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 3, 2005.
                                                                  --------------

     |_|  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 an  accelerated  filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [X] No [_]

     At May 6, 2005,  an  aggregate  of  35,132,607  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...............................................  9

   Item 3.  Quantitative and Qualitative Disclosures about Market Risk ...... 13

   Item 4.  Controls and Procedures.......................................... 13

Part II - Other Information:

   Item 1.  Legal Proceedings................................................ 14

   Item 2.  Changes in Securities, Use of Proceeds and Issuer Purchases
     of Equity Securities.................................................... 14

   Item 4.  Submission of Matters to a Vote of Security Holders.............. 14

   Item 6.  Exhibits and Reports on Form 8-K................................. 14

Signatures................................................................... 15

Certifications............................................................... 16



<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

<TABLE>
<CAPTION>
                                            CEC ENTERTAINMENT, INC.
                                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                        (Thousands, except share data)

                                                    ASSETS
                                                                                      April 3,     January 2,
                                                                                        2005          2005
                                                                                    -----------    ----------
                                                                                    (unaudited)
<S>                                                                                  <C>           <C>
Current assets:
   Cash and cash equivalents....................................................     $  11,763     $  11,798
   Accounts receivable..........................................................        14,204        13,482
   Inventories..................................................................        11,407        12,171
   Prepaid expenses.............................................................         9,133         7,444
   Deferred tax asset...........................................................         1,763         1,763
                                                                                     ---------     ---------
      Total current assets......................................................        48,270        46,658
                                                                                     ---------     ---------

Property and equipment, net.....................................................       564,602       563,081
                                                                                     ---------     ---------

Other assets....................................................................         1,950         2,278
                                                                                     ---------     ---------

                                                                                     $ 614,822     $ 612,017
                                                                                     =========     =========

                                     LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Current portion of long-term debt............................................     $  53,563     $  78,279
   Accounts payable.............................................................        20,918        24,294
   Accrued liabilities..........................................................        53,486        36,329
                                                                                     ---------     ---------
      Total current liabilities.................................................       127,967       138,902
                                                                                     ---------     ---------

Long-term debt, less current portion............................................        11,782        11,673
                                                                                     ---------     ---------

Deferred rent...................................................................        55,996        53,427
                                                                                     ---------     ---------

Deferred tax liability..........................................................        35,019        36,429
                                                                                     ---------     ---------

Accrued insurance...............................................................        10,750        10,856
                                                                                     ---------     ---------

Shareholders' equity:
   Common stock, $.10 par value; authorized 100,000,000 shares; 55,711,874
      and 55,556,857 shares issued, respectively ...............................         5,571         5,556
   Capital in excess of par value...............................................       250,029       245,991
   Retained earnings ...........................................................       465,521       433,267
   Accumulated other comprehensive income ......................................         1,341         1,476
   Less treasury shares of 19,847,868 and 19,210,568, respectively, at cost.....      (349,154)     (325,560)
                                                                                     ---------     ---------
                                                                                       373,308       360,730
                                                                                     ---------     ---------
                                                                                     $ 614,822     $ 612,017
                                                                                     =========     =========

                           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 3, 2005    March 28, 2004
                                                                -------------    --------------

<S>                                                               <C>              <C>
Food and beverage revenues...................................     $ 139,044        $ 136,339
Games and merchandise revenues...............................        74,242           69,741
Franchise fees and royalties.................................           795              861
Interest income .............................................             5                7
                                                                  ---------        ---------
                                                                    214,086          206,948
                                                                  ---------        ---------

Costs and expenses:
   Cost of sales:
     Food, beverage and related supplies.....................        25,568           24,478
     Games and merchandise...................................         8,324            8,643
     Labor...................................................        53,825           53,238
                                                                  ---------        ---------
                                                                     87,717           86,359
   Selling, general and administrative expenses..............        25,417           23,832
   Depreciation and amortization.............................        14,397           13,378
   Interest expense..........................................           723              483
   Other operating expenses..................................        33,555           31,951
                                                                  ---------        ---------
                                                                    161,809          156,003
                                                                  ---------        ---------

Income before income taxes...................................        52,277           50,945

Income taxes.................................................        20,023           19,512
                                                                  ---------        ---------

Net income ..................................................        32,254           31,433

Other comprehensive loss, net of tax:
   Foreign currency translation..............................          (135)             (14)
                                                                  ---------        ---------

Comprehensive income.........................................     $  32,119        $  31,419
                                                                  =========        =========

Earnings per share:
   Basic:
     Net income .............................................     $     .89        $     .82
                                                                  =========        =========
     Weighted average shares outstanding.....................        36,205           38,310
                                                                  =========        =========
   Diluted:
     Net income  ............................................     $     .86        $     .79
                                                                  =========        =========
     Weighted average shares outstanding.....................        37,451           39,607
                                                                  =========        =========









                   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...................................     $ 251,547      55,557
   Stock options exercised......................................         3,100         144
 Tax benefit from exercise of options ..........................           497
 Stock issued under 401(k) plan.................................           456          11
                                                                     ---------     -------
 Balance, April 3, 2005.........................................       255,600      55,712
                                                                     ---------     =======

Retained earnings:
   Balance, beginning of year...................................       433,267
   Net income...................................................        32,254
                                                                     ---------
   Balance, April 3, 2005.......................................       465,521
                                                                     ---------

Accumulated other comprehensive income (loss):
   Balance, beginning of year...................................         1,476
   Foreign currency translation.................................          (135)
                                                                     ---------
   Balance, April 3, 2005.......................................         1,341
                                                                     ---------

Treasury shares:
   Balance, beginning of year...................................      (325,560)     19,211
   Treasury stock acquired......................................       (23,594)        637
                                                                     ---------     -------
   Balance, April 3, 2005.......................................      (349,154)     19,848
                                                                     ---------     =======

Total shareholders' equity......................................     $ 373,308
                                                                     =========



















                  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 3, 2005     March 28, 2004
                                                                                  -------------     --------------
<S>                                                                                  <C>               <C>
Operating activities:
   Net income ...............................................................        $ 32,254          $ 31,433
   Adjustments to reconcile net income to cash
       provided by operations:
     Depreciation and amortization...........................................          14,397            13,378
     Deferred income taxes...................................................          (1,410)            4,414
     Tax benefit from exercise of stock options..............................             497             1,235
     Other...................................................................           2,862             3,111
     Net change in receivables, inventory, prepaids, payables and
       accrued liabilities...................................................          12,134            20,310
                                                                                     --------          --------
         Cash provided by operations.........................................          60,734            73,881
                                                                                     --------          --------

Investing activities:
   Purchases of property and equipment.......................................         (15,709)          (16,434)
   Decrease in other assets..................................................             280                60
                                                                                     --------          --------
     Cash used in investing activities.......................................         (15,429)          (16,374)
                                                                                     --------          --------

Financing activities:
   Payments on debt and line of credit ......................................         (25,134)          (27,552)
   Exercise of stock options ................................................           3,100             3,982
   Repurchase of common stock ...............................................         (23,594)          (29,834)
   Other ...................................................................              288               294
                                                                                     --------          --------
     Cash used in financing activities.......................................         (45,340)          (53,110)
                                                                                     --------          --------

Increase (decrease) in cash and cash equivalents ............................             (35)            4,397
Cash and cash equivalents, beginning of period...............................          11,798             8,067
                                                                                     --------          --------
Cash and cash equivalents, end of period.....................................        $ 11,763          $ 12,464
                                                                                     ========          ========














                            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  financial
statements  for the periods  ended April 3, 2005 and March 28, 2004  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 2, 2005.
Results of operations for the periods ended April 3, 2005 and March 28, 2004 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 using the
treasury  stock  method.  Earnings  per common and  potential  common share were
computed as follows (thousands, except per share data):

                                                            Three Months Ended
                                                          ----------------------
                                                          April 3,     March 28,
                                                            2005         2004
                                                          --------     --------

Net income ............................................   $ 32,254     $ 31,433
                                                          ========     ========

Basic:
   Weighted average common shares outstanding..........     36,205       38,310
                                                          ========     ========
   Earnings per common share...........................   $    .89     $    .82
                                                          ========     ========

Diluted:
   Weighted average common shares outstanding..........     36,205       38,310
   Potential common shares for stock options...........      1,246        1,297
                                                          --------     --------
   Weighted average shares outstanding.................     37,451       39,607
                                                          ========     ========
   Earnings per common and potential
      common share.....................................   $    .86     $    .79
                                                          ========     ========



<PAGE>


                             CEC ENTERTAINMENT, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)



3.   Stock based compensation:

     The Company accounts for its stock based  compensation  under the intrinsic
value method of  Accounting  Principles  Board Opinion No. 25,  "Accounting  for
Stock  Issued to  Employees"  and related  interpretations  ("APB 25"),  and has
adopted the  disclosure-only  provisions  of Statement  of Financial  Accounting
Standards No. 123, "Accounting for Stock Based Compensation" ("SFAS 123"). Under
APB 25, no stock based  compensation  cost is reflected in net income for grants
of stock options to employees  because the Company  grants stock options with an
exercise price equal to the market value of the stock on the date of grant.  Had
compensation  cost for the Company's stock option plans been determined based on
the fair value method at the grant date for awards under those plans  consistent
with the method  prescribed by SFAS 123, the Company's  pro-forma net income and
earnings  per share  would  have been as  follows  (thousands,  except per share
data):

                                                            Three Months Ended
                                                           ---------------------
                                                           April 3,    March 28,
                                                             2005        2004
                                                           --------    ---------

Net income, as reported................................    $ 32,254    $ 31,433
Fair value based compensation expense, net of taxes....      (1,671)     (1,436)
                                                           --------    --------
Pro-forma net income ..................................    $ 30,583    $ 29,997
                                                           ========    ========


Earnings per Share:
Basic:
   As reported.........................................    $    .89    $    .82
   Pro-forma...........................................    $    .84    $    .78
Diluted:
   As reported.........................................    $    .86    $    .79
   Pro-forma...........................................    $    .82    $    .76





<PAGE>


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

Results of Operations

First Quarter 2005 Compared to First Quarter 2004

     A summary of the results of  operations  of the Company as a percentage  of
revenues for the first quarters of 2005 and 2004 is shown below.

                                                       Three Months Ended
                                                 -------------------------------
                                                 April 3, 2005    March 28, 2004
                                                 -------------    --------------
   Revenue......................................     100.0%           100.0%
                                                    ------           ------
   Costs and expenses:
      Cost of sales:
         Food, beverage and related supplies....      11.9             11.8
         Games and merchandise..................       3.9              4.2
         Labor..................................      25.1             25.7
                                                    ------           ------
                                                      40.9             41.7
      Selling, general and administrative.......      11.9             11.5
      Depreciation and amortization.............       6.7              6.5
      Interest expense..........................        .4               .2
      Other operating expenses..................      15.7             15.4
                                                    ------           ------
                                                      75.6             75.3
                                                    ------           ------
   Income before income taxes...................      24.4             24.7
   Income tax expense ..........................       9.3              9.4
                                                    ------           ------
   Net income ..................................      15.1%            15.3%
                                                    ======           ======

     Revenues

     Revenues increased 3.4% to $214.1 million in the first quarter of 2005 from
$206.9  million in the first quarter of 2004 due to an increase in the number of
Company-operated restaurants.  Comparable store sales decreased 1.8% between the
periods.  First quarter  comparable store sales were negatively  impacted by the
shift of the seasonally strong first week of the year into the fourth quarter of
2004. On a same week basis, calculated by comparing the 13 weeks included in the
first quarter of 2005 to the same 13 weeks in fiscal year 2004, comparable store
sales growth was 0.2%. The shift of the Easter holiday into the first quarter of
2005 also negatively impacted sales. However, this negative impact was offset by
the benefit of a large  percentage of spring breaks falling in March 2005 versus
April 2004. During the full year of 2004, the Company opened 29 new restaurants,
acquired three  restaurants from  franchisees and closed one restaurant.  During
the first three months of 2005, the Company opened four new  restaurants and has
453  Company-operated  restaurants  at  April 3,  2005.  Menu  prices  increased
approximately  3.6% between the first  quarter of 2004 and the first  quarter of
2005.

     Costs and Expenses

     Costs and  expenses as a percentage  of revenues  increased to 75.6% in the
first quarter of 2005 from 75.3% in the first quarter of 2004.

     Cost of sales  decreased as a percentage  of revenues to 40.9% in the first
quarter  of 2005 from  41.7% in the  comparable  period  of 2004.  Cost of food,
beverage, and related supplies as a percentage of revenues increased to 11.9% in
the first quarter of 2005 from 11.8% in the first quarter of 2004, due to higher
commodity costs which were partially offset by the menu price increase.  Cost of
games and merchandise as a percentage of revenues decreased to 3.9% in the first
quarter of 2005 from 4.2% in the first quarter of 2004 due primarily to the menu
price increase.  Labor expense as a percentage of revenues decreased to 25.1% in
the first quarter of 2005 from 25.7% in the first quarter of 2004  primarily due
to improved operational efficiency.

<PAGE>


     Selling,  general and  administrative  expenses as a percentage of revenues
increased  to 11.9% in the first  three  months of 2005 from  11.5% in the first
three months of 2004. The increase was primarily due to a recognition and reward
conference for restaurant general managers held in the first quarter of 2005.

     Depreciation  and  amortization   expenses  as  a  percentage  of  revenues
increased to 6.7% in the first quarter of 2005 from 6.5% in the first quarter of
2004 due to capital invested in new and existing restaurants.

     Interest expense as a percentage of revenues increased to 0.4% in the first
three months of 2005 from 0.2% in the first three months of 2004  primarily  due
to an increase in interest rates and outstanding debt.

     Other operating  expenses increased as a percentage of revenues to 15.7% in
the first quarter of 2005 from 15.4% in the first quarter of 2004  primarily due
to the decrease in comparable store sales.

     The Company's  effective income tax rate was 38.3% in the first quarters of
both 2005 and 2004.

     Net Income

     The  Company had net income of $32.3  million in the first  quarter of 2005
compared  to $31.4  million in the first  quarter of 2004 due to the  changes in
revenues and expenses  discussed above. The Company's diluted earnings per share
increased  8.9% to $.86 per  share in the  first  quarter  of 2005 from $.79 per
share  in the  first  quarter  of 2004 due to the 2.6%  increase  in net  income
discussed  above and a 5.4%  decrease in the number of weighted  average  shares
outstanding.


Financial Condition, Liquidity and Capital Resources

     Cash provided by operations  was $60.7 million in the first quarter of 2005
compared to $73.9 million in the first  quarter of 2004.  Net cash outflows from
investing activities for the first quarter of 2005 were $15.4 million, primarily
related to capital expenditures. Net cash outflows from financing activities for
the first quarter of 2005 were $45.3 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 decreased from $92.2 million at January 2, 2005 to $79.7 million
at April 3, 2005 due  primarily  to the timing of payments  for various  accrued
expenses and payments made on the Company's line of credit.  Included in working
capital are  borrowings  on the  Company's  line of credit that is  scheduled to
mature in December 2005. The Company  intends to extend the maturity date on its
line of credit agreement.

     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
a game  rotation  plan (c) major  remodels,  and (d)  expansions  of the  square
footage of existing restaurants.

     In 2005,  the Company  plans to add 30 to 35  restaurants,  which  includes
opening new restaurants and acquiring existing restaurants from franchisees. 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 average capital cost of all new  restaurants  expected to open in
2005 is approximately $1.8 million per restaurant. At the beginning of 2005, the
Company  identified  potential  development  opportunities for approximately 250
restaurants including those restaurants expected to open in 2005.


<PAGE>


     The game  enhancement  initiative  began in 2003 and has an average capital
cost of approximately $50,000 to $60,000 per restaurant.  The primary components
of this plan are to provide new and transferred  games and rides and, in certain
stores,  enhancements  to the Toddler  Zone (r).  The major  remodel  initiative
includes  expansion of the space  allocated to the game room, an increase in the
number  of games and in some  cases may  include  a new  exterior  and  interior
identity.  A new exterior identity includes a revised Chuck E. Cheese's logo and
signage, updating the exterior design of the buildings and, in some restaurants,
colorful new awnings. The interior component includes painting,  updating decor,
a new menu  board  and  enhanced  lighting.  The  Company  intends  to  complete
approximately  60 to 70 major  remodels in 2005 with an average  capital cost of
$250,000  to $300,000  per  restaurant.  Approximately  one quarter of the major
remodels will also include the new exterior and interior  identity  depending on
the  age and  condition  of the  building  exterior,  signage  and  awnings.  In
addition,  the Company intends on expanding the square footage in  approximately
five to seven restaurants during 2005.  Expanding the square footage of existing
restaurants  can range in cost from  $200,000 to $900,000  per  restaurant,  but
generally have an average capital cost of approximately $500,000.

     The Company  expects the aggregate  capital costs in 2005 of completing the
game  enhancement  initiative,  major remodels,  expanding the square footage of
existing   restaurants   and  the  exterior  and  interior   remodels  to  total
approximately $30 million and impact approximately 160 restaurants.

     During the first quarter of 2005, the Company opened four new  restaurants,
completed six major  remodels,  including  four remodels with a new exterior and
interior  identity,  and  19  game  rotation  upgrades.  The  Company  currently
estimates  that  capital  expenditures  in 2005  will  be $100 to $105  million,
including the $30 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  19.0 million  shares of the Company's  common stock,
retroactively  adjusted for all stock splits, at an aggregate  purchase price of
approximately  $344.4  million.  During the first  quarter of 2005,  the Company
repurchased 637,300 shares at an aggregate purchase price of approximately $23.6
million.  At the end of the first quarter of 2005,  approximately  $40.5 million
remained available for repurchase under a $100 million repurchase  authorization
approved by the Company's Board of Directors in August 2004.

     The Company has available  borrowings under its line of credit agreement of
$132.5 million that is scheduled to mature in December 2005.  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  0.75% to 1.50%.
Currently,  any borrowings  under this line of credit would be at the prime rate
or LIBOR plus 0.75%. As of April 3, 2005, there were $53.0 million in borrowings
under this line of credit and outstanding letters of credit of $7.5 million. The
line of credit agreement contains certain restrictions and conditions as defined
in the agreement  that require the Company to maintain net worth of $326 million
as of April 3, 2005,  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 rent ratio of 3.25 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 3, 2005, the Company was
in  compliance  with all of the above debt  covenants.  The  Company  intends to
extend the maturity date of its line of credit agreement.

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 Standards

     In December 2004, the Financial  Accounting Standards Board issued SFAS No.
123 (revised 2004), "Share-Based Payment." SFAS 123(R) is a revision of SFAS No.
123,  "Accounting for Stock-Based  Compensation"  and supersedes APB Opinion No.
25,  "Accounting  for Stock  Issued to  Employees."  SFAS  123(R)  requires  all
share-based payments to employees including grants of employee stock options, to
be recognized in the financial  statements based on their fair values.  SFAS 123
(R) is effective at the  beginning of the first annual  period  beginning  after
June 15, 2005.  Under APB Opinion No. 25, no stock-based  compensation  cost has
been  reflected in the net income of the Company for grants of stock  options to
employees.  Beginning in the first quarter of 2006,  the Company will  recognize
compensation  expense in its financial statements based on the fair value of all
share-based payments to employees.

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 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.

Disclosure Controls and Procedures

     In connection with the  preparation of the Company's  Annual Report on Form
10-K for the  fiscal  year  ended  January 2, 2005,  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. In performing this evaluation, the Company's management
considered the Company's  lease  accounting  practices  discussed  below and the
Company's  decision  to  restate  certain  of its  previously  issued  financial
statements  to reflect the  correction  in its lease  accounting.  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 not effective as of January 2, 2005.  The Company  subsequently
remediated  this  deficiency  in  its  disclosure  controls  and  procedures  by
instituting  additional  review  procedures over the selection and monitoring of
appropriate  assumptions and factors  affecting its lease accounting  practices.
After these  remedial  measures and a  re-evaluation  of the  effectiveness  and
design of its  disclosure  controls and  procedures,  the Company's  management,
including  the  Chief  Executive  Officer  and  Chief  Financial  Officer,  have
concluded that the Company's  disclosure  controls were effective as of April 3,
2005, 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.

Changes in Internal Control Over Financial Reporting

     Management  is  responsible  for  establishing  and  maintaining   adequate
internal  control over financial  reporting (as defined in Rule 13a-15(f) of the
Exchange  Act).  During  the  assessment  of  internal  control  over  financial
reporting  performed in connection with the  preparation of management's  annual
report on internal control over financial  reporting  contained in the Company's
Annual Report on Form 10-K for the fiscal year ended January 2, 2005, management
determined  that the Company's  controls  over the  selection and  monitoring of
appropriate   assumptions   and  factors   affecting   lease   accounting   were
insufficient, and, as a result, the Company's computation of depreciation, lease
classification,  straight-line  rent  expense  and  the  related  deferred  rent
liability had been incorrect.  Accordingly,  the Company restated certain of its
previously  issued  financial  statements to reflect the correction in its lease
accounting practices.  Management further concluded that this control deficiency
represented a material weakness in the Company's internal control over financial
reporting as of January 2, 2005. To remediate the material  weakness in internal
control over  financial  reporting,  the Company  instituted  additional  review
procedures  over the selection and  monitoring of  appropriate  assumptions  and
factors  affecting lease accounting  practices during the first quarter of 2005.
Other than as described  above,  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 2. Changes in  Securities,  Use of Proceeds and Issuer  Purchases of Equity
Securities.


     The following table presents  information  related to repurchases of common
stock the Company made during the first quarter of 2005 pursuant to a repurchase
program  authorized  by the  Company's  Board of  Directors  in  August  2004 to
purchase up to $100 million in the Company's common stock:

<TABLE>
<CAPTION>
                                                                   Cummulative         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. 3  - Jan. 30, 2005            -                  -              1,005,600          $ 64,065,347
Jan. 31 - Feb. 27, 2005            -                  -              1,005,600          $ 64,065,347
Feb. 28 - Apr. 3, 2005          637,300            $ 37.02           1,642,900          $ 40,471,193
                               --------
Total                           637,300            $ 37.02
                               ========
</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 2005.


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

     a) Exhibits

        10(a)  2005  Employment  Agreement  dated  March 29,  2005,  between the
               Company  and  Richard  M. Frank  (filed as  Exhibit  10(a) to the
               Company's  Form 8-K  filed on April  1,  2005,  and  incorporated
               herein by reference).

        10(b)  2005  Employment  Agreement  dated  March 29,  2005,  between the
               Company and Michael H.  Magusiak  (filed as Exhibit  10(b) to the
               Company's  Form 8-K  filed on April  1,  2005,  and  incorporated
               herein by reference).

        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  1,  2005,  announcing
          nonreliance on previously issued financial statements.

          A current report on Form 8-K, dated March 2, 2005,  announcing  fourth
          quarter 2004 financial results.

          A  current  report  on Form  8-K,  dated  April  1,  2005,  furnishing
          employment  agreements  between  the  Company and Richard M. Frank and
          Michael H. Magusiak.

          A current  report on Form 8-K,  dated  April 9, 2005,  announcing  the
          expansion of its Board of Directors by the additions of a new member.

          A current report on Form 8-K, dated April 20, 2005,  announcing  first
          quarter 2005 financial results.



                                   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, 2005           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
                                  Senior Vice President, Chief Financial Officer
                                  (Principal Financial Officer)

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