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  July 3, 2005.


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

                        Commission File Number 001-13587


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


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


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


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


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

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes [X] No [_]

     At August 8, 2005,  an aggregate of 35,060,822  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............     6
      Condensed Consolidated Statements of Cash Flows ....................     7
      Notes to Condensed Consolidated Financial Statements................     8

   Item 2. Management's Discussion and Analysis of Financial Condition
      and Results of Operations...........................................    10

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

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

Part II - Other Information:

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

   Item 2.  Changes in Securities, Use of Proceeds and Issuer Purchases
      of Equity Securities................................................    17

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

   Item 6.  Exhibits and Reports on Form 8-K..............................    18

Signatures................................................................    19

Certifications............................................................    20




<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1: Financial Statements

<TABLE>
<CAPTION>

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

                                                     ASSETS
                                                                                      July 3,        January 2,
                                                                                        2005            2005
                                                                                    -----------     -----------
                                                                                    (unaudited)
<S>                                                                                  <C>             <C>
Current assets:
   Cash and cash equivalents....................................................     $   9,611       $  11,798
   Accounts receivable..........................................................        15,141          13,482
   Inventories..................................................................        11,919          12,171
   Prepaid expenses.............................................................         9,144           7,444
   Deferred tax asset...........................................................         1,763           1,763
                                                                                     ---------       ---------
      Total current assets......................................................        47,578          46,658
                                                                                     ---------       ---------

Property and equipment, net.....................................................       567,231         563,081
                                                                                     ---------       ---------

Other assets....................................................................         1,122           2,278
                                                                                     ---------       ---------
                                                                                     $ 615,931       $ 612,017
                                                                                     =========       =========

                                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Current portion of long-term debt............................................     $     534       $  78,279
   Accounts payable.............................................................        22,927          24,294
   Accrued liabilities..........................................................        32,957          36,329
                                                                                     ---------       ---------
      Total current liabilities.................................................        56,418         138,902
                                                                                     ---------       ---------

Long-term debt, less current portion............................................       100,669          11,673
                                                                                     ---------       ---------

Deferred rent...................................................................        58,545          53,427
                                                                                     ---------       ---------

Deferred tax liability..........................................................        34,386          36,429
                                                                                     ---------       ---------

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

Shareholders' equity:
   Common stock, $.10 par value; authorized 100,000,000 shares; 55,973,127
      and 55,556,857 shares issued, respectively ...............................         5,597           5,556
   Capital in excess of par value...............................................       257,823         245,991
   Retained earnings ...........................................................       479,957         433,267
   Accumulated other comprehensive income ......................................         1,333           1,476
   Less treasury shares of 20,921,268 and 19,210,568, respectively, at cost.....      (389,547)       (325,560)
                                                                                     ---------       ---------
                                                                                       355,163         360,730
                                                                                     ---------       ---------
                                                                                     $ 615,931       $ 612,017
                                                                                     =========       =========

                            See notes to condensed consolidated financial statements.

</TABLE>


<PAGE>


<TABLE>
<CAPTION>

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

                                                                    Three Months Ended
                                                             --------------------------------
                                                             July 3, 2005       June 27, 2004
                                                             ------------       -------------

<S>                                                            <C>                <C>
Food and beverage revenues..............................       $ 109,455          $ 108,739
Games and merchandise revenues..........................          58,253             55,826
Franchise fees and royalties............................             685                852
Interest income ........................................               8                  7
                                                               ---------          ---------
                                                                 168,401            165,424
                                                               ---------          ---------

Costs and expenses:
   Cost of sales:
     Food, beverage and related supplies................          19,837             21,307
     Games and merchandise..............................           6,707              7,218
     Labor..............................................          48,622             47,688
                                                               ---------          ---------
                                                                  75,166             76,213
   Selling, general and administrative expenses.........          21,416             20,047
   Depreciation and amortization........................          15,780             13,880
   Interest expense.....................................             984                485
   Other operating expenses.............................          31,659             31,436
                                                               ---------          ---------
                                                                 145,005            142,061
                                                               ---------          ---------

Income before income taxes..............................          23,396             23,363

Income taxes............................................           8,960              8,947
                                                               ---------          ---------

Net income .............................................          14,436             14,416

Other comprehensive loss, net of tax:
   Foreign currency translation.........................              (8)              (124)
                                                               ---------          ---------

Comprehensive income....................................       $  14,428          $  14,292
                                                               =========          =========

Earnings per share:
   Basic:
     Net income ........................................       $     .41          $     .38
                                                               =========          =========
     Weighted average shares outstanding................          35,255             37,507
                                                               =========          =========
   Diluted:
     Net income  .......................................       $     .40          $     .37
                                                               =========          =========
     Weighted average shares outstanding................          36,473             38,604
                                                               =========          =========







                   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)

                                                                     Six Months Ended
                                                             --------------------------------
                                                             July 3, 2005       June 27, 2004
                                                             ------------       -------------

<S>                                                            <C>                <C>
Food and beverage revenues..............................       $ 248,499          $ 245,078
Games and merchandise revenues..........................         132,495            125,567
Franchise fees and royalties............................           1,480              1,713
Interest income ........................................              13                 14
                                                               ---------          ---------
                                                                 382,487            372,372
                                                               ---------          ---------

Costs and expenses:
   Cost of sales:
     Food, beverage and related supplies................          45,405             45,785
     Games and merchandise..............................          15,031             15,860
     Labor..............................................         102,447            100,927
                                                               ---------          ---------
                                                                 162,883            162,572
   Selling, general and administrative expenses.........          46,833             43,879
   Depreciation and amortization........................          30,177             27,258
   Interest expense.....................................           1,707                968
   Other operating expenses.............................          65,214             63,387
                                                               ---------          ---------
                                                                 306,814            298,064
                                                               ---------          ---------

Income before income taxes..............................          75,673             74,308

Income taxes............................................          28,983             28,459
                                                               ---------          ---------

Net income .............................................          46,690             45,849

Other comprehensive loss, net of tax:
   Foreign currency translation.........................            (143)              (138)
                                                               ---------          ---------

Comprehensive income....................................       $  46,547          $  45,711
                                                               =========          =========

Earnings per share:
   Basic:
     Net income ........................................       $    1.31          $    1.21
                                                               =========          =========
     Weighted average shares outstanding................          35,736             37,910
                                                               =========          =========
   Diluted:
     Net income  .......................................       $    1.26          $    1.17
                                                               =========          =========
     Weighted average shares outstanding................          36,963             39,107
                                                               =========          =========







                   See notes to condensed consolidated financial statements.

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

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


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

<S>                                                              <C>                <C>
Common stock and capital in excess of par value:
   Balance, beginning of year.............................       $ 251,547           55,557
   Stock options exercised................................           8,901              405
 Tax benefit from exercise of options ....................           2,515
 Stock issued under 401(k) plan...........................             457               11
                                                                 ---------          -------
 Balance, July 3, 2005....................................         263,420           55,973
                                                                 ---------          =======

Retained earnings:
   Balance, beginning of year.............................         433,267
   Net income.............................................          46,690
                                                                 ---------
   Balance, July 3, 2005..................................         479,957
                                                                 ---------

Accumulated other comprehensive income (loss):
   Balance, beginning of year.............................           1,476
   Foreign currency translation...........................            (143)
                                                                 ---------
   Balance, July 3, 2005..................................           1,333
                                                                 ---------

Treasury shares:
   Balance, beginning of year.............................        (325,560)          19,211
   Treasury stock acquired................................         (63,987)           1,710
                                                                 ---------          -------
   Balance, July 3, 2005..................................        (389,547)          20,921
                                                                 ---------          =======

Total shareholders' equity................................       $ 355,163
                                                                 =========



















                  See notes to condensed consolidated financial statements.

</TABLE>

<PAGE>


<TABLE>
<CAPTION>

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


                                                                                          Six Months Ended
                                                                                  --------------------------------
                                                                                  July 3, 2005       June 27, 2004
                                                                                  ------------       -------------
<S>                                                                                 <C>                 <C>
Operating activities:
   Net income ...............................................................       $ 46,690            $ 45,849
   Adjustments to reconcile net income to cash
     provided by operations:
     Depreciation and amortization...........................................         30,177              27,258
     Deferred income tax expense.............................................         (2,043)              6,206
     Tax benefit from exercise of stock options..............................          2,515               1,844
     Other...................................................................          2,207               2,313
     Net change in receivables, inventories, prepaids, payables and
       accrued liabilities...................................................         (7,846)              4,638
     Leasehold reimbursements from lessors...................................          3,394               3,650
                                                                                    --------            --------
     Cash provided by operations.............................................         75,094              91,758
                                                                                    --------            --------

Investing activities:
   Purchases of property and equipment.......................................        (34,336)            (39,787)
   (Increase) decrease in other assets.......................................            993                 (87)
                                                                                    --------            --------
     Cash used in investing activities.......................................        (33,343)            (39,874)
                                                                                    --------            --------

Financing activities:
   Proceeds on line of credit ...............................................         39,000              27,000
   Payments on debt and line of credit ......................................        (28,276)            (28,705)
   Exercise of stock options ................................................          8,901               8,677
   Repurchase of common stock ...............................................        (63,987)            (56,338)
   Other ....................................................................            424                 484
                                                                                    --------            --------
     Cash used in financing activities.......................................        (43,938)            (48,882)
                                                                                    --------            --------

Increase (decrease) in cash and cash equivalents ............................         (2,187)              3,002
Cash and cash equivalents, beginning of period...............................         11,798               8,067
                                                                                    --------            --------
Cash and cash equivalents, end of period.....................................       $  9,611            $ 11,069
                                                                                    ========            ========

















                             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 July 3, 2005 and June 27,  2004  reflect all
adjustments  (consisting  only of normal  recurring  adjustments)  necessary  to
present fairly the Company's financial condition, results of operations and cash
flows in accordance with generally accepted accounting principles.

     Certain  information  and  footnote  disclosures  normally  included in the
consolidated financial statements prepared in accordance with generally accepted
accounting  principles have been omitted.  The unaudited condensed  consolidated
financial  statements  referred to above should be read in conjunction  with the
financial statements and notes thereto included in the Company's Form 10-K filed
with the Securities and Exchange  Commission for the year ended January 2, 2005.
Results of  operations  for the periods ended July 3, 2005 and June 27, 2004 are
not necessarily indicative of the results for the full year.


2.   Earnings per common share:

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


<TABLE>
<CAPTION>
                                                                Three Months Ended             Six Months Ended
                                                             -----------------------       -----------------------
                                                              July 3,       June 27,        July 3,       June 27,
                                                               2005           2004           2005           2004
                                                             --------       --------       --------       --------

<S>                                                          <C>            <C>            <C>            <C>
Net income ...........................................       $ 14,436       $ 14,416       $ 46,690       $ 45,849
                                                             ========       ========       ========       ========

Basic:
   Weighted average common shares outstanding.........         35,255         37,507         35,736         37,910
                                                             ========       ========       ========       ========
   Earnings per common share..........................       $    .41       $    .38       $   1.31       $   1.21
                                                             ========       ========       ========       ========

Diluted:
   Weighted average common shares outstanding.........         35,255         37,507         35,736         37,910
   Potential common shares for stock options..........          1,218          1,097          1,227          1,197
                                                             --------       --------       --------       --------
   Weighted average shares outstanding................         36,473         38,604         36,963         39,107
                                                             ========       ========       ========       ========
   Earnings per common and potential
      common share....................................       $    .40       $    .37       $   1.26       $   1.17
                                                             =========      ========       ========       ========

</TABLE>

<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         Six Months Ended
                                                              ---------------------     ---------------------
                                                               July 3,     June 27,      July 3,     June 27,
                                                                2005         2004         2005         2004
                                                              --------     --------     --------     --------

<S>                                                           <C>          <C>          <C>          <C>
Net income, as reported ...............................       $ 14,436     $ 14,416     $ 46,690     $ 45,849
Fair value based compensation expense, net of taxes....         (1,351)      (1,451)      (2,262)      (2,886)
                                                              --------     --------     --------     --------
Pro-forma net income applicable to common shares.......       $ 13,085     $ 12,965     $ 44,428     $ 42,963
                                                              ========     ========     ========     ========

Earnings per Share:
Basic:
   As reported.........................................       $    .41     $    .38     $   1.31     $   1.21
   Pro-forma...........................................       $    .37     $    .35     $   1.24     $   1.13

Diluted:
   As reported.........................................       $    .40     $    .37     $   1.26     $   1.17
   Pro-forma...........................................       $    .36     $    .34     $   1.20     $   1.10

</TABLE>




<PAGE>


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

Results of Operations

     A summary of the results of  operations  of the Company as a percentage  of
revenues is shown below.


<TABLE>
<CAPTION>
                                                      Three Months Ended                Six Months Ended
                                                 ----------------------------     ----------------------------
                                                 Jul. 3, 2005   Jun. 27, 2004     Jul. 3, 2005   Jun. 27, 2004
                                                 ------------   -------------     ------------   -------------
<S>                                                 <C>             <C>              <C>             <C>
Revenues....................................        100.0%          100.0%           100.0%          100.0%
                                                    -----           -----            -----           -----
Costs and expenses:
   Cost of sales:
     Food, beverage and related supplies....         11.8            12.9             11.9            12.3
     Games and merchandise..................          4.0             4.4              3.9             4.3
     Labor..................................         28.9            28.8             26.8            27.1
                                                    -----           -----            -----           -----
                                                     44.7            46.1             42.6            43.7
   Selling, general and administrative......         12.7            12.1             12.2            11.8
   Depreciation and amortization............          9.4             8.4              7.9             7.3
   Interest expense.........................           .5              .3               .4              .3
   Other operating expenses.................         18.8            19.1             17.1            17.0
                                                    -----           -----            -----           -----
                                                     86.1            86.0             80.2            80.1
                                                    -----           -----            -----           -----
Income before income taxes..................         13.9            14.0             19.8            19.9
Income tax expense .........................          5.3             5.4              7.6             7.7
                                                    -----           -----            -----           -----
Net income .................................          8.6%            8.6%            12.2%           12.2%
                                                    =====           =====            =====           =====

Number of Company-operated stores:
   Beginning of period......................          453             420              449             418
   New......................................            1              10                5              12
   Company purchased franchise stores.......            1                                1
   Closed...................................
                                                     ----            ----             ----            ----
   End of period............................          455             430              455             430
                                                     ====            ====             ====            ====

Number of franchise stores:
   Beginning of period......................           45              48               46              48
   New......................................            1               1                1               1
   Company purchased franchise stores.......           (1)                              (1)
   Closed...................................                                            (1)
                                                     ----            ----             ----            ----
   End of period............................           45              49               45              49
                                                     ====            ====             ====            ====

</TABLE>



Second Quarter 2005 Compared to Second Quarter 2004

     Revenues

     Revenues  increased  1.8% to $168.4  million in the second  quarter of 2005
from  $165.4  million in the second  quarter of 2004 due to an  increase  in the
number of  Company-operated  restaurants.  Comparable store sales decreased 2.1%
between the periods.  The Company believes  comparable store sales in the second
quarter of 2005 were negatively impacted by ineffective sales promotions and the
effect of high gasoline prices on consumer buying  decisions.  Comparable  store
sales were also negatively impacted by the shift of a large percentage of spring

<PAGE>


breaks into the first quarter of 2005 compared to the prior period. The weighted
average  number of  Company-operated  restaurants  increased  by 27  restaurants
between the second quarter of 2004 and the second  quarter of 2005.  Menu prices
increased  approximately  3.4% between the second quarter of 2005 and the second
quarter of 2004.

     Costs and Expenses

     Costs and expenses as a percentage of revenues  increased slightly to 86.1%
in the second quarter of 2005 from 86.0% in the second quarter of 2004.

     Cost of sales  decreased as a percentage of revenues to 44.7% in the second
quarter  of 2005 from  46.1% in the  comparable  period  of 2004.  Cost of food,
beverage, and related supplies as a percentage of revenues decreased to 11.8% in
the second  quarter of 2005 from 12.9% in the second  quarter of 2004,  due to a
24% reduction in average  cheese  prices paid during the second  quarter of 2005
compared  to the same  period of the prior  year,  a  beverage  rebate  from our
supplier and a benefit from price increases.  These  improvements were partially
offset  by an  increase  in  the  prices  of  dough  and  pepperoni.  Games  and
merchandise  costs as a percentage  of revenues  decreased to 4.0% in the second
quarter of 2005 from 4.4% in the  second  quarter  of 2004 due  primarily  to an
increase in pricing.  Labor  expense as a  percentage  of revenues  increased to
28.9% in the second  quarter  of 2005 from  28.8% in the second  quarter of 2004
primarily due to the decline in comparable store sales during the quarter.

     Selling,  general and  administrative  expenses as a percentage of revenues
increased  to 12.7% in the  second  quarter  of 2005  from  12.1% in the  second
quarter of 2004.  The increase was primarily due to an increase in group medical
expenses and an increase in advertising expense in Canadian markets.

     Depreciation  and  amortization   expenses  as  a  percentage  of  revenues
increased to 9.4% in the second  quarter of 2005 from 8.4% in the second quarter
of 2004 due to capital invested in new and existing  restaurants and the decline
in comparable store sales.

     Interest  expense as a  percentage  of  revenues  increased  to 0.5% in the
second  quarter of 2005 from 0.3% in the second quarter of 2004 primarily due to
an increase in interest rates and outstanding debt.

     Other operating  expenses decreased as a percentage of revenues to 18.8% in
the second  quarter of 2005 from 19.1% in the second  quarter of 2004  primarily
due  to a 0.9%  decrease  in  insurance  expense  as a  percentage  of  revenues
reflecting improved trends in workers  compensation and general liability claims
and a reduction in insurance premiums. This decrease was partially offset by the
impact of the decline in comparable store sales.

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

     Net Income

     The Company's  net income was $14.4  million in both the second  quarter of
2005 and the second quarter of 2004 . The Company's  diluted  earnings per share
increased  8.1% to $.40 per share in the  second  quarter  of 2005 from $.37 per
share in the  second  quarter  of 2004 due to a 5.5%  decrease  in the number of
weighted average diluted shares outstanding.


First Six Months of 2005 Compared to First Six Months of 2004

     Revenues

     Revenues  increased  2.7% to $382.5 million in the first six months of 2005
from  $372.4  million in the first six months of 2004 due to an  increase in the
number of  Company-operated  restaurants.  Comparable store sales decreased 1.9%
between the  periods.  Comparable  store sales were  negatively  impacted by the
shift of the seasonally strong first week of the year into the fourth quarter of
2004. On a same week basis,  comparing the first 26 weeks in 2005 to the same 26
weeks  in 2004  comparable  store  sales  declined  .4%.  The  Company  believes
comparable  store  sales in the  second  quarter  of 2005 were  also  negatively

<PAGE>


impacted by ineffective  sales promotions and the effect of high gasoline prices
on consumer buying  decisions.  The weighted average number of  Company-operated
restaurants increased by 29 restaurants between the first six months of 2004 and
the first six months of 2005. Menu prices increased  approximately  3.5% between
the first six months of 2005 and the first six months of 2004.

     Costs and Expenses

     Costs and  expenses as a percentage  of revenues  increased to 80.2% in the
first six months of 2005 from 80.1% in the first six months of 2004.

     Cost of sales  decreased as a percentage  of revenues to 42.6% in the first
six months of 2005 from 43.7% in the  comparable  period of 2004.  Cost of food,
beverage, and related supplies as a percentage of revenues decreased to 11.9% in
the first six months of 2005 from 12.3% in the first six months of 2004,  due to
an 11.8%  reduction in average cheese prices paid during the first six months of
2005  compared  to the first six  months of 2004,  a  beverage  rebate  from our
supplier  and a  menu  price  increase.  Cost  of  games  and  merchandise  as a
percentage  of revenues  decreased  to 3.9% in the first six months of 2005 from
4.3% in the first six months of 2004 due  primarily to the menu price  increase.
Labor  expense as a percentage  of revenues  decreased to 26.8% in the first six
months of 2005 from  27.1% in the  comparable  period of 2004  primarily  due to
improved  operational  efficiency  partially offset by the decline in comparable
store sales.

     Selling,  general and  administrative  expenses as a percentage of revenues
increased  to 12.2% in the first six  months of 2005 from 11.8% in the first six
months of 2004.  The  increase was  primarily  due to a  recognition  and reward
conference for restaurant general managers held in the first quarter of 2005.

     Depreciation  and  amortization   expenses  as  a  percentage  of  revenues
increased  to 7.9% in the  first  six  months of 2005 from 7.3% in the first six
months of 2004 due to capital  invested in new and existing  restaurants and the
decline in comparable store sales.

     Interest expense as a percentage of revenues increased to 0.4% in the first
six months of 2005 from 0.3% in the first six months of 2004 primarily due to an
increase in interest rates and outstanding debt.

     Other  operating  expenses  increased  slightly  to 17.1% in the  first six
months of 2005  compared to 17.0% in the first six months of 2004  primarily due
to the  decrease in  comparable  store sales  which was  partially  offset by an
improvement in insurance expense as a percentage of revenues.  Insurance expense
decreased  as a  percentage  of  revenues  due to  improved  trends  in  workers
compensation and general liability claims and a reduction in insurance premiums.

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

     Net Income

     The Company had net income of $46.7 million in the first six months of 2005
compared to $45.8  million in the first six months of 2004 due to the changes in
revenues and expenses  discussed above. The Company's diluted earnings per share
increased 7.7% to $1.26 per share in the first six months of 2005 from $1.17 per
share in the first six  months of 2004 due to the 1.8%  increase  in net  income
discussed  above and a 5.5% decrease in the number of weighted  average  diluted
shares outstanding.



<PAGE>


Financial Condition, Liquidity and Capital Resources

     Cash  provided by  operations  was $75.1 million in the first six months of
2005  compared  to $91.8  million  in the  first six  months  of 2004.  Net cash
outflows from  investing  activities for the first six months of 2005 were $33.3
million,  primarily  related to capital  expenditures.  Net cash  outflows  from
financing  activities  for the first six  months  of 2005  were  $43.9  million,
primarily  related to the  repurchase  of the  Company's  common stock offset by
borrowings  on the  Company's  line of credit and proceeds  from the exercise of
employee stock options.  The Company's  primary  requirements for cash relate to
planned capital  expenditures,  the repurchase of the Company's common stock and
debt service.  The Company expects that it will satisfy such  requirements  from
cash provided by operations and, if necessary, funds available under its line of
credit.

     Cash provided by  operations  is a significant  source of liquidity for the
Company.  Since substantially all of the Company's sales are for cash and credit
cards, and accounts payable are generally due in five to 30 days, the Company is
able to carry current  liabilities in excess of current assets.  The net working
capital deficit  decreased from $92.2 million at January 2, 2005 to $8.8 million
at July 3, 2005 due  primarily to an amendment of the  Company's  line of credit
agreement   which   extended  the  maturity  five  years  and  resulted  in  the
reclassification of amounts outstanding under the agreement to long-term.

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

     In 2005,  the Company  plans to add 27 to 31  restaurants,  which  includes
opening new restaurants and acquiring existing restaurants from franchisees. The
Company currently anticipates its cost of opening such new restaurants will vary
depending upon many factors  including the size of the  restaurants  and whether
the  Company  acquires  land or the  restaurant  is an in-line  or  freestanding
building.  The average capital cost of all new  restaurants  expected to open in
2005 is approximately $1.8 million per restaurant. At the beginning of 2005, the
Company  identified  potential  development  opportunities for approximately 250
restaurants  including those  restaurants  expected to open in 2005. The Company
currently expects to open approximately 100 restaurants from 2006 through 2008.

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

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


<PAGE>


     During the six months of 2005,  the Company  opened  five new  restaurants,
acquired  one  restaurant  from  a  franchisee,  completed  17  major  remodels,
including 15 remodels  with a new exterior and interior  identity,  expanded the
square footage of two  restaurants  and 48 game rotation  upgrades.  The Company
currently  estimates  that  capital  expenditures  in  2005  will be $95 to $100
million, including the $30 million the Company is expecting to invest to remodel
existing stores. The Company plans to finance its capital  expenditures  through
cash flow from operations and, if necessary, borrowings under the Company's line
of credit.

     From time to time, the Company repurchases shares of its common stock under
a plan authorized by its Board of Directors.  The plan authorizes repurchases in
the open market or in private  transactions.  Beginning in 1993, the Company has
repurchased  approximately  20.1 million  shares of the Company's  common stock,
retroactively  adjusted for all stock splits, at an aggregate  purchase price of
approximately  $384.8 million.  During the first six months of 2005, the Company
repurchased  1,710,700  shares at an aggregate  purchase price of  approximately
$64.0 million.  In July 2005, the Company  announced  completion of a previously
approved  plan to  repurchase up to $100 million of common stock and approval by
its Board of Directors of a new plan  authorizing  the  repurchase of up to $400
million of common stock.

     In July 2005, the Company  amended its line of credit  agreement to provide
for borrowings up to $200 million for a term of five years.  The credit facility
replaces  the  Company's  previous  $132.5  million  credit  facility  that  was
scheduled  to  mature  in  December  2005.  Interest  under  the line of  credit
agreement  is  dependent  on earnings  and debt levels of the Company and ranges
from prime or, at the Company's  option,  LIBOR plus 0.50% to 1.25%.  Currently,
any  borrowings  under  this line of credit  would be at the prime rate or LIBOR
plus 0.50%.  The line of credit  agreement  contains  certain  restrictions  and
conditions  as defined in the  agreement  that require the Company to maintain a
fixed charge  coverage ratio at a minimum of 1.5 to 1.0 and a maximum total debt
to earnings before interest, taxes,  depreciation,  amortization ratio of 3.0 to
1.0. Borrowings under the line of credit agreement are unsecured but the Company
has  agreed  not  to  pledge  any  of  its  existing  assets  to  secure  future
indebtedness.  At July 3, 2005, the Company had borrowings outstanding under the
previous line of credit  agreement of $89.0 million and  outstanding  letters of
credit of $10.9 million. At July 3, 2005, the Company was in compliance with all
of its debt covenants.


Critical Accounting Policies and Estimates

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

     Self Insurance

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

     Impairment of Long-Lived Assets

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

<PAGE>


     Lease Accounting

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

New Accounting Standards

     In May 2005, the FASB issued  Statement of Financial  Accounting  Standards
No., 154,  "Accounting  changes and Error  Corrections  - A  Replacement  of APB
Opinion No. 20 and FASB  Statement  No. 3". SFAS No.154  requires  retrospective
application,  or the latest  practical date, as the preferred method to report a
change  in  accounting  principle  or  correction  of an error.  SFAS  No.154 is
effective for accounting  changes and corrections of errors made in fiscal years
beginning after December 15, 2005. The adoption of this standard is not expected
to have a material  impact on the Company's  consolidated  results of operations
and financial condition.

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

Website Access to Company Reports

     The Company's  website address is  www.chuckecheese.com.  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 the Company's officers,  directors and stockholders holding 10%
or more of common stock and all  amendments to those reports are available  free
of charge  through the website,  as soon as  reasonably  practicable  after such
material  is  electronically  filed  with or  furnished  to the  Securities  and
Exchange Commission.


Forward Looking Statements

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

<PAGE>


Item 3: Quantitative and Qualitative Disclosures about Market Risk

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


Item 4: Controls and Procedures

     The Company  performed an evaluation,  under the  supervision  and with the
participation of the Company's management, including the Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
the Company's disclosure controls and procedures.  Based on that evaluation, the
Company's management,  including the Chief Executive Officer and Chief Financial
Officer,  concluded that the Company's  disclosure  controls and procedures were
effective as of July 3, 2005, in ensuring that material  information relating to
the Company, including its consolidated  subsidiaries,  required to be disclosed
by the Company in reports  that it files or submits  under the  Exchange  Act is
recorded,  processed,  summarized and reported within the time periods specified
in the Securities and Exchange  Commission's rules and forms. There have been no
significant  changes in the Company's internal controls or in other factors that
could  significantly  affect these  controls  during the fiscal quarter to which
this report relates.


<PAGE>


                           PART II - OTHER INFORMATION


Item 1: Legal Proceedings

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


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

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

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

<S>  <C>     <C>               <C>                  <C>                 <C>                 <C>
Apr. 4 - May 1, 2005              573,700           $ 37.29             2,216,600           $ 19,074,562
May 2 - May 29, 2005              499,700           $ 38.01             2,716,300           $     78,893
May 30 - Jul. 3, 2005
                               ----------
Total                           1,073,400           $ 37.63
                               ==========
</TABLE>

     In July 2005,  the Company  announced  completion of a previously  approved
plan to  repurchase up to $100 million of common stock and approval by its Board
of Directors of a new plan  authorizing  the repurchase of up to $400 million of
common stock.

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

     On May 19, 2005,  at the  Company's  annual  meeting of  shareholders,  the
Company's  shareholders  re-elected Richard T. Huston,  Cynthia I. Pharr Lee and
Raymond E.  Wooldridge  to serve the Company as directors.  The following  votes
were cast with respect to the election of these directors:

                                       For               Withheld
     Richard T. Huston              31,414,298          2,636,791
     Cynthia I. Pharr Lee           31,057,426          2,993,663
     Raymond E. Wooldridge          32,706,789          1,344,300

     Richard M. Frank,  Michael H. Magusiak,  Tim T. Morris,  Louis P. Neeb, and
Walter Tyree's terms of office as directors of the Company  continued  after the
meeting.




<PAGE>


     Next, the shareholders ratified the appointment of Deloitte & Touche LLP as
the Company's independent registered public accounting firm. The Audit Committee
had selected the firm of Deloitte & Touche LLP, an independent registered public
accounting firm, to be the Company's auditors, which selection had been approved
by the Board of Directors. Deloitte & Touche LLP had served in this capacity for
the year 2004. The following  votes were cast with respect to the appointment of
Deloitte & Touche LLP as the Company's independent  registered public accounting
firm:

                 For                  Against            Abstain
              33,336,308              704,521             10,260

     Finally, the shareholders approved the adoption of a Non-Employee Directors
Restricted  Stock Plan. The  Restricted  Stock Plan provides for the granting of
Common  Stock to  non-employee  Directors  for such  consideration,  if any, and
subject to such  restrictions on transfer,  rights of first refusal,  repurchase
provisions,  forfeiture  provisions  and  other  terms  and  conditions  as  are
established by the Compensation Committee of the Board of Directors.  Subject to
any adjustments made as a result of various changes in the capitalization of the
Company,  the  aggregate  number of shares of Common  Stock which may be granted
under the Restricted Stock Plan shall not exceed 50,000 shares,  plus any shares
of Common  Stock  previously  awarded  which are  forfeited or  terminated.  The
following  votes were cast with  respect  to the  adoption  of the  Non-Employee
Directors Restricted Stock Plan:

        For               Against             Abstain           No Vote
     24,893,190          6,387,737            730,315          2,039,847


Item 6: Exhibits and Reports on Form 8-K

     a) Exhibits

          10(c) Credit  Agreement,  in the stated amount of $200,000,000,  dated
               July 18, 2005, between CEC Entertainment  Concepts, L.P. and Bank
               of America,  N.A., JP Morgan Chase Bank, N.A., SunTrust Bank, and
               the other  Lenders  (filed as exhibit  10(a)(1) to the  Company's
               Form  8-K  filed  on  July  21,  2005,   incorporated  herein  by
               reference).

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

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

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

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


     b) Reports on Form 8-K

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

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

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

               A current report on Form 8-K,  dated July 21, 2005,  furnishing a
               new Credit Agreement between CEC Entertainment Concepts, L.P. and
               Bank of America, N.A., JP Morgan Chase Bank, N.A., SunTrust Bank,
               and the other Lenders.

               A current  report on Form 8-K,  dated July 26,  2005,  announcing
               second quarter 2005 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: August 11, 2005       By:  /s/ Richard M. Frank
                                  -----------------------------
                                  Richard M. Frank
                                  Chairman of the Board, Chief Executive Officer
                                  and Director
                                  (Principal Executive Officer)

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

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