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 March 28, 2004.


     |_|  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 5, 2004,  an  aggregate  of  37,353,604  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 ....... 12

   Item 4.  Controls and Procedures.......................................... 12

Part II - Other Information:

   Item 1.  Legal Proceedings................................................ 13

   Item 6.  Exhibits and Reports on Form 8-K................................. 13

Signatures................................................................... 14

Certifications............................................................... 15





<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements
<TABLE>
<CAPTION>

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

                                                    ASSETS
                                                                                   March 28,     December 28,
                                                                                      2004           2003
                                                                                  -----------    ------------
                                                                                  (unaudited)
  <S>                                                                              <C>            <C>
  Current assets:
     Cash and cash equivalents..................................................   $  12,464      $   8,067
     Accounts receivable........................................................       9,919         13,103
     Inventories................................................................      10,254         12,491
     Prepaid expenses...........................................................       8,721          7,608
     Deferred tax asset.........................................................       1,487          1,487
                                                                                   ---------      ---------
        Total current assets....................................................      42,845         42,756
                                                                                   ---------      ---------

  Property and equipment, net...................................................     538,129        536,124
                                                                                   ---------      ---------

  Other assets..................................................................       1,338          1,471
                                                                                   ---------      ---------

                                                                                   $ 582,312      $ 580,351
                                                                                   =========      =========

                                     LIABILITIES AND SHAREHOLDERS' EQUITY

  Current liabilities:
     Current portion of long-term debt..........................................   $     168      $     168
     Accounts payable...........................................................      24,927         30,126
     Accrued liabilities........................................................      49,811         28,610
                                                                                   ---------      ---------
        Total current liabilities...............................................      74,906         58,904
                                                                                   ---------      ---------

  Long-term debt, less current portion..........................................      37,141         64,581
                                                                                   ---------      ---------

  Deferred rent.................................................................       5,486          5,153
                                                                                   ---------      ---------

  Deferred tax liability........................................................      55,695         50,714
                                                                                   ---------      ---------

  Accrued insurance.............................................................       8,500          8,500
                                                                                   ---------      ---------

  Shareholders' equity:
     Common stock, $.10 par value; authorized 100,000,000 shares; 54,697,077
        and 54,481,913 shares issued, respectively .............................       5,470          5,448
     Capital in excess of par value.............................................     224,637        219,071
     Retained earnings .........................................................     411,256        378,911
     Accumulated other comprehensive income ....................................         681            695
     Less treasury shares of 16,840,268 and 16,042,418, respectively, at cost...    (241,460)      (211,626)
                                                                                   ---------      ---------
                                                                                     400,584        392,499
                                                                                   ---------      ---------
                                                                                   $ 582,312      $ 580,351
                                                                                   =========      =========

                           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
                                                       ---------------------------------
                                                       March 28, 2004     March 30, 2003
                                                       --------------     --------------
<S>                                                      <C>                <C>
Food and beverage revenues............................   $ 136,339          $ 120,844
Games and merchandise revenues........................      69,741             62,408
Franchise fees and royalties..........................         861                865
Interest income ......................................           7                  9
                                                         ---------          ---------
                                                           206,948            184,126
                                                         ---------          ---------

Costs and expenses:
   Cost of sales:
      Food, beverage and related supplies.............      24,478             21,970
      Games and merchandise...........................       8,643              7,524
      Labor...........................................      53,238             47,934
                                                         ---------          ---------
                                                            86,359             77,428
   Selling, general and administrative expenses.......      24,252             21,191
   Depreciation and amortization......................      12,229             10,905
   Interest expense...................................         287                283
   Other operating expenses...........................      31,397             29,537
                                                         ---------          ---------
                                                           154,524            139,344
                                                         ---------          ---------

Income before income taxes............................      52,424             44,782

Income taxes..........................................      20,079             17,375
                                                         ---------          ---------

Net income ...........................................      32,345             27,407

Other comprehensive income (loss), net of tax:
   Foreign currency translation.......................         (14)               283
                                                         ---------          ---------

Comprehensive income..................................   $  32,331          $  27,690
                                                         =========          =========

Earnings per share:
   Basic:
      Net income .....................................   $     .84          $     .67
                                                         =========          =========
      Weighted average shares outstanding.............      38,310             40,853
                                                         =========          =========
   Diluted:
      Net income  ....................................   $     .82          $     .66
                                                         =========          =========
      Weighted average shares outstanding.............      39,607             41,157
                                                         =========          =========







                 See notes to condensed consolidated financial statements.

</TABLE>

<PAGE>


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


                                                          Amounts         Shares
                                                         ---------       -------
Common stock and capital in excess of par value:
   Balance, beginning of year.......................     $ 224,519        54,482
   Stock options exercised..........................         3,982           203
   Tax benefit from exercise of options ............         1,235
   Payment for fractional shares....................           (26)
   Stock issued under 401(k) plan...................           397            12
                                                         ---------       -------
   Balance, March 28, 2004..........................       230,107        54,697
                                                         ---------       =======

Retained earnings:
   Balance, beginning of year.......................       378,911
   Net income.......................................        32,345
                                                         ---------
   Balance, March 28, 2004..........................       411,256
                                                         ---------

Accumulated other comprehensive income (loss):
   Balance, beginning of year.......................           695
   Foreign currency translation.....................           (14)
                                                         ---------
   Balance, March 28, 2004..........................           681
                                                         ---------

Treasury shares:
   Balance, beginning of year.......................      (211,626)       16,042
   Treasury stock acquired..........................       (29,834)          798
                                                         ---------       -------
   Balance, March 28, 2004..........................      (241,460)       16,840
                                                         ---------       =======

Total shareholders' equity..........................     $ 400,584
                                                         =========










            See notes to condensed consolidated financial statements.


<PAGE>
<TABLE>
<CAPTION>


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


                                                                              Three Months Ended
                                                                       ---------------------------------
                                                                       March 28, 2004     March 30, 2003
                                                                       --------------     --------------
<S>                                                                       <C>                <C>
Operating activities:
   Net income .......................................................     $ 32,345           $ 27,407
   Adjustments to reconcile net income to cash
      provided by operations:
      Depreciation and amortization..................................       12,229             10,905
      Deferred income tax expense....................................        4,981              4,482
      Tax benefit from exercise of stock options.....................        1,235                 44
      Other..........................................................          777                803
      Net change in receivables, inventory, prepaids, payables and
         accrued liabilities.........................................       20,310             16,163
                                                                          --------           --------
         Cash provided by operations.................................       71,877             59,804
                                                                          --------           --------

   Investing activities:
      Purchases of property and equipment............................      (14,542)           (19,086)
      (Increase) decrease in other assets............................           60               (996)
                                                                          --------           --------
         Cash used in investing activities...........................      (14,482)           (20,082)
                                                                          --------           --------

   Financing activities:
      Payments on debt and line of credit ...........................      (27,440)           (31,033)
      Exercise of stock options .....................................        3,982                264
      Redeemable preferred stock dividends ..........................                             (59)
      Repurchase of common stock ....................................      (29,834)            (5,922)
      Other .........................................................          294                637
                                                                          --------           --------
         Cash used in financing activities...........................      (52,998)           (36,113)
                                                                          --------           --------

   Increase in cash and cash equivalents ............................        4,397              3,609
   Cash and cash equivalents, beginning of period....................        8,067             12,214
                                                                          --------           --------
   Cash and cash equivalents, end of period..........................     $ 12,464           $ 15,823
                                                                          ========           ========














                        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 March 28, 2004 and March 30, 2003 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  December 28,
2003.  Results of operations  for the periods ended March 28, 2004 and March 30,
2003 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  earnings
applicable  to common  shares 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. Net income applicable to
common shares has been adjusted for  redeemable  preferred  stock  accretion and
dividends for the applicable  periods.  Earnings per common and potential common
share were computed as follows (thousands, except per share data):

                                                           Three Months Ended
                                                         -----------------------
                                                         March 28,     March 30,
                                                           2004          2003
                                                         ---------     ---------

Net income ...........................................   $ 32,345      $ 27,407
Accretion of redeemable preferred stock...............                      (26)
Redeemable preferred stock dividends..................                      (59)
                                                         --------      --------
Adjusted income applicable to commons shares..........   $ 32,345      $ 27,322
                                                         ========      ========


Basic:
   Weighted average common shares outstanding.........     38,310        40,853
                                                         ========      ========
   Earnings per common share..........................   $    .84      $    .67
                                                         ========      ========

Diluted:
   Weighted average common shares outstanding.........     38,310        40,853
   Potential common shares for stock options..........      1,297           304
                                                         --------      --------
   Weighted average shares outstanding................     39,607        41,157
                                                         ========      ========
   Earnings per common and potential
      common share....................................   $    .82      $    .66
                                                         ========      ========




<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):
<TABLE>
<CAPTION>

                                                                           Three Months Ended
                                                                         ----------------------
                                                                         March 28,    March 30,
                                                                           2004         2003
                                                                         ---------    ---------

<S>                                                                      <C>          <C>
Net income, as reported...............................................   $ 32,345     $ 27,407
Fair value based compensation expense, net of taxes...................     (1,436)      (1,624)
                                                                         --------     --------
Pro-forma net income .................................................     30,909       25,783
Accretion and dividends of redeemable preferred stock, as reported....                     (85)
                                                                         --------     --------
Pro-forma net income applicable to common shares......................   $ 30,909     $ 25,698
                                                                         ========     ========


Earnings per Share:
Basic:
   As reported........................................................   $    .84     $    .67
   Pro-forma..........................................................   $    .81     $    .63
Diluted:
   As reported........................................................   $    .82     $    .66
   Pro-forma..........................................................   $    .78     $    .62

</TABLE>


4.   Stock split:

     All share and per share  information have been  retroactively  adjusted for
the  effects  of a three  for two  stock  split in the form of a  special  stock
dividend effected and distributed on March 15, 2004.












<PAGE>


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

Results of Operations

First Quarter 2004 Compared to First Quarter 2003

     A summary of the results of  operations  of the Company as a percentage  of
revenues for the first quarters of 2004 and 2003 is shown below.


                                                      Three Months Ended
                                               ---------------------------------
                                               March 28, 2004     March 30, 2003
                                               --------------     --------------
Revenue......................................      100.0%             100.0%
                                                   -----              -----
Costs and  expenses:
   Cost of sales:
      Food, beverage and related supplies....       11.9               11.9
      Games and merchandise..................        4.2                4.2
      Labor..................................       25.7               26.0
                                                   -----              -----
                                                    41.8               42.1
   Selling, general and administrative.......       11.7               11.5
   Depreciation and amortization.............        5.9                5.9
   Interest expense..........................         .1                 .2
   Other operating expenses..................       15.2               16.0
                                                   -----              -----
                                                    74.7               75.7
                                                   -----              -----
Income before income taxes...................       25.3               24.3
Income tax expense ..........................        9.7                9.4
                                                   -----              -----
Net income ..................................       15.6%              14.9%
                                                   =====              =====


     Revenues

     Revenues  increased  12.4% to $206.9  million in the first  quarter of 2004
from  $184.1  million  in the first  quarter of 2003 due to an  increase  in the
number of  Company-operated  restaurants  and an increase of 5.0% in  comparable
store  sales.  During  the  full  year  of  2003,  the  Company  opened  32  new
restaurants,   acquired  three  restaurants  from  franchisees  and  closed  one
restaurant.  During the first three months of 2004,  the Company  opened two new
restaurants  and has 420  Company-operated  restaurants at March 28, 2004.  Menu
prices increased 1.0% between the first quarter of 2003 and the first quarter of
2004.

     Costs and Expenses

     Costs and  expenses as a percentage  of revenues  decreased to 74.7% in the
first quarter of 2004 from 75.7% in the first quarter of 2003.

     Cost of sales  decreased as a percentage  of revenues to 41.8% in the first
quarter  of 2004 from  42.1% in the  comparable  period  of 2003.  Cost of food,
beverage,  and related  supplies as a percentage  of revenues  were 11.9% in the
first quarter of 2004 and the first quarter of 2003.  Food costs were negatively
impacted by  approximately  $1.1 million due to a 36% increase in average cheese
prices paid in the first  quarter of 2004 compared to the first quarter of 2003.
However this increase was fully offset by lower beverage costs and the favorable
effects of a 1.0% menu price  increase  implemented  in 2003.  Cost of games and
merchandise  as a percentage  of revenues was 4.2% in both the first  quarter of
2004 and the first  quarter of 2003.  Store labor  expenses as a  percentage  of
store sales  decreased  to 25.7% in the first  quarter of 2004 from 26.0% in the
first quarter of 2003 primarily due to the increase in comparable store sales.


<PAGE>


     Selling,  general and  administrative  expenses as a percentage of revenues
increased  to 11.7% in the first  three  months of 2004 from  11.5% in the first
three months of 2003.  The increase was primarily due to higher bonus expense in
the first  quarter of 2004 due to strong  financial  performance.  In  addition,
pre-opening expenses for restaurants opened or under construction were higher in
the first quarter of 2004 compared to the first quarter of 2003.

     Depreciation  and  amortization  expenses as a percentage  of revenues were
5.9% in the first quarters of both 2004 and 2003.

     Interest expense as a percentage of revenues decreased to 0.1% in the first
three months of 2004 from 0.2% in the first three months of 2003.

     Other operating  expenses decreased as a percentage of revenues to 15.2% in
the first quarter of 2004 from 16.0% in the first quarter of 2003  primarily due
to the  increase  in  comparable  store  sales and the fact  that a  significant
portion of operating costs are fixed.

     The Company's  effective  income tax rate was 38.3% in the first quarter of
2004 compared to a rate of 38.8% in the first quarter of 2003 due to a reduction
in the Company's effective state tax rate.

     Net Income

     The  Company had net income of $32.3  million in the first  quarter of 2004
compared  to $27.4  million in the first  quarter of 2003 due to the  changes in
revenues and expenses  discussed above. The Company's diluted earnings per share
increased  24.2% to $.82 per  share in the first  quarter  of 2004 from $.66 per
share in the first  quarter  of 2003 due to the  18.0%  increase  in net  income
discussed  above and a 3.8%  decrease in the number of weighted  average  shares
outstanding.


     Financial Condition, Liquidity and Capital Resources

     Cash provided by  operations  increased to $71.9 million in the first three
months  of 2004 from  $59.8  million  in the  comparable  period  of 2003.  Cash
outflows from investing activities for the first three months of 2004 were $14.5
million primarily related to capital expenditures.  Cash outflows from financing
activities  for the first  three  months of 2004 were  $53.0  million  primarily
related to the 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.

     Cash provided by  operations  is a significant  source of liquidity for the
Company.  Since substantially all of the Company's sales are for cash and credit
cards, and accounts payable are generally due in five to 30 days, the Company is
able to carry current  liabilities in excess of current assets.  The net working
capital  deficit  increased  from $16.1  million at  December  28, 2003 to $32.1
million at March 28, 2004 due  primarily  to the timing of payments  for accrued
income taxes payable.

     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 or  reconfigurations  and d) expansions of
the  square  footage  of  existing  restaurants.  In  addition,  the  Company is
currently  testing  revisions  to the  building  exterior  along  with  interior
enhancements in conjunction with a game enhancement initiative.



<PAGE>



     The game  enhancement  initiative  began in 2003 and has an average capital
cost of  approximately  $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  area.  The  major  remodel  or   reconfiguration
initiative  includes a  reallocation  of space  between the dining and game room
areas,  expansion of the space allocated to the game room and an increase in the
number of games.  The typical  capital cost of this  initiative  will range from
$225,000 to $400,000 per  restaurant.  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.

     In 2004,  the  Company  plans  to add 36 to 40  restaurants  including  new
restaurants  and  acquisitions of 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, the amount of
any  landlord  contribution  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 2004 is approximately  $1.4 million per
restaurant.  At the  beginning  of  2004,  the  Company  identified  development
opportunities  for  approximately  300 restaurants  including those  restaurants
expected to open in 2004.

     In 2004, the Company plans to complete the game  enhancement  initiative in
60 to 80  restaurants.  The  Company  plans  to  complete  a  major  remodel  or
reconfiguration  in a select number of restaurants that are believed to have the
greatest  opportunity  to  significantly  increase sales and provide an adequate
return on  investment.  The Company has currently  identified  approximately  20
potential  restaurants  for  a  major  remodel  including  the  three  franchise
restaurants  acquired  in 2003.  The  Company  also  plans to expand  the square
footage of approximately four to five restaurants.  In addition,  the Company is
currently  testing  revisions  to the  building  exterior  along  with  interior
enhancements in conjunction  with the game enhancement  initiative.  The Company
expects the aggregate capital costs of completing game enhancement  initiatives,
major  remodels,  reconfigurations,  expanding  the square  footage of  existing
restaurants and testing  revisions to the building  exterior along with interior
enhancements  in 2004 to total  approximately  $16 million and impact 105 to 110
restaurants.

     During the first quarter of 2004, the Company  opened two new  restaurants,
implemented the game  enhancement  initiative plan in 43 restaurants,  completed
major  remodels  in  two   restaurants   and  building   exterior  and  interior
enhancements in three restaurants.  The Company currently estimates that capital
expenditures  in 2004 will be $79 million to $85 million.  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 through the first
quarter of 2004, the Company has repurchased  approximately  16.0 million shares
of the Company's common stock,  retroactively adjusted for a three for two stock
split  effective  on  March  15,  2004,  at  an  aggregate   purchase  price  of
approximately  $237  million.  During  the first  quarter of 2004,  the  Company
repurchased 797,850 shares at an aggregate purchase price of approximately $29.8
million.  At the end of the first quarter of 2004,  approximately  $48.2 million
remained  available  for  repurchase  under the current  $75 million  repurchase
authorization  approved by the Company's Board of Directors in the first quarter
of 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 March  28,  2004,  there  were  $37.0  million  in
borrowings under this line of credit.  In addition,  the Company had outstanding
letters  of  credit  of $7.5  million  at March  28,  2004.  The line of  credit
agreement  contains  certain  restrictions  and  conditions  as  defined  in the
agreement that require the Company to maintain net worth of $362.0 million as of
March 28, 2004, 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 to not pledge any of its
existing  assets to secure future  indebtedness.  At March 28, 2004, 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.


<PAGE>



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/entertainment  industry,  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.


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.

Evaluation of Disclosure Controls and Procedures

     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 as of the end of the period
covered by this report.  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  in  timely  alerting  them  to  material  information
(including information relating to our consolidated subsidiaries) required to be
included in our Exchange Act Filings.  There have been no significant changes in
the  Company's   internal   controls  over   financial   reporting   that  could
significantly affect these controls during the most recent fiscal quarter.


<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), was filed in the Superior Court
of the State of  California  in the County of Los  Angeles  (the " Court").  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 the state wage and hour laws  involving  unpaid
overtime  wages and seeks an  unspecified  amount in damages.  On September  29,
2003, the Company entered into a settlement agreement with the Plaintiffs, which
was subject to approval by the Court,  whereby the Company will pay $4.2 million
plus  up to  $50,000  for  administrative  fees  to  settle  all  claims  of the
Plaintiff.  On January 14, 2004 the Court entered an order granting  preliminary
approval of the settlement agreement.



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

     a)   Exhibits

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

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

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

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


     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 18,  2004,  announcing
          fourth quarter 2003 financial results.

          A current report on Form 8-K, dated March 5, 2004, furnishing specimen
          forms of the Company's  current  franchise  agreement and  development
          agreement.

          A current report on Form 8-K, dated April 14, 2004,  announcing  first
          quarter 2004 financial results.









<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:  May 6, 2004           By: /s/ Christopher D. Morris
                                  --------------------------------
                                  Christopher D. Morris
                                  Senior Vice President, Chief Financial Officer