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 30, 2002.


     |_|  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 |_|

     At June 30, 2002,  an aggregate of  27,659,543  shares of the  registrant's
Common  Stock,  par value of $.10 each  (being  the  registrant's  only class of
common stock), were outstanding.





<PAGE>


                         PART I - FINANCIAL INFORMATION



Item 1.  Financial Statements


                             CEC ENTERTAINMENT, INC.

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS





                                                                    Page

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






















<PAGE>
<TABLE>
<CAPTION>


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

  ASSETS

                                                                                    June 30,      December 30,
                                                                                      2002            2001
                                                                                  -----------     ------------
                                                                                  (unaudited)
<S>                                                                                <C>             <C>
  Current assets:
     Cash and cash equivalents..................................................   $   7,854       $   3,682
     Accounts receivable........................................................       6,490          11,603
     Inventories................................................................       9,853           9,556
     Prepaid expenses...........................................................       5,226           4,794
     Current portion of deferred tax asset......................................       1,234           1,234
                                                                                   ---------       ---------

        Total current assets....................................................      30,657          30,869
                                                                                   ---------       ---------

  Property and equipment, net...................................................     455,937         423,267
                                                                                   ---------       ---------

  Other assets:
     Assets held for resale.....................................................       2,329           2,231
     Notes receivable from related parties, less current portion................       3,901           2,055
     Other .....................................................................       1,122           1,063
                                                                                   ---------       ---------
                                                                                       7,352           5,349
                                                                                   ---------       ---------
                                                                                   $ 493,946       $ 459,485
                                                                                   =========       =========

  LIABILITIES AND SHAREHOLDERS' EQUITY

  Current liabilities:
     Current portion of long-term debt..........................................   $     131       $     121
     Accounts payable and accrued liabilities...................................      42,787          39,738
                                                                                   ---------       ---------
        Total current liabilities...............................................      42,918          39,859
                                                                                   ---------       ---------

  Long-term debt, less current portion..........................................      41,373          51,942
                                                                                   ---------       ---------

  Deferred rent.................................................................       3,632           3,401
                                                                                   ---------       ---------

  Deferred tax liability........................................................      27,683          19,825
                                                                                   ---------       ---------

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

  Commitments and contingencies

  Redeemable preferred stock, $60 par value, redeemable for $2,822 in 2005......       2,516           2,472
                                                                                   ---------       ---------

  Shareholders' equity:
     Common stock, $.10 par value; authorized 100,000,000 shares; 35,610,349
        and 35,325,273 shares issued, respectively .............................       3,561           3,533
     Capital in excess of par value.............................................     200,703         192,041
     Retained earnings .........................................................     281,032         239,070
     Accumulated other comprehensive loss ......................................         (39)           (178)
     Less treasury shares of 7,950,806 and 7,586,106, respectively, at cost.....    (114,183)        (97,230)
                                                                                   ---------       ---------
                                                                                     371,074         337,236
                                                                                   ---------       ---------
                                                                                   $ 493,946       $ 459,485
                                                                                   =========       =========

                               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 30, 2002   July 1, 2001
                                                                                 -------------   ------------

<S>                                                                                <C>             <C>
Food and beverage revenues...................................................      $  95,278       $  85,693
Games and merchandise revenues...............................................         46,255          40,979
Franchise fees and royalties.................................................            777             694
Interest income, including related party income of $100 and  $41,
   respectively..............................................................            106              51
                                                                                   ---------       ---------
                                                                                     142,416         127,417
                                                                                   ---------       ---------

Costs and expenses:
   Cost of sales.............................................................         64,012          58,215
   Selling, general and administrative expenses..............................         18,589          17,187
   Depreciation and amortization.............................................          9,520           8,303
   Interest expense..........................................................            256             597
   Other operating expenses..................................................         24,959          22,901
                                                                                   ---------       ---------
                                                                                     117,336         107,203
                                                                                   ---------       ---------

Income before income taxes...................................................         25,080          20,214

Income taxes.................................................................          9,757           7,883
                                                                                   ---------       ---------

Net income ..................................................................         15,323          12,331

Other comprehensive income, net of tax:
Foreign currency translation.................................................            139              25
                                                                                   ---------       ---------
Comprehensive income.........................................................      $  15,462       $  12,356
                                                                                   =========       =========


Earnings per share:
   Basic:
     Net income .............................................................      $     .55       $     .44
                                                                                   =========       =========
     Weighted average shares outstanding.....................................         27,800          27,945
                                                                                   =========       =========
   Diluted:
     Net income  ............................................................      $     .54       $     .43
                                                                                   =========       =========
     Weighted average shares outstanding.....................................         28,456          28,785
                                                                                   =========       =========



                                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 30, 2002   July 1, 2001
                                                                                 -------------   ------------
<S>                                                                                <C>             <C>
Food and beverage revenues...................................................      $ 210,119       $ 196,515
Games and merchandise revenues...............................................        103,205          92,356
Franchise fees and royalties.................................................          1,703           1,620
Interest income, including related party income of  $174 and $83,
   respectively..............................................................            182             134
                                                                                   ---------       ---------
                                                                                     315,209         290,625
                                                                                   ---------       ---------

Costs and expenses:
   Cost of sales.............................................................        137,703         126,682
   Selling, general and administrative expenses..............................         38,425          38,485
   Depreciation and amortization.............................................         18,673          16,589
   Interest expense..........................................................            549           1,307
   Other operating expenses..................................................         50,925          46,062
                                                                                   ---------       ---------
                                                                                     246,275         229,125
                                                                                   ---------       ---------

Income before income taxes...................................................         68,934          61,500

Income taxes.................................................................         26,815          23,985
                                                                                   ---------       ---------

Net income ..................................................................         42,119          37,515

Other comprehensive income (loss), net of tax:
Foreign currency translation.................................................            139             (54)
                                                                                   ---------       ---------
Comprehensive income.........................................................      $  42,258       $  37,461
                                                                                   =========       =========


Earnings per share:
   Basic:
     Net income .............................................................      $    1.51       $    1.34
                                                                                   =========       =========
     Weighted average shares outstanding.....................................         27,827          27,845
                                                                                   =========       =========
   Diluted:
     Net income  ............................................................      $    1.47       $    1.30
                                                                                   =========       =========
     Weighted average shares outstanding.....................................         28,503          28,672
                                                                                   =========       =========



                                    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.....................................        $ 195,574          35,325
   Stock options exercised........................................            5,463             278
   Net tax benefit from exercise of stock options.................            2,930
   Stock issued under 401(k) plan.................................              297               7
                                                                          ---------         -------
   Balance, June 30, 2002.........................................          204,264          35,610
                                                                          ---------         =======

Retained earnings:
   Balance, beginning of year.....................................          239,071
   Net income.....................................................           42,119
   Redeemable preferred stock accretion...........................              (45)
   Redeemable preferred stock dividend, $2.40 per share...........             (113)
                                                                          ---------
   Balance, June 30, 2002.........................................          281,032
                                                                          ---------

Accumulated other comprehensive loss:
   Balance, beginning of year.....................................             (178)
   Foreign currency translation...................................              139
                                                                          ---------
   Balance, June 30, 2002.........................................              (39)
                                                                          ---------

Treasury shares:
   Balance, beginning of year.....................................          (97,230)          7,586
   Treasury stock acquired........................................          (16,953)            365
                                                                          ---------         -------
   Balance, June 30, 2002.........................................         (114,183)          7,951
                                                                          ---------         =======

Total shareholders' equity........................................        $ 371,074
                                                                          =========













                           See notes to consolidated financial statements.


</TABLE>

<PAGE>
<TABLE>
<CAPTION>


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


                                                                                       Six Months Ended
                                                                                 ----------------------------
                                                                                 June 30, 2002   July 1, 2001

<S>                                                                                <C>             <C>
Operating activities:
   Net income ...............................................................      $  42,119       $  37,515
   Adjustments to reconcile net income to cash
     provided by operations:
   Depreciation and amortization.............................................         18,673          16,589
   Deferred income tax expense...............................................          7,858           2,521
   Tax benefit from exercise of stock options................................          2,930           3,827
   Other ...................................................................             476             401
   Net change in receivables, inventories, prepaids, payables and
     accrued liabilities.....................................................          7,433           2,496
                                                                                   ---------       ---------
         Cash provided by operations.........................................         79,489          63,349
                                                                                   ---------       ---------

Investing activities:
   Purchases of property and equipment.......................................        (51,377)        (54,451)
   Additions to notes receivable.............................................         (2,535)           (796)
   Payments received on notes receivable.....................................            689             833
   (Purchase)/sale of assets held for resale.................................            (98)          2,055
   Change in other assets....................................................           (107)              6
                                                                                   ---------       ---------
          Cash used in investing activities..................................        (53,428)        (52,353)
                                                                                   ---------       ---------

Financing activities:
   Payments on debt and line of credit.......................................        (10,559)         (8,466)
   Exercise of stock options ................................................          5,462           9,679
   Redeemable preferred stock dividends......................................           (113)           (116)
   Acquisition of treasury stock ............................................        (16,953)        (16,052)
   Other ....................................................................            274             126
                                                                                   ---------       ---------
         Cash used in financing activities...................................        (21,889)        (14,829)
                                                                                   ---------       ---------

Increase (decrease) in cash and cash equivalents ............................          4,172          (3,833)
Cash and cash equivalents, beginning of period...............................          3,682           7,300
                                                                                   ---------       ---------
Cash and cash equivalents, end of period.....................................      $   7,854       $   3,467
                                                                                   =========       =========









                                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 30, 2002 and July 1, 2001 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 30, 2001. Results
of  operations  for the  periods  ended  June 30,  2002 and July 1, 2001 are not
necessarily indicative of the results for the year.


2.   Earnings per common share:

     Earnings  per common  share were  computed  based on the  weighted  average
number of common and potential common shares  outstanding during the period. Net
income  available  per common share has been  adjusted  for the items  indicated
below,  and 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 30,       July 1,        June 30,       July 1,
                                                          2002          2001            2002          2001
                                                        --------      --------        --------     ---------
<S>                                                     <C>           <C>             <C>           <C>
Net income .........................................    $ 15,323      $ 12,331        $ 42,119      $ 37,515
Accretion of redeemable preferred stock.............         (23)          (25)           ( 45)          (51)
Redeemable preferred stock dividends................         (57)          (57)           (113)         (116)
                                                        --------      --------        --------      --------
Net income applicable to common shares..............    $ 15,243      $ 12,249        $ 41,961      $ 37,348
                                                        ========      ========        ========      ========

Basic:
    Weighted average common shares outstanding......      27,800        27,945          27,827        27,845
                                                        ========      ========        ========      ========

    Earnings per common share.......................    $    .55      $    .44        $   1.51      $   1.34
                                                        ========      ========        ========      ========

Diluted:
    Weighted average common shares outstanding......      27,800        27,945          27,827        27,845
    Potential common shares for stock options
        and stock grants............................         656           840             676           827
                                                        --------      --------        --------      --------
    Weighted average shares outstanding.............      28,456        28,785          28,503        28,672
                                                        ========      ========        ========      ========

    Earnings per common and potential
        common share................................    $    .54      $    .43        $   1.47      $   1.30
                                                        ========      ========        ========      ========

</TABLE>

<PAGE>


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

Results of Operations

Second Quarter 2002 Compared to Second Quarter 2001
---------------------------------------------------

     A summary of the results of  operations  of the Company as a percentage  of
revenues for the second quarters of 2002 and 2001 is shown below.

                                                         Three Months Ended
                                                    ---------------------------
                                                    June 30, 2002  July 1, 2001
                                                    -------------  ------------
     Revenues.......................................    100.0%        100.0%
                                                        -----         -----
     Costs and expenses:
        Cost of sales...............................     44.9          45.7
        Selling, general and administrative.........     13.1          13.5
        Depreciation and amortization...............      6.7           6.5
        Interest expense............................       .2            .5
        Other operating expenses....................     17.5          17.9
                                                        -----         -----
                                                         82.4          84.1
                                                        -----         -----
     Income before income taxes.....................     17.6          15.9
     Income taxes...... ............................      6.9           6.2
                                                        -----         -----
     Net income ....................................     10.7%          9.7%
                                                        =====         =====

     Revenues

     Revenues  increased  11.8% to $142.4  million in the second quarter of 2002
from $127.4  million in the second  quarter of 2001 due primarily to an increase
in the  number  of  Company-operated  restaurants  and an  increase  of  3.9% in
comparable store sales of the Company's Chuck E. Cheese's restaurants which were
open  during all of the  second  quarters  of 2002 and 2001.  During  2001,  the
Company opened 28 new  restaurants,  acquired two restaurants  from a franchisee
and closed four  restaurants.  During the first six months of 2002,  the Company
opened 13 new stores,  acquired three  restaurants  from a franchisee and closed
one  restaurant.  Management  believes  that the primary  factors  impacting the
comparable  store sales increase was the impact of remodel  initiatives  and the
shift in the Easter  holiday  into the first  quarter of this year.  Menu prices
increased 0.6% between the periods.

     Costs and Expenses

     Costs and  expenses as a percentage  of revenues  decreased to 82.4% in the
second quarter of 2002 from 84.1% in the second quarter of 2001.

     Cost of sales  decreased as a percentage of revenues to 44.9% in the second
quarter  of 2002 from  45.7% in the  comparable  period  of 2001.  Cost of food,
beverage and related supplies as a percentage of revenues  decreased to 12.3% in
the second  quarter of 2002 from 12.9% in the second  quarter of 2001  primarily
due to lower cheese costs.  Cost of games and  merchandise  decreased to 4.1% in
the second quarter of 2002 from 4.5% in the second quarter of 2001 due primarily
to buying  efficiencies.  Store  labor  expenses  as a  percentage  of  revenues
increased  to 28.5% in the  second  quarter  of 2002  from  28.3% in the  second
quarter of 2001  primarily  due to the  enactment  of higher  minimum  wage rate
standards in certain states and overall increases in wage rates.

     Selling,  general and  administrative  expenses as a percentage of revenues
decreased  to 13.1% in the  second  quarter  of 2002  from  13.5% in the  second
quarter of 2001 due primarily to a decrease in advertising expense.





<PAGE>



     Depreciation  and  amortization   expenses  as  a  percentage  of  revenues
increased to 6.7% in the second  quarter of 2002 from 6.5% in the second quarter
of 2001 primarily due to increased capital expenditures.

     Interest  expense as a  percentage  of  revenues  decreased  to 0.2% in the
second  quarter  of  2002  from  0.5% in the  second  quarter  of 2001  due to a
reduction in outstanding debt and reduced interest rates.

     Other operating  expenses decreased as a percentage of revenues to 17.5% in
the second  quarter of 2002 from 17.9% in the second  quarter of 2001  primarily
due to lower  utility  and rent  costs  that  were  partially  offset  by higher
insurance costs.

     The Company's  effective income tax rate was 38.9% in the second quarter of
2002 compared to 39.0% in the second quarter of 2001.

     Net Income

     The Company had net income of $15.3  million in the second  quarter of 2002
compared  to $12.3  million in the second  quarter of 2001 due to the changes in
revenues and expenses  discussed above. The Company's diluted earnings per share
increased to $.54 per share in the second quarter of 2002 from $.43 per share in
the second quarter of 2001.


First Six Months of 2002 Compared to First Six Months of 2001
-------------------------------------------------------------

     A summary of the results of  operations  of the Company as a percentage  of
revenues for the first six months of 2002 and 2001 is shown below.

                                                         Six Months Ended
                                                    ---------------------------
                                                    June 30, 2002  July 1, 2001
                                                    -------------  ------------
     Revenues...................................        100.0%        100.0%
                                                        -----         -----
     Costs and  expenses:
         Cost of sales..........................         43.6          43.6
         Selling, general and administrative....         12.2          13.2
         Depreciation and amortization..........          5.9           5.7
         Interest expense.......................           .2            .4
         Other operating expenses...............         16.2          15.9
                                                        -----         -----
                                                         78.1          78.8
                                                        -----         -----
     Income before income taxes.................         21.9          21.2
     Income taxes...... ........................          8.5           8.3
                                                        -----         -----
     Net income ................................         13.4%         12.9%
                                                        =====         =====

     Revenues

     Revenues  increased  8.5% to $315.2 million in the first six months of 2002
from $290.6 million in the first six months of 2001 primarily due an increase in
the number of  Company-operated  stores and an  increase  of 0.5% in  comparable
store  sales of the  Company's  Chuck E.  Cheese's  restaurants  which were open
during  all of the first six  months of both  2002 and 2001.  During  2001,  the
Company opened 28 new restaurants, acquired two restaurants from franchisees and
closed four restaurants. During the first six months of 2002, the Company opened
13 new restaurants,  acquired three restaurants from a franchisee and closed one
restaurant. Menu prices increased approximately 0.8% between the periods.

     Costs and Expenses

     Costs and  expenses as a percentage  of revenues  decreased to 78.1% in the
first six months of 2002 from 78.8% in the first six months of 2001.

<PAGE>


     Cost of sales  remained  constant as a  percentage  of revenues at 43.6% in
both the first six months of 2002 and 2001.  Cost of food,  beverage and related
supplies as a percentage of revenues  decreased to 12.4% in the first six months
of 2002 from 12.6% in the second quarter of 2001 due to lower cheese costs. Cost
of games and merchandise  decreased to 4.1% in the first six months of 2002 from
4.5% in the first six  months of 2001 due to buying  efficiencies.  Store  labor
expenses as a percentage of revenues increased to 27.1% in the second quarter of
2002 from 26.5% in the first six months of 2001  primarily  due to the enactment
of higher minimum wage rate standards in certain states and overall increases in
wage rates.

     Selling,  general and  administrative  expenses as a percentage of revenues
decreased  to 12.2% in the first six  months of 2002 from 13.2% in the first six
months of 2001 due to a reduction in advertising  expense and corporate overhead
costs.

     Depreciation  and  amortization   expenses  as  a  percentage  of  revenues
increased  to 5.9% in the  first  six  months of 2002 from 5.7% in the first six
months of 2001 primarily due to increased capital expenditures.

     Interest  expense as a  percentage  of  revenues  was 0.2% in the first six
months of 2002 compared to 0.4% in the first six months of 2001 primarily due to
a reduction in debt outstanding and reduced interest rates.

     Other operating  expenses increased as a percentage of revenues to 16.2% in
the  first  six  months  of 2002  from  15.9% in the  first  six  months of 2001
primarily  due  to  higher  insurance   costs.   Insurance   expense   increased
approximately $3.2 million in the first six months of 2002 compared to the first
six months of 2001 due to several factors including higher premiums,  claim loss
experience and medical costs.

     The Company's  effective  income tax rate was 38.9% in the first six months
of 2002 compared to 39.0% in the first six months of 2001.

     Net Income

     The Company had net income of $42.1 million in the first six months of 2002
compared to $37.5  million in the first six months of 2001 due to the changes in
revenues and expenses  discussed above. The Company's diluted earnings per share
increased  13.1% to $1.47 per share in the first six months of 2002  compared to
$1.30 per share in the first six months of 2001.


Financial Condition, Liquidity and Capital Resources

     Cash  provided by  operations  increased to $79.5  million in the first six
months  of 2002 from  $63.3  million  in the  comparable  period  of 2001.  Cash
outflows from  investing  activities for the first six months of 2002 were $53.4
million primarily related to capital expenditures.  Cash outflows from financing
activities for the first six months of 2002 were $21.9 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 2002, the Company plans to add 32 to 36 stores  including new stores and
acquisitions  of  existing  stores  from  franchisees.   The  Company  currently
anticipates  its cost of opening such new stores to average  approximately  $2.1
million per store which will vary depending upon many factors including the size
of the stores and whether the Company  acquires  land or the store is an in-line
or freestanding  building.  In smaller demographic markets, the Company plans to
open stores  with less retail  space and lower  capital  costs than  traditional
stores.  The Company  believes its smaller  market  strategy  could increase the
number of development  opportunities  by at least 200 stores.  In June 2002, the
Company  opened its first smaller market store with  approximately  6,100 square
feet in Waco,  Texas at a capital  cost of  approximately  $770,000.  During the
first six months of 2002,  the Company  opened 13 new  restaurants  and acquired
three restaurants from a franchisee.


<PAGE>



     In addition to such new store openings, the Company plans to complete Phase
III upgrades in 125 to 130 stores this year at an average cost of  approximately
$200,000 per store.  A Phase III upgrade  generally  includes a new toddler play
area,  skill games and rides,  kiddie  games and rides,  sky-tube  enhancements,
prize  area  enhancements  and kid  check  enhancements.  The  Company  plans to
initiate a Phase IV upgrade plan in the last half of 2002 in the Chicago market.
The primary  components of a Phase IV upgrade include additional games and rides
and a games rotation program between stores. The game portion of this remodel is
anticipated  to have a capital  cost of  approximately  $50,000 per store,  with
other components of the remodel  potentially  including a new menu board,  guest
order  counter   improvements,   salad  bar  enhancements  and  decor,   costing
approximately  $25,000.  During  the  first  six  months  of 2002,  the  Company
completed Phase III upgrades in 68 restaurants.  The Company currently estimates
that  capital  expenditures  in  2002,  including  expenditures  for  new  store
openings,  existing store expansions and equipment investments,  will be $105 to
$110 million.  The Company plans to finance these expenditures through cash flow
from operations and borrowings under the Company's line of credit.

     In July 2002, the Company  announced it had completed a $25 million plan to
repurchase  shares  of the  Company's  common  stock  approved  in July 2001 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.  Beginning in
1993 through June 2002,  the Company has  repurchased  6.8 million shares of the
Company's  common  stock on the open market at an  aggregate  purchase  price of
approximately $109.4 million.

     The Company's credit facility  consists of a $75 million  revolving line of
credit  which  matures  in July  2003.  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 1% to 1.75%. Currently, any borrowings under
this line of credit  would be at the prime rate or LIBOR plus 1%. As of June 30,
2002,  there was $41.0  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 agreements.

     Certain statements in this report, other than historical  information,  may
be considered forward-looking statements within the meaning of the "safe harbor"
provisions  of the  Private  Securities  Litigation  Reform Act of 1995,  and is
subject to various risks,  uncertainties and assumptions.  Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect,  actual  results  may differ  from those  anticipated,  estimated  or
expected.  Among the key factors that may have a direct bearing on the Company's
operating  results,  performance  or  financial  condition  are its  ability  to
implement  its  growth  strategies,   national,   regional  and  local  economic
conditions affecting the restaurant/entertainment  industry,  competition within
each of the restaurant and  entertainment  industries,  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>


                           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 of the County of Los Angeles.  On July
27, 2000,  the lawsuit was removed to the United States  District  Court for the
Central District of California.  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 state wage and hour
laws involving unpaid overtime wages and seeks an unspecified amount in damages.
On July 31, 2001, the Court denied Plaintiff's  motion for class  certification.
The Court  subsequently  granted  Plaintiff's  motion to amend the  complaint by
adding  a  second  party to the  lawsuit.  On June 5,  2002,  the  Court  denied
Plaintiff's motion for class certification based upon the amended complaint.  On
June 25, 2002,  Plaintiff filed a motion for  reconsideration of the Court's two
orders denying class certification.  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.

     On June 26, 2002, a purported  class  action  lawsuit  against the Company,
entitled  Michelle  Sajetowski v. CEC  Entertainment,  Inc.,  et al.,  Cause No.
("Sajetowski"),  was filed in the Court of Common Pleas,  Cayahoga County, Ohio.
The lawsuit was filed by one former restaurant  manager  purporting to represent
restaurant  managers of the Company in Ohio. The lawsuit  alleges  violations of
the  state  wage and hour  laws  involving  unpaid  overtime  wages and seeks an
unspecified amount in damages. 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 9,  2002,  at the  Company's  annual  meeting of  shareholders,  the
Company's  shareholders  re-elected  Richard T.  Huston,  Cynthia I. Pharr,  and
Raymond E.  Wooldridge  to serve the Company as directors.  The following  votes
were cast with respect to the election of these directors:

                                               For            Withheld
         Richard T. Huston                  25,273,624         254,972
         Cynthia I. Pharr                   25,063,512         465,084
         Raymond E. Wooldridge              25,063,599         464,997

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



<PAGE>


     The shareholders  also approved an amendment to the Incentive Bonus Program
("Bonus Plan") for eligible employees of the Company (excluding field operators)
to  receive  a bonus  as a  percentage  of  their  gross  base  salary  during a
particular  fiscal year. New hires of the Company who are below management level
must be  full-time  and  employed  by April the 1st of a  particular  year to be
eligible for a bonus for such year. New hires who are management level and above
will have their bonus  prorated  based on their hire date.  If an  individual is
promoted  during the year, his or her bonus will be prorated based upon the time
and salary at each  level.  The bonuses  will be an amount  equal to a specified
percentage of the eligible  employee's gross base salary.  Under the Bonus Plan,
the Compensation  Committee (which  administers the Bonus Plan) will establish a
Bonus Potential for each eligible  employee no later than March 15 of the fiscal
year for which the Bonus Potential is determined.  For 2002 and thereafter,  the
Bonus  Potential  may range from a high of 200% of gross base salary to a low of
2% of gross base salary.

     Employees will receive a Bonus Payout if the Company's  actual increases in
comparable store sales and net income reach certain target increases established
by the Compensation  Committee.  The  Compensation  Committee will determine the
target  increases  for the fiscal  year not later than March 15. The  comparable
store  sales  growth  target  will be based upon the number of Company  operated
stores that were open at least 18 months at the  beginning  of the fiscal  year.
The net income  target will be based upon the after tax  earnings of the Company
adjusted to exclude the after-tax  expense of any interest  expense incurred due
to the purchase of Company's shares during the fiscal year. The employee's Bonus
Payout will be equal to their gross base  salary,  times their Bonus  Potential,
times a Sales Multiplier,  times a Profit Multiplier.  The Sales Multiplier will
be the number one if the target increase in comparable stores sales is attained.
Likewise, the Profit Multiplier will be the number one if the target increase in
net income is attained. The Sales Multiplier and Profit Multiplier will be lower
or higher than the number one if the increase in comparable  store sales and net
income is lower or higher, respectively, than the targeted increase. In no event
will a bonus be paid unless certain minimum  increases in comparable store sales
and net income  established  by the  Compensation  Committee are  attained.  The
Compensation Committee may adjust the bonus calculation for any material unusual
transactions that occur outside of the normal, regular course of business.

     The votes cast with  respect to this  proposal to  authorize  an  incentive
bonus program for eligible employees of the Company were as follows:

           For            Against         Abstain            No Vote
        24,379,509       1,125,986         23,101                0

     The shareholders also approved 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 4,387,500 to 5,787,500.  The votes cast with
respect to this proposal to authorize an amendment to the Employees Plan were as
follows:

           For            Against         Abstain            No Vote
        21,966,910       3,541,702         19,984                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

          None.

     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, 2002                     By:  /s/ Rodney Carter
                                           -------------------------------------
                                           Rodney Carter
                                           Executive Vice President,
                                           Chief Financial Officer and Treasurer