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  September  29,
          2002.

     |_|  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 0-15782


                             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 |_|

     At  September  29,  2002,   an  aggregate  of  27,525,247   shares  of  the
registrant's  Common Stock, par value of $.10 each (being the registrant's  only
class of common stock), were outstanding.





<PAGE>

                         PART I - FINANCIAL INFORMATION



Item 1.  Financial Statements


                             CEC ENTERTAINMENT, INC.

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS





                                                                      Page

Consolidated balance sheets.........................................     3

Consolidated statements of earnings and comprehensive income........     4

Consolidated statement of shareholders' equity......................     6

Consolidated statements of cash flows ..............................     7

Notes to consolidated financial statements..........................     8






















<PAGE>
<TABLE>
<CAPTION>


                                            CEC ENTERTAINMENT, INC.
                                          CONSOLIDATED BALANCE SHEETS
                                       (Thousands, except share amounts)
                                                                                   September 29,  December 30,
                                                                                       2002           2001
                                                                                   -------------  ------------
                                                                                    (unaudited)
<S>                                                                                  <C>           <C>
   ASSETS

  Current assets:
     Cash and cash equivalents..................................................     $   7,669     $   3,682
     Accounts receivable........................................................         8,301        11,603
     Inventories................................................................         9,500         9,556
     Prepaid expenses...........................................................         4,919         4,794
     Deferred tax asset.........................................................         1,234         1,234
                                                                                     ---------     ---------

       Total current assets.....................................................        31,623        30,869
                                                                                     ---------     ---------

  Property and equipment, net...................................................       477,657       423,267
                                                                                     ---------     ---------

  Other assets:
     Assets held for resale.....................................................         2,333         2,231
     Notes receivable from related parties, less current portion ...............         5,058         2,055
     Other .....................................................................         1,152         1,063
                                                                                     ---------     ---------
                                                                                         8,543         5,349
                                                                                     ---------     ---------
                                                                                     $ 517,823     $ 459,485
                                                                                     =========     =========
  LIABILITIES AND SHAREHOLDERS' EQUITY

  Current liabilities:
     Current portion of long-term debt..........................................     $  41,197     $     121
     Accounts payable and accrued liabilities...................................        47,615        39,738
                                                                                     ---------     ---------
          Total current liabilities.............................................        88,812        39,859
                                                                                     ---------     ---------

  Long-term debt, less current portion..........................................           387        51,942
                                                                                     ---------     ---------

  Deferred rent.................................................................         3,903         3,401
                                                                                     ---------     ---------

  Deferred tax liability........................................................        35,187        19,825
                                                                                     ---------     ---------

  Other accrued liabilities.....................................................         4,750         4,750
                                                                                     ---------     ---------

  Commitments and contingencies

  Redeemable preferred stock, $60 par value, redeemable for $2,822 in 2005......         2,539         2,472
                                                                                     ---------     ---------

  Shareholders' equity:
     Common stock, $.10 par value; authorized 100,000,000 shares; 35,620,966
          and 35,325,273 shares issued, respectively ...........................         3,562         3,533
     Capital in excess of par value.............................................       201,000       192,041
     Retained earnings .........................................................       297,494       239,070
     Accumulated other comprehensive loss ......................................          (137)         (178)
     Less treasury shares of 8,095,719 and 7,586,106, respectively, at cost.....      (119,674)      (97,230)
                                                                                     ---------     ---------
                                                                                       382,245       337,236
                                                                                     ---------     ---------
                                                                                     $ 517,823     $ 459,485
                                                                                     =========     =========

                                See notes to consolidated financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>


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

                                                                                       Three Months Ended
                                                                                  ----------------------------
                                                                                  Sep. 29, 2002  Sep. 30, 2001
                                                                                  -------------  -------------

<S>                                                                                  <C>           <C>
Food and beverage revenues...................................................        $  97,561     $  94,466
Games and merchandise revenues...............................................           50,518        46,535
Franchise fees and royalties.................................................              731           747
Interest income, including related party income of $108 and  $37,
   respectively..............................................................              111            73
                                                                                     ---------     ---------
                                                                                       148,921       141,821
                                                                                     ---------     ---------

Costs and expenses:
   Cost of sales.............................................................           65,598        62,855
   Selling, general and administrative expenses..............................           18,105        18,497
   Depreciation and amortization.............................................            9,978         8,745
   Interest expense..........................................................              332           410
   Other operating expenses..................................................           27,837        24,736
                                                                                     ---------     ---------
                                                                                       121,850       115,243
                                                                                     ---------     ---------

Income before income taxes...................................................           27,071        26,578

Income taxes.................................................................           10,532        10,365
                                                                                     ---------     ---------

Net income ..................................................................           16,539        16,213

Other comprehensive income (loss), net of tax:
Foreign currency translation.................................................              (98)          (63)
                                                                                     ---------     ---------
Comprehensive income.........................................................        $  16,441     $  16,150
                                                                                     =========     =========


Earnings per share:
   Basic:
     Net income .............................................................        $     .60     $     .58
                                                                                     =========     =========
     Weighted average shares outstanding.....................................           27,564        27,878
                                                                                     =========     =========

   Diluted:
     Net income  ............................................................        $     .59     $     .57
                                                                                     =========     =========
     Weighted average shares outstanding.....................................           27,987        28,466
                                                                                     =========     =========




                                See notes to consolidated financial statements.


</TABLE>
<PAGE>
<TABLE>
<CAPTION>


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

                                                                                       Nine Months Ended
                                                                                  ----------------------------
                                                                                  Sep. 29, 2002  Sep. 30, 2001
                                                                                  -------------  -------------

<S>                                                                                  <C>           <C>
Food and beverage revenues...................................................        $ 307,680     $ 290,981
Games and merchandise revenues...............................................          153,723       138,891
Franchise fees and royalties.................................................            2,434         2,367
Interest income, including related party income of  $282 and $120,
   respectively..............................................................              293           207
                                                                                     ---------     ---------
                                                                                       464,130       432,446
                                                                                     ---------     ---------

Costs and expenses:
   Cost of sales.............................................................          203,301       189,537
   Selling, general and administrative expenses..............................           56,530        56,982
   Depreciation and amortization.............................................           28,651        25,334
   Interest expense..........................................................              881         1,717
   Other operating expenses..................................................           78,762        70,798
                                                                                     ---------     ---------
                                                                                       368,125       344,368
                                                                                     ---------     ---------

Income before income taxes...................................................           96,005        88,078

Income taxes.................................................................           37,346        34,350
                                                                                     ---------     ---------

Net income ..................................................................           58,659        53,728

Other comprehensive income (loss), net of tax:
Foreign currency translation.................................................               41          (117)
                                                                                     ---------     ---------
Comprehensive income.........................................................        $  58,700     $  53,611
                                                                                     =========     =========


Earnings per share:
   Basic:
     Net income .............................................................        $    2.11     $    1.92
                                                                                     =========     =========
     Weighted average shares outstanding.....................................           27,742        27,826
                                                                                     =========     =========

   Diluted:
     Net income  ............................................................        $    2.06     $    1.87
                                                                                     =========     =========
     Weighted average shares outstanding.....................................           28,322        28,570
                                                                                     =========     =========




                                See notes to consolidated financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                             CEC ENTERTAINMENT, INC.
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                                   (Unaudited)
                      (Thousands, except per share amounts)



                                                                                      Amounts        Shares
                                                                                     ---------     ---------
<S>                                                                                  <C>              <C>
Common stock and capital in excess of par value:
   Balance, beginning of year..............................................          $ 195,574        35,325
   Stock options exercised.................................................              5,676           289
   Net tax benefit from exercise of stock options..........................              3,015
   Stock issued under 401(k) plan..........................................                297             7
                                                                                     ---------     ---------
   Balance, September 29, 2002.............................................            204,562        35,621
                                                                                     ---------     =========

Retained earnings:
   Balance, beginning of year..............................................            239,070
   Net income..............................................................             58,659
   Redeemable preferred stock accretion....................................                (67)
   Redeemable preferred stock
    dividends, $3.60 per share.............................................               (168)
                                                                                     ---------
   Balance, September 29, 2002.............................................            297,494
                                                                                     ---------

Accumulated other comprehensive income (loss):
   Balance, beginning of year..............................................               (178)
   Foreign currency translation............................................                 41
                                                                                     ---------
   Balance, September 29, 2002.............................................               (137)
                                                                                     ---------

Treasury shares:
   Balance, beginning of year..............................................            (97,230)        7,586
   Treasury stock acquired.................................................            (22,444)          510
                                                                                     ---------     ---------
   Balance, September 29, 2002.............................................           (119,674)        8,096
                                                                                     ---------     =========

Total shareholders' equity.................................................          $ 382,245
                                                                                     =========















                                See notes to consolidated financial statements.


</TABLE>
<PAGE>
<TABLE>
<CAPTION>


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


                                                                                       Nine Months Ended
                                                                                  ----------------------------
                                                                                  Sep. 29, 2002  Sep. 30, 2001
                                                                                  -------------  -------------
<S>                                                                                  <C>           <C>
Operating activities:
   Net income ...............................................................        $  58,659     $  53,728
   Adjustments to reconcile net income to cash
     provided by operations:
   Depreciation and amortization.............................................           28,651        25,334
   Deferred income tax expense...............................................           15,362         9,239
   Tax benefit from exercise of stock options................................            3,015         3,891
   Other ...................................................................               863           527
   Net change in receivables, inventories, prepaids, payables and
     accrued liabilities.....................................................           11,109         7,272
                                                                                     ---------     ---------
         Cash provided by operations.........................................          117,659        99,991
                                                                                     ---------     ---------

Investing activities:
   Purchases of property and equipment.......................................          (83,326)      (79,492)
   Additions to notes receivable.............................................           (3,921)       (2,561)
   Payments received on notes receivable.....................................              918         1,175
   (Purchase) sale of assets held for resale.................................             (102)        2,056
   Other.....................................................................             (164)          486
                                                                                     ---------     ---------
         Cash used in investing activities...................................          (86,595)      (78,336)
                                                                                     ---------     ---------

Financing activities:
   Payments on debt and line of credit.......................................          (10,479)       (8,793)
   Exercise of stock options ................................................            5,676         9,804
   Redeemable preferred stock dividends......................................             (168)         (173)
   Acquisition of treasury stock ............................................          (22,444)      (16,571)
   Other ....................................................................              338            12
                                                                                     ---------     ---------
         Cash used in financing activities...................................          (27,077)      (15,721)
                                                                                     ---------     ---------

Increase in cash and cash equivalents .......................................            3,987         5,934
Cash and cash equivalents, beginning of period...............................            3,682         7,300
                                                                                     ---------     ---------
Cash and cash equivalents, end of period.....................................        $   7,669     $  13,234
                                                                                     =========     =========









                                See notes to consolidated financial statements.

</TABLE>
<PAGE>


                             CEC ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.   Interim financial statements:

     In the opinion of management, the accompanying financial statements for the
periods ended  September 29, 2002 and September 30, 2001 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 accounting principles generally accepted in the United States of
America.

     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  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 December 30, 2001. Results
of operations  for the periods  ended  September 29, 2002 and September 30, 2001
are not necessarily indicative of the results for the year.


2.   Earnings per common share:

     Earnings  per common  share were  computed  based on the  weighted  average
number of common and potential common shares  outstanding during the period. Net
income  available  per common share has been  adjusted  for the items  indicated
below,  and earnings  per common and  potential  common  share were  computed as
follows (thousands, except per share data):
<TABLE>
<CAPTION>

                                                       Three Months Ended         Nine Months Ended
                                                      ---------------------     ---------------------
                                                      Sep. 29,     Sep. 30,     Sep. 29,     Sep. 30,
                                                        2002         2001         2002         2001
                                                      --------     --------     --------     --------
<S>                                                   <C>          <C>          <C>          <C>
Net income .......................................    $ 16,539     $ 16,213     $ 58,659     $ 53,728
Accretion of redeemable preferred stock...........         (22)         (26)         (67)         (77)
Redeemable preferred stock dividends..............         (55)         (57)        (168)        (173)
                                                      --------     --------     --------     --------
Adjusted income applicable to common shares.......    $ 16,462     $ 16,130     $ 58,424     $ 53,478
                                                      ========     ========     ========     ========

Basic:
    Weighted average common shares outstanding....      27,564       27,878       27,742       27,826
                                                      ========     ========     ========     ========

    Earnings per common share.....................    $    .60     $    .58     $   2.11     $   1.92
                                                      ========     ========     ========     ========

Diluted:
    Weighted average common shares outstanding....      27,564       27,878       27,742       27,826
    Potential common shares for stock options
        and stock grants..........................         423          588          580          744
                                                      --------     --------     --------     --------
    Weighted average shares outstanding...........      27,987       28,466       28,322       28,570
                                                      ========     ========     ========     ========

    Earnings per common and potential
        common share..............................    $    .59     $    .57     $   2.06     $   1.87
                                                      ========     ========     ========     ========

</TABLE>
<PAGE>

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

Results of Operations

Third Quarter 2002 Compared to Third Quarter 2001

     A summary of the results of  operations  of the Company as a percentage  of
revenues for the third quarters of 2002 and 2001 is shown below.

                                                        Three Months Ended
                                                   ----------------------------
                                                   Sep. 29, 2002  Sep. 30, 2001
                                                   -------------  -------------
     Revenues....................................      100.0%         100.0%
                                                       -----          -----
     Costs and expenses:
        Cost of sales............................       44.0           44.3
        Selling, general and administrative......       12.2           13.0
        Depreciation and amortization............        6.7            6.3
        Interest expense.........................         .2             .3
        Other operating expenses.................       18.7           17.4
                                                       -----          -----
                                                        81.8           81.3
                                                       -----          -----
     Income before income taxes..................       18.2           18.7
     Income tax expense .........................        7.1            7.3
                                                       -----          -----
     Net income .................................       11.1%          11.4%
                                                       =====          =====

     Revenues

     Revenues increased 5.0% to $148.9 million in the third quarter of 2002 from
$141.8  million in the third quarter of 2001 due primarily to an increase in the
number  of  Company-operated   restaurants.  A  decrease  of  2.7%  occurred  in
comparable store sales of the Company's Chuck E. Cheese's restaurants which were
open during all of the third quarters of 2002 and 2001. During 2001, the Company
opened 28 new restaurants, acquired two restaurants from a franchisee and closed
four  restaurants.  During the first nine months of 2002,  the Company opened 19
new  stores,  acquired  three  restaurants  from a  franchisee  and  closed  one
restaurant.   Management   believes  that  the  primary  factors  impacting  the
comparable  store sales  decrease  were a soft  economic  environment,  and to a
lesser degree,  a significant  increase in competition  from kids' movies.  Menu
prices did not increase between the periods.

     Costs and Expenses

     Costs and  expenses as a percentage  of revenues  increased to 81.8% in the
third quarter of 2002 from 81.3% in the third quarter of 2001.

     Cost of sales  decreased as a percentage  of revenues to 44.0% in the third
quarter  of 2002 from  44.3% in the  comparable  period  of 2001.  Cost of food,
beverage and related supplies as a percentage of revenues  decreased to 11.9% in
the third quarter of 2002 from 13.0% in the third quarter of 2001  primarily due
to lower cheese costs. Cost of games and merchandise as a percentage of revenues
was 4.4% in both the third quarter of 2002 and the third quarter of 2001.  Store
labor  expenses  as a  percentage  of revenues  increased  to 27.7% in the third
quarter of 2002 from 26.9% in the third  quarter  of 2001  primarily  due to the
enactment of higher  minimum wage rate  standards in certain  states and overall
increases in wage rates.

     Selling,  general and  administrative  expenses as a percentage of revenues
decreased to 12.2% in the third  quarter of 2002 from 13.0% in the third quarter
of 2001 due primarily to a decrease in advertising expense.

<PAGE>

     Depreciation  and  amortization   expenses  as  a  percentage  of  revenues
increased to 6.7% in the third quarter of 2002 from 6.3% in the third quarter of
2001 primarily due to increased capital expenditures.

     Interest expense as a percentage of revenues  decreased to .2% in the third
quarter  of 2002 from .3% in the third  quarter  of 2001 due to a  reduction  in
outstanding debt and reduced interest rates.

     Other operating  expenses increased as a percentage of revenues to 18.7% in
the third quarter of 2002 from 17.4% in the third quarter of 2001  primarily due
to the decline in comparable store sales and higher insurance costs.

     The Company's  effective  income tax rate was 38.9% in the third quarter of
2002 compared to 39.0% in the third quarter of 2001.

     Net Income

     The  Company had net income of $16.5  million in the third  quarter of 2002
compared  to $16.2  million in the third  quarter of 2001 due to the  changes in
revenues and expenses  discussed above. The Company's diluted earnings per share
increased to $.59 per share in the third  quarter of 2002 from $.57 per share in
the third quarter of 2001.


First Nine Months of 2002 Compared to First Nine Months of 2001

     A summary of the results of  operations  of the Company as a percentage  of
revenues for the first nine months of 2002 and 2001 is shown below.

                                                        Nine Months Ended
                                                   ----------------------------
                                                   Sep. 29, 2002  Sep. 30, 2001
                                                   -------------  -------------
     Revenues....................................      100.0%         100.0%
                                                       -----          -----
     Costs and  expenses:
         Cost of sales...........................       43.7           43.7
         Selling, general and administrative.....       12.2           13.2
         Depreciation and amortization...........        6.2            5.9
         Interest expense........................         .2             .4
         Other operating expenses................       17.0           16.4
                                                       -----          -----
                                                        79.3           79.6
                                                       -----          -----
     Income before income taxes..................       20.7           20.4
     Income tax expense .........................        8.0            7.9
                                                       -----          -----
     Net income .................................       12.7%          12.5%
                                                       =====          =====

     Revenues

     Revenues  increased 7.3% to $464.1 million in the first nine months of 2002
from  $432.4  million  in the  first  nine  months of 2001  primarily  due to an
increase in the number of Company-operated  restaurants.  Comparable store sales
of the Company's Chuck E. Cheese's restaurants which were open during all of the
first nine months of both 2002 and 2001 decreased 0.6%. During 2001, the Company
opened 28 new restaurants, acquired two restaurants from a franchisee and closed
four  restaurants.  During the first nine months of 2002,  the Company opened 19
new  restaurants,  acquired three  restaurants  from a franchisee and closed one
restaurant. Menu prices increased approximately 0.5% between the periods.

     Costs and Expenses

     Costs and  expenses as a percentage  of revenues  decreased to 79.3% in the
first nine months of 2002 from 79.6%in the first nine months of 2001.


<PAGE>

     Cost of sales as a percentage  of revenues was 43.7% in both the first nine
months  of 2002 and 2001.  Cost of food,  beverage  and  related  supplies  as a
percentage  of  revenues  decreased  to 12.3% in the first  nine  months of 2002
compared  to 12.8% in the first nine months of 2001 due to lower  cheese  costs.
Cost of games and merchandise decreased to 4.2% in the first nine months of 2002
from 4.4% in the first  nine  months of 2001 due to buying  efficiencies.  Store
labor expenses as a percentage of revenues  increased to 27.2% in the first nine
months of 2002 from 26.5% in the first nine months of 2001 due to  enactment  of
higher minimum wage rate  standards in certain  states and overall  increases in
wage rates.

     Selling,  general and  administrative  expenses as a percentage of revenues
decreased to 12.2% in the first nine months of 2002 from 13.2% in the first nine
months of 2001 due to a decrease in advertising  expense and corporate  overhead
costs.

     Depreciation  and  amortization   expenses  as  a  percentage  of  revenues
increased  to 6.2% in the first nine  months of 2002 from 5.9% in the first nine
months of 2001 primarily due to increased capital expenditures.

     Interest  expense as a  percentage  of  revenues  was .2% in the first nine
months of 2002 compared to .4% in the first nine months of 2001 primarily due to
a reduction in debt outstanding and reduced interest rates.

     Other operating  expenses increased as a percentage of revenues to 17.0% in
the  first  nine  months of 2002 from  16.4% in the  first  nine  months of 2001
primarily  due  to  higher  insurance   costs.   Insurance   expense   increased
approximately  $4.9  million in the first nine  months of 2002  compared  to the
first nine  months of 2001 due to several  factors  including  higher  premiums,
claim loss experience and medical costs.

     The Company's  effective income tax rate was 38.9% in the first nine months
of 2002 compared to 39.0% in the first nine months of 2001.

     Net Income

     The  Company  had net income of $58.7  million in the first nine  months of
2002  compared  to $53.7  million  in the first  nine  months of 2001 due to the
changes in revenues and expenses discussed above. The Company's diluted earnings
per share  increased  10.2% to $2.06 per share in the first nine  months of 2002
compared to $1.87 per share in the first nine months of 2001.


Financial Condition, Liquidity and Capital Resources

     Cash provided by operations  increased to $117.7  million in the first nine
months  of 2002 from  $100.0  million  in the  comparable  period of 2001.  Cash
outflows from investing  activities for the first nine months of 2002 were $86.6
million primarily related to capital expenditures.  Cash outflows from financing
activities  for the  first  nine  months of 2002 were  $27.1  million  primarily
related to  repayment  of  borrowings  on the  Company's  line of credit 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.

     In 2002, the Company plans to add 32 to 36 stores  including new stores and
acquisitions  of  existing  stores  from  franchisees.   The  Company  currently
anticipates  its cost of opening such new stores to average  approximately  $2.1
million per store,  which will vary  depending  upon many factors  including the
size of the stores and  whether  the  Company  acquires  land or the store is an
in-line or freestanding building.  The Company has identified  approximately 150
additional sites for traditional  stores. In smaller  demographic  markets,  the
Company plans to open stores with less retail space and lower capital costs than
traditional  stores.  The Company believes its smaller market strategy increases
potential development opportunities by approximately 225 stores, resulting in an
identified  development  potential of 375  locations.  In June 2002, the Company
opened its first smaller  market store with  approximately  6,100 square feet in
Waco, Texas at a capital cost of approximately  $770,000.  During the first nine
months of 2002, the Company opened 19 new stores and acquired three  restaurants
from a franchisee.

<PAGE>

     The Company plans to complete  Phase III upgrades in  approximately  125 to
130 stores this year at an average cost of  approximately  $200,000 per store. A
Phase III upgrade  generally  includes a new toddler play area,  skill games and
rides,   kiddie  games  and  rides,   Sky-Tube  (R)  enhancements,   prize  area
enhancements  and Kid Check (R)  enhancements.  During the first nine  months of
2002, the Company completed Phase III upgrades in 99 Company-operated stores. By
the end of this  year,  approximately  80% of  Company-operated  stores  will be
upgraded  with the remaining 64 stores to be completed in the first half of next
year. The Company plans to continue to reinvest in existing stores,  including a
new games rotation  program with additional  games and rides.  In addition,  the
Company is considering a new menu board,  guest order counter  improvements  and
salad bar and decor  enhancements.  The Company currently estimates that capital
expenditures in 2002,  including  expenditures for new store openings,  existing
store expansions and equipment  investments,  will be $105 to $110 million.  The
Company plans to finance these  expenditures  through cash flow from  operations
and borrowings under the Company's line of credit.

     In July 2002, the Company  announced it had completed a $25 million plan to
repurchase  shares  of the  Company's  common  stock  approved  in July 2001 and
announced a new plan to repurchase  shares of the Company's  common stock on the
open market at an aggregate purchase price of up to $25 million. As of September
29,  2002,  the Company has  purchased  shares of its common stock under the new
plan at an aggregate  purchase price of $5.0 million.  Beginning in 1993 through
September  2002, the Company has repurchased 7.5 million shares of the Company's
common stock at an aggregate purchase price of approximately $114.9 million.

     The Company's credit facility  consists of a $75 million  revolving line of
credit that matures in July 2003. 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 1% to 1.75%.  Currently,  any borrowings under this
line of credit  would be at the prime  rate or LIBOR  plus 1%.  The  Company  is
required to comply with  certain  financial  ratio tests  during the term of the
loan agreement and is in compliance  with such tests.  As of September 29, 2002,
there was $41.1 million in borrowings under this line of credit.  The Company is
currently  negotiating the terms of a new three-year line of credit agreement to
replace the existing agreement that matures in 2003.

     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 is
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/entertainment  industry,  competition within
each of the restaurant and  entertainment  industries,  success of its franchise
operations, negative publicity, fluctuations in quarterly results of operations,
including  seasonality  and  government  regulations,  weather,  school days and
commodity, insurance and labor costs.


     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.



<PAGE>

                           PART II - OTHER INFORMATION



Item 1. Legal Proceedings.

     On June 2, 2000,  a purported  class  action  lawsuit  against the Company,
entitled  Freddy  Gavarrete,  et al. v. CEC  Entertainment,  Inc.,  dba Chuck E.
Cheese's et al., Cause No., 00-08132 FMC (RZx)  ("Gavarrete"),  was filed in the
Superior Court of the State of California of the county of Los Angeles.  On July
27, 2000,  the lawsuit was removed to the United States  District  Court for the
Central District of California.  The lawsuit was filed by one former  restaurant
manager purporting to represent restaurant managers of the Company in California
from 1996 to the present.  The lawsuit alleges violations of state wage and hour
laws involving unpaid overtime wages and seeks an unspecified amount in damages.
On  July  31,  2001,  the  Court  denied  the   Plaintiff's   motion  for  class
certification.  The Court subsequently  granted  Plaintiff's motion to amend the
complaint by adding a second party to the  lawsuit.  On June 5, 2002,  the Court
denied  Plaintiff's  motion  for  class  certification  based  upon the  amended
complaint. On June 25, 2002, Plaintiff filed a motion for reconsideration of the
Court's two orders  denying class  certification.  On August 15, 2002, the Court
denied  Plaintiff's  motion to  reconsider  the two prior orders  denying  class
certification.  On September  24, 2002,  Plaintiff  filed a motion to remand the
case back to the Superior  Court of the State of California of the County of Los
Angeles. On October 28, 2002, the Court granted Plaintiff's motion to remand the
case back to state court.  The Company believes the lawsuit is without merit and
intends to vigorously  defend  against it and that based on currently  available
information  the lawsuit is not likely to have a material  adverse impact on the
Company's financial position.

     On June 24, 2002, a purported  class  action  lawsuit  against the Company,
entitled  Michelle  Sajetowski  v. CEC  Entertainment,  Inc.,  et al.,  Case No.
CV02473781  ("Sajetowski"),  was filed in the Court of  Common  Pleas,  Cayahoga
County,  Ohio.  On August 2, 2002,  the lawsuit was removed to the United  Sates
District Court for the Northern District of Ohio,  Eastern  Division.  (Case No.
1:02BV1510).  On August 26, 2002,  Plaintiff filed an amended  complaint  adding
allegations  of violations of the Federal Fair Labor  Standards Act. The lawsuit
was filed by one former restaurant  manager  purporting to represent  restaurant
managers of the Company in Ohio.  The lawsuit  alleges  violations  of state and
federal  wage and  hour  laws  involving  unpaid  overtime  wages  and  seeks an
unspecified amount in damages. The Company believes the lawsuit is without merit
and  intends  to  vigorously  defend  against  it and that  based  on  currently
available  information  the  lawsuit is not  likely to have a  material  adverse
impact on the Company's financial position.

Item 2. Changes in Securities.

     None to report during the quarter for which this report is filed.


Item 3. Defaults Upon Senior Securities.

     None to report during the quarter for which this report is filed.


Item 4. Other Information.

Evaluation of Disclosure Controls and Procedures

     Within  the 90 day  period  prior to the date of  filing  this  report,  an
evaluation was performed 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 the time of such evaluation. There have been no significant changes in the
Company's internal controls or in other factors that could significantly  affect
internal controls subsequent to the time of such evaluation.


<PAGE>

Item 5. Exhibits and Reports on Form 8-K.

     a)   Exhibits

     99.1 Certification of Chief Executive  Officer and Chief Financial  Officer
          pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
          of the Sarbanes-Oxley Act of 2002

     b)   Reports on Form 8-K

          None filed during the quarter for which this report is filed.


<PAGE>


                                   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: November 12, 2002                   By:  /s/ Rodney Carter
                                           -------------------------------------
                                           Rodney Carter
                                           Executive Vice President,
                                           Chief Financial Officer and Treasurer



<PAGE>


                    CERTIFICATION BY CHIEF EXECUTIVE OFFICER


I, Richard M. Frank, certify that:

1.   I have reviewed this  quarterly  report on Form 10-Q of CEC  Entertainment,
     Inc.:

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the  registrant  as of, and for,  the period  presented  in this  quarterly
     report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of registrant's board of directors:

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly  report  whether  there  were  significant  changes  in  internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



November 12, 2002                          /s/ Richard M. Frank
                                           -------------------------------------
                                           Richard M. Frank
                                           Chief Executive Officer

<PAGE>

                    CERTIFICATION BY CHIEF FINANCIAL OFFICER


I, Rodney Carter, certify that:

1.   I have reviewed this  quarterly  report on Form 10-Q of CEC  Entertainment,
     Inc.:

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the  registrant  as of, and for,  the period  presented  in this  quarterly
     report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of registrant's board of directors:

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly  report  whether  there  were  significant  changes  in  internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



November 12, 2002                          /s/ Rodney Carter
                                           -------------------------------------
                                           Rodney Carter
                                           Chief Financial Officer