  million,
respectively.  The income tax benefit  related to the expense of employee  stock
options  was  $303,000  and  $267,000  for the first  quarters of 2006 and 2005,
respectively.

     Following are figures  pertinent to the balance sheet as of January 1, 2006
and the first  quarter of 2005  consolidated  statement of earnings as they were
previously reported and as restated for the retrospective adoption of FAS123R.

<TABLE>
<CAPTION>

                                                                       January 1, 2006
                                                         --------------------------------------------
                                                         As Previously
                                                            Reported        Adjustment       Adjusted
                                                         -------------      ----------      ---------

<S>                                                        <C>               <C>            <C>
Condensed Consolidated Balance Sheet:
   Deferred tax liability...........................       $  29,272         $(13,884)      $  15,388
   Capital in excess of par value...................         262,846           51,630         314,476
   Retained earnings................................         506,144          (37,746)        468,398
   Total shareholders' equity.......................         334,556           13,884         348,440

</TABLE>

<PAGE>


                             CEC ENTERTAINMENT, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)

3.   Stock based compensation (continued):

<TABLE>
<CAPTION>
                                                               Three Months ended April 3, 2005
                                                         --------------------------------------------
                                                         As Previously
                                                            Reported        Adjustment       Adjusted
                                                         -------------      ----------      ---------
<S>                                                        <C>               <C>            <C>
Condensed Consolidated Statement of Earnings:
   Selling, general and administrative expenses.....       $  25,417         $  1,477       $  26,894
   Total costs and expenses.........................         161,809            1,477         163,286
   Income before income taxes.......................          52,277           (1,477)         50,800
   Income taxes.....................................          20,023             (566)         19,457
   Net income.......................................          32,254             (911)         31,343
   Comprehensive income.............................          32,119             (911)         31,208
   Basic earnings per share.........................             .89             (.02)            .87
   Diluted earnings per share.......................             .86             (.02)            .84

</TABLE>

<TABLE>
<CAPTION>
                                                               Three Months ended April 3, 2005
                                                         --------------------------------------------
                                                         As Previously
                                                            Reported        Adjustment       Adjusted
                                                         -------------      ----------      ---------
<S>                                                        <C>               <C>            <C>
Condensed Consolidated Statement of Cash Flows:
   Net income.......................................       $  32,254         $   (911)      $  31,343
   Stock compensation expense.......................               0            1,477           1,477
   Excess tax benefit from stock-based compensation.             497             (764)           (267)
   Deferred income taxes............................          (1,410)            (336)         (1,746)
   Accrued liabilities..............................          17,157              267          17,424
   Cash provided by operating activities............          60,792             (267)         60,525
   Excess tax benefit from stock-based compensation.               0              267             267
   Cash used in financing activities................         (45,340)             267         (45,073)

</TABLE>

     In May 2004, the Company  adopted an employee  restricted  stock plan under
which 500,000 shares may be granted  before  December 31, 2014. The value of the
shares  awarded  under the plan shall be equal to the fair market  value of such
shares on the date of grant.  All shares  awarded  shall  provide  for a vesting
period of at least one year and no more than five years,  and the full award may
not vest in less than three years.  Shares issued under a restricted stock award
are  nontransferable  and subject to the forfeiture  restrictions.  Shares which
expire or terminate may be re-granted  under the plan. In 2006,  242,525  shares
were issued under the plan, net of 8,464 shares forfeited, at a weighted average
price of $33.19. As a result, the Company recognized deferred  compensation cost
of $7.1 million.

4.   Commitments and contingencies:

     From  time to  time,  the  Company  is  involved  in  litigation,  which is
incidental to its business. In the Company's opinion, no litigation to which the
Company  currently is a party is likely to have a material adverse effect on the
Company's results of operations, financial condition or cash flows.


<PAGE>




                             CEC ENTERTAINMENT, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)


5.   New accounting pronouncement:

     In March 2006, the Emerging  Issues Task Force  ("EITF")  issued EITF Issue
06-3,  "How Sales Taxes  collected From  Customers and Remitted to  Governmental
Authorities  Should Be  Presented  in the Income  Statement."  A  consensus  was
reached that entities may adopt a policy of presenting sales taxes in the income
statement on either a gross or net basis.  If taxes are  significant,  an entity
should  disclose its policy of  presenting  taxes and the amounts of taxes.  The
guidance is effective for periods beginning after December 15, 2006. The Company
presents  sales net of sales  taxes.  This  issue will not impact the method for
recording sales taxes in the Company's consolidated financial statements.

     There are no other recently  issued  accounting  standards  effective after
April 2, 2006 that are expected to materially impact the Company.


<PAGE>


Item 2: Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Results of Operations

First Quarter 2006 Compared to First Quarter 2005

     A summary of the results of  operations  of the Company as a percentage  of
revenues for the first quarters of 2006 and 2005 is shown below.

                                                        Three Months Ended
                                                  ------------------------------
                                                  April 2, 2006    April 3, 2005
                                                  -------------    -------------
                                                                     (adjusted)
Revenue.......................................        100.0%           100.0%
                                                      -----            -----
Costs and  expenses:
   Cost of sales:
      Food, beverage and related supplies.....         12.1             11.9
      Games and merchandise...................          4.4              3.9
      Labor...................................         26.3             25.1
                                                      -----            -----
                                                       42.8             40.9
   Selling, general and administrative........         12.6             12.6
   Depreciation and amortization..............          7.0              6.7
   Interest expense...........................           .8               .4
   Other operating expenses...................         16.1             15.7
                                                      -----            -----
                                                       79.3             76.3
                                                      -----            -----
Income before income taxes....................         20.7             23.7
Income tax expense ...........................          7.8              9.1
                                                      -----            -----
Net income ...................................         12.9%            14.6%
                                                      =====            =====

     Revenues

     Revenues increased 6.0% to $227.0 million in the first quarter of 2006 from
$214.1 million in the first quarter of 2005 due to a weighted  average  increase
of 25  Company-operated  restaurants and an increase of 1.2% in comparable store
sales between the periods.  There was a negative impact associated with a number
of school spring breaks shifting from the first quarter of the prior year to the
second  quarter of this year. In the first quarter of 2006, the number of guests
per comparable store increased an estimated 4% to 5% compared to the same period
of the prior year due  primarily to a marketing  promotion  and enhanced  coupon
initiative. Additionally, the average guest check declined an estimated 3% to 4%
in the first quarter of 2006 compared to the first quarter of 2005. There was no
material  net change in menu prices  between  the first  quarter of 2005 and the
first quarter of 2006.

     Costs and Expenses

     Costs and  expenses as a percentage  of revenues  increased to 79.3% in the
first quarter of 2006 from 76.3% in the first quarter of 2005.

     Cost of sales  increased as a percentage  of revenues to 42.8% in the first
quarter  of 2006 from  40.9% in the  comparable  period  of 2005.  Cost of food,
beverage, and related supplies as a percentage of revenues increased to 12.1% in
the first quarter of 2006 from 11.9% in the first quarter of 2005, due to higher
produce  and paper costs which were  partially  offset by a reduction  in cheese
prices and a  reduction  in the cost of various  pizza  toppings.  In  addition,
margin  pressure  associated  with the decline in average guest check  increased
costs as a percentage of revenues. Cost of games and merchandise as a percentage
of  revenues  increased  to 4.4% in the first  quarter  of 2006 from 3.9% in the
first quarter of 2005 due primarily to the  distribution  of free tokens related
to a  marketing  promotion  in the first  quarter  of 2006.  Labor  expense as a
percentage  of  revenues  increased  to 26.3% in the first  quarter of 2006 from
25.1% in the first  quarter  of 2005  primarily  due to higher  wage rates and a
decline in the average guest check.


<PAGE>


     Selling,  general and  administrative  expenses as a percentage of revenues
were 12.6% in the first three months of 2006 and the first three months of 2005.
Increased  advertising costs associated with a marketing  promotion in the first
quarter of 2006 was offset by the  benefit of not holding a  restaurant  general
manager conference in 2006 compared to the first quarter of 2005.

     Depreciation  and  amortization   expenses  as  a  percentage  of  revenues
increased to 7.0% in the first quarter of 2006 from 6.7% in the first quarter of
2005 due to capital invested in new and existing restaurants.

     Interest expense as a percentage of revenues increased to 0.8% in the first
three months of 2006 from 0.4% in the first three months of 2005  primarily  due
to an increase in the average debt balance and an increase in interest rates.

     Other operating  expenses increased as a percentage of revenues to 16.1% in
the first quarter of 2006 from 15.7% in the first quarter of 2005  primarily due
to increased utility costs.

     The Company's  effective  income tax rate was 37.8% in the first quarter of
2006 compared to 38.3% in the first quarter of 2005.

     Net Income

     The  Company had net income of $29.2  million in the first  quarter of 2006
compared  to $31.3  million in the first  quarter of 2005 due to the  changes in
revenues and expenses  discussed above. The Company's diluted earnings per share
increased  1.2% to $.85 per  share in the  first  quarter  of 2006 from $.84 per
share in the  first  quarter  of 2005 due to a 7.8%  decrease  in the  number of
weighted  average  shares  outstanding  offset by a 6.8%  decrease in net income
discussed above.


     Financial Condition, Liquidity and Capital Resources

     Cash provided by operations  was $59.4 million in the first quarter of 2006
compared to $60.5 million in the first  quarter of 2005.  Net cash outflows from
investing activities for the first quarter of 2006 were $18.3 million, primarily
related to capital expenditures. Net cash outflows from financing activities for
the first quarter of 2006 were $37.6 million,  primarily  related to payments to
reduce  outstanding  debt and the repurchase of the Company's  common stock. The
Company's primary requirements for cash relate to planned capital  expenditures,
the  repurchase  of the  Company's  common stock and debt  service.  The Company
expects that it will satisfy such  requirements from cash provided by operations
and, if necessary, funds available under its line of credit.

     Cash provided by  operations  is a significant  source of liquidity for the
Company.  Since substantially all of the Company's sales are for cash and credit
cards, and accounts payable are generally due in five to 30 days, the Company is
able to carry current  liabilities in excess of current assets.  The net working
capital  deficit  increased from $2.8 million at January 1, 2006 to $8.4 million
at April 2, 2006 due  primarily  to the timing of payments  for various  accrued
expenses.

     The Company has  initiated  several  strategies  to increase  revenues  and
earnings over the long-term that require capital expenditures.  These strategies
include: (a) new restaurant development and acquisitions of existing restaurants
from franchisees,  (b) a game enhancement initiative that includes new games and
rides (c) major  remodels,  and (d) expansions of the square footage of existing
restaurants.

     In 2006,  the Company  plans to add 24 to 28  restaurants,  which  includes
opening new  restaurants,  acquiring  existing  restaurants from franchisees and
relocating certain  restaurants.  The Company currently  anticipates its cost of
opening such new restaurants will vary depending upon many factors including the
size of the restaurants and whether the Company  acquires land or the restaurant
is an  in-line  or  freestanding  building.  The  Company  intends on opening or
acquiring from franchisees a total of 80 to 90 company restaurants over the next
three years, including approximately two to four relocated restaurants per year.
The  average  capital  cost of all new  restaurants  expected to open in 2006 is
approximately $2.0 million per restaurant.


<PAGE>


     The primary  components of the game  enhancement  initiatives are new games
and rides  with an average  capital  cost in 2006 of  $90,000  to  $110,000  per
restaurant.  The  major  remodel  initiative  includes  expansion  of the  space
allocated to the game room, an increase in the number of games and rides,  a new
ceiling with enhanced  lighting,  salad bar enhancements,  restroom remodels and
may include a new  exterior  and  interior  identity.  A new  exterior  identity
includes a revised Chuck E.  Cheese(R)  logo and signage,  updating the exterior
design of the buildings and, in some  restaurants,  adding colorful new awnings.
The interior component  includes painting,  updating decor and a new menu board.
The typical  capital  cost of the major  remodel is estimated to be $500,000 per
restaurant in 2006.  Expanding the square  footage of existing  restaurants  can
typically range in cost from $300,000 to $900,000 per restaurant,  but generally
have an average capital cost of approximately $700,000.

     The Company expects the aggregate  capital costs in 2006 of completing game
enhancements,  major  remodels  and  expanding  the square  footage of  existing
restaurants  to total  approximately  $40 million and impact  approximately  150
restaurants.

     During the first quarter of 2006, the Company opened three new restaurants,
completed 18 game rotation upgrades, nine major remodels and expanded the square
footage  of  one  restaurant.  The  Company  currently  estimates  that  capital
expenditures in 2006 will be $95 to $100 million,  including the $40 million the
Company is expecting to invest to remodel existing stores.  The Company plans to
finance its  capital  expenditures  through  cash flow from  operations  and, if
necessary, borrowings under the Company's line of credit.

     From time to time, the Company repurchases shares of its common stock under
a plan authorized by its Board of Directors.  The plan authorizes repurchases in
the open market or in private  transactions.  Beginning in 1993, the Company has
repurchased  approximately  22.0 million  shares of the Company's  common stock,
retroactively  adjusted for all stock splits, at an aggregate  purchase price of
approximately  $448.2  million.  During the first  quarter of 2006,  the Company
repurchased 321,600 shares at an aggregate purchase price of approximately $10.4
million. At the end of the first quarter of 2006,  approximately  $336.6 million
remained available for repurchase under a $400 million repurchase  authorization
approved by the Company's Board of Directors in July 2005.

     The Company has available  borrowings under its line of credit agreement of
up to $200 million that is scheduled to mature in December 2010.  Interest under
the line of credit is  dependent  on earnings and debt levels of the Company and
ranges  from  prime or, at the  Company's  option,  LIBOR  plus  0.50% to 1.25%.
Currently,  any borrowings  under this line of credit would be at the prime rate
or  LIBOR  plus  0.75%.  As of April 2,  2006,  there  were  $105.0  million  in
borrowings under this line of credit and outstanding  letters of credit of $12.1
million.  The  line  of  credit  agreement  contains  certain  restrictions  and
conditions  as defined in the  agreement  that require the Company to maintain a
fixed charge  coverage ratio at a minimum of 1.5 to 1.0 and a maximum total debt
to  earnings  before  interest,  taxes,  depreciation,  amortization  and  other
non-cash  items  ratio  of 3.0 to 1.0.  Borrowings  under  the  line  of  credit
agreement  are  unsecured  but the  Company  has agreed not to pledge any of its
existing assets to secure future indebtedness. At April 2, 2006, the Company was
in compliance with all of the above debt covenants.

Critical Accounting Policies and Estimates

     The following  discussion  addresses the Company's most critical accounting
policies, which are those that require significant judgment.

     Self Insurance

     The Company  estimates its  liability  for incurred but  unsettled  general
liability  and  workers  compensation  related  claims  under  its  self-insured
retention  programs,  including reported losses in the process of settlement and
losses  incurred but not  reported.  The  estimate is based on loss  development
factors  determined  through  actuarial  methods  using the  actual  claim  loss
experience of the Company subject to adjustment for current trends. Revisions to
the estimated  liability  resulting from ongoing periodic reviews are recognized
in the period in which the differences are identified.  Significant increases in
general liability and workers  compensation claims could have a material adverse
impact on future operating results.


<PAGE>


     Impairment of Long-Lived Assets

     The  Company   periodically   reviews  the   estimated   useful  lives  and
recoverability of its depreciable  assets based on factors including  historical
experience, the expected beneficial service period of the asset, the quality and
durability of the asset and the Company's  maintenance policy including periodic
upgrades.  Changes  in useful  lives  are made on a  prospective  basis,  unless
factors  indicate the carrying amounts of the assets may not be recoverable from
estimated future cash flows and an impairment write-down is necessary.

     Lease Accounting

     The  Company  uses  a  consistent  lease  period  (generally,  the  initial
non-cancelable  lease term plus renewal option periods provided for in the lease
that can be  reasonably  assured)  when  calculating  depreciation  of leasehold
improvements and in determining straight-line rent expense and classification of
its leases as either an operating  lease or a capital lease.  The lease term and
straight-line  rent  expense  commences  on the  date  when  the  Company  takes
possession  and has the  right to  control  use of the  leased  premises.  Funds
received  from the lessor  intended  to  reimburse  the Company for the costs of
leasehold  improvements is recorded as a deferred credit  resulting from a lease
incentive and amortized over the lease term as a reduction to rent expense.

     New Accounting Pronouncement

     In March 2006, the Emerging  Issues Task Force  ("EITF")  issued EITF Issue
06-3,  "How Sales Taxes  collected From  Customers and Remitted to  Governmental
Authorities  Should Be  Presented  in the Income  Statement."  A  consensus  was
reached that entities may adopt a policy of presenting sales taxes in the income
statement on either a gross or net basis.  If taxes are  significant,  an entity
should  disclose its policy of  presenting  taxes and the amounts of taxes.  The
guidance is effective for periods beginning after December 15, 2006. The Company
presents  sales net of sales  taxes.  This  issue will not impact the method for
recording sales taxes in the Company's consolidated financial statements.

     There are no other recently  issued  accounting  standards  effective after
April 2, 2006 that are expected to materially impact the Company.


Website Access to Company Reports

     Our website  address is  www.chuckecheese.com.  Our annual  reports on Form
10-K,  quarterly  reports on Form 10-Q,  current reports on Form 8-K, Forms 3, 4
and 5 filed by our officers,  directors and stockholders  holding 10% or more of
our common  stock and all  amendments  to those  reports are  available  free of
charge  through  our  website,  as soon as  reasonably  practicable  after  such
material  is  electronically  filed  with or  furnished  to the  Securities  and
Exchange Commission.

Forward Looking Statements

     Certain statements in this report, other than historical  information,  may
be considered forward-looking statements within the meaning of the "safe harbor"
provisions  of the Private  Securities  Litigation  Reform Act of 1995,  and are
subject to various risks,  uncertainties and assumptions.  Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect,  actual  results  may differ  from those  anticipated,  estimated  or
expected.  Among the key factors that may have a direct bearing on the Company's
operating  results,  performance  or  financial  condition  are its  ability  to
implement  its  growth  strategies,   national,   regional  and  local  economic
conditions  affecting the restaurant and entertainment  industries,  competition
within  each  of  the  restaurant  and  entertainment  industries,  store  sales
cannibalization,  success  of  its  franchise  operations,  negative  publicity,
fluctuations  in  quarterly  results  of  operations,   including   seasonality,
government regulations,  weather, school holidays, commodity, insurance, utility
and labor costs.


<PAGE>


Item 3. Quantitative and Qualitative Disclosures about Market Risk

     The  Company  is subject to market  risk in the form of  interest  risk and
foreign  currency  risk.  Both  interest  risk  and  foreign  currency  risk are
immaterial to the Company.

Item 4: Controls and Procedures

     The Company  performed an evaluation,  under the  supervision  and with the
participation of the Company's management, including the Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
the Company's disclosure controls and procedures.  Based on that evaluation, the
Company's management,  including the Chief Executive Officer and Chief Financial
Officer,  concluded that the Company's  disclosure  controls and procedures were
effective as of April 2, 2006, in ensuring that material information relating to
the Company, including its consolidated  subsidiaries,  required to be disclosed
by the Company in reports  that it files or submits  under the  Exchange  Act is
recorded,  processed,  summarized and reported within the time periods specified
in the Securities and Exchange  Commission's rules and forms. There have been no
significant  changes in the Company's internal controls or in other factors that
could  significantly  affect these  controls  during the fiscal quarter to which
this report relates.


<PAGE>


                           PART II - OTHER INFORMATION


Item 1. Legal Proceedings.

     From time to time the Company is involved in  litigation,  most of which is
incidental to its business. In the Company's opinion, no litigation in which the
Company  currently is a party is likely to have a material adverse effect on the
Company's results of operations, financial condition or cash flows.

Item 1A. Risk Factors.

     There have been no material  changes in the  Company's  risk  factors  from
those disclosed in the Company's 2005 Annual Report on Form 10-K.


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

     The following table presents  information  related to repurchases of common
stock the Company made during the first quarter of 2006 pursuant to a repurchase
program  authorized by the Company's Board of Directors in July 2005 to purchase
up to $400 million in the Company's common stock:

<TABLE>
<CAPTION>
                                                                       Cumulative          Maximum Dollar
                                                                    Number of Shares      Amount that May
                             Total Number of      Average Price      Purchased Under      Yet be Purchased
                            Shares Purchased     Paid per Share       the Program        Under the Program
                            ----------------     --------------     ----------------     -----------------

<S>                             <C>                  <C>                <C>                 <C>
Jan. 2 - Jan. 29, 2006              -                   -               1,578,547           $ 347,055,138
Jan. 30 - Feb. 26, 2006             -                   -               1,578,547           $ 347,055,138
Feb. 27 - Apr. 2, 2006           321,600             $ 32.47            1,900,147           $ 336,612,503
                                --------
Total                            321,600             $ 32.47
                                ========
</TABLE>


Item 4. Submission of Matters to a Vote of Security Holders.

     No matters were  submitted to a vote of security  holders  during the first
quarter of 2006.


Item 6. Exhibits and Reports on Form 8-K.

     a) Exhibits

        31.1   Certification  of the Chief  Executive  Officer  pursuant to Rule
               13a-14(a)/15d-14(a).

        31.2   Certification  of the Chief  Financial  Officer  pursuant to Rule
               13a-14(a)/15d-14(a).

        32.1   Certification  of the  Chief  Executive  Officer  pursuant  to 18
               U.S.C.  Section  1350 as Adopted  Pursuant  to Section 906 of The
               Sarbanes-Oxley Act of 2002.

        32.2   Certification  of the  Chief  Financial  Officer  pursuant  to 18
               U.S.C.  Section  1350 as Adopted  Pursuant  to Section 906 of The
               Sarbanes-Oxley Act of 2002.


<PAGE>


     b) Reports on Form 8-K

          During the first  quarter and to present,  we filed or  furnished  the
          following reports on Form 8-K:

          A current  report on Form 8-K,  dated  February 21,  2006,  announcing
          fourth quarter 2005 financial results.

          A  current  report  on Form  8-K,  dated  March  3,  2006,  furnishing
          information on entry into a material definitive agreement.

          A current report on Form 8-K, dated April 25, 2006,  announcing  first
          quarter 2006 financial results.

          A current report on Form 8-K, dated May 9, 2006, announcing intentions
          regarding equity plans for employees and non-employee directors.





                                   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 thereunto duly authorized.


                             CEC ENTERTAINMENT, INC.



Dated: May 12, 2006       By:  /s/ Richard M. Frank
                               -------------------------------
                               Richard M. Frank
                               Chairman of the Board, Chief Executive Officer
                               and Director
                               (Principal Executive Officer)

                               /s/ Christopher D. Morris
                               -------------------------------
                               Christopher D. Morris
                               Executive Vice President, Chief Financial Officer
                               (Principal Financial Officer)

                               /s/ James Mabry
                               -------------------------------
                               James Mabry
                               Vice President, Controller and Treasurer
                               (Principal Accounting Officer)