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


                                    FORM 10-Q


(Mark One)

     |X|  Quarterly  report  pursuant  to Section 13 or 15(d) of the  Securities
          Exchange  Act of 1934 for the  quarterly  period ended  September  28,
          2003.

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

                         Commission File Number 0-15782


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


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


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


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


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

     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 November 12, 2003, an aggregate of 25,810,731 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:

       Consolidated Balance Sheets........................................   3
       Consolidated Statements of Earnings and Comprehensive Income.......   4
       Consolidated Statement of Shareholders' Equity.....................   6
       Consolidated Statements of Cash Flows .............................   7
       Notes to Consolidated Financial Statements.........................   8

   Item 2.  Management's Discussion and Analysis of Financial Condition
       and Results of Operations..........................................  11

   Item 3.  Quantitative and Qualitative Disclosures about Market Risk ...  15

   Item 4.  Controls and Procedures.......................................  15

Part II - Other Information:

   Item 1.  Legal Proceedings.............................................  16

   Item 6.  Exhibits and Reports on Form 8-K..............................  16

Signatures................................................................  17

Certifications............................................................  18





<PAGE>



                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
<TABLE>
<CAPTION>

                                             CEC ENTERTAINMENT, INC.
                                           CONSOLIDATED BALANCE SHEETS
                                         (Thousands, except share data)
                                                                                 September 28,     December 29,
                                                                                     2003              2002
                                                                                 -------------     ------------
                                                                                  (unaudited)
<S>                                                                                <C>              <C>
  ASSETS
  Current assets:

     Cash and cash equivalents..................................................   $   9,300        $  12,214
     Accounts receivable........................................................       9,358           11,270
     Inventories................................................................      11,142           10,716
     Prepaid expenses...........................................................       7,169            5,500
     Deposit for redeemable preferred stock redemption..........................       2,795
     Deferred tax asset.........................................................         804            1,319
                                                                                   ---------        ---------
        Total current assets....................................................      40,568           41,019
                                                                                   ---------        ---------

  Property and equipment, net...................................................     519,792          493,533
                                                                                   ---------        ---------

  Notes receivable from related parties.........................................                        3,825
                                                                                                    ---------

  Other assets..................................................................       1,957            1,326
                                                                                   ---------        ---------
                                                                                   $ 562,317        $ 539,703
                                                                                   =========        =========

  LIABILITIES AND SHAREHOLDERS' EQUITY
  Current liabilities:
     Current portion of long-term debt..........................................   $     161        $     143
     Accounts payable and accrued liabilities...................................      61,508           43,002
     Redeemable preferred stock.................................................       2,795
                                                                                   ---------        ---------
        Total current liabilities...............................................      64,464           43,145
                                                                                   ---------        ---------

  Long-term debt, less current portion..........................................      66,925           62,349
                                                                                   ---------        ---------

  Deferred rent.................................................................       4,740            4,086
                                                                                   ---------        ---------

  Deferred tax liability........................................................      45,754           38,156
                                                                                   ---------        ---------

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

  Commitments and contingencies

  Redeemable preferred stock....................................................                        2,549
                                                                                   ---------        ---------

  Shareholders' equity:
     Common stock, $.10 par value; authorized 100,000,000 shares; 35,777,417
        and 35,669,773 shares issued, respectively .............................        3,578           3,567
     Capital in excess of par value.............................................      205,060         201,936
     Retained earnings .........................................................      367,124         308,277
     Accumulated other comprehensive income (loss) .............................          577             (91)
     Less treasury shares of 10,467,645 and 8,409,169, respectively, at cost....     (200,655)       (129,021)
                                                                                    ---------       ---------
                                                                                      375,684         384,668
                                                                                    ---------       ---------
                                                                                    $ 562,317       $ 539,703
                                                                                    =========       =========

                                 See notes to consolidated financial statements.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

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

                                                                                       Three Months Ended
                                                                                  -----------------------------
                                                                                  Sep. 28, 2003   Sep. 29, 2002
                                                                                  -------------   -------------
<S>                                                                                 <C>             <C>
Food and beverage revenues...................................................       $ 112,286       $  97,561
Games and merchandise revenues...............................................          56,886          50,518
Franchise fees and royalties.................................................             962             731
Interest income, including related party income of $108 in 2002 .............               4             111
                                                                                    ---------       ---------
                                                                                      170,138         148,921
                                                                                    ---------       ---------

Costs and expenses:
   Cost of sales.............................................................          75,027          65,598
   Selling, general and administrative expenses..............................          25,158          18,105
   Depreciation and amortization.............................................          11,381           9,978
   Interest expense..........................................................             503             332
   Other operating expenses..................................................          30,553          27,837
                                                                                    ---------       ---------
                                                                                      142,622         121,850
                                                                                    ---------       ---------

Income before income taxes...................................................          27,516          27,071

Income taxes.................................................................          10,676          10,532
                                                                                    ---------       ---------

Net income ..................................................................          16,840          16,539

Other comprehensive loss, net of tax:
Foreign currency translation.................................................            (275)            (98)
                                                                                    ---------       ---------

Comprehensive income.........................................................       $  16,565       $  16,441
                                                                                    =========       =========


Earnings per share:
   Basic:
     Net income .............................................................       $     .65       $     .60
                                                                                    =========       =========
     Weighted average shares outstanding.....................................          25,887          27,564
                                                                                    =========       =========
   Diluted:
     Net income  ............................................................       $     .64       $     .59
                                                                                    =========       =========
     Weighted average shares outstanding.....................................          26,499          27,987
                                                                                    =========       =========



                                 See notes to consolidated financial statements.
</TABLE>



<PAGE>

<TABLE>
<CAPTION>

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

                                                                                        Nine Months Ended
                                                                                  -----------------------------
                                                                                  Sep. 28, 2003   Sep. 29, 2002
                                                                                  -------------   -------------
<S>                                                                                 <C>             <C>
Food and beverage revenues...................................................       $ 334,363       $ 307,680
Games and merchandise revenues...............................................         170,150         153,723
Franchise fees and royalties.................................................           2,620           2,434
Interest income, including related party income of  $282 in 2002.............              16             293
                                                                                    ---------       ---------
                                                                                      507,149         464,130
                                                                                    ---------       ---------

Costs and expenses:
   Cost of sales.............................................................         221,419         203,301
   Selling, general and administrative expenses..............................          65,793          56,530
   Depreciation and amortization.............................................          33,338          28,651
   Interest expense..........................................................             967             881
   Other operating expenses..................................................          89,214          78,762
                                                                                    ---------       ---------
                                                                                      410,731         368,125
                                                                                    ---------       ---------

Income before income taxes...................................................          96,418          96,005

Income taxes.................................................................          37,410          37,346
                                                                                    ---------       ---------

Net income ..................................................................          59,008          58,659

Other comprehensive income, net of tax:
Foreign currency translation.................................................             668              41
                                                                                    ---------       ---------

Comprehensive income.........................................................       $  59,676       $  58,700
                                                                                    =========       =========


Earnings per share:
   Basic:
     Net income .............................................................       $    2.20       $    2.11
                                                                                    =========       =========
     Weighted average shares outstanding.....................................          26,707          27,742
                                                                                    =========       =========
   Diluted:
     Net income  ............................................................       $    2.18       $    2.06
                                                                                    =========       =========
     Weighted average shares outstanding.....................................          27,056          28,322
                                                                                    =========       =========



                                 See notes to consolidated financial statements.
</TABLE>


<PAGE>



<TABLE>
<CAPTION>


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


                                                                 Amounts         Shares
                                                                ---------       -------
<S>                                                             <C>              <C>
Common stock and capital in excess of par value:
   Balance, beginning of year..............................     $ 205,503        35,670
   Stock options exercised.................................         2,435            96
   Tax benefit from exercise of options....................           344
Stock issued under 401(k) plan.............................           356            11
                                                                ---------       -------
   Balance, September 28, 2003.............................       208,638        35,777
                                                                ---------       =======

Retained earnings:
   Balance, beginning of year..............................       308,277
   Net income..............................................        59,008
   Redeemable preferred stock accretion....................           (49)
   Redeemable preferred stock dividend, $2.40 per share....          (112)
                                                                ---------
   Balance, September 28, 2003.............................       367,124
                                                                ---------

Accumulated other comprehensive income (loss):
   Balance, beginning of year..............................           (91)
   Foreign currency translation............................           668
                                                                ---------
   Balance, September 28, 2003.............................           577
                                                                ---------

Treasury shares:
   Balance, beginning of year..............................      (129,021)        8,409
   Treasury stock acquired.................................       (71,634)        2,059
                                                                ---------       -------
   Balance, September 28, 2003.............................      (200,655)       10,468
                                                                ---------       =======

Total shareholders' equity.................................     $ 375,684
                                                                =========













                      See notes to consolidated financial statements.

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


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


                                                                                  Nine Months Ended
                                                                           -------------------------------
                                                                           Sep. 28, 2003     Sep. 29, 2002
                                                                           -------------     -------------
<S>                                                                          <C>               <C>
Operating activities:
   Net income ..........................................................     $  59,008         $  58,659
   Adjustments to reconcile net income to cash
     provided by operations:
   Depreciation and amortization........................................        33,338            28,651
   Deferred income tax expense..........................................         8,485            15,362
   Tax benefit from exercise of stock options...........................           344             3,015
   Other ...............................................................         2,032               863
   Net change in receivables, inventories, prepaids, payables and
     accrued liabilities................................................        21,978            11,109
                                                                             ---------         ---------
         Cash provided by operations....................................       125,185           117,659
                                                                             ---------         ---------

Investing activities:
   Purchases of property and equipment..................................       (60,202)          (83,326)
   Additions to notes receivable........................................                          (3,921)
   Payments received on notes receivable................................                             918
   Increase in assets held for resale...................................                            (102)
   Increase in other assets.............................................          (753)             (164)
                                                                             ---------         ---------
         Cash used in investing activities..............................       (60,955)          (86,595)
                                                                             ---------         ---------

Financing activities:
   Proceeds (payments) on debt and line of credit.......................         4,594           (10,479)
   Exercise of stock options ...........................................         2,435             5,676
   Redeemable preferred stock dividends.................................          (112)             (168)
   Purchase of treasury stock ..........................................       (71,634)          (22,444)
   Deposit for redeemable preferred stock redemption....................        (2,795)
   Other ...............................................................           368               338
                                                                             ---------         ---------
         Cash used in financing activities..............................       (67,144)          (27,077)
                                                                             ---------         ---------

Increase (decrease) in cash and cash equivalents .......................        (2,914)            3,987
Cash and cash equivalents, beginning of period..........................        12,214             3,682
                                                                             ---------         ---------
Cash and cash equivalents, end of period................................     $   9,300         $   7,669
                                                                             =========         =========









                                See notes to consolidated financial statements.
</TABLE>


<PAGE>


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


1.   Interim financial statements:

     In the opinion of management, the accompanying financial statements for the
periods ended  September 28, 2003 and September 29, 2002 reflect all adjustments
(consisting only of normal recurring  adjustments except as discussed in Note 5)
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  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 29, 2002. Results
of operations  for the periods  ended  September 28, 2003 and September 29, 2002
are not necessarily indicative of the results for the year.


2.   Earnings per common share:

     Basic  earnings per common share ("EPS") are 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 available per
common share has been  adjusted for  redeemable  preferred  stock  accretion and
dividends.  Earnings  per common and  potential  common  share were  computed as
follows (thousands, except per share data):
<TABLE>
<CAPTION>

                                                           Three Months Ended         Nine Months Ended
                                                          ---------------------     ---------------------
                                                          Sep. 28,     Sep. 29,     Sep. 28,     Sep. 29,
                                                            2003         2002         2003         2002
                                                          --------     --------     --------     --------
<S>                                                       <C>          <C>          <C>          <C>
Net income ........................................       $ 16,840     $ 16,539     $ 59,008     $ 58,659
Accretion of redeemable preferred stock (a)........                         (22)        ( 49)         (67)
Redeemable preferred stock dividends (a)...........                         (55)        (112)        (168)
                                                          --------     --------     --------     --------
Net income applicable to common shares.............       $ 16,840     $ 16,462     $ 58,847     $ 58,424
                                                          ========     ========     ========     ========

Basic:
    Weighted average common shares outstanding.....         25,887       27,564       26,707       27,742
                                                          ========     ========     ========     ========

    Earnings per common share......................       $    .65     $    .60     $   2.20     $   2.11
                                                          ========     ========     ========     ========

Diluted:
    Weighted average common shares outstanding.....         25,887       27,564       26,707       27,742
    Potential common shares for stock options
        and stock grants...........................            612          423          349          580
                                                          --------     --------     --------     --------
    Weighted average shares outstanding............         26,499       27,987       27,056       28,322
                                                          ========     ========     ========     ========

    Earnings per common and potential
        common share...............................       $    .64     $    .59     $   2.18     $   2.06
                                                          ========     ========     ========     ========

     (a)  Beginning in the three months ended  September 28, 2003,  redeemable  preferred stock accretion
          and dividends are included in interest expense under SFAS 150 (Note 6).
</TABLE>


<PAGE>


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



3.   Stock based compensation:

     The Company uses the  intrinsic  value method under  Accounting  Principles
Board Opinion No. 25,  "Accounting  for Stock Issued to  Employees"  and related
interpretations to account for its stock based compensation. The exercise prices
of all  stock  options  granted  to the  employees  are at no less than the fair
market value of the common stock at the grant date. Accordingly, no compensation
cost has been recognized for its stock option plans. 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 Statement of Financial  Accounting  Standards No. 123, "Accounting
for Stock-Based  Compensation",  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         Nine Months Ended
                                                          ---------------------     ---------------------
                                                          Sep. 28,     Sep. 29,     Sep. 28,     Sep. 29,
                                                            2003         2002         2003         2002
                                                          --------     --------     --------     --------
<S>                                                       <C>          <C>          <C>          <C>
Net income, as reported ...............................   $ 16,840     $ 16,539     $ 59,008     $ 58,659
Fair value based compensation expense, net of taxes....     (1,626)      (1,606)      (4,879)      (4,823)
                                                          --------     --------     --------     --------
Pro forma net income...................................   $ 15,214     $ 14,933     $ 54,129     $ 53,836
                                                          ========     ========     ========     ========

Earnings per Share:
Basic:
    As reported........................................   $    .65     $    .60     $   2.20     $   2.11
    Pro forma..........................................   $    .59     $    .54     $   2.02     $   1.93

Diluted:
    As reported........................................   $    .64     $    .59     $   2.18     $   2.06
    Pro forma..........................................   $    .57     $    .53     $   1.99     $   1.89


</TABLE>

4.   Consolidation of variable interest entities:

     The  Company  has  adopted  the  Financial   Accounting  Standards  Board's
Interpretation  No. 46,  "Consolidation of Variable Interest Entities" (FIN 46).
Accordingly,  at the  beginning  of  2003,  the  Company  has  consolidated  the
financial statements of the International Association of CEC Entertainment, Inc.
(the "Association"),  a related party. The consolidation did not have a material
impact on the Company's  consolidated results of operations,  financial position
or cash flows.  Notes  receivable from the Association,  previously  reported in
prior periods,  are currently eliminated in this consolidation and replaced with
the  Association's  assets,  which are primarily  prepaid  advertising costs and
cash.


5.   Significant transactions:

     In September  2003, the Company  recorded a charge to selling,  general and
administrative  expense of $4.25 million related to the settlement  agreed to on
September 29, 2003,  subject to court approval,  in a class action wage and hour
lawsuit filed in the State of California.

     In September  2003,  the Company  committed to reacquire for  approximately
$2.8 million all of its outstanding redeemable preferred stock. Final settlement
of the obligation occurred on October 31, 2003. Accordingly,  the carrying value
of the  redeemable  preferred  stock is  included in current  liabilities  as of
September 28, 2003.

<PAGE>


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


6.   Recent accounting pronouncements:

     In May 2003, the Financial  Accounting  Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 150, "Accounting for Certain Financial
Instruments  with  Characteristics  of Both  Liabilities  and Equity."  SFAS 150
requires the Company to classify the redeemable  preferred  stock as a liability
and the related dividend preferences as interest cost effective at the beginning
of the three-month  period ended September 28, 2003. In this period,  redeemable
preferred  stock  accretion  and  dividends  of $77,000 is  included in interest
expense;  comparable  amounts in prior  periods are  reported  in  shareholders'
equity.  Also, in this period the increase of $163,000 in the carrying  value of
the redeemable  preferred stock to the redemption amount is included in interest
expense.



<PAGE>


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

Results of Operations

Third Quarter 2003 Compared to Third Quarter 2002

      A summary of the results of operations of the Company as a percentage of
revenues for the third quarters of 2003 and 2002 is shown below.

                                                      Three Months Ended
                                                 ----------------------------
                                                 Sep. 28, 2003  Sep. 29, 2002
                                                 -------------  -------------
   Revenues.....................................     100.0%        100.0%
                                                     -----         -----
   Costs and expenses:
      Cost of sales.............................      44.1          44.0
      Selling, general and administrative.......      14.8          12.2
      Depreciation and amortization.............       6.7           6.7
      Interest expense..........................        .3            .2
      Other operating expenses..................      17.9          18.7
                                                     -----         -----
                                                      83.8          81.8
                                                     -----         -----
   Income before income taxes...................      16.2          18.2
   Income tax expense ..........................       6.3           7.1
                                                     -----         -----
   Net income ..................................       9.9%         11.1%
                                                     =====         =====

     Revenues

     Revenues  increased  14.2% to $170.1  million in the third  quarter of 2003
from  $148.9  million  in the third  quarter of 2002 due to an  increase  in the
number of  Company-operated  restaurants  and an increase of 5.3% in  comparable
store sales of the Company's Chuck E. Cheese's restaurants that were open during
all of the third  quarters of 2003 and 2002.  During 2002, the Company opened 32
new  restaurants,  acquired three  restaurants  from a franchisee and closed one
restaurant.  During the first nine  months of 2003,  the  Company  opened 18 new
restaurants  and  closed  one  restaurant.   Management  believes  that  factors
impacting  the  comparable  store  sales  increase  were the impact of sales and
marketing  initiatives and an easier comparison with the prior year's comparable
store sales decline of 2.7%.  Management also believes comparable store sales in
the third quarter of 2003  benefited from  favorable  weather  conditions and an
improved retail environment. Menu prices increased 1.0% between the periods.

     Costs and Expenses

     Costs and  expenses as a percentage  of revenues  increased to 83.8% in the
third quarter of 2003 from 81.8% in the third quarter of 2002.

     Cost of sales  increased as a percentage  of revenues to 44.1% in the third
quarter  of 2003 from  44.0% in the  comparable  period  of 2002.  Cost of food,
beverage and related supplies as a percentage of revenues  increased to 12.5% in
the third quarter of 2003 from 11.9% in the third quarter of 2002  primarily due
to  higher  cheese  costs.  Cost of games and  merchandise  as a  percentage  of
revenues remained the same at 4.4% in the third quarters of 2003 and 2002. Store
labor  expenses as a percentage of revenues  decreased  slightly to 27.2% in the
third quarter of 2003 from 27.7% in the third  quarter of 2002  primarily due to
the increase in comparable store sales.

     Selling,  general and  administrative  expenses as a percentage of revenues
increased to 14.8% in the third  quarter of 2003 from 12.2% in the third quarter
of 2002 due  primarily to a $4.25  million  charge  relating to the  settlement,
subject to court approval,  of a class action wage and hour lawsuit filed in the
State of California.


<PAGE>



     Depreciation and amortization  expense as a percentage of revenues remained
the same at 6.7% in the third quarters of 2003 and 2002.

     Interest expense as a percentage of revenues increased to 0.3% in the third
quarter  of 2003 from 0.2% in the third  quarter  of 2002  primarily  due to the
Company's  commitment  in September  2003 to reacquire  for  approximately  $2.8
million all of its outstanding  redeemable  preferred  stock.  Interest  expense
increased  by  $163,000  in the  third  quarter  of  2003  as a  result  of this
commitment and by $77,000 as a result of the  reclassification of the redeemable
preferred stock accretion and dividends required by SFAS 150.

     Other operating  expenses decreased as a percentage of revenues to 17.9% in
the third quarter of 2003 from 18.7% in the third quarter of 2002  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 38.8% in the third quarter of
2003 compared to 38.9% in the third quarter of 2002.

     Net Income

     The  Company had net income of $16.8  million in the third  quarter of 2003
compared  to $16.5  million in the third  quarter of 2002 due to the  changes in
revenues and expenses  discussed above. The Company's diluted earnings per share
increased  8.5% to $.64 per  share in the  third  quarter  of 2003 from $.59 per
share in the third quarter of 2002.


First Nine Months of 2003 Compared to First Nine Months of 2002

     A summary of the results of  operations  of the Company as a percentage  of
revenues for the first nine months of 2003 and 2002 is shown below.

                                                      Nine Months Ended
                                                 ----------------------------
                                                 Sep. 28, 2003  Sep. 29, 2002
                                                 -------------  -------------
   Revenues.....................................     100.0%        100.0%
                                                     -----         -----
   Costs and expenses:
       Cost of sales............................      43.6          43.7
       Selling, general and administrative......      13.0          12.2
       Depreciation and amortization............       6.6           6.2
       Interest expense.........................        .2            .2
       Other operating expenses.................      17.6          17.0
                                                     -----         -----
                                                      81.0          79.3
                                                     -----         -----
   Income before income taxes...................      19.0          20.7
   Income tax expense ..........................       7.4           8.0
                                                     -----         -----
   Net income ..................................      11.6%         12.7%
                                                     =====         =====

     Revenues

     Revenues  increased 9.3% to $507.1 million in the first nine months of 2003
from  $464.1  million  in the  first  nine  months of 2002  primarily  due to an
increase  in the number of  Company-operated  stores and an  increase  of .1% in
comparable store sales of the Company's Chuck E. Cheese's  restaurants that were
open during all of the first nine months of both 2003 and 2002. During 2002, the
Company opened 32 new restaurants,  acquired three restaurants from a franchisee
and closed one  restaurant.  During the first nine  months of 2003,  the Company
opened 18 new restaurants and closed one restaurant.  Menu prices increased 0.7%
between the two periods.

     Costs and Expenses

     Costs and  expenses as a percentage  of revenues  increased to 81.0% in the
first nine months of 2003 from 79.3% in the first nine months of 2002.
<PAGE>

     Cost of sales  decreased as a percentage  of revenues to 43.6% in the first
nine months of 2003 from 43.7% in the first nine  months of 2002.  Cost of food,
beverage and related supplies as a percentage of revenues  decreased to 12.1% in
the first nine months of 2003 from 12.3% in the first nine months of 2002 due to
higher menu prices.  Cost of games and  merchandise  as a percentage of revenues
increased  to 4.3% in the first nine  months of 2003 from 4.2% in the first nine
months of 2002 due primarily to higher prize costs  resulting from a guest value
program  implemented  in the second  quarter of 2003.  Store labor expenses as a
percentage of revenues  remained the same at 27.2% in both the first nine months
of 2003 and the first nine months of 2002.

     Selling,  general and  administrative  expenses as a percentage of revenues
increased to 13.0% in the first nine months of 2003 from 12.2% in the first nine
months  of  2002  primarily  due  to a  $4.25  million  charge  relating  to the
settlement,  subject to court approval,  of a class action wage and hour lawsuit
filed in the State of California.

     Depreciation and amortization expense as a percentage of revenues increased
to 6.6% in the first nine  months of 2003 from 6.2% in the first nine  months of
2002 primarily due to capital invested in new stores and remodels.

     Interest  expense as a  percentage  of revenues  was 0.2% in both the first
nine months of 2003 and the first nine months of 2002.

     Other operating  expenses increased as a percentage of revenues to 17.6% in
the  first  nine  months of 2003 from  17.0% in the  first  nine  months of 2002
primarily due to higher insurance costs, losses on disposal of assets,  repairs,
property taxes and utilities.

     The Company's  effective income tax rate was 38.8% the first nine months of
2003 compared to 38.9% the first nine months of 2002.

     Net Income

     The  Company  had net income of $59.0  million in the first nine  months of
2003  compared  to $58.7  million  in the first  nine  months of 2002 due to the
changes in revenues and expenses discussed above. The Company's diluted earnings
per share  increased  5.8% to $2.18 per share in the first  nine  months of 2003
compared to $2.06 per share in the first nine months of 2002.


Financial Condition, Liquidity and Capital Resources

     Cash provided by operations  increased to $125.2  million in the first nine
months  of 2003 from  $117.7  million  in the  comparable  period of 2002.  Cash
outflows from investing  activities for the first nine months of 2003 were $61.0
million, primarily related to capital expenditures. Cash outflows from financing
activities  for the first  nine  months of 2003 were  $67.1  million,  primarily
related to the repurchase of the Company's common stock.  The Company's  primary
requirements for cash relate to planned capital expenditures,  the repurchase of
the Company's  common stock and debt service.  The Company  expects that it will
satisfy such  requirements  from cash provided by operations  and, if necessary,
funds available under its line of credit.

     In 2003, the Company plans to add 35 to 37 stores 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 store is an in-line or
freestanding  building. The average capital cost of all new restaurants expected
to open in 2003 is approximately  $1.7 million per restaurant.  At the beginning
of 2003, the Company identified development  opportunities for approximately 350
restaurants   including  those  restaurants  expected  to  open  in  2003.  This
development  plan  enables the  Company to  potentially  increase  the number of
Company-owned  restaurants  significantly from the 384 Company-owned restaurants
at the beginning of 2003.

<PAGE>



     In  addition to new store  openings,  the  Company  has  initiated  several
strategies  to increase  revenues and  earnings  over the long term that require
capital  expenditures.  These strategies  include a Phase III upgrade program, a
games rotation plan,  major remodels or  reconfigurations  and expansions of the
retail area of existing  restaurants.  In 2003, these strategies are expected to
impact approximately 95 restaurants.  In 2003, the Company plans to complete its
Phase III upgrade program with the upgrade of 52  restaurants.  The average cost
of a Phase III upgrade is approximately  $205,000 to $215,000 per store. A Phase
III upgrade generally includes a new toddler area, skill games and rides, kiddie
games and rides,  sky-tube  enhancements,  prize area enhancements and kid check
enhancements.  In 2003,  the  Company  began a game  rotation  plan  that has an
average capital cost of approximately  $50,000 per store. The primary  component
of this  initiative  is to provide  new and  transferred  games and  rides.  The
Company also 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 a high return on investment.  The major
components  of a  reconfiguration  include 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.

     During  the  first  nine  months  of  2003,   the  Company  opened  18  new
restaurants,  completed Phase III upgrades in 46 restaurants, completed the game
rotation  plan  in  34  restaurants,  completed  two  reconfigurations  and  two
expansions.  The Company currently  estimates that capital  expenditures in 2003
will  be  approximately  $90  million.   The  Company  plans  to  finance  these
expenditures  through cash flow from  operations  and, if necessary,  borrowings
under the Company's line of credit.

     In July 2002,  the  Company  announced a plan to  repurchase  shares of the
Company's  common stock on the open market at an aggregate  purchase price of up
to $25 million.  In June 2003,  the Company  completed that plan and announced a
new plan to repurchase  shares of the Company's  common stock on the open market
at an aggregate  purchase price of up to $25 million.  In July 2003, the Company
completed the plan announced in June 2003 and announced a new plan to repurchase
shares of the Company's common stock on the open market at an aggregate purchase
price of up to $50  million.  During the first nine months of 2003,  the Company
repurchased approximately 2.1 million shares of its common stock at an aggregate
purchase  price  of  approximately  $71.6  million.  Beginning  in 1993  through
September 28, 2003, the Company has repurchased approximately 9.9 million shares
of the Company's  common stock at an aggregate  purchase price of  approximately
$196 million.

     In 2002,  the  Company  entered  into a new line of credit  agreement  that
provides  borrowings  of up to $100  million  and  matures  in  2005.  In  2003,
available  borrowings  under the line of credit  agreement  increased  to $132.5
million.  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 September  28, 2003,  there was
$66.7 million in borrowings  under this line of credit.  The Company is required
to comply  with  certain  financial  ratio  tests  during  the terms of the loan
agreement.

     In September  2003,  the Company  committed to reacquire for  approximately
$2.8 million all of its outstanding redeemable preferred stock. Final settlement
of the obligation occurred on October 31, 2003.


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 is
subject to various risks,  uncertainties and assumptions.  Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect,  actual  results  may differ  from those  anticipated,  estimated  or
expected.  Among the key factors that may have a direct bearing on the Company's
operating  results,  performance  or  financial  condition  are its  ability  to
implement  its  growth  strategies,   national,   regional  and  local  economic
conditions affecting the restaurant/entertainment  industry,  competition within
each   of   the   restaurant   and   entertainment   industries,   store   sales
cannibalization,  success  of  its  franchise  operations,  negative  publicity,
fluctuations  in  quarterly  results  of  operations,   including   seasonality,
government  regulations,  weather,  school  holidays,  as  well  as,  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

     Evaluation of Disclosure Controls and Procedures

     As of the end of the  period  covered by this  report,  an  evaluation  was
performed  under the  supervision  and with the  participation  of the Company's
management, including the Chief Executive Officer and Acting Principal 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 Acting Principal 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
or in other factors that could significantly affect these controls subsequent to
the time of such evaluation.



<PAGE>


                           PART II - OTHER INFORMATION


Item 1. Legal Proceedings.

     On June 2, 2000,  a purported  class  action  lawsuit  against the Company,
entitled  Freddy  Gavarrete,  et al. v. CEC  Entertainment,  Inc.,  dba Chuck E.
Cheese's, et. al., Cause No. 00-08132 FMC (RZx) ("Gavarrete"),  was filed in the
Superior  Court of the State of  California  in the County of Los  Angeles  (the
"State  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 is subject to approval by the State Court, whereby the Company
will pay $4,200,000,  plus up to $50,000 for administrative  fees, to settle all
claims of the Plaintiff.



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   Acting  Principal  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  Acting  Principal   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 third quarter,  we filed or furnished the following reports
          on Form 8-K:

          A current  report on Form 8-K,  dated  October 15, 2003,  containing a
          press release on October 15, 2003.

          A current report on Form 8-K, dated October 15, 2003, announcing third
          quarter financial results.

          A current report on Form 8-K, dated July 15, 2003,  announcing  second
          quarter financial results.

          A current  report on Form  8-K,  dated  July 15,  2003,  containing  a
          transcript of a conference call conducted by CEC  Entertainment,  Inc.
          on July 15, 2003.

          A current  report on Form 8-K, dated July 15, 2003,  announcing  first
          quarter financial results.

          A current  report on Form  8-K,  dated  July 15,  2003,  containing  a
          transcript of a conference call conducted by CEC  Entertainment,  Inc.
          on April 15, 2003.


<PAGE>





                                   SIGNATURES




     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                                         CEC ENTERTAINMENT, INC.



Dated: November 12, 2003                 By:  s/ Michael Magusiak
                                              --------------------------------
                                              Michael Magusiak
                                              President
                                              Acting Principal Financial Officer