AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                             CEC ENTERTAINMENT, INC.


    The undersigned, CEC Entertainment, Inc., a Kansas corporation
originally incorporated on April 30, 1980 as ShowBiz Pizza Place,
Inc., for the purpose of amending and restating its Articles of
Incorporation in accordance with the Kansas General Corporation
Code, does hereby make and execute these Amended and Restated
Articles of Incorporation of CEC Entertainment, Inc., and does
hereby certify (i) that at a meeting of the Board of Directors of
said corporation on April 20, 1999, resolutions were duly adopted
setting forth proposed amendments to the Restated Articles of
Incorporation of said corporation, declaring their advisability,
and further declaring that said amendments be submitted for
approval at the annual meeting of stockholders to be held in 1999,
with the recommendation by the Board of Directors that the
stockholders approve said amendments, and (ii) the annual meeting
of the stockholders of said corporation was duly called and held on
June 24, 1999, upon notice in accordance with Section 17-6512 of
the Kansas General Corporation Code, at which meeting the necessary
number of shares as required by statute were voted in favor of said
amendments, and (iii) that said amendments were duly adopted in
accordance with the provisions of Sections 17-6602 and 17-6605 of
the Kansas General Corporation Code.

    FIRST. The name of the corporation is:

                      CEC Entertainment, Inc.

    SECOND.  The address of its registered office in the State of
Kansas is 534 South Kansas Avenue, Suite 1108, Topeka, Shawnee
County, Kansas 66603. The name of its registered agent at such
address is Corporation Service Company.

    THIRD. The nature of the business or objects or purposes to be
conducted, transacted, promoted or carried on by the corporation is
to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Code of the State of
Kansas.

    In addition to the powers and privileges conferred upon the
corporation by law and those incidental thereto, the corporation
shall possess and may exercise all the powers and privileges which
are necessary or convenient to the conduct, promotion or attainment
of the business, objects or purposes of the corporation.

    FOURTH.  The total number of shares of stock that the
corporation shall have authority to issue is One Hundred Million
Five Hundred Forty-Nine Thousand Five Hundred Seventy (100,549,570)
shares, which shall be divided into three (3) classes as follows:
(i) Forty-Nine Thousand Five Hundred Seventy (49,570) shares of
Class A Preferred Stock, of the par value of Sixty Dollars ($60.00)
each (hereinafter "Preferred A Shares"); (ii) Five Hundred Thousand
(500,000) shares of Class B Preferred Stock, of the par value of
One Hundred Dollars ($100.00) each (hereinafter "Preferred B
Shares"); and One Hundred Million (100,000,000) shares of Common
Stock, of the par value of Ten Cents ($0.10) each (hereinafter
"Common Shares").  The designations, powers, preferences, and
rights of each class, and the qualifications, limitations, or
restrictions thereof, shall be as set forth in this ARTICLE FOURTH.

    Section 4.1.    Dividends.

     4.1.1.  Dividend Rate on Preferred A Shares.  The holders of
Preferred A Shares shall be entitled to receive, when, as, and if
declared by the Board of Directors of the corporation to the extent
and out of funds legally available for the payment of dividends,
cash dividends at the rate of (a) Ninety Cents ($0.90) per share
per quarter for each of the eight full fiscal quarters of the
corporation following the Preferred Dividend Commencement Date (as
defined in subsection 4.1.2 hereof), and (b) One Dollar and Twenty
Cents ($1.20) per share per quarter for each full fiscal quarter
thereafter.

     4.1.2.  Preferred Dividend Commencement Date.  The Preferred
Dividend Commencement Date shall be the first day of the fifth full
fiscal quarter of the corporation beginning after the first
issuance of Preferred A Shares (which date for reference purposes
is May 21, 1985).

     4.1.3.  Accrual and Cumulation of Preferred Dividends.
Dividends on the Preferred A Shares shall (a) accrue at the rates
set forth in subsection 4.1.1 hereof, whether or not earned or
declared; (b) be payable before any dividends (other than a
dividend payable solely in Common Shares or Preferred B Shares) on
Common Shares or Preferred B Shares are paid, declared, or set
aside for, payment; and (c) be cumulative, so that if dividends
accrued under this Section on the outstanding Preferred A Shares
have not been paid or set aside for payment, for any fiscal quarter
or quarters, the amount of the deficiency shall first be declared
and fully paid or set aside for payment, but without interest,
before any distribution, by dividend or otherwise (other than a
distribution solely in Common Shares or Preferred B Shares) is
declared, paid, or set aside for payment on the Common Shares or
Preferred B Shares.  Unless otherwise declared by the Board of
Directors, no dividends shall accrue or cumulate on the Preferred
A Shares before the Preferred Dividend Commencement Date.

     4.1.4.  Restriction on Dividends on Other Stock.  The
corporation shall not declare, pay, or set aside for payment any
dividend or other distribution with respect to the Common Shares or
Preferred B Shares (other than a distribution solely in Common
Shares or Preferred B Shares)
(a) until after the first dividend required to be paid on the
Preferred A Shares pursuant to subsection 4.1.1 hereof has been
declared and paid or set aside for payment; and (b) unless an
amount equal to all dividends on the Preferred A Shares required to
be paid under this Section, including an unpaid cumulated
dividends, has been declared and paid or set aside for payment.

     4.1.5.  Definition of "Set Aside for Payment".  For the
purpose of this ARTICLE FOURTH, a dividend or other distribution to
the holders of the Preferred A Shares shall be deemed to have been
"set aside for payment" if and only if funds sufficient for the
payment in full of such dividend or distribution have been
deposited with a bank or trust company in the States of Texas, New
York, or California, as a trust fund, with irrevocable instructions
and authority to the bank or trust company to pay said amounts to
the holders of the Preferred A Shares on the date for payment
thereof and to pay to the corporation all interest and other income
earned with respect to such amounts so deposited.

     4.1.6.  Record Date: Payment Date.  With respect to each
fiscal quarter of the corporation for which the holders of the
Preferred A Shares are entitled to receive a dividend and for which
the Board of Directors of the corporation has declared a dividend
on the Preferred A Shares ('Dividend Quarter"), such dividend shall
be payable to the holders of record of Preferred A Shares on the
last day of the Dividend Quarter and shall be paid no later than 90
days after the last day of the Dividend Quarter (the "Preferred
Dividend Payment Date").

     4.1.7.  Dividends on Common Shares.  Subject to all the
provisions hereof and of any resolution or resolutions (the
"Preferred B Resolutions") of the Board of Directors of this
corporation providing for the issuance of any series of Preferred
B Shares, and further subject to the prior rights and privileges of
the holders of Preferred A Shares and Preferred B Shares, the
holders of Common Shares shall be entitled to receive dividends
when, as, and if declared by the Board of Directors of the
corporation, to the extent and out of funds legally available for
the payment of dividends.

    Section 4.2.     Liquidation Preference.  In the event of the
voluntary or involuntary liquidation, dissolution, or winding up of
the corporation, the holders of Preferred A Shares shall be
entitled to be paid out of the net assets of the corporation an
amount equal to the sum of Sixty Dollars ($60.00) per share, plus
all unpaid dividends cumulated in respect of the outstanding
Preferred A Shares, before any distribution or payment is made to
the holders of Preferred B Shares or Common Shares.  In the event
that the net assets of the corporation are insufficient to pay the
full amount then due to the holders of Preferred A Shares, the
entire net assets of the corporation shall be distributed among the
holders of Preferred A Shares in direct proportion to the number of
Preferred A Shares held by each.  The consolidation or merger of
the corporation into or with any other corporation or corporations,
in the manner provided by law, shall not be deemed to be a
liquidation, dissolution, or winding up of the affairs of the
corporation.  After the payment to the holders of Preferred A
Shares of all amounts to which they are entitled, as herein above
provided, the holders of the shares of each series of the Preferred
B Shares then outstanding shall be entitled to receive out of the
remaining net assets of the corporation, but, only in accordance
with the preferences, if any, provided for such series, before any
distribution or payment shall be made to the holders of the Common
Shares, the amount per share fixed by the Preferred B Resolutions
to be received by the holders of shares of each such series on such
voluntary or involuntary liquidation, dissolution, or winding-up,
as the case may be.  If such payment shall have been made in full
to the holders of all outstanding Preferred B Shares of all series,
or duly provided for, the remaining net assets of the corporation,
if any, shall be distributed to the holders of the Common Shares in
direct proportion to the number of Common Shares held by each.
However, if upon any such liquidation, dissolution, or winding-up,
the net assets of the corporation available for distribution among
the holders of any one or more series of the Preferred B Shares,
that (a) are entitled to a preference over the holders of the
Common Shares upon such liquidation, dissolution, or winding-up,
and (b) rank equally in connection therewith, shall be insufficient
to make payment in full of the preferential amount to which the
holders of such shares shall be entitled, then such assets shall be
distributed among the holders of each such series of the Preferred
B Shares ratably according to the respective amounts to which they
would be entitled with respect to the shares held by them upon such
distribution if all amounts payable on or with respect to such
shares were paid in full.

    Section 4.3.     Redemption of Preferred A Shares.

     4.3.1.  Optional Redemption.  The corporation may, at any time
or from time to time at its sole option, redeem all or part of the
outstanding Preferred A Shares.  The redemption price of a
Preferred A Share under this subsection is Sixty Dollars ($60.00)
plus the amount of all unpaid dividends cumulated with respect to
such share under subsection 4.1.3 hereof.

     4.3.2.  Mandatory Purchase.  The corporation shall redeem, at
the price specified in subsection 4.3.1 above, or purchase in the
open market, such number of Preferred A Shares at such time or
times, if any, as may be necessary to reduce the number of.
Preferred A Shares outstanding on the last day of each of the
corporation's fiscal years set forth below to not more than the
number of shares set forth opposite such year, as follows:

                     Maximum
                     Number of
        Year         Shares Outstanding
        ----         ------------------

        1990         483,333
        1991         466,666
        1992         450,006
        1993         433,333
        1994         416,666
        1995         400,000
        1996         383,333
        1997         366,666
        1998         350,000
        1999         333,333
        2000         316,666
        2001         300,000
        2002         283,333
        2003         266,666
        2004         250,000
        2005         -0-

     4.3.3.  Mandatory Purchase Upon Payment of Guaranteed Debt.

       4.3.3.1.   Definitions.

          (a)   For purposes hereof, the term "BHC Affiliate"
           shall mean and refer to (i) Brock Hotel Corporation,
           a Delaware corporation ("BHC"), (ii) any corporation,
           partnership, or other entity in which BHC has an
           interest, (iii) any individual or any corporation,
           partnership, or other entity owning at least ten
           percent (10%) of the issued and outstanding voting
           stock of BHC or (iv) any other entity controlling,
           controlled by, or under common control with BHC.

           (b)  For purposes hereof, the term "Approved Loan"
           shall mean and refer to a loan, capitalized or other
           lease, or other financing arrangement with respect to
           which (i) the proceeds are used to prepay Guaranteed
           Obligations (as hereinafter defined), (ii) the
           interest rate does not exceed the blended interest
           rates of the Guaranteed Obligations that are prepaid
           with such proceeds, and (iii) the amortization of
           which is no less favorable to the corporation than
           the aggregate schedule of payments or mandatory
           prepayments (other than by reason of a default on a
           Guaranteed Obligation) required pursuant to the
           Guaranteed Obligations so prepaid.

           (c)   For purposes hereof, the term "Equity Holder"
           shall mean and refer to any party having an equity
           interest in the corporation.

        4.3.3.2.     Mandatory Purchase.

          (a)    In the event that the corporation prepays (as
           opposed to any regularly scheduled payment or
           mandatory prepayment, other than by reason of' a
           default on a Guaranteed Obligation) or refinances for
           any reason (other than out of the proceeds of (i) any
           capital contributions or Approved Loans made to the
           corporation by a BHC Affiliate or by any Equity
           Holder, or (ii) any loans made to the corporation
           that are guaranteed by BHC or any Equity Holder), at
           any time prior to January 1, 1988, any debt,
           liability or obligation of the corporation that is
           guaranteed by BHC or any Equity Holder (such debts,
           liabilities and obligations collectively, the
           "Guaranteed Obligations"), so that immediately
           following such prepayment or refinancing there
           remains outstanding Guaranteed Obligations in an
           aggregate amount of less than Fifty Million Dollars
           ($50,000,000), the corporation shall repurchase,
           either through redemption or through purchase on the
           open market, that number of Preferred A Shares with
           an aggregate par value equal to the product of (a)
           the amount of Guaranteed Obligations reduced by such
           prepayment or refinancing (but only in the amount
           such prepaid or refinanced Guaranteed Obligations
           reduce the total Guaranteed Obligations below
           $50,000,000, or thereafter continue to reduce the
           Guaranteed Obligations) multiplied by (b) thirty-five
           percent (35%).

           (b)   In addition, if, prior to January 1, 1988, any
           event occurs which, either under applicable law or
           under the provisions of any agreement governing any
           Guaranteed Obligation (whether or not such provision
           is enforceable as a matter of law), would, either
           immediately, or with the passage of time or giving of
           notice (or both), accelerate the time that payment on
           such Guaranteed Obligation is due and payable, or
           otherwise result in such Guaranteed Obligation being
           deemed to have matured, in whole or in part, before
           its regularly scheduled due date, and if, at any time
           after such event occurs, and prior to the
           reinstatement, if any, of the regular payment
           schedule on such Guaranteed Obligation by the
           agreement of the creditor thereon, any payment or
           distribution is made out of assets of the corporation
           on account of such Guaranteed Obligation (whether
           before or after January 1, 1988), so that,
           immediately following such payment or distribution,
           there remains Outstanding Guaranteed Obligations in
           an aggregate amount of less than Fifty Million
           Dollars ($50,000,000), the corporation shall
           repurchase, either through redemption or through
           purchases on the open market, that number of
           Preferred A Shares with an aggregate par value equal
           to the product of (a) the amount of the Guaranteed
           Obligations so reduced (but only in the amount such
           payment or distribution reduces the total Guaranteed
           Obligations below $50,000,000, or thereafter
           continues to reduce the Guaranteed Obligations)
           multiplied by (b) thirty-five percent (35%).

           (c)  Furthermore, in the event that prior to
           January l, 1988 the corporation pays, or assets of
           the corporation are used to repay, BHC or any Equity
           Holder (other than out of positive cash flow
           generated by the corporation from operations in
           accordance with past practices, which past practices
           shall not be deemed to include the sale of real
           estate or the sale of any entire restaurant as a
           unit), on account of funds advanced to the
           corporation by BHC or such Equity Holder to repay any
           Guaranteed Obligations, and such repayment to BHC or
           such Equity Holder occurs at a time when the
           remaining outstanding Guaranteed Obligations are in
           an aggregate amount of less than $50,000,000, then
           the corporation shall repurchase, either through
           redemption or purchases on the open market, that
           number of Preferred A Shares with an aggregate par
           value equal to the product of (a) the amount of such
           repayment to BHC or such Equity Holder (but not to
           exceed the amount by which the Guaranteed Obligations
           total less than $50,000,000) multiplied by (b) thirty
           five percent (35%).  For purposes of this paragraph
           (c): (1) any funds advanced by BHC or such Equity
           Holder to the corporation from and after the date on
           which Preferred A Shares are first issued (the
           "Beginning Date") to fund negative cash flow (other
           than funds specifically advanced and earmarked for
           the upgrading of existing restaurants or the
           construction of new restaurants) shall be deemed to
           have been advanced to repay Guaranteed Obligations
           repaid by the corporation since the Beginning Date up
           to the amount of the Guaranteed Obligations paid by
           the corporation after the Beginning Date;  (2)  an
           amount equal to the net proceeds of any sales of
           assets made after the Beginning Date that are not
           consistent with the corporation's past practices
           (which past practices shall not be deemed to include
           the sale of real estate or the sale of any entire
           restaurant as a unit) shall be deemed to have been
           advanced by BHC or an Equity Holder to the
           corporation after the Beginning Date to repay
           Guaranteed obligations, and repaid by the corporation
           to BHC or such Equity Holder after the Beginning
           Date; (3) any repayments made to BHC or an Equity
           Holder on account of advances made by BHC or such
           Equity Holder to the corporation shall be deemed to
           have been applied first to repay advances made by BHC
           or such Equity Holder to the corporation to repay
           Guaranteed Obligations; and (4) any repayments of
           Approved Loans made to any BHC Affiliate other than
           BHC shall be deemed to have been repaid to BHC on
           account of funds advanced by BHC to repay Guaranteed
           Obligations.

           (d)   The corporation's obligation to redeem or
           repurchase Preferred A Shares in accordance with any
           of the foregoing subparagraphs (a), (b), and (c) of
           this subsection 4.3.3.2 shall not be affected by any
           prior purchase or redemption of Preferred A Shares by
           the corporation or any BHC Affiliate other than a
           redemption or purchase of Preferred A Shares made
           within twenty (20) days prior to the time such
           obligation arises and made for the specific purpose
           of satisfying such obligation, as evidenced by a
           statement to such effect included in any written
           confirmations regarding such redemption or purchase
           forwarded to a selling broker by the corporation, any
           purchasing BHC Affiliate, or their purchasing broker.

     4.3.4.  Procedure-for Redemption.

                     4.3.4.1.  Date and Place of Redemption.  The Board of
                     Directors of the corporation may, by
                     resolution, fix the date and place of
                     redemption (which place may be within or
                     without the State of Kansas).

                     4.3.4.2.  Notice.  The corporation shall notify each
                     holder of Preferred A Shares to be redeemed
                     of the amount of his shares to be redeemed
                     and the date and place of redemption by
                     United States Mail, first-class postage
                     prepaid, addressed to each such stockholder
                     at his last known post office address as
                     shown on the stock record books of the
                     corporation, mailed no later than twenty (20)
                     days before the date of redemption.

                     4.3.4.3.  Effectiveness of Redemption.  If the notice
                     required by subsection 4.3.4.2 above has been
                     duly given and, on or before the date fixed
                     for redemption, the funds necessary to effect
                     such redemption have been set aside for
                     payment to the holders of the Preferred A
                     Shares to be redeemed, then, whether or not a
                     certificate evidencing shares to be redeemed
                     has been surrendered, the shares evidenced
                     thereby shall no longer be outstanding, and
                     the right to receive dividends thereon, the
                     right to vote the same, and all other rights
                     with respect to such shares shall cease and
                     terminate on the date so fixed for
                     redemption, except only the right of the
                     holder of such Preferred A Shares to receive
                     the redemption price therefor, without
                     interest, upon surrender of the certificate
                     or certificates evidencing the same, duly
                     endorsed for transfer.

                     4.3.4.4.  Selection of Shares for Redemption.If at any
                     time less than all of the outstanding
                     Preferred A Shares are to be redeemed, the
                     shares to be redeemed shall be selected by
                     lot or in such other manner as the Board of
                     Directors of the corporation may deem fair
                     and appropriate.

                     4.3.4.5.  Board of Directors' Authority. Subject to
                     the limitations and provisions hereof, the
                     Board of Directors shall have the full power
                     and authority to prescribe the manner in
                     which, and the terms and conditions upon
                     which, Preferred A Shares shall be redeemed.

     4.3.5.  Cancellation.  All Preferred A Shares redeemed,
purchased, or otherwise acquired by the corporation in any manner
shall be canceled and shall not be reissued.

    Section 4.4.     Voting Rights.

     4.4.1.  Generally.  The holders of the Common Shares have one
(1) vote for each Common Share so held.  The holders of the
Preferred A Shares have one (1) vote for each Preferred A Share so
held, and shall vote along with the holders of Common Shares and
not as a separate class (except as hereafter provided or as
otherwise provided by law), upon each and any matter submitted to
a vote of the stockholders of the corporation.  Subject to Section
4.10 hereof, the holders of the Preferred B Shares shall have such
voting rights as are provided in the Preferred B Resolutions.

     4.4.2.  Upon Default.  Upon the occurrence and during the
continuance of any Event of Default (as defined at Section 4.5
below), the holders of the Preferred A Shares, voting separately as
a class, shall be entitled to elect the smallest number of
directors that then shall constitute a majority of the directors of
all of the then authorized number of directors of the corporation.
The holders of the Common Shares and the holders of the Preferred
B Shares (to the extent provided by the Preferred B Resolutions)
shall elect the remaining directors.  In such event, only holders
of Preferred A Shares may vote for directors to be elected by
holders of the Preferred A Shares and only holders of Common Shares
and the holders of the Preferred B Shares (to the extent provided
by the Preferred B Resolutions) may vote for directors to be
elected by holders of the Common Shares and the holders of the
Preferred B Shares (to the extent provided by the Preferred B
Resolutions).

          4.4.3.  Approval for Certain Transactions.

            4.4.3.1.     Certain Transactions.  Unless the corporation
    has first obtained the approval of the holders of two-thirds
    (2/3) of the outstanding Preferred A Shares, the corporation
    shall not:

                      (a)    amend these Articles of Incorporation in a
           manner that would materially adversely affect the
           holders of the Preferred A Shares; or

                      (b)   increase the authorized number of Preferred A
           Shares; or

                      (c)   merge or consolidate with any other
           corporation; or

                      (d)   sell, convey, or otherwise, dispose of all or
           substantially all of the property or business of the
           corporation; or

                      (e)   amend Sections 4.1 and 4.2 above if such
           amendment would materially adversely affect the
           holders of the Preferred A Shares.

               4.4.3.2.  Junior Preferred Stock.  Unless the
    corporation has first obtained the approval of the holders of
    two-thirds (2/3) of the outstanding Preferred A Shares, the
    corporation shall not, whether in the Preferred B Resolutions or
    otherwise:

                      (a)   create any class of preferred stock having
           preferences over or being on a par with the Preferred
           A Shares as to dividends, redemption, or liquidation;
           or

                      (b)  create any class of preferred stock that are
           subject to redemption while any of the Preferred A
           Shares are outstanding; or

                      (c)  create any class of preferred stock upon which
           dividends are to be paid at any time in an amount
           that, when calculated as a percentage of the par
           value of such preferred stock, is in excess of the
           dividends payable at such time pursuant to subsection
           4.1.1 hereof on the Preferred A Shares, when
           calculated as a percentage of the par value of the
           Preferred A Shares, or

                      (d)   create  any class of preferred  stock upon -
           which dividends shall by payable prior to the
           Preferred Dividend Commencement Date or upon which
           dividends shall be payable if dividends accrued under
           subsection 4.1.3 on the outstanding Preferred A
           Shares have not been paid or set aside for payment
           for any fiscal quarter or quarters; or

                      (e)  create any class of preferred stock that is
           convertible into Common Shares at a price below the
           greater of (i) Three Dollars and Fifty Cents ($3.50)
           per Common Share or (ii) an amount that is one
           hundred fifty percent (150%) of the average of the
           mean between the bid and asked prices of the Common
           Shares during the twenty (20) trading days prior to
           the issuance of such junior preferred stock.

    Section 4.5.     Default.

     4.5.1.  Events of Default.  The occurrence of any of the
following events shall be deemed to be an "Event of Default" for
purposes of this ARTICLE FOURTH:

        (a) any failure to redeem or purchase Preferred A Shares as
    required by subsections 4.3.2 and 4.3.3 hereof in the manner and
    amount and at the time and place specified in Section 4.3
    hereof, if such shares are not otherwise purchased in the manner
    and amount and at the time and place specified in Section 4.3
    hereof by a BHC Affiliate; and


        (b) the failure of the corporation, whether or not declared and
    whether or not funds are legally available, for the payment
    thereof, on or before any Preferred Dividend Payment Date, to
    pay the lesser of: (i) the dividends cumulated in respect of the
    Preferred A Shares at the end of the fiscal quarterly accounting
    period ended next preceding such Preferred Dividend Payment
    Date; or (ii) twenty-five percent (25%) of the Available Cash
    Flow (as hereinafter defined) of the corporation during the four
    (4) consecutive fiscal quarterly accounting periods ending with
    the next preceding fiscal quarterly accounting period prior to
    such Preferred Dividend Payment Date.  The term "Available Cash
    Flow," as used herein with respect to any given period of four
    (4) fiscal quarterly accounting periods shall mean and refer to
    an amount equal to: (A) the after-tax net income of the
    corporation during such period, plus (B) the depreciation,
    amortization and other similar non-cash charges deducted by the
    corporation during such period in determining its after tax net
    income, minus (C) mandatory (as opposed to voluntary) payments
    during such period of the principal portion (as opposed to
    interest) of rental payments under leases capitalized on the
    books of the corporation for financial reporting purposes minus
    (D) all dividends paid by the corporation on Preferred A Shares
    during such period, minus (E) all principal and interest
    payments, if any, made by the corporation to Pizza Time Theatre,
    Inc., or its successors and assigns, with respect to
    indebtedness with an original term in excess of six (6) months,
    and minus (F) the sum of Seven Million Five Hundred Thousand
    Dollars ($7,500,000.00).

     4.5.2.  Effect of Failure to Redeem or Purchase.  The sole
effect of the occurrence and continuance of any such Event of
Default (as hereinafter defined) shall be:

          (a)   the adjustment of voting rights of the holders of
     Preferred A Shares as provided in subsection 4.4.2 hereof; and

          (b)   the continuance of all dividend, voting and other rights
     of the holders of Preferred A Shares not so redeemed as herein
     required, including, without limitation, the right to receive
     dividends pursuant to Section 4.1 hereof and to be redeemed
     pursuant to Section 4.3 hereof, to the extent that the
     corporation has funds legally available for such purposes.

     4.5.3.  Cure.  An Event of Default shall be deemed to continue
until such time as (a) the number. of Preferred A Shares then held
by holders other than the corporation or a BHC Affiliate does not
exceed the maximum number of Preferred A Shares then permitted to
be outstanding pursuant to subsections 4.3.2 and 4.3.3 hereof; and
(b) the corporation shall have declared, and paid or set aside for
payment, such aggregate amount as would have been theretofore
required to have been declared and paid on all past Dividend
Payment Dates to prevent an Event of Default from having occurred
with respect to any Preferred A Shares then outstanding.

          4.5.4.  Certain Shares Purchased by a BHC Affiliate.

            4.5.4.1.  Redemption Restriction.  In the event any of
    the Preferred A Shares required to be redeemed or purchased
    pursuant to Section 4.3 hereof are purchased by a BHC Affiliate
    other than the corporation, as permitted in paragraph (a) of
    subsection 4.5.1 or in subsection 4.5.3 hereof, then such
    Preferred A Shares shall not be later redeemed or purchased
    pursuant to subsection 4.3 hereof until all other Preferred A
    Shares have been redeemed or purchased from all holders other
    than a BHC Affiliate.

            4.5.4.2.  Resale Restriction.  In the event any
    Preferred A Shares required to be redeemed or purchased pursuant
    to Section 4.3 hereof are purchased by a BHC Affiliate other
    than the corporation, as permitted in paragraph (a) of
    subsection 4.5.1 or in subsection 4.5.3 hereof, then such
    Preferred A Shares shall not be sold by such purchaser so long
    as any Preferred A Shares are held by any holder that is not a
    BHC Affiliate.  A legend setting forth such restriction shall be
    placed on each certificate representing the Preferred A Shares
    subject to the restriction imposed by this subsection 4.5.4.2.



    Section 4.6.  Election of New Directors Upon Default.

     4.6.1.  Number of Directors.  Upon the occurrence of any Event
of Default and the election held pursuant to subsection 4.6.4
hereof, the number of the corporation's directors shall be five
(5).

     4.6.2.  New Election.

     4.6.2.1.   Notice.  Within ten (10) days after receipt of
a written request or requests for a   shareholder's meeting from
the holder or holders of five percent (5%) or more of the Preferred
A Shares after the occurrence of an Event of Default, the Secretary
of the corporation shall notice and call a meeting of the
shareholders of the corporation for the purpose of electing new
directors.

     4.6.2.2.  Time and Place.  Such meeting shall occur at
the principal office of the corporation or such other location as
the Board of Directors in good faith determines to be convenient to
the majority of the shareholders.  The meeting shall occur within
fifty (50) days after the last day the Secretary is required to
notice and call the meeting.  The meeting may be a special meeting
or an annual meeting.

     4.6.2.3.  Other Matters.  The shareholders may consider
other matters as they are permitted to consider by these Articles,
the bylaws of the corporation, or by law, provided that nomination
and election of new directors by the holders of the Preferred A
Shares shall be the first item of business.

     4.6.2.4.  Quorum.  Holders of one-third (1/3) of the
Preferred A Shares shall constitute a quorum for the election of
directors to be elected by the holders of the Preferred A Shares.

     4.6.3.  Resignations of Directors During Continuance of an
Event of Default. All members of the Board of Directors shall be
deemed to have resigned on the date of the meeting held pursuant to
subsection 4.6.2.2 hereof.

     4.6.4.  Election of Directors During Continuance of an Event
of Default. At the meeting held pursuant to subsection 4.6.2.2
hereof, the holders of Preferred A Shares, Preferred B Shares, and
Common Shares shall be entitled to vote for the election of
directors of the corporation as provided in subsection 4.4.2
hereof.

     4.6.5.  Vacancies.  During the continuance of an Event of
Default, vacancies on the Board of Directors created other than by
the operation of subsection 4.6.3 may be filled only by action of
directors who were elected by holders of shares of stock of the
same class as those who elected the director whose successor is to
be chosen.  All other vacancies shall be filed as provided in the
Bylaws of the corporation.

     4.6.6.  Termination of Event of Default.  The terms of the
directors elected or appointed by or on behalf of the holders of
Preferred A Shares shall expire, and the number of the
corporation's directors shall revert to the number that existed
immediately prior to the Event of Default that resulted in the
election of directors by classes, automatically at such time as
there is no Event of Default continuing under this ARTICLE FOURTH.

    Section 4.7.   No Conversion Rights.  The Preferred A Shares
shall not be convertible into Common Shares.

    Section 4.8.   All Shares Non-assessable.  All shares of
stock of the corporation of any class shall be non-assessable.

    Section 4.9.   No Preemptive Rights.  No holder of any shares
of the corporation shall be entitled as such, as a matter of right,
to purchase or subscribe for any shares of -stock of the
corporation of any class, whether now or hereafter authorized or
whether issued for cash, property bonds, notes, debentures, other
securities, or stock convertible into shares of stock of the
corporation or carrying or evidencing any right to purchase shares
of stock of any class.

    Section 4.10.  No Nonvoting Equity Securities.  The
corporation shall not authorize or issue any class or series o f
non-voting equity securities.

    Section 4.11.    Preferred B Shares.

     4.11.1. Issuance.  Preferred B Shares may be issued in
one or more series at such time or times as the Board of Directors
may determine.  All shares of any one series shall be of equal rank
and identical in all respects.  Preferred B Shares may be issued
for such consideration or considerations as the Board of Directors
may determine, provided that the value of such consideration or
considerations shall equal or exceed, in the good faith business
judgment of the Board of Directors, the greater of (i) the
aggregate par value of the Preferred B Shares to be issued or (ii)
the fair market value of the Preferred B Shares to be issued, if an
active trading market has developed for the series of Preferred B
Shares being so issued.

     4.11.2. Authorization.  Subject to the restrictions
set forth in subsection 4.4.3.2 hereof, authority is hereby
expressly granted to the Board of Directors to fix from time to
time, by resolution or resolutions providing for the issue of any
series of Preferred B Shares, the powers, designations,
preferences, and relative, participating, optional, or other
rights, if any, and the qualifications, limitations, or
restrictions thereof, if any, of such series, including, without
limiting the generality of the foregoing, the following:

         (a)   The distinctive designation and number of shares
    comprising such series, which number may (except where otherwise
    provided by the Board of Directors in creating such series) be
    increased or decreased (but not below the number of shares then
    outstanding) from time to time by action of the Board of
    Directors;

         (b)   The dividend rate or rates on the shares of such series
    and the preferences, if any, over any other series of Preferred
    B Shares (or of any other series of Preferred B Shares over such
    series) with respect to dividends, the terms and conditions upon
    which and the periods with respect to which dividends shall be
    payable, whether and upon what conditions such dividends shall
    be cumulative and, if cumulative, the date or dates from which
    dividends shall cumulate;

         (c)   Whether or not the shares of such series shall be
    redeemable, the limitations and restrictions with respect to
    such redemptions, the time or times when, the price or prices at
    which, and the manner in which such shares shall be redeemable,
    including the manner of selecting shares of such series for
    redemption if less than all shares of such series are to be
    redeemed;

         (d)   The rights to which the holders of shares of such series
    shall be entitled, and the preferences if any, over any other
    series of Preferred B Shares (or of any other series of
    Preferred B Shares over such series), upon the voluntary or
    involuntary liquidation, dissolution, or winding-up of the
    corporation, which rights may vary depending on whether such
    liquidation, dissolution, or winding-up is voluntary or
    involuntary, and, if voluntary, may vary at different dates;

         (e)   Whether or not the shares of such series shall be
    subject to the operation of a purchase, retirement, or sinking
    fund, and, if so, whether and upon what conditions such
    purchase, retirement, or sinking fund shall be cumulative or
    non-cumulative, the extent to which and the manner in which such
    fund shall be applied to the purchase or redemption of the
    shares of such series for retirement or to other corporate
    purposes and the terms and provisions relative to the operation
    thereof;

         (f)   Whether or not the shares of such series shall be
    convertible into or exchangeable for shares of stock of any
    other class or classes, or of any other series of the same class
    and, if so convertible or exchangeable, the price or prices or
    the rate or rates of conversion or exchange and the method, if
    any, of adjusting the same, and any other terms and conditions
    of such conversion or exchange;

         (g)   The voting powers, full and/or limited, if any, of the
    shares of such series; and whether or not and under what
    conditions the shares of such series (alone or together with the
    shares of one or more other series of Preferred B Shares having
    similar provisions) shall be entitled to vote separately as a
    single class for the election of one or more directors of the
    corporation in case of dividend arrearages or other specified
    events, or upon other matters;

         (h)   Whether or not the issuance of any additional shares of
    such series, or of any shares of any other series, shall be
    subject to restrictions as to issuance, or as to the powers,
    preferences, or rights of any such other series; and

         (i)   Any other preferences, privileges, and powers, and
    relative, participating, optional, or other special rights, and
    qualifications, limitations, or restrictions of such series, as
    the Board of Directors may deem advisable and as shall not be
    inconsistent with the provisions of these Articles of
    Incorporation or law.

     4.11.3. Dividends.  After the requirements with
respect to preferential dividends on the Preferred A Shares (fixed
pursuant to Section 4.1 hereof) shall have been met:

            4.11.3.1.    Fixing of Dividends.  The shares of each
    series of Preferred B Shares shall entitle the holders thereof
    to receive, when, as, and if declared by the Board of Directors
    out of funds legally available for dividends, cash dividends at
    the rate, under the conditions, for the periods, and on the
    dates fixed by the resolution or resolutions of the Board of
    Directors pursuant to authority granted in this Section 4., for
    each series, and no more, before any dividends on the Common
    Shares (other than a distribution solely in Common Shares) shall
    be paid, declared, or set apart for payment.

            4.11.3.2.  Restrictions on Dividends on Common and other
    Junior Stock.  Unless dividends on all outstanding shares of
    each series of the Preferred B Shares shall have been fully paid
    or declared and set aside for payment, for all past quarterly
    dividend periods, and unless all required sinking fund payments,
    if any, shall have been made or provided for, no dividend
    (except a dividend payable in Common Shares and/or shares of any
    other class of stock ranking junior to the Preferred B Shares)
    shall be paid upon or declared. or set apart for the Common
    Shares or any other class of stock ranking junior to the
    Preferred B Shares.

     4.11.4.  Re-issuance of Preferred B Shares.  Preferred B
Shares redeemed, converted, exchanged, purchased, retired, or
surrendered to the corporation, or which have been issued and
reacquired in any manner, shall have the status of authorized and
unissued Preferred B Shares and may be reissued by the Board of
Directors as shares of the same or any other series of Preferred B
Shares.

    4.12.  Share Combination.  Each ten (10) shares of previously
authorized Common Stock, par value $.10 per share, of the
Corporation ("Old Common Stock"), shall be hereby combined into one
(1) share of Common Stock, par value $.10 per share of the
Corporation ("New Common Stock").  Each previously issued
certificate which represented shares of Old Common Stock shall
hereafter represent the number of shares of New Common Stock into
which the shares of Old Common Stock represented by such
certificate shall be combined; provided, however, that each person
holding of record a stock certificate or certificate which
represented shares of Old Common Stock, shall receive, upon
surrender of such certificate or certificate, a new certificate or
certificates evidencing and representing the number of shares of
New Common Stock to which such person is entitled and provided
further that the Corporation shall not issue fractional shares of
New Common Stock with respect to this combination.  In lieu of
fractional shares, the Corporation shall pay stockholders cash for
such fractional shares, on the basis of the fair value of such
fractional shares as of the date of effectiveness of this Section.
The Board of Directors (or the Executive Committee thereof) shall
determine in good faith the fair value for such fractional shares,
and such determination shall be conclusive evidence thereof.

    FIFTH. The number of directors of the corporation shall be as
provided in the Bylaws of the corporation.

    Commencing with the annual meeting of stockholders in 1988, in
lieu of electing the whole number of directors annually, the
directors shall be divided into three (3) classes, Class I, Class
II and Class III, with three (3) directors in Class I and two in
each of Classes II and III. At the annual meeting of stockholders
of 1988, directors of Class I shall be elected to hold office for
a term expiring at the next succeeding annual meeting of
stockholders; directors of Class II shall be elected to hold office
for a term expiring at the second succeeding annual meeting of
stockholders; and directors of Class III shall be elected to hold
office for a term expiring at the third succeeding annual meeting
of stockholders.  At each annual meeting of stockholders subsequent
to the annual meeting of stockholders in 1988, the successors to
the class of directors whose term shall then expire shall be
elected to hold office for a term expiring at the third succeeding
annual meeting.  Each director shall hold office for the term for
which he was elected and until his successor is elected and
qualified or until his earlier resignation or removal.  Any
increase or decrease in the authorized number of directors shall be
apportioned by the Board of Directors among the classes so as to
make all classes as nearly equal in number as possible.  No
decrease in the authorized number of directors shall shorten the
term of any incumbent director.  A director who is chosen in the
manner provided in the Bylaws to fill a vacancy in the Board of
Directors or to fill a newly-created directorship resulting from an
increase in the authorized number of directors shall hold office
until the next election of the class for which such director shall
have been chosen and until his successor is elected and qualified
or until his earlier resignation or removal.  Directors of the
corporation may be removed only for cause.

    Upon the occurrence of any Event of Default (as defined in the
Amended Articles of Incorporation of the corporation) and the
election held pursuant to Subsection 4.6.4. of the Amended Articles
of Incorporation of the corporation, the effectiveness of the
provisions of the immediately preceding paragraph shall be
suspended, and the five (5) directors elected in accordance with
Section 4.6 of the Amended Articles of Incorporation shall serve
until the next annual meeting of stockholders and until their
respective successors are elected and qualified or until their
successors are elected and qualified or until their earlier
registration or removal.  Upon the discontinuance of an Event of
Default, the suspension of the effectiveness of the provisions of
the immediately preceding paragraph shall automatically cease; the
directors whose terms shall not have expired by reason of the
discontinuance of such Event of Default shall be designated as
Class III directors; the remaining directors, subject to applicable
Kansas law, may appoint directors in accordance with the provisions
of Section 14 of the Bylaws or may call a special meeting of
stockholders to elect directors to fill the vacancies created by
the expiration of the terms of directors elected or approved by or
on behalf of the holders of the Class A Preferred Stock of this
corporation and to fill any newly created directorships resulting
from an increase in the number of directors due to a cessation in
such suspension; and the terms of each class of directors shall be
determined by the provisions of the immediately preceding paragraph
as though such directors had been elected at the 1988 annual
meeting of stockholders.

    SIXTH. The corporation is to have perpetual existence.

    SEVENTH. The private property of the stockholders shall not be
subject to the payment of corporate debts to any extent whatsoever.

    EIGHTH.  Elections of directors need not be by ballot unless
the Bylaws of the corporation so provide.

    NINTH. The provisions of the Bylaws of this corporation
contained in Section 13 of 14 thereof may be amended, altered,
changed or repealed from time to time by directors constituting at
least two-thirds ( ) of the authorized number of directors of the
corporation; provided, however, that the stockholders at an annual
meeting, or special meeting, may also amend, alter, change or
repeal such provisions by the affirmative vote of the holders of
two-thirds ( ) of the issued and outstanding shares of all classes
of stock of the corporation entitled to vote thereon, voting as one
class.  All provisions of the Bylaws, other than those referred to
above in this paragraph, may be amended or repealed and new Bylaws
not inconsistent or in conflict with those provisions referred to
above in this paragraph may be added from time to time by a
majority of the Board of Directors then in office; provided,
however, that the stockholders at an annual meeting, or special
meeting, may also from time to time amend all provisions of the
Bylaws, other than those referred to above in this paragraph, and
add new Bylaws not inconsistent or in conflict with those
provisions referred to above in this paragraph by the affirmative
vote of the holders of a majority of all classes of stock of the
corporation entitled to vote thereon, voting as one class.  Any
amendment to the Bylaws adopted by the stockholders as aforesaid
may thereafter be further amended by the directors as aforesaid
unless the stockholders shall have provided otherwise in such
amendment.

    TENTH. The corporation may agree to the terms and conditions
upon which any director, officer, employee or agent accepts his
office or position and in its Bylaws, by contract or in any other
manner may agree to indemnify and protect any director, officer,
employer or agent of the corporation, or any person who serves at
the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise, to the extent permitted by the laws of the State
of Kansas.

    ELEVENTH. Whenever a compromise or arrangement is proposed
between this corporation and its creditors or any class of them or
between this corporation and its stockholders or any class of them,
any court of competent jurisdiction within the State of Kansas, on
the application in a summary way of this corporation or of any
creditor or stockholder thereof or on the application of any
receiver or receivers appointed for this corporation under the
provisions of Section 104 of the General Corporation Code of Kansas
or on the application of trustees in dissolution or of any receiver
or receivers appointed for this corporation under the provisions of
Section 98 of the General Corporation Code of Kansas, may order a
meeting of the creditors or class of creditors, or of the
stockholders or class of stockholders of this corporation, as the
case may be, to be summoned in such manner as the said court
directs.  If a majority in number representing three-fourths in
value of the creditors or class of creditors, or of the
stockholders or class of stockholders of this corporation, as the
case may be, agree to any compromise or arrangement and to any
reorganization of this corporation as a consequence of such
compromise or arrangement, the said compromise or arrangement and
the said reorganization, if sanctioned by the court to which the
said application has been made, shall be binding on all the
creditors or class of creditors, or on all the stockholders or
class of stockholders, of this corporation, as the case may be, and
also on this corporation.

    TWELFTH. Except as may be otherwise provided by statute, the
corporation shall be entitled to treat the registered holder of any
shares of the corporation as the owner of such shares and of all
rights derived from such shares for all purposes, and the
corporation shall not be obligated to recognize any equitable or
other claim to or interest in such shares or rights on the part of
any other person, including, but without limiting the generality of
the term "person," a purchaser, pledgee, assignee or transferee of
such shares or rights, unless and until such person becomes the
registered holder of such shares.  The foregoing shall apply
whether or not the corporation shall have either actual or
constructive notice of the interest of such person.

    THIRTEENTH.  Meetings of stockholders may be held within or
without the State of Kansas, as the Bylaws may provide.  The books
of the corporation may be kept (subject to any provision contained
in the statutes of Kansas) outside the State of Kansas at such
place or places as may be designated from time to time by the Board
of Directors or in the Bylaws of the corporation.

    FOURTEENTH. The corporation reserves the right to amend,
alter, change or repeal any provisions contained in these Amended
Articles of Incorporation, and all rights conferred upon
stockholders herein are granted subject to this reservation.  The
provisions contained in the Articles FIFTH, NINTH and FOURTEENTH of
these Amended Articles of Incorporation may be amended, altered,
changed or repealed from time to time only upon (1) the approval of
directors constituting at least two-thirds ( ) of the authorized
number of directors of the corporation, and (2) the affirmative
vote of the holders of two-thirds ( ) of the issued and outstanding
shares of all classes of stock of the corporation entitled to vote
thereon, voting as one class at any annual or special meeting of
the stockholders.  All provisions of these Amended Articles of
Incorporation, other than those referred to above in this Article,
may be amended, altered, changed or replaced in the manner now or
hereafter prescribed by statute.

    FIFTEENTH.  No director shall be liable to the Corporation
or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that this Article shall not eliminate
or limit the liability of a director (i) for any breach of the
director's duty of loyalty to the Corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under
the provisions of K.S.A. 17-6424 and amendments thereto or (iv) for
any transaction from which the director derived an improper
personal benefit.

    IN WITNESS WHEREOF, these Amended and Restated Articles of
Incorporation of CEC Entertainment, Inc. have been executed on
behalf of the corporation by its Chief Executive Officer and
attested by its Secretary on this 23rd day of July, 1999.



CEC ENTERTAINMENT, INC.


                                       By:--------------------
                                          Richard M. Frank
[CORPORATE SEAL]                          Chief Executive Officer


ATTEST:


---------------------------------
Marshall R. Fisco, Jr., Secretary


STATE OF TEXAS       $
                     $
COUNTY OF DALLAS     $


    BEFORE ME, the undersigned authority, on this day personally
appeared Richard M. Frank, known to me to be the person and officer
whose name is subscribed to the foregoing instrument and
acknowledged to me that the same was the act of CEC Entertainment,
Inc., a corporation, and that he executed the same as the act of
such corporation.

    Given under my hand and seal of office this 23rd day of July,
1999.


                                       ------------------------
                                        Notary Public in and for
                                         the State of Texas

My commission expires:

------------------------

[Seal]