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


                                    FORM 10-Q


(Mark One)

     |X|  Quarterly  report  pursuant  to Section 13 or 15(d) of the  Securities
          Exchange  Act of 1934 for the  quarterly  period ended  September  30,
          2001.

     |_|  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  September  30,  2001,   an  aggregate  of  27,879,529   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 amounts)

                                                                          September 30,  December 31,
                                                                               2001          2000
                                                                          -------------  ------------
                                                                           (unaudited)
<S>                                                                          <C>          <C>
 ASSETS
Current assets:
   Cash and cash equivalents .............................................   $  13,234    $   7,300
   Accounts receivable ...................................................       5,669       12,778
   Inventories ...........................................................      11,407        8,436
   Prepaid expenses ......................................................       4,301        4,419
   Deferred tax asset ....................................................       1,205        1,205
   Assets held for resale ................................................                    4,211
                                                                             ---------    ---------
     Total current assets ................................................      35,816       38,349
                                                                             ---------    ---------

Property and equipment, net ..............................................     387,251      338,408
                                                                             ---------    ---------

Assets held for resale ...................................................       2,155
                                                                             ---------    ---------

Notes receivable from related party ......................................       2,912        1,526
                                                                             ---------    ---------

Other assets .............................................................      15,293       11,092
                                                                             ---------    ---------
                                                                             $ 443,427    $ 389,375
                                                                             =========    =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Current portion of long-term debt .....................................   $     116    $   6,102
   Accounts payable and accrued liabilities ..............................      41,632       38,616
                                                                             ---------    ---------
        Total current liabilities ........................................      41,748       44,718
                                                                             ---------    ---------

Long-term debt, less current portion .....................................      44,224       47,030
                                                                             ---------    ---------

Deferred rent ............................................................       3,390        3,491
                                                                             ---------    ---------

Deferred tax liability ...................................................      16,947        7,708
                                                                             ---------    ---------

Other liabilities ........................................................       1,725        1,725
                                                                             ---------    ---------

Commitments and contingencies

Redeemable preferred stock, $60 par value, redeemable for $2,888 in 2005 .       2,460        2,431
                                                                             ---------    ---------

Shareholders' equity:
   Common stock, $.10 par value; authorized 100,000,000 shares; 35,267,935
        and 34,585,454 shares issued, respectively .......................       3,527        3,459
   Capital in excess of par value ........................................     191,021      177,828
   Retained earnings .....................................................     228,695      175,217
   Accumulated other comprehensive loss ..................................        (147)         (30)
   Less treasury shares of 7,388,406 and 7,039,506, respectively, at cost      (90,163)     (74,202)
                                                                             ---------    ---------
                                                                               332,933      282,272
                                                                             ---------    ---------
                                                                             $ 443,427    $ 389,375
                                                                             =========    =========
</TABLE>

                 See notes to consolidated financial statements.


<PAGE>
<TABLE>
<CAPTION>


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

                                                                                            Three Months Ended
                                                                                    -------------------------------
                                                                                    Sep. 30, 2001      Oct. 1, 2000
                                                                                    -------------      ------------
<S>                                                                                     <C>                <C>
Food and beverage revenues...................................................           $  94,466          $ 85,450
Games and merchandise revenues...............................................              46,535            44,032
Franchise fees and royalties.................................................                 747               782
Interest income, including related party income of $37 and  $25,
   respectively..............................................................                  73                37
                                                                                        ---------          --------
                                                                                          141,821           130,301
                                                                                        ---------          --------

Costs and expenses:
   Cost of sales.............................................................              62,855            57,295
   Selling, general and administrative expenses..............................              18,497            17,727
   Depreciation and amortization.............................................               8,745             8,787
   Interest expense..........................................................                 410               832
   Other operating expenses..................................................              24,736            20,731
                                                                                        ---------         ---------
                                                                                          115,243           105,372
                                                                                        ---------         ---------

Income before income taxes...................................................              26,578            24,929

Income taxes.................................................................              10,365             9,672
                                                                                        ---------         ---------

Net income ..................................................................              16,213            15,257

Other comprehensive income, net of tax:
   Foreign currency translation..............................................                 (63)                7
                                                                                        ---------         ---------
Comprehensive income.........................................................           $  16,150         $  15,264
                                                                                        =========         =========


Earnings per share:
   Basic:
     Net income .............................................................           $     .58         $     .56
                                                                                        =========         =========
     Weighted average shares outstanding.....................................              27,878            27,004
                                                                                        =========         =========
   Diluted:
     Net income  ............................................................           $     .57         $     .55
                                                                                        =========         =========
     Weighted average shares outstanding.....................................              28,466            27,818
                                                                                        =========         =========


</TABLE>

                 See notes to consolidated financial statements.



<PAGE>
<TABLE>
<CAPTION>


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

                                                                                              Nine Months Ended
                                                                                      ------------------------------
                                                                                      Sep. 30, 2001     Oct. 1, 2000
                                                                                      -------------     ------------
<S>                                                                                     <C>               <C>
Food and beverage revenues...................................................           $ 290,981         $ 257,933
Games and merchandise revenues...............................................             138,891           130,062
Franchise fees and royalties.................................................               2,367             2,536
Interest income, including related party income of  $120 and $74,
   respectively..............................................................                 207               150
                                                                                        ---------         ---------
                                                                                          432,446           390,681
                                                                                        ---------         ---------

Costs and expenses:
   Cost of sales.............................................................             189,537           172,760
   Selling, general and administrative expenses..............................              56,982            54,662
   Depreciation and amortization.............................................              25,334            25,005
   Interest expense..........................................................               1,717             2,473
   Other operating expenses..................................................              70,798            60,453
                                                                                        ---------         ---------
                                                                                          344,368           315,353
                                                                                        ---------         ---------

Income before income taxes...................................................              88,078            75,328

Income taxes.................................................................              34,350            29,226
                                                                                        ---------         ---------

Net income ..................................................................              53,728            46,102

Other comprehensive income, net of tax:
   Foreign currency translation..............................................                (117)              (56)
                                                                                        ---------         ---------
Comprehensive income.........................................................           $  53,611         $  46,046
                                                                                        =========         =========


Earnings per share:
   Basic:
     Net income .............................................................           $    1.92         $    1.71
                                                                                        =========         =========
     Weighted average shares outstanding.....................................              27,826            26,886
                                                                                        =========         =========
   Diluted:
     Net income  ............................................................           $    1.87         $    1.66
                                                                                        =========         =========
     Weighted average shares outstanding.....................................              28,570            27,690
                                                                                        =========         =========
</TABLE>



                 See notes to consolidated financial statements.




<PAGE>

<TABLE>
<CAPTION>


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


                                                                                         Amounts           Shares
                                                                                        ---------         ---------
<S>                                                                                     <C>               <C>
Common stock and capital in excess of par value:
   Balance, beginning of year..............................................             $ 181,287            34,585
   Stock options exercised.................................................                 9,804               728
   Net tax benefit from exercise of stock options..........................                 3,891
    Stock issued under 401(k) plan.........................................                   176                 5
 Treasury shares retired...................................................                  (610)              (50)
                                                                                        ---------         ---------
   Balance, September 30, 2001.............................................               194,548            35,268
                                                                                        ---------         =========

Retained earnings:
   Balance, beginning of year..............................................               175,217
   Net income..............................................................                53,728
   Redeemable preferred stock accretion....................................                   (77)
   Redeemable preferred stock dividend, $3.60 per share....................                  (173)
                                                                                        ---------
   Balance, September 30, 2001.............................................               228,695
                                                                                        ---------

Accumulated other comprehensive loss:
   Balance, beginning of year..............................................                   (30)
   Foreign currency translation............................................                  (117)
                                                                                        ---------
   Balance, September 30, 2001.............................................                  (147)
                                                                                        ---------

Treasury shares:
   Balance, beginning of year..............................................               (74,202)            7,040
   Treasury stock acquired.................................................               (16,571)              398
 Treasury shares retired...................................................                   610               (50)
                                                                                        ---------         ---------
   Balance, September 30, 2001.............................................               (90,163)            7,388
                                                                                        ---------         =========

Total shareholder's equity.................................................             $ 332,933
                                                                                        =========




</TABLE>











                 See notes to consolidated financial statements.



<PAGE>

<TABLE>
<CAPTION>

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


                                                                                              Nine Months Ended
                                                                                      -------------------------------
                                                                                      Sep. 30, 2001      Oct. 1, 2000
                                                                                      -------------      ------------
<S>                                                                                      <C>               <C>
Operating activities:
   Net income ...............................................................            $ 53,728          $ 46,102
   Adjustments to reconcile net income to cash provided
     by operations:
   Depreciation and amortization.............................................              25,334            25,005
   Deferred income tax expense...............................................               9,239             2,786
   Tax benefit from exercise of stock options and stock grants...............               3,891             1,431
   Compensation expense under stock grant plan...............................                                   571
   Other ...................................................................                  527              (842)
   Net change in receivables, inventories, prepaids, payables and
     accrued liabilities.....................................................               7,272             4,488
                                                                                         --------          --------
         Cash provided by operations.........................................              99,991            79,541
                                                                                         --------          --------

Investing activities:
   Purchases of property and equipment.......................................             (75,511)          (64,492)
   Disposition of property and equipment.....................................                 297               835
   Additions to notes receivable.............................................              (2,561)           (1,524)
   Payments received on notes receivable.....................................               1,175               554
   (Increase) decrease in assets held for resale and other assets............              (1,736)            4,550
                                                                                         ---------         --------
         Cash used in investing activities...................................             (78,336)          (60,077)
                                                                                         ---------         --------

Financing activities:
   Payments on debt .........................................................              (8,793)           (3,849)
   Exercise of stock options ................................................               9,804             3,826
   Redeemable preferred stock dividends......................................                (173)             (178)
   Purchase of treasury stock ...............................................             (16,571)           (5,980)
   Other ....................................................................                  12                83
                                                                                         --------          --------
         Cash used in financing activities...................................             (15,721)           (6,098)
                                                                                         --------          --------

Increase in cash and cash equivalents .......................................               5,934            13,366
Cash and cash equivalents, beginning of period...............................               7,300             2,731
                                                                                         --------          --------
Cash and cash equivalents, end of period.....................................            $ 13,234          $ 16,097
                                                                                         ========          ========

</TABLE>








                 See notes to consolidated financial statements.


<PAGE>


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


1.    Interim financial statements:

     In the opinion of management, the accompanying financial statements for the
periods  ended  September  30, 2001 and October 1, 2000 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 31, 2000. Results
of operations  for the periods ended  September 30, 2001 and October 1, 2000 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      Nine Months Ended
                                                 --------------------    --------------------
                                                 Sep. 30,     Oct. 1,    Sep. 30,     Oct. 1,
                                                   2001        2000        2001        2000
                                                 --------    --------    --------    --------
<S>                                              <C>         <C>         <C>         <C>
Net income ...................................   $ 16,213    $ 15,257    $ 53,728    $ 46,102
Accretion of redeemable preferred stock ......        (26)        (27)        (77)        (78)
Redeemable preferred stock dividends .........        (57)        (59)       (173)       (178)
                                                 --------    --------    --------    --------
Adjusted income applicable to common shares ..   $ 16,130    $ 15,171    $ 53,478    $ 45,846
                                                 ========    ========    ========    ========

Basic:
    Weighted average common shares outstanding     27,878      27,004      27,826      26,886
                                                 ========    ========    ========    ========

    Earnings per common share ................   $    .58    $    .56    $   1.92    $   1.71
                                                 ========    ========    ========    ========

Diluted:
    Weighted average common shares outstanding     27,878      27,004      27,826      26,886
    Potential common shares for stock options
        and stock grants .....................        588         814         744         804
                                                 --------    --------    --------    --------
    Weighted average shares outstanding ......     28,466      27,818      28,570      27,690
                                                 ========    ========    ========    ========

    Earnings per common and potential
        common share .........................   $    .57    $    .55    $   1.87    $   1.66
                                                 ========    ========    ========    ========

</TABLE>

<PAGE>


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

Results of Operations

Third Quarter 2001 Compared to Third Quarter 2000

     A summary of the results of  operations  of the Company as a percentage  of
revenues for the third quarters of 2001 and 2000 is shown below.

                                                 Three Months Ended
                                           ------------------------------
                                           Sep. 30, 2001     Oct. 1, 2000
                                           -------------     ------------
     Revenues .............................    100.0%           100.0%
                                               -----            -----
     Costs and expenses:
        Cost of sales .....................     44.3             44.0
        Selling, general and administrative     13.0             13.6
        Depreciation and amortization .....      6.3              6.8
        Interest expense ..................       .3               .6
        Other operating expenses ..........     17.4             15.9
                                               -----            -----
                                                81.3             80.9
                                               -----            -----
     Income before income taxes ...........     18.7             19.1
     Income tax expense ...................      7.3              7.4
                                               -----            -----
     Net income ...........................     11.4%            11.7%
                                               =====            =====

     Revenues

     Revenues increased 8.8% to $141.8 million in the third quarter of 2001 from
$130.3  million in the third quarter of 2000 due primarily to an increase in the
number of Company-operated  restaurants.  During 2000, the Company opened 31 new
restaurants and closed one restaurant. During the first nine months of 2001, the
Company opened 19 new stores,  acquired two  restaurants  from  franchisees  and
closed  three  restaurants.  Comparable  store sales of the  Company's  Chuck E.
Cheese's  restaurants  which were open during all of the third  quarters of 2001
and 2000 increased .5%. Menu prices increased 3.3% between the periods.

     Costs and Expenses

     Costs and  expenses as a percentage  of revenues  increased to 81.3% in the
third quarter of 2001 from 80.9% in the third quarter of 2000.

     Cost of sales  increased as a percentage  of revenues to 44.3% in the third
quarter  of 2001 from  44.0% in the  comparable  period  of 2000.  Cost of food,
beverage and related supplies as a percentage of revenues  increased to 13.0% in
the third quarter of 2001 from 12.9% in the third quarter of 2000  primarily due
to higher  cheese  costs  which were  partially  offset by the  increase in menu
prices.  Cost of games and merchandise as a percentage of revenues  decreased to
4.4% in the third  quarter  of 2001 from 4.8% in the third  quarter  of 2000 due
primarily  to  adjusted  prize  ticket  categories.  Store  labor  expenses as a
percentage  of  revenues  increased  to 26.9% in the third  quarter of 2001 from
26.3% in the third quarter of 2000 primarily due to higher average wage rates.

     Selling,  general and  administrative  expenses as a percentage of revenues
decreased to 13.0% in the third  quarter of 2001 from 13.6% in the third quarter
of 2000 due primarily to a decrease in corporate overhead costs.

     Depreciation  and  amortization   expenses  as  a  percentage  of  revenues
decreased to 6.3% in the third quarter of 2001 from 6.8% in the third quarter of
2000 primarily due to a change in selected  depreciable lives.  During the first
quarter of 2001,  the estimated  remaining  useful lives of certain fixed assets
were changed based on a review of historical asset  utilization.  This change in
estimate  resulted  in a  reduction  of  depreciation  expense of  approximately
$550,000 or $.01 per share after income taxes in the third quarter of 2001.
<PAGE>

     Interest expense as a percentage of revenues  decreased to .3% in the third
quarter  of 2001 from .6% in the third  quarter  of 2000 due to a  reduction  in
outstanding debt and interest rates.

     Other operating  expenses increased as a percentage of revenues to 17.4% in
the third quarter of 2001 from 15.9% in the third quarter of 2000  primarily due
to higher  insurance  costs,  utility  expenses and rent  expense.  In the third
quarter  of  2001  based  on  recent  claim  experience,  the  Company  recorded
additional insurance loss reserves totaling approximately $600,000.

     The Company's  effective  income tax rate was 39.0% in the third quarter of
2001  compared  to 38.8% in the third  quarter of 2000  primarily  due to higher
estimated state tax rates.

     Net Income

     The  Company had net income of $16.2  million in the third  quarter of 2001
compared  to $15.3  million in the third  quarter of 2000 due to the  changes in
revenues and expenses  discussed above. The Company's diluted earnings per share
increased to $.57 per share in the third  quarter of 2001 from $.55 per share in
the third quarter of 2000.


First Nine Months of 2001 Compared to First Nine Months of 2000
---------------------------------------------------------------

     A summary of the results of  operations  of the Company as a percentage  of
revenues for the first nine months of 2001 and 2000 is shown below.

                                                   Nine Months Ended
                                             ------------------------------
                                             Sep. 30, 2001     Oct. 1, 2000
                                             -------------     ------------
     Revenues ..............................     100.0%           100.0%
                                                 -----            -----
     Costs and  expenses:
        Cost of sales .....................       43.7             44.2
        Selling, general and administrative       13.2             14.0
        Depreciation and amortization .....        5.9              6.4
        Interest expense ..................         .4               .6
        Other operating expenses ..........       16.4             15.5
                                                 -----            -----
                                                  79.6             80.7
                                                 -----            -----
     Income before income taxes ............      20.4             19.3
     Income tax expense ....................       7.9              7.5
                                                 -----            -----
     Net income ............................      12.5%            11.8%
                                                 =====            =====

     Revenues

     Revenues increased 10.7% to $432.4 million in the first nine months of 2001
from $390.7  million in the first nine months of 2000  primarily due an increase
in the  number  of  Company-operated  restaurants  and an  increase  of  2.0% in
comparable store sales of the Company's Chuck E. Cheese's restaurants which were
open during all of the first nine months of both 2001 and 2000. During 2000, the
Company opened 31 new restaurants  and closed one  restaurant.  During the first
nine  months of 2001,  the  Company  opened  19 new  restaurants,  acquired  two
restaurants from franchisees and closed three restaurants. Menu prices increased
approximately 2.8% between the periods.

     Costs and Expenses

     Costs and  expenses as a percentage  of revenues  decreased to 79.6% in the
first nine months of 2001 from 80.7%in the first nine months of 2000.
<PAGE>

     Cost of sales  decreased as a percentage  of revenues to 43.7% in the first
nine months of 2001 from 44.2% in the comparable  period of 2000.  Cost of food,
beverage and related supplies as a percentage of revenues  increased slightly to
12.8% in the first  nine  months  of 2001  compared  to 12.7% in the first  nine
months of 2000.  The impact of higher  cheese  costs was  largely  offset by the
increase in  comparable  store sales and the  increase in menu  prices.  Cost of
games and  merchandise  decreased  to 4.4% in the first nine months of 2001 from
5.1% in the first nine months of 2000 due to adjusted  prize ticket  categories.
Store labor expenses as a percentage of revenues increased to 26.5% in the first
nine  months of 2001 from 26.4% in the first  nine  months of 2000 due to higher
minimum wage requirements in several states.

     Selling,  general and  administrative  expenses as a percentage of revenues
decreased to 13.2% in the first nine months of 2001 from 14.0% in the first nine
months of 2000 due a reduction in corporate overhead expenses.

     Depreciation  and  amortization   expenses  as  a  percentage  of  revenues
decreased  to 5.9% in the first nine  months of 2001 from 6.4% in the first nine
months of 2000 primarily due to a change in selected  depreciable lives.  During
the first quarter of 2001, the estimated remaining useful lives of certain fixed
assets were changed  based on a review of  historical  asset  utilization.  This
change  in  estimate  resulted  in  a  reduction  of  depreciation   expense  of
approximately  $1.6  million or $.03 per share after  income  taxes in the first
nine months of 2001.

     Interest  expense as a  percentage  of  revenues  was .4% in the first nine
months of 2001 compared to .6% in the first nine months of 2000 primarily due to
a reduction in debt outstanding and interest rates.

     Other operating  expenses increased as a percentage of revenues to 16.4% in
the  first  nine  months of 2001 from  15.5% in the  first  nine  months of 2000
primarily due to higher insurance costs, utility expenses and rent expense.

     The Company's  effective income tax rate was 39.0% in the first nine months
of 2001  compared  to 38.8% in the first nine  months of 2000  primarily  due to
higher estimated state tax rates.

     Net Income

     The  Company  had net income of $53.7  million in the first nine  months of
2001  compared  to $46.1  million  in the first  nine  months of 2000 due to the
changes in revenues and expenses discussed above. The Company's diluted earnings
per share  increased  12.7% to $1.87 per share in the first nine  months of 2001
compared to $1.66 per share in the first nine months of 2000.


Financial Condition, Liquidity and Capital Resources

     Cash provided by operations  increased to $100.0  million in the first nine
months  of 2001 from  $79.5  million  in the  comparable  period  of 2000.  Cash
outflows from investing  activities for the first nine months of 2001 were $78.3
million primarily related to capital expenditures.  Cash outflows from financing
activities  for the  first  nine  months of 2001 were  $15.7  million  primarily
related to  repayment  of  borrowings  on the  Company's  line of credit and the
repurchase  of the  Company's  common stock net of proceeds from the exercise of
stock options.  The Company's  primary  requirements  for cash relate to planned
capital  expenditures,  the  repurchase of the  Company's  common stock and debt
service.  The Company expects that it will satisfy such  requirements  from cash
provided by operations  and, if  necessary,  funds  available  under its line of
credit.

     In 2001, the Company plans to add 30 to 34 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  $1.8
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 addition to such new store openings,  the
Company plans to expand the seating  capacity of 6 to 7 high sales volume stores
in 2001,  including stores which will receive an enhanced showroom package.  The
Company also plans to complete  Phase III upgrades in  approximately  100 to 110
stores this year at an average  cost of  approximately  $220,000 to $230,000 per
store.  A Phase III upgrade  generally  includes a new toddler play area,  skill
games and rides, kiddie games and rides, sky-tube  enhancements,  and prize area
enhancements  with  ticket  counting  machines.  During the first nine months of
2001,  the Company  opened 19 new  restaurants,  acquired two  restaurants  from
franchisees,  expanded 5  restaurants  and  completed  Phase III  upgrades in 81
restaurants.  The Company currently estimates that capital expenditures in 2001,

<PAGE>

including  expenditures  for new store openings,  existing store  expansions and
equipment investments,  will be approximately $105 million. The Company plans to
finance these  expenditures  through cash flow from  operations  and  borrowings
under the Company's line of credit.

     In 1999, the Company  announced  that it planned to purchase  shares of the
Company's common stock at an aggregate  purchase price of up to $25 million.  In
July 2001,  the Company  announced  completion  of this plan and  approval of an
additional plan to purchase shares of the Company's common stock at an aggregate
purchase  price of up to $25  million.  As of November 9, 2001,  the Company has
purchased  shares  of  its  common  stock  at an  aggregate  purchase  price  of
approximately $2.5 million.

     The Company's  credit  facilities  consist of a $75 million line of credit.
Interest  under the $75 million 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  November  9,  2001,  there was $36.0
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 restaurants and entertainment  industries,  success of its franchise
operations, negative publicity, fluctuations in quarterly results of operations,
including seasonality and government regulations.


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  the   Plaintiff's   motion  for  class
certification.  On  October  15,  2001,  Plaintiff  filed a motion  to amend the
complaint  requesting the addition of a second party to the lawsuit. On November
2, 2001, the Court granted Plaintiff's motion to amend. The Company believes the
lawsuit is without merit and intends to vigorously defend it.

Item 2.  Changes in Securities.

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


Item 3.  Defaults Upon Senior Securities.

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


Item 4.  Other Information.

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


Item 5.  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: November 13, 2001        By:   s/ Rodney Carter
                                   ------------------------------------
                                     Rodney Carter
                                     Executive Vice President, Chief
                                     Financial Officer and Treasurer