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 October 2, 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 November 7, 2005, an aggregate of 34,120,913  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............................................... 11

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

   Item 4. Controls and Procedures........................................... 17

Part II - Other Information:

   Item 1. Legal Proceedings................................................. 18

   Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases
     of Equity Securities.................................................... 18

   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
                                                                                      Oct. 2,        January 2,
                                                                                        2005            2005
                                                                                    -----------     -----------
                                                                                    (unaudited)
<S>                                                                                  <C>             <C>
Current assets:
   Cash and cash equivalents....................................................     $  10,781       $  11,798
   Accounts receivable..........................................................        15,859          13,482
   Inventories..................................................................        14,088          12,171
   Prepaid expenses.............................................................         9,078           7,444
   Deferred tax asset...........................................................         1,763           1,763
                                                                                     ---------       ---------
      Total current assets......................................................        51,569          46,658
                                                                                     ---------       ---------

Property and equipment, net.....................................................       575,741         563,081
                                                                                     ---------       ---------

Other assets....................................................................         2,043           2,278
                                                                                     ---------       ---------
                                                                                     $ 629,353       $ 612,017
                                                                                     =========       =========

                                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Current portion of long-term debt............................................     $     590       $  78,279
   Accounts payable.............................................................        26,469          24,294
   Accrued liabilities..........................................................        37,150          36,329
                                                                                     ---------       ---------
      Total current liabilities.................................................        64,209         138,902
                                                                                     ---------       ---------

Long-term debt, less current portion............................................       115,468          11,673
                                                                                     ---------       ---------

Deferred rent...................................................................        59,113          53,427
                                                                                     ---------       ---------

Deferred tax liability..........................................................        29,693          36,429
                                                                                     ---------       ---------

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

Commitments and contingencies (Note 6)

Shareholders' equity:
   Common stock, $.10 par value; authorized 100,000,000 shares; 56,000,490
      and 55,556,857 shares issued, respectively ...............................         5,600           5,556
   Capital in excess of par value...............................................       260,311         245,991
   Retained earnings ...........................................................       496,237         433,267
   Accumulated other comprehensive income ......................................         1,650           1,476
   Less treasury shares of 21,676,588 and 19,210,568, respectively, at cost.....      (413,678)       (325,560)
                                                                                     ---------       ---------
                                                                                       350,120         360,730
                                                                                     ---------       ---------
                                                                                     $ 629,353       $ 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
                                                                  --------------------------------
                                                                  Oct. 2, 2005      Sept. 26, 2004
                                                                  ------------      --------------

<S>                                                                 <C>                <C>
Food and beverage revenues...................................       $ 114,284          $ 120,416
Games and merchandise revenues...............................          64,527             62,394
Franchise fees and royalties.................................             769                807
Interest income .............................................               9                  5
                                                                    ---------          ---------
       Total revenues........................................         179,589            183,622
                                                                    ---------          ---------

Costs and expenses:
   Cost of sales:
     Food, beverage and related supplies.....................          21,316             22,152
     Games and merchandise...................................           7,875              7,922
     Labor...................................................          49,888             49,928
                                                                      -------          ---------
       Total cost of sales...................................          79,079             80,002
   Selling, general and administrative expenses..............          21,378             21,410
   Depreciation and amortization.............................          15,377             14,220
   Interest expense..........................................           1,072                599
   Other operating expenses..................................          36,298             33,169
                                                                    ---------          ---------
       Total costs and expenses..............................         153,204            149,400
                                                                    ---------          ---------

Income before income taxes...................................          26,385             34,222

Income taxes.................................................          10,105             13,108
                                                                    ---------          ---------

Net income ..................................................          16,280             21,114

Other comprehensive gain, net of tax:
   Foreign currency translation..............................             317                425
                                                                    ---------          ---------

Comprehensive income.........................................       $  16,597          $  21,539
                                                                    =========          =========

Earnings per share:
   Basic:
     Net income .............................................       $     .47          $     .57
                                                                    =========          =========
     Weighted average shares outstanding.....................          34,954             36,834
                                                                    =========          =========
   Diluted:
     Net income  ............................................       $     .45          $     .56
                                                                    =========          =========
     Weighted average shares outstanding.....................          36,004             37,970
                                                                    =========          =========







                     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)

                                                                          Nine Months Ended
                                                                  --------------------------------
                                                                  Oct. 2, 2005      Sept. 26, 2004
                                                                  ------------      --------------

<S>                                                                 <C>                <C>
Food and beverage revenues...................................       $ 362,783          $ 365,494
Games and merchandise revenues...............................         197,022            187,961
Franchise fees and royalties.................................           2,249              2,520
Interest income .............................................              22                 19
                                                                    ---------          ---------
       Total revenues........................................         562,076            555,994
                                                                    ---------          ---------

Costs and expenses:
   Cost of sales:
     Food, beverage and related supplies.....................          66,721             67,937
     Games and merchandise...................................          22,906             23,782
     Labor...................................................         152,335            150,855
                                                                    ---------          ---------
       Total cost of sales...................................         241,962            242,574
   Selling, general and administrative expenses..............          68,211             65,289
   Depreciation and amortization.............................          45,554             41,478
   Interest expense..........................................           2,779              1,567
   Other operating expenses..................................         101,512             96,556
                                                                    ---------          ---------
       Total costs and expenses..............................         460,018            447,464
                                                                    ---------          ---------

Income before income taxes...................................         102,058            108,530

Income taxes.................................................          39,088             41,567
                                                                    ---------          ---------

Net income ..................................................          62,970             66,963

Other comprehensive gain, net of tax:
   Foreign currency translation..............................             174                287
                                                                    ---------          ---------

Comprehensive income.........................................       $  63,144          $  67,250
                                                                    =========          =========

Earnings per share:
   Basic:
     Net income .............................................       $    1.78          $    1.78
                                                                    =========          =========
     Weighted average shares outstanding.....................          35,475             37,551
                                                                    =========          =========
   Diluted:
     Net income  ............................................       $    1.72          $    1.73
                                                                    =========          =========
     Weighted average shares outstanding.....................          36,658             38,726
                                                                    =========          =========







                     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>               <C>
Common stock and capital in excess of par value:
   Balance, January 2, 2005.......................................       $ 251,546         55,557
   Stock options exercised........................................           9,500            432
   Tax benefit from exercise of stock options ....................           4,408
   Stock issued under 401(k) plan.................................             457             11
                                                                         ---------        -------
   Balance, October 2, 2005.......................................         265,911         56,000
                                                                         ---------        =======

Retained earnings:
   Balance, January 2, 2005.......................................         433,267
   Net income.....................................................          62,970
                                                                         ---------
   Balance, October 2, 2005.......................................         496,237
                                                                         ---------

Accumulated other comprehensive income:
   Balance, January 2, 2005.......................................           1,476
   Foreign currency translation...................................             174
                                                                         ---------
   Balance, October 2, 2005.......................................           1,650
                                                                         ---------

Treasury shares:
   Balance, January 2, 2005.......................................        (325,560)        19,211
   Treasury stock acquired........................................         (88,118)         2,466
                                                                         ---------        -------
   Balance, October 2, 2005.......................................        (413,678)        21,677
                                                                         ---------        =======

Total shareholders' equity........................................       $ 350,120
                                                                         =========





















                     See notes to condensed consolidated financial statements.

</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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


                                                                                           Nine Months Ended
                                                                                   --------------------------------
                                                                                   Oct. 2, 2005      Sept. 26, 2004
                                                                                   ------------      --------------
<S>                                                                                  <C>                <C>
Operating activities:
   Net income ...............................................................        $  62,970          $  66,963
   Adjustments to reconcile net income to cash
     provided by operations:
     Depreciation and amortization...........................................           45,554             41,478
     Deferred income tax expense (benefit)...................................           (6,736)             9,032
     Tax benefit from exercise of stock options..............................            4,408              2,290
     Change in deferred rent.................................................            5,686              7,976
     Provision for asset write-offs..........................................            1,684                948
     Changes in current assets and liabilities:
       Accounts receivable...................................................           (2,377)             2,705
       Inventories   ........................................................           (1,917)               880
       Prepaid expense.......................................................           (1,634)              (155)
       Accounts payable......................................................            2,191             (7,270)
       Accrued expenses......................................................              821             12,726
                                                                                     ---------          ---------
         Cash provided by operating activities...............................          110,650            137,573
                                                                                     ---------          ---------

Investing activities:
   Purchases of property and equipment.......................................          (58,282)           (58,303)
   Cash received from the disposal of property, plant, and equipment.........                                 791
   (Increase) decrease in other assets.......................................               45                (21)
                                                                                     ---------          ---------
         Cash used in investing activities...................................          (58,237)           (57,533)
                                                                                     ---------          ---------

Financing activities:
   Proceeds on line of credit ...............................................           77,810             46,000
   Payments on debt and line of credit.......................................          (52,690)           (28,861)
   Proceeds from exercise of stock options ..................................            9,500             11,920
   Repurchase of common stock ...............................................          (88,118)          (103,919)
   Other ....................................................................               68                 64
                                                                                     ---------          ---------
         Cash used in financing activities...................................          (53,430)           (74,796)
                                                                                     ---------          ---------

Increase (decrease) in cash and cash equivalents ............................           (1,017)             5,244
Cash and cash equivalents, beginning of period...............................           11,798              8,067
                                                                                     ---------          ---------
Cash and cash equivalents, end of period.....................................        $  10,781          $  13,311
                                                                                     =========          =========


Supplemental cash flow information:

Cash paid during the period for:
   Interest..................................................................        $   2,453          $   1,501
   Income taxes..............................................................           48,863             28,936

Non-cash investing and financing activities:
   Investment in capital leases..............................................        $     973          $     786
   Change in construction accounts payable...................................              441                242
   Stock issued under 401(k) plan............................................              457                397


                              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  consolidated
financial  statements  for the periods  ended  October 2, 2005 and September 26,
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 October 2, 2005 and September 26,
2004 are not necessarily indicative of the results for the full year.

2.   Basis of presentation:

     Cost of sales includes the cost of food, beverage, related supplies, prizes
and  merchandise  sold during the period and restaurant  labor  expenses.  These
amounts exclude any allocation of other  operating costs including  depreciation
and amortization expense.

     Certain   reclassifications   have  been  made  to   conform  to  the  2005
presentation.

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           Nine Months Ended
                                                             ----------------------      ----------------------
                                                              Oct. 2,      Sept. 26,      Oct. 2,      Sept. 26,
                                                               2005          2004          2005          2004
                                                             --------      --------      --------      --------
<S>                                                          <C>           <C>           <C>           <C>
Net income, as reported ...............................      $ 16,280      $ 21,114      $ 62,970      $ 66,963
Fair value based compensation expense, net of taxes....        (1,357)       (1,444)       (3,620)       (4,330)
                                                             --------      --------      --------      --------
Pro-forma net income applicable to common shares.......      $ 14,923      $ 19,670      $ 59,350      $ 62,633
                                                             ========      ========      ========      ========

Earnings per Share:
Basic:
   As reported.........................................      $    .47      $    .57      $   1.78      $   1.78
   Pro-forma...........................................      $    .43      $    .53      $   1.67      $   1.67

Diluted:
   As reported.........................................      $    .45      $    .56      $   1.72      $   1.73
   Pro-forma...........................................      $    .41      $    .52      $   1.62      $   1.62

</TABLE>




<PAGE>


                             CEC ENTERTAINMENT, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)



4.   Earnings per common share:

     Basic earnings per common share ("EPS") are 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           Nine Months Ended
                                                             ----------------------      ----------------------
                                                              Oct. 2,      Sept. 26,      Oct. 2,      Sept. 26,
                                                               2005          2004          2005          2004
                                                             --------      --------      --------      --------
<S>                                                          <C>           <C>           <C>           <C>
Net income ............................................      $ 16,280      $ 21,114      $ 62,970      $ 66,963
                                                             ========      ========      ========      ========

Basic:
   Weighted average common shares outstanding..........        34,954        36,834        35,475        37,551
                                                             ========      ========      ========      ========
   Earnings per common share...........................      $    .47      $    .57      $   1.78      $   1.78
                                                             ========      ========      ========      ========

Diluted:
   Weighted average common shares outstanding..........        34,954        36,834        35,475        37,551
   Potential common shares for stock options...........         1,050         1,136         1,183         1,175
                                                             --------      --------      --------      --------
   Weighted average shares outstanding.................        36,004        37,970        36,658        38,726
                                                             ========      ========      ========      ========
   Earnings per common and potential
      common share.....................................      $    .45      $    .56      $   1.72      $   1.73
                                                             ========      ========      ========      ========

</TABLE>

5.   Long-term debt:

     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 and 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 October 2, 2005, the Company had borrowings  outstanding under
the line of credit agreement of $103.3 million and outstanding letters of credit
of $12.1 million.  At October 2, 2005, the Company was in compliance with all of
its debt covenants.


6.   Commitments and contingencies:

     From  time to  time,  the  Company  is  involved  in  litigation,  which is
incidental to its business. In the Company's opinion, no litigation to 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.






<PAGE>


                             CEC ENTERTAINMENT, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)

7.   New accounting standards:


     In October 2005, the Financial  Accounting  Standards Board ("FASB") issued
FASB  Staff  Position  No. FAS  13-1("FSP  13-1"),"Accounting  for Rental  Costs
Incurred during a Construction  Period." The guidance  requires rental costs for
operating  leases  during the  construction  period to be  recognized  as rental
expense.  The guidance permits either  retroactive or prospective  treatment for
periods beginning after December 15, 2005. The Company  currently  complies with
this guidance and,  therefore,  the  application  of FSP 13-1 is not expected to
have a material effect on the Company's consolidated financial statements.

     In June 2005, the FASB ratified EITF 05-06,  "Determining  the Amortization
Period for Leasehold Improvements Purchased after Lease Inception or Acquired in
a Business  Combination."  The guidance  requires  that  leasehold  improvements
acquired in a business combination or purchased subsequent to the inception of a
lease be  amortized  over the lesser of the useful  life of the assets or a term
that includes  renewals that are reasonably  assured at the date of the business
combination or purchase.  The guidance is effective for periods  beginning after
June 29, 2005. The adoption of EITF 05-06 did not have a material  impact on the
Company's consolidated financial statements.

     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 financial statements.

     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.  SFAS No. 123(R) also changes the accounting
for the tax effects of options, including the presentation of the tax effects on
the  consolidated  statements  of cash  flows.  The Company  does not  currently
anticipate  that the impact on net income on a full year  basis of  adoption  of
SFAS 123(R) will be significantly different from the historical pro-forma impact
as disclosed in accordance with SFAS 123.




<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               Nine Months Ended
                                                ----------------------------    ----------------------------
                                                Oct. 2, 2005  Sept. 26, 2004    Oct. 2, 2005  Sept. 26, 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....         11.9          12.1              11.9          12.2
     Games and merchandise..................          4.4           4.3               4.1           4.3
     Labor..................................         27.8          27.2              27.1          27.1
                                                    -----         -----             -----         -----
       Total cost of sales..................         44.1          43.6              43.1          43.6
   Selling, general and administrative......         11.9          11.7              12.1          11.7
   Depreciation and amortization............          8.6           7.7               8.1           7.5
   Interest expense.........................           .6            .3                .5            .3
   Other operating expenses.................         20.2          18.1              18.0          17.4
                                                    -----         -----             -----         -----
       Total costs and expenses.............         85.4          81.4              81.8          80.5
                                                    -----         -----             -----         -----
Income before income taxes..................         14.6          18.6              18.2          19.5
Income tax expense .........................          5.6           7.1               7.0           7.5
                                                    -----         -----             -----         -----
Net income .................................          9.0%         11.5%             11.2%         12.0%
                                                    =====         =====             =====         =====

Number of Company-operated stores:
   Beginning of period......................          455           430               449           418
   New......................................            7             8                12            20
   Company purchased franchise stores.......                          2                 1             2
   Closed...................................
                                                    -----         -----             -----         -----
   End of period............................          462           440               462           440
                                                    =====         =====             =====         =====

Number of franchise stores:
   Beginning of period......................           45            49                46            48
   New......................................                                            1             1
   Company purchased franchise stores.......                         (2)               (1)           (2)
   Closed...................................                                           (1)
                                                    -----         -----             -----         -----
   End of period............................           45            47                45            47
                                                    =====         =====             =====         =====

</TABLE>



Third Quarter 2005 Compared to Third Quarter 2004

     Revenues

     Revenues decreased 2.2% to $179.6 million in the third quarter of 2005 from
$183.6 million in the third quarter of 2004 due to a decline in comparable store
sales.  Comparable  store sales decreased 5.1% between the periods.  The Company
believes  comparable  store sales in the third  quarter of 2005 were  negatively
impacted by ineffective  sales promotions and the effect of high gasoline prices
on consumer  spending  decisions.  Comparable  store sales were also  negatively
impacted by 305 lost operating days associated with Hurricanes Katrina and Rita.
Lost  sales  from the  hurricanes  are  estimated  to have  negatively  impacted
comparable store sales in the third quarter of 2005 by  approximately  1.0%. The
weighted  average  number  of  Company-operated   restaurants  increased  by  21
restaurants  between  the third  quarter of 2004 and the third  quarter of 2005.
Menu prices increased  approximately  0.9% between the third quarter of 2005 and
the third quarter of 2004.

<PAGE>


     Costs and Expenses

     Costs and  expenses as a percentage  of revenues  increased to 85.4% in the
third quarter of 2005 from 81.4% in the third quarter of 2004.

     Cost of sales as a percentage  of revenues  increased to 44.1% in the third
quarter  of 2005 from  43.6% in the  comparable  period  of 2004.  Cost of food,
beverage, and related supplies as a percentage of revenues decreased to 11.9% in
the third quarter of 2005 from 12.1% in the third quarter of 2004, due primarily
to menu price  increases  initiated  in January 2005 and a reduction in beverage
costs as a percentage of revenues related to a beverage credit received from our
supplier.  Games and merchandise costs as a percentage of revenues  increased to
4.4% in the third  quarter  of 2005 from 4.3% in the third  quarter  of 2004 due
primarily to margin pressure  associated with negative  comparable  store sales.
Labor  expense  as a  percentage  of  revenues  increased  to 27.8% in the third
quarter of 2005 from 27.2% in the third  quarter  of 2004  primarily  due to the
decline in  comparable  store  sales  during the quarter  partially  offset by a
reduction in bonus expense.

     Selling,  general and  administrative  expenses as a percentage of revenues
increased to 11.9% in the third  quarter of 2005 from 11.7% in the third quarter
of 2004.  The increase was due primarily to fixed and  semi-fixed  expenses on a
lower  revenue  base,  including  a 0.7%  increase in  advertising  expense as a
percentage  of revenue.  Support  center  bonus  expense as a percent of revenue
decreased 0.9% from the prior year partially offsetting the foregoing increases.

     Depreciation  and  amortization   expenses  as  a  percentage  of  revenues
increased to 8.6% in the third quarter of 2005 from 7.7% in the third 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 0.6% in the third
quarter  of 2005 from  0.3% in the third  quarter  of 2004  primarily  due to an
increase in outstanding debt and interest rates.

     Other operating  expenses increased as a percentage of revenues to 20.2% in
the third  quarter of 2005 from 18.1% in the third  quarter of 2004.  During the
quarter,  the Company  recorded a $436,000 charge for estimated  property damage
net of expected insurance  recoveries related to Hurricanes Katrina and Rita. In
addition,  asset write-offs as a percentage of revenues increased from the prior
year  including  an  asset  impairment  charge  related  to  an  underperforming
restaurant.  The  remaining  increase  is  related to margin  pressure  from the
decline in comparable store sales.

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

     Net Income

     The Company's net income decreased to $16.3 million in the third quarter of
2005 from $21.1  million in the third  quarter of 2004.  The  Company's  diluted
earnings per share was $.45 per share in the third  quarter of 2005  compared to
$.56 per share in the third  quarter  of 2004.  The number of  weighted  average
diluted shares outstanding  decreased 5.2% in the third quarter of 2005 compared
to the third quarter of 2004 due primarily to the repurchase of common stock.


First Nine Months of 2005 Compared to First Nine Months of 2004

     Revenues

     Revenues  increased 1.1% to $562.1 million in the first nine months of 2005
from  $556.0  million in the first nine months of 2004 due to an increase in the
number of  Company-operated  restaurants.  Comparable store sales decreased 3.0%
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 39 weeks in 2005 to the same 39
weeks in 2004  comparable  store  sales  declined  1.9%.  The  Company  believes
comparable store sales were negatively  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  26
restaurants  between  the first nine months of 2004 and the first nine months of
2005. Menu prices increased  approximately 2.7% between the first nine months of
2005 and the first nine months of 2004.

<PAGE>


     Costs and Expenses

     Costs and  expenses as a percentage  of revenues  increased to 81.8% in the
first nine months of 2005 from 80.5% in the first nine months of 2004.

     Cost of sales  decreased as a percentage  of revenues to 43.1% in the first
nine months of 2005 from 43.6% 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 nine months of 2005 from 12.2% in the first nine  months of 2004,  due
to a 9.0%  reduction in average  cheese prices paid during the first nine months
of 2005  compared to the first nine months of 2004,  a beverage  credit from our
supplier  and a  menu  price  increase.  Cost  of  games  and  merchandise  as a
percentage  of revenues  decreased to 4.1% in the first nine months of 2005 from
4.3% in the first nine months of 2004 due primarily to the menu price  increase.
Labor  expense as a percentage of revenues was 27.1% in the first nine months of
both 2005 and 2004 primarily due to improved  operational  efficiency  offset by
the decline in comparable store sales.

     Selling,  general and  administrative  expenses as a percentage of revenues
increased to 12.1% in the first nine months of 2005 from 11.7% in the first nine
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 and
the decline in comparable store sales.

     Depreciation  and  amortization   expenses  as  a  percentage  of  revenues
increased  to 8.1% in the first nine  months of 2005 from 7.5% in the first nine
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 0.5% in the first
nine months of 2005 from 0.3% in the first nine months of 2004  primarily due to
an increase in interest rates and outstanding debt.

     Other  operating  expenses  increased  to 18.0% in the first nine months of
2005  compared  to 17.4% in the first nine months of 2004  primarily  due to the
decrease in comparable  store sales that 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 nine months
of both 2005 and 2004.

     Net Income

     The  Company  had net income of $63.0  million in the first nine  months of
2005  compared  to $67.0  million  in the first  nine  months of 2004 due to the
changes in revenues and expenses discussed above. The Company's diluted earnings
per share  decreased  0.6% to $1.72 per share in the first  nine  months of 2005
from $1.73 per share in the first nine  months of 2004 due to the 6.0%  decrease
in net income  discussed  above and a 5.3%  decrease  in the number of  weighted
average diluted shares outstanding.

Financial Condition, Liquidity and Capital Resources

     Cash provided by operating  activities was $110.7 million in the first nine
months of 2005 compared to $137.6  million in the first nine months of 2004. Net
cash outflows from  investing  activities for the first nine months of 2005 were
$58.2 million, primarily related to capital expenditures. Net cash outflows from
financing  activities  for the first  nine  months of 2005 were  $53.4  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 $10.4 million
at October 2, 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.

<PAGE>


     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 30  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 90 to 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 average cost of a major remodel is
approximately $350,000 to $400,000 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.  An expansion of the square footage of an existing restaurant 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 $28 million and impact approximately 140 restaurants  including 60
major remodels and expansions.

     During the nine  months of 2005,  the  Company  opened 12 new  restaurants,
acquired one restaurant from a franchisee,  completed 50 game rotation upgrades,
37 major  remodels  and expanded the square  footage of three  restaurants.  The
Company  currently  estimates that capital  expenditures  in 2005 will be $95 to
$100  million,  including  the $28 million the Company is expecting to invest to
remodel existing stores.  The Company plans to finance its capital  expenditures
through cash flows from operating activities and, if necessary, borrowings under
the Company's line of credit.

     Four  restaurants  are currently  closed related to Hurricanes  Katrina and
Rita.  Three of the  restaurants  are  expected to open in  November  and one is
expected to remain closed for all of the fourth quarter.  Lost sales from closed
restaurants are expected to impact  comparable store sales in the fourth quarter
by approximately 1.0%. During the third quarter, the Company recorded a $436,000
charge for  estimated  property  damage  net of  expected  insurance  recoveries
related  to  Hurricanes   Katrina  and  Rita.  The  Company  maintains  business
interruption   insurance   coverage  and  is  currently   evaluating   potential
recoveries.

     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  20.8 million  shares of the Company's  common stock,
retroactively  adjusted for all stock splits, at an aggregate  purchase price of
approximately  $408.9 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.  During the first nine months of 2005,  the
Company  repurchased   2,466,020  shares  at  an  aggregate  purchase  price  of
approximately $88.1 million.


<PAGE>


     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 and 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 October 2, 2005, the Company had borrowings  outstanding under
the line of credit agreement of $103.3 million and outstanding letters of credit
of $12.1 million.  At October 2, 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.  The Company
currently  accrues  insurance  expense within the  determined  range of expected
ultimate liability. Should a greater amount of claims occur compared to what was
estimated, or costs increase beyond what was expected, additional expense may be
recorded.  Actual  experience could also be more favorable than these estimates,
resulting in expense reductions.

     Impairment of Long-Lived Assets

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

     Lease Accounting

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


New Accounting Standards

     In October 2005, the Financial  Accounting  Standards Board ("FASB") issued
FASB Staff  Position  No. FAS  13-1("FSP  13-1"),  "Accounting  for Rental Costs
Incurred during a Construction  Period." The guidance  requires rental costs for
operating  leases  during the  construction  period to be  recognized  as rental
expense.  The guidance permits either  retroactive or prospective  treatment for
periods beginning after December 15, 2005. The Company  currently  complies with
this guidance and,  therefore,  the  application  of FSP 13-1 is not expected to
have a material effect on the Company's consolidated financial statements.

<PAGE>


     In June 2005, the FASB ratified EITF 05-06,  "Determining  the Amortization
Period for Leasehold Improvements Purchased after Lease Inception or Acquired in
a Business  Combination."  The guidance  requires  that  leasehold  improvements
acquired in a business combination or purchased subsequent to the inception of a
lease be  amortized  over the lesser of the useful  life of the assets or a term
that includes  renewals that are reasonably  assured at the date of the business
combination or purchase.  The guidance is effective for periods  beginning after
June 29, 2005. The adoption of EITF 05-06 did not have a material  impact on the
Company's consolidated financial statements.

     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 financial statements.

     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.  SFAS No. 123(R) also changes the accounting
for the tax effects of options, including the presentation of the tax effects on
the  consolidated  statements  of cash  flows.  The Company  does not  currently
anticipate  that the impact on net income on a full year  basis of  adoption  of
SFAS 123(R) will be significantly different from the historical pro-forma impact
as disclosed in accordance with SFAS 123.


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.


Item 3: Quantitative and Qualitative Disclosures about Market Risk

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


<PAGE>


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 October 2, 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,  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 third quarter of 2005 pursuant to a repurchase
program  authorized by the Company's Board of Directors in July 2005 to purchase
up to $400 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>
July 4 - July 31, 2005                                                                        $ 400,000,000
Aug. 1 - Aug. 28, 2005                                                                        $ 400,000,000
Aug. 29 - Oct. 2, 2005           755,320              $ 31.95              755,320            $ 375,868,591
                                --------
Total                            755,320              $ 31.95
                                ========

</TABLE>


Item 6: Exhibits and Reports on Form 8-K

     a) Exhibits

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

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

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

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


     b) Reports on Form 8-K

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

          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.

          A current report on Form 8-K, dated September 13, 2005,  reporting the
          impact of Hurricane  Katrina and updating earnings guidance for fiscal
          2005.

          A current report on Form 8-K, dated October 25, 2005, announcing third
          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: November 14, 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)