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 June 29, 2003.
          --------------

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

                         Commission File Number 0-15782


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


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


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


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


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

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

     At August 12, 2003, an aggregate of 25,745,412  shares of the  registrant's
Common  Stock,  par value of $.10 each  (being  the  registrant's  only class of
common stock), were outstanding.





<PAGE>


                             CEC ENTERTAINMENT, INC.
                                TABLE OF CONTENTS


                                                                            Page

Part I - Financial Information:

    Item 1.  Financial Statements:

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

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

    Item 3.  Quantitative and Qualitative Disclosures about Market Risk ....  13

    Item 4.  Controls and Procedures........................................  14

Part II - Other Information:

    Item 1.  Legal Proceedings..............................................  15

    Item 2.  Changes in Securities..........................................  15

    Item 3.  Defaults Upon Senior Securities................................  15

    Item 4.  Submission of Matters to a Vote of Securities Holders..........  15

    Item 5.  Other Information..............................................  16

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

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

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




<PAGE>

                                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements
<TABLE>
<CAPTION>

                                             CEC ENTERTAINMENT, INC.
                                           CONSOLIDATED BALANCE SHEETS
                                         (Thousands, except share data)
                                                                                    June 29,       December 29,
                                                                                      2003             2002
                                                                                  -----------      ------------
                                                                                  (unaudited)
  <S>                                                                              <C>              <C>
  ASSETS
  Current assets:
     Cash and cash equivalents..................................................   $   9,377        $  12,214
     Accounts receivable........................................................       7,197           11,270
     Inventories................................................................      11,521           10,716
     Prepaid expenses...........................................................       7,016            5,500
     Deferred tax asset.........................................................         804            1,319
                                                                                   ---------        ---------
        Total current assets....................................................      35,915           41,019
                                                                                   ---------        ---------

  Property and equipment, net...................................................     513,478          493,533
                                                                                   ---------        ---------

  Other assets:
     Notes receivable from related parties, less current portion................                        3,825
     Other .....................................................................       1,583            1,326
                                                                                   ---------        ---------
                                                                                       1,583            5,151
                                                                                   ---------        ---------
                                                                                   $ 550,976        $ 539,703
                                                                                   =========        =========

  LIABILITIES AND SHAREHOLDERS' EQUITY
  Current liabilities:
     Current portion of long-term debt..........................................   $     155        $     143
     Accounts payable and accrued liabilities...................................      52,175           43,002
                                                                                   ---------        ---------
        Total current liabilities...............................................      52,330           43,145
                                                                                   ---------        ---------

  Long-term debt, less current portion..........................................      31,568           62,349
                                                                                   ---------        ---------

  Deferred rent.................................................................       4,450            4,086
                                                                                   ---------        ---------

  Deferred tax liability........................................................      43,337           38,156
                                                                                   ---------        ---------

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

  Commitments and contingencies

  Redeemable preferred stock, $60 par value, redeemable for $2,797 in 2005......       2,598            2,549
                                                                                   ---------        ---------

  Shareholders' equity:
     Common stock, $.10 par value; authorized 100,000,000 shares; 35,713,321
        and 35,669,773 shares issued, respectively .............................       3,571            3,567
     Capital in excess of par value.............................................     203,064          201,936
     Retained earnings .........................................................     350,284          308,277
     Accumulated other comprehensive income (loss) .............................         852              (91)
     Less treasury shares of 8,947,898 and 8,409,169, respectively, at cost.....    (145,828)        (129,021)
                                                                                   ---------        ---------
                                                                                     411,943          384,668
                                                                                   ---------        ---------
                                                                                   $ 550,976        $ 539,703
                                                                                   =========        =========

                                 See notes to consolidated financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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

                                                                                       Three Months Ended
                                                                                 ------------------------------
                                                                                 June 29, 2003    June 30, 2002
                                                                                 -------------    -------------

<S>                                                                                <C>              <C>
Food and beverage revenues...................................................      $ 101,233        $  95,278
Games and merchandise revenues...............................................         50,856           46,255
Franchise fees and royalties.................................................            793              777
Interest income, including related party income of $100 in 2002 .............              3              106
                                                                                   ---------        ---------
                                                                                     152,885          142,416
                                                                                   ---------        ---------

Costs and expenses:
   Cost of sales.............................................................         68,964           64,012
   Selling, general and administrative expenses..............................         19,444           18,589
   Depreciation and amortization.............................................         11,052            9,520
   Interest expense..........................................................            181              256
   Other operating expenses..................................................         29,124           24,959
                                                                                   ---------        ---------
                                                                                     128,765          117,336
                                                                                   ---------        ---------

Income before income taxes...................................................         24,120           25,080

Income taxes.................................................................          9,359            9,757
                                                                                   ---------        ---------

Net income ..................................................................         14,761           15,323

Other comprehensive income, net of tax:
Foreign currency translation.................................................            660              139
                                                                                   ---------        ---------

Comprehensive income.........................................................      $  15,421        $  15,462
                                                                                   =========        =========


Earnings per share:
   Basic:
      Net income ............................................................      $     .54        $     .55
                                                                                   =========        =========
      Weighted average shares outstanding....................................         26,990           27,800
                                                                                   =========        =========
   Diluted:
      Net income  ...........................................................      $     .54        $     .54
                                                                                   =========        =========
      Weighted average shares outstanding....................................         27,322           28,456
                                                                                   =========        =========



                                 See notes to consolidated financial statements.

</TABLE>


<PAGE>

<TABLE>
<CAPTION>

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

                                                                                       Six Months Ended
                                                                                 ------------------------------
                                                                                 June 29, 2003    June 30, 2002
                                                                                 -------------    -------------

<S>                                                                                <C>              <C>
Food and beverage revenues...................................................      $ 222,077        $ 210,119
Games and merchandise revenues...............................................        113,264          103,205
Franchise fees and royalties.................................................          1,658            1,703
Interest income, including related party income of  $174 in 2002.............             12              182
                                                                                   ---------        ---------
                                                                                     337,011          315,209
                                                                                   ---------        ---------

Costs and expenses:
   Cost of sales.............................................................        146,392          137,703
   Selling, general and administrative expenses..............................         40,635           38,425
   Depreciation and amortization.............................................         21,957           18,673
   Interest expense..........................................................            464              549
   Other operating expenses..................................................         58,661           50,925
                                                                                   ---------        ---------
                                                                                     268,109          246,275
                                                                                   ---------        ---------

Income before income taxes...................................................         68,902           68,934

Income taxes.................................................................         26,734           26,815
                                                                                   ---------        ---------

Net income ..................................................................         42,168           42,119

Other comprehensive income, net of tax:
Foreign currency translation.................................................            943              139
                                                                                   ---------        ---------

Comprehensive income.........................................................      $  43,111        $  42,258
                                                                                   =========        =========


Earnings per share:
   Basic:
      Net income ............................................................      $    1.55        $    1.51
                                                                                   =========        =========
      Weighted average shares outstanding....................................         27,111           27,827
                                                                                   =========        =========
   Diluted:
      Net income  ...........................................................      $    1.54        $    1.47
                                                                                   =========        =========
      Weighted average shares outstanding....................................         27,357           28,503
                                                                                   =========        =========



                                 See notes to consolidated financial statements.

</TABLE>
<PAGE>
<TABLE>
<CAPTION>




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


                                                                                    Amounts           Shares
                                                                                   ---------        ---------
<S>                                                                                <C>                 <C>
Common stock and capital in excess of par value:
   Balance, beginning of year..............................................        $ 205,503           35,670
   Stock options exercised.................................................              645               32
   Net tax benefit from exercise of options and stock grants...............              132
   Stock issued under 401(k) plan..........................................              355               11
                                                                                   ---------        ---------
   Balance, June 29, 2003..................................................          206,635           35,713
                                                                                   ---------        =========

Retained earnings:
   Balance, beginning of year..............................................          308,277
   Net income..............................................................           42,168
   Redeemable preferred stock accretion....................................              (48)
   Redeemable preferred stock dividend, $2.40 per share....................             (113)
                                                                                   ---------
   Balance, June 29, 2003..................................................          350,284
                                                                                   ---------

Accumulated other comprehensive income (loss):
   Balance, beginning of year..............................................              (91)
   Foreign currency translation............................................              943
                                                                                   ---------
   Balance, June 29, 2003..................................................              852
                                                                                   ---------

Treasury shares:
   Balance, beginning of year..............................................         (129,021)           8,409
   Treasury stock acquired.................................................          (16,807)             539
                                                                                   ---------        ---------
   Balance, June 29, 2003..................................................         (145,828)           8,948
                                                                                   ---------        =========

Total shareholders' equity.................................................        $ 411,943
                                                                                   =========















                                See notes to consolidated financial statements.

</TABLE>


<PAGE>
<TABLE>
<CAPTION>


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


                                                                                       Six Months Ended
                                                                                 ------------------------------
                                                                                 June 29, 2003    June 30, 2002
                                                                                 -------------    -------------
<S>                                                                                <C>              <C>
Operating activities:
   Net income ...............................................................      $  42,168        $  42,119
   Adjustments to reconcile net income to cash
      provided by operations:
   Depreciation and amortization.............................................         21,957           18,673
   Deferred income tax expense...............................................          6,063            7,858
   Tax benefit from exercise of stock options................................            132            2,930
   Other ....................................................................          1,434              476
   Net change in receivables, inventories, prepaids, payables and
      accrued liabilities....................................................         14,383            7,433
                                                                                   ---------        ---------
         Cash provided by operations.........................................         86,137           79,489
                                                                                   ---------        ---------

Investing activities:
   Purchases of property and equipment.......................................        (42,136)         (51,377)
   Additions to notes receivable.............................................                          (2,535)
   Payments received on notes receivable.....................................                             689
   Increase in other assets..................................................           (338)            (205)
                                                                                   ---------        ---------
         Cash used in investing activities...................................        (42,474)         (53,428)
                                                                                   ---------        ---------

Financing activities:
   Payments on debt and line of credit.......................................        (30,769)         (10,559)
   Exercise of stock options ................................................            645            5,462
   Redeemable preferred stock dividends......................................           (113)            (113)
   Purchase of treasury stock ...............................................        (16,807)         (16,953)
   Other ....................................................................            544              274
                                                                                   ---------        ---------
         Cash used in financing activities...................................        (46,500)         (21,889)
                                                                                   ---------        ---------

Increase (decrease) in cash and cash equivalents ............................         (2,837)           4,172
Cash and cash equivalents, beginning of period...............................         12,214            3,682
                                                                                   ---------        ---------
Cash and cash equivalents, end of period.....................................      $   9,377        $   7,854
                                                                                   =========        =========









                                 See notes to consolidated financial statements.

</TABLE>

<PAGE>


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


1.   Interim financial statements:

     In the opinion of management, the accompanying financial statements for the
periods  ended  June  29,  2003  and  June  30,  2002  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  consolidated  financial
statements  referred to above should be read in  conjunction  with the financial
statements and notes thereto  included in the Company's Form 10-K filed with the
Securities and Exchange Commission for the year ended December 29, 2002. Results
of  operations  for the  periods  ended June 29,  2003 and June 30, 2002 are not
necessarily indicative of the results for the year.


2.   Earnings per common share:

     Basic  earnings per common share  ("EPS") is computed by dividing  earnings
applicable  to common  shares by the weighted  average  number of common  shares
outstanding.  Diluted EPS adjusts for the effect of potential common shares from
dilutive stock options using the treasury stock method. Net income available per
common share has been  adjusted for  redeemable  preferred  stock  accretion and
dividends.  Earnings  per common and  potential  common  share were  computed as
follows (thousands, except per share data):
<TABLE>
<CAPTION>

                                                              Three Months Ended           Six Months Ended
                                                            ----------------------      ----------------------
                                                            June 29,      June 30,      June 29,      June 30,
                                                              2003          2002          2003          2002
                                                            --------      --------      --------      --------
<S>                                                         <C>           <C>           <C>           <C>
Net income ............................................     $ 14,761      $ 15,323      $ 42,168      $ 42,119
Accretion of redeemable preferred stock................          (22)          (23)         ( 48)          (45)
Redeemable preferred stock dividends...................          (54)          (57)         (113)         (113)
                                                            --------      --------      --------      --------
Net income applicable to common shares.................     $ 14,685      $ 15,243      $ 42,007      $ 41,961
                                                            ========      ========      ========      ========

Basic:
    Weighted average common shares outstanding.........       26,990        27,800        27,111        27,827
                                                            ========      ========      ========      ========

    Earnings per common share..........................     $    .54      $    .55      $   1.55      $   1.51
                                                            ========      ========      ========      ========

Diluted:
    Weighted average common shares outstanding.........       26,990        27,800        27,111        27,827
    Potential common shares for stock options..........          332           656           246           676
                                                            --------      --------      --------      --------
    Weighted average shares outstanding................       27,322        28,456        27,357        28,503
                                                            ========      ========      ========      ========

    Earnings per common and potential
        common share...................................     $    .54      $    .54      $   1.54      $   1.47
                                                            ========      ========      ========      ========
</TABLE>


<PAGE>


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



3.   Stock based compensation:

     The Company uses the  intrinsic  value method under  Accounting  Principles
Board Opinion No. 25,  "Accounting  for Stock Issued to  Employees"  and related
interpretations to account for its stock based compensation. The exercise prices
of all  stock  options  granted  to the  employees  are at no less than the fair
market value of the common stock at the grant date. Accordingly, no compensation
cost has been recognized for its stock option plans. Had  compensation  cost for
the Company's stock option plans been determined  based on the fair value method
at the grant  date for  awards  under  those  plans  consistent  with the method
prescribed by Statement of Financial  Accounting  Standards No. 123, "Accounting
for Stock-Based  Compensation",  the Company's pro forma net income and earnings
per share would have been as follows:
<TABLE>
<CAPTION>

                                                              Three Months Ended           Six Months Ended
                                                            ----------------------      ----------------------
                                                            June 29,      June 30,      June 29,      June 30,
                                                              2003          2002          2003          2002
                                                            --------      --------      --------      --------
<S>                                                         <C>           <C>           <C>           <C>
Net income,as reported ................................     $ 14,761      $ 15,323      $ 42,168      $ 42,119
Fair value based compensation expense, net of taxes....       (1,629)       (1,608)       (3,253)       (3,217)
                                                            --------      --------      --------      --------
Pro forma net income...................................     $ 13,132      $ 13,715      $ 38,915      $ 38,902
                                                            ========      ========      ========      ========

Earnings per Share:
Basic:
    As reported........................................     $    .54      $    .55      $   1.55      $   1.51
    Pro forma..........................................     $    .48      $    .49      $   1.43      $   1.40

Diluted:
    As reported........................................     $    .54      $    .54      $   1.54      $   1.47
    Pro forma..........................................     $    .48      $    .48      $   1.42      $   1.36

</TABLE>


4.   Consolidation of Variable Interest Entities:

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






<PAGE>


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

Results of Operations

Second Quarter 2003 Compared to Second Quarter 2002

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

                                                        Three Months Ended
                                                   ----------------------------
                                                   June 29, 2003  June 30, 2002
                                                   -------------  -------------
     Revenues.....................................     100.0%         100.0%
                                                       -----          -----
     Costs and expenses:
        Cost of sales.............................      45.1           44.9
        Selling, general and administrative.......      12.8           13.1
        Depreciation and amortization.............       7.2            6.7
        Interest expense..........................        .1             .2
        Other operating expenses..................      19.0           17.5
                                                       -----          -----
                                                        84.2           82.4
                                                       -----          -----
     Income before income taxes...................      15.8           17.6
     Income tax expense ..........................       6.1            6.9
                                                       -----          -----
     Net income ..................................       9.7%          10.7%
                                                       =====          =====

     Revenues

     Revenues  increased  7.4% to $152.9  million in the second  quarter of 2003
from  $142.4  million in the second  quarter of 2002 due to an  increase  in the
number of Company-operated  restaurants.  During 2002, the Company opened 32 new
restaurants,  acquired  three  restaurants  from a  franchisee  and  closed  one
restaurant.  During the first six months of 2003,  the Company  opened eight new
restaurants and closed one restaurant.  Comparable  store sales of the Company's
Chuck E. Cheese's  restaurants  that were open during all of the second quarters
of both  2003 and 2002  declined  1.5%.  Management  believes  that the  primary
factors impacting the comparable store sales decrease were a difficult  economic
environment,  the shift in the Easter holiday to the second quarter of this year
and difficult sales  comparisons to the prior year.  Menu prices  increased 1.0%
between the periods.

     Costs and Expenses

     Costs and  expenses as a percentage  of revenues  increased to 84.2% in the
second quarter of 2003 from 82.4% in the second quarter of 2002.

     Cost of sales  increased as a percentage of revenues to 45.1% in the second
quarter  of 2003 from  44.9% in the  comparable  period  of 2002.  Cost of food,
beverage and related supplies as a percentage of revenues  decreased to 11.9% in
the second  quarter of 2003 from 12.3% in the second  quarter of 2002  primarily
due to lower cheese  costs.  Cost of games and  merchandise  as a percentage  of
revenues increased to 4.6% in the second quarter of 2003 from 4.1% in the second
quarter of 2002 due primarily to higher prize costs resulting from a guest value
program  implemented  in the second  quarter of 2003.  Store labor expenses as a
percentage of revenues increased slightly to 28.6% in the second quarter of 2003
from 28.5% in the second quarter of 2002.

     Selling,  general and  administrative  expenses as a percentage of revenues
decreased  to 12.8% in the  second  quarter  of 2003  from  13.1% in the  second
quarter of 2002 due primarily to greater scale economies.

<PAGE>



     Depreciation and amortization expense as a percentage of revenues increased
to 7.2% in the second  quarter  of 2003 from 6.7% in the second  quarter of 2002
primarily due to capital  invested in new stores and remodels and the decline in
comparable store sales.

     Interest  expense as a  percentage  of  revenues  decreased  to 0.1% in the
second  quarter  of  2003  from  0.2% in the  second  quarter  of 2002  due to a
reduction in outstanding debt and lower interest rates.

     Other operating  expenses increased as a percentage of revenues to 19.0% in
the second  quarter of 2003 from 17.5% in the second  quarter of 2002  primarily
due to higher insurance costs,  repairs,  property taxes, rent and losses on the
disposal of assets.

     The Company's  effective income tax rate was 38.8% in the second quarter of
2003 compared to 38.9% in the second quarter of 2002.

     Net Income

     The Company had net income of $14.8  million in the second  quarter of 2003
compared  to $15.3  million in the second  quarter of 2002 due to the changes in
revenues and expenses  discussed above. The Company's diluted earnings per share
remained  constant  at $.54 per share in both the  second  quarters  of 2003 and
2002.


First Six Months of 2003 Compared to First Six Months of 2002

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

                                                         Six Months Ended
                                                   ----------------------------
                                                   June 29, 2003  June 30, 2002
                                                   -------------  -------------
     Revenue......................................     100.0%         100.0%
                                                       -----          -----
     Costs and  expenses:
        Cost of sales.............................      43.5           43.6
        Selling, general and administrative.......      12.1           12.2
        Depreciation and amortization.............       6.5            5.9
        Interest expense..........................        .1             .2
        Other operating expenses..................      17.4           16.2
                                                       -----          -----
                                                        79.6           78.1
                                                       -----          -----
     Income before income taxes...................      20.4           21.9
     Income tax expense ..........................       7.9            8.5
                                                       -----          -----
     Net income ..................................      12.5%          13.4%
                                                       =====          =====

     Revenues

     Revenues  increased  6.9% to $337.0 million in the first six months of 2003
from $315.2 million in the first six months of 2002 primarily due to an increase
in the number of Company-operated stores. During 2002, the Company opened 32 new
restaurants,  acquired  three  restaurants  from a  franchisee  and  closed  one
restaurant.  During the first six months of 2003,  the Company  opened eight new
restaurants and closed one restaurant.  Comparable  store sales of the Company's
Chuck E. Cheese's  restaurants that were open during all of the first six months
of both 2003 and 2002 declined 2.3%. Menu prices  increased 0.5% between the two
periods.

     Costs and Expenses

     Costs and  expenses as a percentage  of revenues  increased to 79.6% in the
first six months of 2003 from 78.1% in the first six months of 2002.

<PAGE>

     Cost of sales  decreased as a percentage  of revenues to 43.5% in the first
six  months of 2003 from  43.6% in the first six  months of 2002.  Cost of food,
beverage and related supplies as a percentage of revenues  decreased to 12.0% in
the first six  months of 2003 from  12.4% in the  second  quarter of 2002 due to
lower cheese costs.  Cost of games and  merchandise  as a percentage of revenues
increased  to 4.3% in the  first  six  months of 2003 from 4.1% in the first six
months of 2002 due primarily to higher prize costs  resulting from a guest value
program  implemented  in the second  quarter of 2003.  Store labor expenses as a
percentage  of revenues  increased  slightly to 27.2% in the first six months of
2003 from 27.1% in the first six months of 2002.

     Selling,  general and  administrative  expenses as a percentage of revenues
decreased  to 12.1% in the first six  months of 2003 from 12.2% in the first six
months of 2002  primarily  due to lower new store  pre-opening  expenses  in the
first six months of 2003.

     Depreciation and amortization expense as a percentage of revenues increased
to 6.5% in the  first six  months  of 2003 from 5.9% in the first six  months of
2002  primarily  due to capital  invested  in new stores  and  remodels  and the
decline in comparable store sales.

     Interest  expense as a percentage of revenues was 0.1% the first six months
of 2003  compared  to 0.2% the  first  six  months  of 2002  primarily  due to a
reduction in outstanding debt and lower interest rates.

     Other operating  expenses increased as a percentage of revenues to 17.4% in
the  first  six  months  of 2003  from  16.2% in the  first  six  months of 2002
primarily due to higher  insurance  costs,  repairs,  property  taxes,  rent and
losses on the disposal of assets.

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

     Net Income

     The Company had net income of $42.2 million in the first six months of 2003
compared to $42.1  million in the first six months of 2002 due to the changes in
revenues and expenses  discussed above. The Company's diluted earnings per share
increased  4.8% to $1.54 per share in the first six months of 2003  compared  to
$1.47 per share in the first six months of 2002.


Financial Condition, Liquidity and Capital Resources

     Cash  provided by  operations  increased to $86.1  million in the first six
months  of 2003 from  $79.5  million  in the  comparable  period  of 2002.  Cash
outflows from  investing  activities for the first six months of 2003 were $42.5
million, primarily related to capital expenditures. Cash outflows from financing
activities  for the first  six  months of 2003  were  $46.5  million,  primarily
related to  repayment  of  borrowings  on the  Company's  line of credit and the
repurchase of the Company's common stock. The Company's primary requirements for
cash relate to planned  capital  expenditures,  the  repurchase of the Company's
common  stock and debt  service.  The Company  expects that it will satisfy such
requirements from cash provided by operations and, if necessary, funds available
under its line of credit.

     In 2003, the Company plans to add 35 to 38  restaurants,  most of which are
expected to open in the second half of the year,  including new  restaurants and
acquisitions of existing  restaurants from  franchisees.  The Company  currently
anticipates  its cost of opening such new  restaurants  will vary depending upon
many factors  including the size of the restaurants,  the amount of any landlord
contribution,  and whether the Company  acquires land or the store is an in-line
or  freestanding  building.  In 2003,  the capital costs of restaurants in large
markets are expected to average  approximately  $2.2 million per restaurant.  At
the beginning of 2003,  the Company  identified  development  opportunities  for
approximately 150 large market restaurants.  In smaller demographic markets, the
Company  believes  its small market  strategy  increases  potential  development
opportunities  by  approximately  200  restaurants  resulting  in an  identified
development potential of 350 restaurants including those restaurants expected to
open in 2003. In 2002, the Company opened three small market in-line restaurants
averaging  less than  6,900  square  feet at an  average  capital  cost,  net of
landlord contributions,  of approximately $700,000 per restaurant.  In 2003, the
average capital cost of small market restaurants is expected to be approximately
$800,000 due to a larger building area of up to 8,000 square feet and additional
entertainment  attractions  including  a show and a greater  number of games and
rides. The Company believes  approximately 60% of the new restaurants  opened in
2003 will be in large markets with the remaining new restaurants opened in small
markets.
<PAGE>

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

     During  the  first  six  months  of 2003,  the  Company  opened  eight  new
restaurants all of which were in larger markets, completed Phase III upgrades in
29 restaurants, completed the game rotation plan in 34 restaurants and completed
two reconfigurations.  The Company currently estimates that capital expenditures
in  2003,  including  expenditures  for  new  store  openings,   existing  store
expansions and equipment  investments,  will be approximately  $90 million.  The
Company plans to finance these  expenditures  through cash flow from  operations
and, if necessary, borrowings under the Company's line of credit.

     In July 2002,  the  Company  announced a plan to  repurchase  shares of the
Company's  common stock on the open market at an aggregate  purchase price of up
to $25 million.  In June 2003,  the Company  completed this plan and announced a
new plan to repurchase  shares of the Company's  common stock on the open market
at an aggregate  purchase price of up to $25 million.  In July 2003, the Company
completed the plan announced in June 2003 and announced a new plan to repurchase
shares of the Company's common stock on the open market at an aggregate purchase
price of up to $50 million. Beginning in 1993 through June 29, 2003, the Company
has repurchased 8.4 million shares of the Company's common stock at an aggregate
purchase price of approximately $141 million.

     In 2002,  the  Company  entered  into a new line of credit  agreement  that
provides  borrowings of up to $100 million and matures in 2005.  Interest  under
the line of credit is  dependent  on earnings and debt levels of the Company and
ranges  from  prime or, at the  Company's  option,  LIBOR  plus  0.75% to 1.50%.
Currently,  any borrowings  under this line of credit would be at the prime rate
or LIBOR plus 0.75%. As of June 29, 2003,  there was $31.3 million in borrowings
under this line of  credit.  The  Company is  required  to comply  with  certain
financial ratio tests during the terms of the loan agreement.

Forward Looking Statements

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

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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



<PAGE>

Item 4. Controls and Procedures

     Evaluation of Disclosure Controls and Procedures

     We have evaluated,  under the supervision and with the participation of the
Company's  management,  including  the Chief  Executive  Officer  and  President
(Current  Principal  Financial  Officer),  the  effectiveness  of the design and
operation of the  Company's  disclosure  controls and  procedures  as defined in
Rules  13a-15(e)  and  15d-15(e)  under the  Exchange  Act, as of the end of the
period covered by this report.  Based on that  evaluation,  our Chief  Executive
Officer and President (Current Principal Financial Officer),  concluded that, as
of the end of the  period  covered  by this  report,  the  Company's  disclosure
controls  and   procedures   are  effective  in  providing  them  with  material
information  relating to the Company required to be included in our Exchange Act
filings.


     Changes in Internal Controls

     There have been no significant  changes in the Company's  internal controls
or in other factors that could significantly affect internal controls subsequent
to the time of our most recent evaluation.



<PAGE>


                           PART II - OTHER INFORMATION



Item 1. Legal Proceedings.

     On June 2, 2000,  a purported  class  action  lawsuit  against the Company,
entitled  Freddy  Gavarrete,  et al. v. CEC  Entertainment,  Inc.,  dba Chuck E.
Cheese's , et. al., Cause No. 00-08132 FMC (RZx) ("Gavarrete"), was filed in the
Superior  Court of the State of  California  in the County of Los  Angeles  (the
"State  Court").  On July 27, 2000, the lawsuit was removed to the United States
District Court for the Central District of California (the "Federal Court"). The
lawsuit  was filed by one former  restaurant  manager  purporting  to  represent
restaurant  managers of the Company in California from 1996 to the present.  The
lawsuit  alleges  violations  of the state wage and hour laws  involving  unpaid
overtime wages and seeks an unspecified amount in damages. On July 31, 2001, the
Federal Court denied the Plaintiff's motion for class certification. The Federal
Court subsequently granted Plaintiff's motion to amend the complaint by adding a
second  party  to the  lawsuit.  On June  5,  2002,  the  Federal  Court  denied
Plaintiff's motion for class certification based upon the amended complaint.  On
June 25, 2002, the Federal Court granted  Plaintiff's motion for reconsideration
of its two orders denying class  certification.  On August 15, 2002, the Federal
Court denied Plaintiff's motion to reconsider the two prior orders denying class
certification.  On September  24, 2002,  Plaintiff  filed a motion to remand the
case back to the State Court.  On October 28, 2002,  the Federal  Court  granted
Plaintiff's motion to remand the case back to State Court. On June 23, 2003, the
State Court  granted  Plaintiff's  motion to amend the  complaint  by adding two
additional  parties to the lawsuit.  The Company believes the lawsuit is without
merit and intends to  vigorously  defend  against it and that based on currently
available  information  the  lawsuit is not  likely to have a  material  adverse
impact on the Company's financial position.

Item 2. Changes in Securities.

     None to report during quarter for which this report is filed.


Item 3. Defaults Upon Senior Securities.

     None to report during quarter for which this report is filed.


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

     On May 29, 2003,  at the  Company's  annual  meeting of  shareholders,  the
Company's shareholders  re-elected Richard M. Frank, Tim T. Morris, and Louis P.
Neeb to serve the  Company  as  directors.  The  following  votes were cast with
respect to the election of these directors:

                                          For             Withheld
            Richard M. Frank          24,011,310         1,215,502
            Tim T. Morris             24,079,192         1,147,620
            Louis P. Neeb             24,030,103         1,196,709

Richard T. Huston,  Michael H.  Magusiak,  Cynthia I. Pharr,  Walter Tyree,  and
Raymond E.  Wooldridge's  terms of office as directors of the Company  continued
after the meeting.

     The   shareholders   did  not  approve  changing  the  Company's  state  of
incorporation   from  the  state  of  Kansas  to  the  state  of  Delaware  (the
"Reincorporation").  The Reincorporation would have been accomplished by merging
the Company  with and into a newly  formed  Delaware  subsidiary,  CEC-Delaware,
Inc., with  CEC-Delaware,  Inc. being the surviving  corporation.  CEC-Delaware,
Inc. would then have changed its name to CEC Entertainment, Inc. upon completion
of the merger.  The affirmative vote of holders of a majority of the outstanding
shares of Common Stock and Preferred  Stock,  voting together as a single class,
and the affirmative  vote of holders of two-thirds of the outstanding  shares of
Preferred Stock, voting separately,  was required to approve the Reincorporation
proposal.  The  Reincorporation  proposal  failed because it did not receive the
affirmative vote of holders of two-thirds of the outstanding shares of Preferred
Stock.

<PAGE>

The votes cast with  respect to this  proposal to  reincorporate  the Company in
Delaware were as follows:

     Common and Preferred Shares:

           For            Against             Abstain           No Vote
       19,425,241        2,488,970            416,505         2,896,096

     Preferred Shares Only:

           For            Against             Abstain           No Vote
           24,473              563                323            21,234

The shareholders did approve an amendment to the 1997 Non-Statutory Stock Option
Plan that  increased  the number of shares of Common  Stock  which may be issued
under the Employee Plan from 5,787,500 to 6,787,500. The votes cast with respect
to this  proposal  to  authorize  an  amendment  to the  Employees  Plan were as
follows:

           For            Against             Abstain           No Vote
       15,789,199        8,813,787            623,826                 0




Item 5. Other Information.

     None to report during quarter for which this report is filed.


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

     a)   Exhibits

          10(a)  First  Amendment  to Credit  Agreement,  in  the stated  amount
                 of $100,000,000, dated  February  28,  2003,  between   Showbiz
                 Merchandising, L.P., Company,  Bank of America,  Bank One, U.S.
                 Bank National Association,  Fleet National  Bank, and the other
                 Lenders.

          10(b)  Second  Amendment  to Credit  Agreement, in  the stated  amount
                 of   $100,000,000,   dated   July  16,  2003,  between  Showbiz
                 Merchandising, L.P., Company,  Bank of America, Bank One,  U.S.
                 Bank National  Association, Fleet  National Bank, and the other
                 Lenders.

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

     b)   Reports on Form 8-K

          None filed during the quarter for which this report is filed.





<PAGE>



                                   SIGNATURES




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


                                      CEC ENTERTAINMENT, INC.



Dated: August 13, 2003                By:  s/ Michael H. Magusiak
                                           --------------------
                                           Michael H. Magusiak
                                           President
                                           (Current Principal Financial Officer)


<PAGE>


                    CERTIFICATION BY CHIEF EXECUTIVE OFFICER


I,   Richard M. Frank, certify that:

     1.   I  have   reviewed  this   quarterly   report  on  Form  10-Q  of  CEC
          Entertainment, Inc.;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in the Exchange Act Rules) for the registrant and have:

          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit committee of registrant's board of directors:

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The registrant's other certifying officer and I have indicated in this
          quarterly  report whether there were  significant  changes in internal
          controls or in other factors that could significantly  affect internal
          controls  subsequent  to the  date  of  our  most  recent  evaluation,
          including   any   corrective   actions  with  regard  to   significant
          deficiencies and material weaknesses.



August 13, 2003                         /s/Richard M. Frank
                                        -----------------------
                                        Richard M. Frank
                                        Chief Executive Officer

<PAGE>


               CERTIFICATION BY CURRENT PRINCIPAL FINANCIAL OFFICER



I,   Michael H. Magusiak, certify that:

     1.   I  have   reviewed  this   quarterly   report  on  Form  10-Q  of  CEC
          Entertainment, Inc.;

     2.   Based on my  knowledge,  this  quarterly  report  does not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary to make the statements  made, in light of the  circumstances
          under which such  statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge,  the financial statements,  and other financial
          information  included in this quarterly report,  fairly present in all
          material respects the financial  condition,  results of operations and
          cash flows of the registrant as of, and for, the periods  presented in
          this quarterly report;

     4.   The registrant's  other  certifying  officer and I are responsible for
          establishing  and maintaining  disclosure  controls and procedures (as
          defined in the Exchange Act Rules) for the registrant and have:

          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly report is being prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented  in this  quarterly  report our  conclusions  about the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officer and I have disclosed,  based
          on our most recent  evaluation,  to the registrant's  auditors and the
          audit committee of registrant's board of directors:

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

     6.   The registrant's other certifying officer and I have indicated in this
          quarterly  report whether there were  significant  changes in internal
          controls or in other factors that could significantly  affect internal
          controls  subsequent  to the  date  of  our  most  recent  evaluation,
          including   any   corrective   actions  with  regard  to   significant
          deficiencies and material weaknesses.



August 13, 2003                         /s/ Michael H. Magusiak
                                        ----------------------------
                                        Michael H. Magusiak
                                        President
                                        (Current Principal Financial Officer)

<PAGE>

Exhibit
Number   Description

10(a)     First  Amendment  to  Credit  Agreement,   in  the  stated  amount  of
          $100,000,000,  dated February 28, 2003, between Showbiz Merchandising,
          L.P.,  Company,   Bank  of  America,  Bank  One,  U.S.  Bank  National
          Association, Fleet National Bank, and the other Lenders.

10(b)     Second  Amendment  to  Credit  Agreement,  in  the  stated  amount  of
          $100,000,000,  dated July 16,  2003,  between  Showbiz  Merchandising,
          L.P.,  Company,   Bank  of  America,  Bank  One,  U.S.  Bank  National
          Association, Fleet National Bank, and the other Lenders.

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