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


                                   FORM 10-Q/A
                                (Amendment No. 2)

(Mark One)

     |X|  Quarterly  report  pursuant  to Section 13 or 15(d) of the  Securities
          Exchange  Act of 1934 for the  quarterly  period ended March 28, 2004.


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

                        Commission File Number 001-13587


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


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


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


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


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

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

     At May 5, 2004,  an  aggregate  of  37,353,604  shares of the  registrant's
Common  Stock,  par value of $.10 each  (being  the  registrant's  only class of
common stock), were outstanding.




<PAGE>


                                EXPLANATORY NOTE

     As previously  disclosed in a Form 8-K filed on March 2, 2005,  following a
review of its lease-related  accounting policies,  CEC Entertainment,  Inc. (the
"Company")  determined  that it was  appropriate  to adjust its prior  financial
statements  (the  "Restatement")  to correct  certain errors in those  financial
statements  relating to the computation of depreciation,  lease  classification,
straight-line rent expense and the related deferred liability.

     Historically,  when accounting for leases,  the Company has depreciated its
leasehold  improvements  over a  period  equal  to  the  lesser  of the  initial
non-cancelable  lease term plus periods of expected renewal,  or the useful life
of the assets.  The periods of expected renewal included option periods provided
for in the  lease  and  any  additional  periods  that  the  Company  considered
reasonably assured of exercising or acquiring.  When determining whether each of
its  leases  was an  operating  lease or a capital  lease  and when  calculating
straight-line rent expense,  the Company used the initial  non-cancelable  lease
term commencing  when the obligation to make current rent payments began.  Funds
received  from the lessor  intended  to  reimburse  the  Company for the cost of
leasehold improvements were netted against the amount recorded for the leasehold
improvement.

     Following  an  extensive  analysis  of its  lease  and  related  accounting
policies,  the Company  has now  determined  to use a  consistent  lease  period
(generally,  the initial non-cancelable lease term plus renewable option periods
provided  for in the lease  that can be  reasonably  assured)  when  calculating
depreciation of leasehold  improvements  and in determining  straight-line  rent
expense  and  classification  of its  leases as either an  operating  lease or a
capital lease.  The lease term and  straight-line  rent expense will commence on
the date when the Company takes  possession  and has the right to control use of
the leased  premises.  Funds received from the lessor  intended to reimburse the
Company for the cost of  leasehold  improvements  will be recorded as a deferred
credit  resulting from a lease  incentive and amortized over the lease term as a
reduction to rent expense. As a result, the accompanying  condensed consolidated
financial  statements have been restated from the amounts previously reported to
incorporate  the  effects  of these  policies.  See  Note 2 to the  consolidated
financial statements.

     This  amendment No. 2 on Form 10-Q/A to the Company's  quarterly  report on
Form 10-Q for the fiscal  quarter  ended  March 28,  2004  ("Original  Filing"),
initially  filed with the Securities and Exchange  Commission  ("SEC") on May 6,
2004,  is being  filed to reflect  restatements  of the  Company's  consolidated
balance  sheets at March 28, 2004 and the Company's  consolidated  statements of
earnings,  changes in stockholders'  equity and consolidated  cash flows for the
three  months  ended  March 28,  2004 and March 30,  2003 and the notes  related
thereto.  For a more detailed  description  of these  restatements,  see Note 2,
"Restatement of Financial Statements" to the accompanying condensed consolidated
financial  statements and the section  entitled  "Restatement"  in  Management's
Discussion  and  Analysis  of  Financial  Condition  and  Results of  Operations
contained in this Form 10-Q/A.

     For the  convenience of the reader,  this Form 10-Q/A includes the Original
Filing in its entirety. However, this Form 10-Q/A only amends and restates Items
1, 2 and 4, of Part I of the Original  Filing and no other material  information
in the Original  Filing is amended  hereby.  The  foregoing  items have not been
updated to reflect other events occurring after the Original Filing or to modify
or update those disclosures affected by subsequent events. In addition, pursuant
to the  rules  of the SEC,  Item 6 of Part II of the  Original  Filing  has been
amended  to  contain  currently-dated  certifications  from our Chief  Executive
Officer and Chief Financial Officer , as required by Sections 302 and 906 of the
Sarbanes-Oxley  Act of 2002. The  certifications  of our Chief Executive Officer
and Chief  Financial  Officer are attached to this Form 10-Q/A as Exhibits 31.1,
31.2, 32.1 and 32.2, respectively.

     Except for the foregoing amended information, this Form 10-Q/A continues to
describe  conditions as of the date of the Original Filing,  and does not update
disclosures  contained  herein to reflect  events that occurred at a later date.
Other  events  occurring  after  the  filing  of the  Original  Filing  or other
disclosures  necessary  to  reflect  subsequent  events  have  been  or  will be
addressed  in our amended  Quarterly  Reports on Form  10-Q/A for the  quarterly
periods  ended  June 27,  2004 and  September  26,  2004  which are being  filed
concurrently with this filing of this Form 10-Q/A and any reports filed with the
SEC subsequent to this filing.


<PAGE>


     Concurrently  with  the  filing  of this  Form  10-Q/A,  we are  filing  an
amendment  on Form 10-K/A to our Annual  Report on Form 10-K for the fiscal year
ended December 28, 2003 ("2003 10-K") to provide  restatements  of the financial
statements or financial data as of and for the periods included in the 2003 10-K
and amended  quarterly  reports on Form 10-Q/A for the quarters  ended March 28,
2004,  June 27,  2004 and  September  26,  2004.  We have not amended and do not
intend to amend our previously  filed Annual Reports on Form 10-K other than the
2003 10-K or our Quarterly  Reports on Form 10-Q for the periods affected by the
Restatement  that  ended  prior to  December  28,  2003.  For this  reason,  the
consolidated  financial  statements,  auditors'  reports and  related  financial
information for all affected periods contained in any other prior reports should
no longer be relied upon.


<PAGE>


                             CEC ENTERTAINMENT, INC.
                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----

Part I - Financial Information:

   Item 1. Financial Statements:

      Condensed Consolidated Balance Sheets..................................  5
      Condensed Consolidated Statements of Earnings and Comprehensive Income.  6
      Condensed Consolidated Statement of Shareholders' Equity...............  7
      Condensed Consolidated Statements of Cash Flows .......................  8
      Notes to Condensed Consolidated Financial Statements...................  9

   Item 2. Management's Discussion and Analysis of Financial Condition
      and Results of Operations.............................................. 13

   Item 3. Quantitative and Qualitative Disclosures about Market Risk ....... 17

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

Part II - Other Information:

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

   Item 2.  Changes in Securities, Use of Proceeds and Issuer Purchases
      of Equity Securities................................................... 19

   Item 6.  Exhibits and Reports on Form 8-K................................. 19

Signatures................................................................... 20

Certifications............................................................... 21




<PAGE>


                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

<TABLE>
<CAPTION>
                                               CEC ENTERTAINMENT, INC.
                                        CONDENSED CONSOLIDATED BALANCE SHEETS
                                            (Thousands, except share data)

                                                        ASSETS
                                                                                       March 28,       December 28,
                                                                                         2004              2003
                                                                                     -------------     -------------
                                                                                     (as restated)
                                                                                      (unaudited)
<S>                                                                                    <C>               <C>
Current assets:
   Cash and cash equivalents....................................................       $  12,464         $   8,067
   Accounts receivable..........................................................           9,919            13,103
   Inventories..................................................................          10,254            12,491
   Prepaid expenses.............................................................           8,721             7,608
   Deferred tax asset...........................................................           1,487             1,487
                                                                                       ---------         ---------
     Total current assets.......................................................          42,845            42,756
                                                                                       ---------         ---------

Property and equipment, net.....................................................         542,290           538,756
                                                                                       ---------         ---------

Other assets....................................................................           1,338             1,471
                                                                                       ---------         ---------
                                                                                       $ 586,473         $ 582,983
                                                                                       =========         =========

                                         LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Current portion of long-term debt............................................       $     720         $     554
   Accounts payable.............................................................          24,927            30,126
   Accrued liabilities..........................................................          49,811            28,610
                                                                                       ---------         ---------
     Total current liabilities..................................................          75,458            59,290
                                                                                       ---------         ---------

Long-term debt, less current portion............................................          48,273            75,205
                                                                                       ---------         ---------

Deferred rent...................................................................          45,483            42,816
                                                                                       ---------         ---------

Deferred tax liability..........................................................          37,263            32,849
                                                                                       ---------         ---------

Accrued insurance...............................................................           8,500             8,500
                                                                                       ---------         ---------

Shareholders' equity:
   Common stock, $.10 par value; authorized 100,000,000 shares; 54,697,077
      and 54,481,913 shares issued, respectively ...............................           5,470             5,448
   Capital in excess of par value...............................................         224,637           219,071
   Retained earnings ...........................................................         382,168           350,735
   Accumulated other comprehensive income ......................................             681               695
   Less treasury shares of 16,840,268 and 16,042,418, respectively, at cost.....        (241,460)         (211,626)
                                                                                       ---------         ---------
                                                                                         371,496           364,323
                                                                                       ---------         ---------
                                                                                       $ 586,473         $ 582,983
                                                                                       =========         =========

                              See notes to condensed consolidated financial statements.

</TABLE>

<PAGE>


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

                                                                              Three Months Ended
                                                                       ---------------------------------
                                                                       March 28, 2004     March 30, 2003
                                                                       --------------     --------------
                                                                       (as restated)      (as restated)

<S>                                                                      <C>                <C>
Food and beverage revenues........................................       $ 136,339          $ 120,844
Games and merchandise revenues....................................          69,741             62,408
Franchise fees and royalties......................................             861                865
Interest income ..................................................               7                  9
                                                                         ---------          ---------
                                                                           206,948            184,126
                                                                         ---------          ---------

Costs and expenses:
   Cost of sales:
     Food, beverage and related supplies..........................          24,478             21,970
     Games and merchandise........................................           8,643              7,524
     Labor........................................................          53,238             47,934
                                                                         ---------          ---------
                                                                            86,359             77,428
   Selling, general and administrative expenses...................          23,832             21,004
   Depreciation and amortization..................................          13,378             12,004
   Interest expense...............................................             483                470
   Other operating expenses.......................................          31,951             29,835
                                                                         ---------          ---------
                                                                           156,003            140,741
                                                                         ---------          ---------

Income before income taxes........................................          50,945             43,385

Income taxes......................................................          19,512             16,833
                                                                         ---------          ---------

Net income .......................................................          31,433             26,552

Other comprehensive income (loss), net of tax:
   Foreign currency translation...................................             (14)               283
                                                                         ---------          ---------

Comprehensive income..............................................       $  31,419          $  26,835
                                                                         =========          =========

Earnings per share:
   Basic:
     Net income ..................................................       $     .82          $     .65
                                                                         =========          =========
     Weighted average shares outstanding..........................          38,310             40,853
                                                                         =========          =========
   Diluted:
     Net income  .................................................       $     .79          $     .64
                                                                         =========          =========
     Weighted average shares outstanding..........................          39,607             41,157
                                                                         =========          =========









                        See notes to condensed consolidated financial statements.
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                                   CEC ENTERTAINMENT, INC.
                  CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
                                         (Unaudited)
                                         (Thousands)


                                                                      Amounts       Shares
                                                                     ---------     --------

<S>                                                                  <C>           <C>
Common stock and capital in excess of par value:
   Balance, beginning of year...................................     $ 224,519      54,482
   Stock options exercised......................................         3,982         203
   Tax benefit from exercise of options ........................         1,235
   Payment for fractional shares................................           (26)
   Stock issued under 401(k) plan...............................           397          12
                                                                     ---------     -------
   Balance, March 28, 2004......................................       230,107      54,697
                                                                     ---------     =======

Retained earnings (as restated):
   Balance, beginning of year...................................       350,735
   Net income...................................................        31,433
                                                                     ---------
   Balance, March 28, 2004 .....................................       382,168
                                                                     ---------

Accumulated other comprehensive income (loss):
   Balance, beginning of year...................................           695
   Foreign currency translation.................................           (14)
                                                                     ---------
   Balance, March 28, 2004......................................           681
                                                                     ---------

Treasury shares:
   Balance, beginning of year...................................      (211,626)     16,042
   Treasury stock acquired......................................       (29,834)        798
                                                                     ---------     -------
   Balance, March 28, 2004......................................      (241,460)     16,840
                                                                     ---------     =======

Total shareholders' equity (as restated)........................     $ 371,496
                                                                     =========



















                  See notes to condensed consolidated financial statements.
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
                                               CEC ENTERTAINMENT, INC.
                                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                     (Unaudited)
                                                     (Thousands)


                                                                                         Three Months Ended
                                                                                  ---------------------------------
                                                                                  March 28, 2004     March 30, 2003
                                                                                  --------------     --------------
                                                                                  (as restated)      (as restated)
<S>                                                                                  <C>                <C>
Operating activities:
   Net income ...............................................................        $ 31,433           $ 26,552
   Adjustments to reconcile net income to cash
      provided by operations:
     Depreciation and amortization...........................................          13,378             12,004
     Deferred income tax expense.............................................           4,414              3,940
     Tax benefit from exercise of stock options..............................           1,235                 44
     Other...................................................................           3,111              2,573
     Net change in receivables, inventory, prepaids, payables and
       accrued liabilities...................................................          20,310             16,163
                                                                                     --------           --------
        Cash provided by operations..........................................          73,881             61,276
                                                                                     --------           --------

Investing activities:
   Purchases of property and equipment.......................................         (16,434)           (20,464)
   (Increase) decrease in other assets.......................................              60               (996)
                                                                                     --------           --------
     Cash used in investing activities.......................................         (16,374)           (21,460)
                                                                                     --------           --------

Financing activities:
   Payments on debt and line of credit ......................................         (27,552)           (31,127)
   Exercise of stock options ................................................           3,982                264
   Redeemable preferred stock dividends .....................................                                (59)
   Repurchase of common stock ...............................................         (29,834)            (5,922)
   Other ....................................................................             294                637
                                                                                     --------           --------
     Cash used in financing activities.......................................         (53,110)           (36,207)
                                                                                     --------           --------

Increase in cash and cash equivalents .......................................           4,397              3,609
Cash and cash equivalents, beginning of period...............................           8,067             12,214
                                                                                     --------           --------
Cash and cash equivalents, end of period.....................................        $ 12,464           $ 15,823
                                                                                     ========           ========














                              See notes to condensed consolidated financial statements.
</TABLE>


<PAGE>


                             CEC ENTERTAINMENT, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)


1.   Interim financial statements:

     In  the  opinion  of  management,   the  accompanying  condensed  financial
statements  for the periods  ended March 28, 2004 and March 30, 2003 reflect all
adjustments  (consisting  only of normal  recurring  adjustments)  necessary  to
present fairly the Company's financial condition, results of operations and cash
flows in accordance with generally accepted accounting principles.

     Certain  information  and  footnote  disclosures  normally  included in the
consolidated financial statements prepared in accordance with generally accepted
accounting  principles have been omitted.  The unaudited condensed  consolidated
financial  statements  referred to above should be read in conjunction  with the
financial  statements  and notes thereto  included in the Company's  Form 10-K/A
filed with the  Securities  and Exchange  Commission for the year ended December
28, 2003.  Results of operations  for the periods ended March 28, 2004 and March
30, 2003 are not necessarily indicative of the results for the year.


2.   Restatement of Financial Statements:

     Subsequent to the issuance of the Company's interim condensed  consolidated
financial statements for the period ended March 28, 2004, and following a review
of  its  lease-related   accounting  policies,   the  Company's  management  has
determined that it was  appropriate to adjust its prior financial  statements to
correct certain errors contained in those financial  statements  relating to the
computation of depreciation,  lease  classification,  straight-line rent expense
and the related deferred rent liability.

     Historically,  when accounting for leases,  the Company has depreciated its
leasehold  improvements  over a  period  equal  to  the  lesser  of the  initial
non-cancelable  lease term plus periods of expected renewal,  or the useful life
of the assets.  The periods of expected renewal included option periods provided
for in the  lease  and  any  additional  periods  that  the  Company  considered
reasonably assured of exercising or acquiring.  When determining whether each of
its  leases  was an  operating  lease or a capital  lease  and when  calculating
straight-line rent expense,  the Company used the initial  non-cancelable  lease
term commencing  when the obligation to make current rent payments began.  Funds
received  from the lessor  intended  to  reimburse  the  Company for the cost of
leasehold improvements were netted against the amount recorded for the leasehold
improvement.

     The Company has now determined to use a consistent lease period (generally,
the initial  non-cancelable  lease term plus renewal option periods provided for
in the lease that can be reasonably  assured) when  calculating  depreciation of
leasehold  improvements  and  in  determining  straight-line  rent  expense  and
classification  of its leases as either an operating  lease or a capital  lease.
The lease term and straight-line rent expense will commence on the date when the
Company  takes  possession  and has  the  right  to  control  use of the  leased
premises.  Funds received from the lessor  intended to reimburse the Company for
the  cost of  leasehold  improvements  will be  recorded  as a  deferred  credit
resulting  from a  lease  incentive  and  amortized  over  the  lease  term as a
reduction to rent expense. As a result, the accompanying  condensed consolidated
financial  statements have been restated from the amounts previously reported to
incorporate the effects of these policies.




<PAGE>


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


2.   Restatement of Financial Statements (continued):

     The  following  is a  summary  of  the  impact  of the  Restatement  on the
consolidated  balance  sheets at December  28, 2003 and March 28, 2004 , and the
consolidated  statements of earnings and  consolidated  statements of cash flows
for the three month periods ended March 28, 2004 and March 30, 2003.

<TABLE>
<CAPTION>
                                                                      March 28, 2004
                                                       --------------------------------------------
                                                       As Previously
                                                         Reported        Adjustment     As Restated
                                                       -------------     ----------     -----------

<S>                                                      <C>              <C>            <C>
Consolidated Balance Sheet:
   Property and equipment, net....................       $ 538,129        $  4,161       $ 542,290
   Total assets...................................         582,312           4,161         586,473
   Current portion of long-term debt..............             168             552             720
   Long-term debt, less current portion...........          37,141          11,132          48,273
   Deferred rent..................................           5,486          39,997          45,483
   Deferred tax liability.........................          55,695         (18,432)         37,263
   Retained earnings..............................         411,256         (29,088)        382,168
   Total shareholders' equity.....................         400,584         (29,088)        371,496
</TABLE>


<TABLE>
<CAPTION>
                                                            Three Months ended March 28, 2004
                                                       --------------------------------------------
                                                       As Previously
                                                         Reported        Adjustment     As Restated
                                                       -------------     ----------     -----------

<S>                                                      <C>              <C>            <C>
Consolidated Statement of Earnings:
   Depreciation and amortization..................       $  12,229        $  1,149       $  13,378
   Interest expense...............................             287             196             483
   Other operating expenses.......................          31,817             134          31,951
   Total costs and expenses.......................         154,524           1,479         156,003
   Income before income taxes.....................          52,424          (1,479)         50,945
   Income taxes...................................          20,079            (567)         19,512
   Net income.....................................          32,345            (912)         31,433
   Basic earnings per share.......................             .84            (.02)            .82
   Diluted earnings per share.....................             .82            (.03)            .79

Consolidated Statement of Cash Flows:
   Cash provided by operations....................       $  71,877        $  2,004       $  73,881
   Cash used in investing activities..............         (14,482)         (1,892)        (16,374)
   Cash used in financing activities..............         (52,998)           (112)        (53,110)
</TABLE>

<PAGE>


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


2.   Restatement of Financial Statements (continued):


<TABLE>
<CAPTION>
                                                            Three Months ended March 30, 2003
                                                       --------------------------------------------
                                                       As Previously
                                                         Reported        Adjustment     As Restated
                                                       -------------     ----------     -----------

<S>                                                      <C>              <C>            <C>
Consolidated Statement of Earnings:
   Depreciation and amortization..................       $  10,905        $  1,099       $  12,004
   Interest expense...............................             283             187             470
   Other operating expense........................          29,724             111          29,835
   Total costs and expenses.......................         139,344           1,397         140,741
   Income before income taxes.....................          44,782          (1,397)         43,385
   Income taxes...................................          17,375            (542)         16,833
   Net income.....................................          27,407            (855)         26,552
   Basic earnings per share.......................             .67            (.02)            .65
   Diluted earnings per share.....................             .66            (.02)            .64

Consolidated Statement of Cash Flows:
   Cash provided by operations....................       $  59,804        $  1,472       $  61,276
   Cash used in investing activities..............         (20,082)         (1,378)        (21,460)
   Cash used in financing activities..............         (36,113)            (94)        (36,207)
</TABLE>



3.   Earnings per common share:

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

<TABLE>
<CAPTION>
                                                                   Three Months Ended
                                                             -------------------------------
                                                               March 28,         March 30,
                                                                 2004              2003
                                                             -------------     -------------
                                                             (as restated)     (as restated)
<S>                                                            <C>               <C>
Net income .............................................       $ 31,433          $ 26,552
Accretion of redeemable preferred stock.................                              (26)
Redeemable preferred stock dividends....................                              (59)
                                                               --------          --------
Adjusted income applicable to commons shares............       $ 31,433          $ 26,467
                                                               ========          ========


Basic:
    Weighted average common shares outstanding..........         38,310            40,853
                                                               ========          ========
    Earnings per common share ..........................       $    .82          $    .65
                                                               ========          ========

Diluted:
    Weighted average common shares outstanding..........         38,310            40,853
    Potential common shares for stock options...........          1,297               304
                                                               --------          --------
    Weighted average shares outstanding.................         39,607            41,157
                                                               ========          ========
    Earnings per common and potential
        common share ...................................       $    .79          $    .64
                                                               ========          ========
</TABLE>

<PAGE>


                             CEC ENTERTAINMENT, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   (Unaudited)


4.   Stock based compensation:

     The Company accounts for its stock based  compensation  under the intrinsic
value method of  Accounting  Principles  Board Opinion No. 25,  "Accounting  for
Stock  Issued to  Employees"  and related  interpretations  ("APB 25"),  and has
adopted the  disclosure-only  provisions  of Statement  of Financial  Accounting
Standards No. 123, "Accounting for Stock Based Compensation" ("SFAS 123"). Under
APB 25, no stock based  compensation  cost is reflected in net income for grants
of stock options to employees  because the Company  grants stock options with an
exercise price equal to the market value of the stock on the date of grant.  Had
compensation  cost for the Company's stock option plans been determined based on
the fair value method at the grant date for awards under those plans  consistent
with the method  prescribed by SFAS 123, the Company's  pro-forma net income and
earnings  per share  would  have been as  follows  (thousands,  except per share
data):

<TABLE>
<CAPTION>
                                                                                 Three Months Ended
                                                                            -----------------------------
                                                                              March 28,       March 30,
                                                                                2004            2003
                                                                            -------------   -------------
                                                                            (as restated)   (as restated)
<S>                                                                            <C>             <C>
Net income, as reported .................................................      $ 31,433        $ 26,552
Fair value based compensation expense, net of taxes......................        (1,436)         (1,624)
                                                                               --------        --------
Pro-forma net income ....................................................        29,997          24,928
Accretion and dividends of redeemable preferred stock, as reported.......                           (85)
                                                                               --------        --------
Pro-forma net income applicable to common shares.........................      $ 29,997        $ 24,843
                                                                               ========        ========

Earnings per Share:
Basic:
    As reported..........................................................      $    .82        $    .65
    Pro-forma ...........................................................      $    .78        $    .61
Diluted:
    As reported..........................................................      $    .79        $    .64
    Pro-forma............................................................      $    .76        $    .60
</TABLE>


4.   Stock split:

     All share and per share  information have been  retroactively  adjusted for
the  effects  of a three  for two  stock  split in the form of a  special  stock
dividend effected and distributed on March 15, 2004.




<PAGE>


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

     Restatement

     Following a review of its lease-related  accounting  policies,  the Company
determined that it was  appropriate to adjust its prior financial  statements to
correct certain errors contained in those financial  statements  relating to the
computation of depreciation,  lease  classification,  straight-line rent expense
and the related deferred rent liability.

     Historically,  when accounting for leases,  the Company has depreciated its
leasehold  improvements  over a  period  equal  to  the  lesser  of the  initial
non-cancelable  lease term plus periods of expected renewal,  or the useful life
of the assets.  The periods of expected renewal included option periods provided
for in the  lease  and  any  additional  periods  that  the  Company  considered
reasonably assured of exercising or acquiring.  When determining whether each of
its  leases  was an  operating  lease or a capital  lease  and when  calculating
straight-line rent expense,  the Company used the initial  non-cancelable  lease
term commencing  when the obligation to make current rent payments began.  Funds
received  from the lessor  intended  to  reimburse  the  Company for the cost of
leasehold improvements were netted against the amount recorded for the leasehold
improvement.

     The Company has now determined to use a consistent lease period (generally,
the initial  non-cancelable  lease term plus renewal option periods provided for
in the lease that can be reasonably  assured) when  calculating  depreciation of
leasehold  improvements  and  in  determining  straight-line  rent  expense  and
classification  of its leases as either an operating  lease or a capital  lease.
The lease term and straight-line rent expense will commence on the date when the
Company  takes  possession  and has  the  right  to  control  use of the  leased
premises.  Funds received from the lessor  intended to reimburse the Company for
the  cost of  leasehold  improvements  will be  recorded  as a  deferred  credit
resulting  from a  lease  incentive  and  amortized  over  the  lease  term as a
reduction to rent expense. As a result, the accompanying  condensed consolidated
financial  statements have been restated from the amounts previously reported to
incorporate the effects of these policies.

     The effects of the  restatement  adjustments are discussed in Note 2 in the
notes to the condensed consolidated financial statements. The following has been
updated to give effect to the Restatement.









<PAGE>


Results of Operations

First Quarter 2004 Compared to First Quarter 2003

     A summary of the results of  operations  of the Company as a percentage  of
revenues for the first quarters of 2004 and 2003 is shown below.

                                                        Three Months Ended
                                                 March 28, 2004   March 30, 2003
                                                 --------------   --------------
Revenue.......................................       100.0%           100.0%
                                                     -----            -----
Costs and  expenses:
   Cost of sales:
      Food, beverage and related supplies.....        11.8             11.9
      Games and merchandise...................         4.2              4.1
      Labor...................................        25.7             26.0
                                                     -----            -----
                                                      41.7             42.0
   Selling, general and administrative........        11.5             11.4
   Depreciation and amortization..............         6.5              6.5
   Interest expense...........................          .2               .3
   Other operating expenses...................        15.4             16.2
                                                     -----            -----
                                                      75.3             76.4
                                                     -----            -----
Income before income taxes....................        24.7             23.6
Income tax expense ...........................         9.4              9.2
                                                     -----            -----
Net income ...................................        15.3%            14.4%
                                                     =====            =====

     Revenues

     Revenues  increased  12.4% to $206.9  million in the first  quarter of 2004
from  $184.1  million  in the first  quarter of 2003 due to an  increase  in the
number of  Company-operated  restaurants  and an increase of 5.0% in  comparable
store  sales.  During  the  full  year  of  2003,  the  Company  opened  32  new
restaurants,   acquired  three  restaurants  from  franchisees  and  closed  one
restaurant.  During the first three months of 2004,  the Company  opened two new
restaurants  and has 420  Company-operated  restaurants at March 28, 2004.  Menu
prices increased 1.0% between the first quarter of 2003 and the first quarter of
2004.

     Costs and Expenses

     Costs and  expenses as a percentage  of revenues  decreased to 75.3% in the
first quarter of 2004 from 76.4% in the first quarter of 2003.

     Cost of sales  decreased as a percentage  of revenues to 41.7% in the first
quarter  of 2004 from  42.0% in the  comparable  period  of 2003.  Cost of food,
beverage, and related supplies as a percentage of revenues decreased to 11.8% in
the first  quarter of 2004 from 11.9% in the first  quarter of 2003.  Food costs
were negatively  impacted by approximately $1.1 million due to a 36% increase in
average  cheese  prices paid in the first  quarter of 2004 compared to the first
quarter of 2003.  However this increase was fully offset by lower beverage costs
and the favorable  effects of a 1.0% menu price  increase  implemented  in 2003.
Cost of games and  merchandise as a percentage of revenues  increased to 4.2% in
the first  quarter of 2004 from 4.1% in the first  quarter of 2003.  Store labor
expenses as a percentage of store sales  decreased to 25.7% in the first quarter
of 2004 from 26.0% in the first quarter of 2003 primarily due to the increase in
comparable store sales.

     Selling,  general and  administrative  expenses as a percentage of revenues
increased  to 11.5% in the first  three  months of 2004 from  11.4% in the first
three months of 2003.  The increase was primarily due to higher bonus expense in
the first  quarter of 2004 due to strong  financial  performance.  In  addition,
pre-opening expenses for restaurants opened or under construction were higher in
the first quarter of 2004 compared to the first quarter of 2003.

     Depreciation  and  amortization  expenses as a percentage  of revenues were
6.5% in the first quarters of both 2004 and 2003.

<PAGE>


     Interest expense as a percentage of revenues decreased to 0.2% in the first
three months of 2004 from 0.3% in the first three months of 2003.

     Other operating  expenses decreased as a percentage of revenues to 15.4% in
the first quarter of 2004 from 16.2% in the first quarter of 2003  primarily due
to the  increase  in  comparable  store  sales and the fact  that a  significant
portion of operating costs are fixed.

     The Company's  effective  income tax rate was 38.3% in the first quarter of
2004 compared to a rate of 38.8% in the first quarter of 2003 due to a reduction
in the Company's effective state tax rate.

     Net Income

     The  Company had net income of $31.4  million in the first  quarter of 2004
compared  to $26.6  million in the first  quarter of 2003 due to the  changes in
revenues and expenses  discussed above. The Company's diluted earnings per share
increased  23.4% to $.79 per  share in the first  quarter  of 2004 from $.64 per
share in the first  quarter  of 2003 due to the  18.4%  increase  in net  income
discussed  above and a 3.8%  decrease in the number of weighted  average  shares
outstanding.


     Financial Condition, Liquidity and Capital Resources

     Cash provided by  operations  increased to $73.9 million in the first three
months  of 2004 from  $61.3  million  in the  comparable  period  of 2003.  Cash
outflows from investing activities for the first three months of 2004 were $16.4
million primarily related to capital expenditures.  Cash outflows from financing
activities  for the first  three  months of 2004 were  $53.1  million  primarily
related to the 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.

     Cash provided by  operations  is a significant  source of liquidity for the
Company.  Since substantially all of the Company's sales are for cash and credit
cards, and accounts payable are generally due in five to 30 days, the Company is
able to carry current  liabilities in excess of current assets.  The net working
capital  deficit  increased  from $16.5  million at  December  28, 2003 to $32.6
million at March 28, 2004 due  primarily  to the timing of payments  for accrued
income taxes payable.

     The Company has  initiated  several  strategies  to increase  revenues  and
earnings over the long-term that require capital expenditures.  These strategies
include: a) new restaurant  development and acquisitions of existing restaurants
from franchisees, b) a game enhancement initiative that includes new games and a
game rotation plan, c) major remodels or  reconfigurations  and d) expansions of
the  square  footage  of  existing  restaurants.  In  addition,  the  Company is
currently  testing  revisions  to the  building  exterior  along  with  interior
enhancements in conjunction with a game enhancement initiative.

     The game  enhancement  initiative  began in 2003 and has an average capital
cost of  approximately  $60,000 per restaurant.  The primary  components of this
plan are to provide new and transferred  games and rides and, in certain stores,
enhancements  to  the  toddler  area.  The  major  remodel  or   reconfiguration
initiative  includes a  reallocation  of space  between the dining and game room
areas,  expansion of the space allocated to the game room and an increase in the
number of games.  The typical  capital cost of this  initiative  will range from
$225,000 to $400,000 per  restaurant.  Expanding the square  footage of existing
restaurants  can range in cost from  $200,000 to $900,000  per  restaurant,  but
generally have an average capital cost of approximately $500,000.


<PAGE>


     In 2004,  the  Company  plans  to add 36 to 40  restaurants  including  new
restaurants  and  acquisitions of existing  restaurants  from  franchisees.  The
Company currently anticipates its cost of opening such new restaurants will vary
depending upon many factors including the size of the restaurants, the amount of
any  landlord  contribution  and  whether  the  Company  acquires  land  or  the
restaurant is an in-line or freestanding  building.  The average capital cost of
all new restaurants  expected to open in 2004 is approximately  $1.4 million per
restaurant.  At the  beginning  of  2004,  the  Company  identified  development
opportunities  for  approximately  300 restaurants  including those  restaurants
expected to open in 2004.

     In 2004, the Company plans to complete the game  enhancement  initiative in
60 to 80  restaurants.  The  Company  plans  to  complete  a  major  remodel  or
reconfiguration  in a select number of restaurants that are believed to have the
greatest  opportunity  to  significantly  increase sales and provide an adequate
return on  investment.  The Company has currently  identified  approximately  20
potential  restaurants  for  a  major  remodel  including  the  three  franchise
restaurants  acquired  in 2003.  The  Company  also  plans to expand  the square
footage of approximately four to five restaurants.  In addition,  the Company is
currently  testing  revisions  to the  building  exterior  along  with  interior
enhancements in conjunction  with the game enhancement  initiative.  The Company
expects the aggregate capital costs of completing game enhancement  initiatives,
major  remodels,  reconfigurations,  expanding  the square  footage of  existing
restaurants and testing  revisions to the building  exterior along with interior
enhancements  in 2004 to total  approximately  $16 million and impact 105 to 110
restaurants.

     During the first quarter of 2004, the Company  opened two new  restaurants,
implemented the game  enhancement  initiative plan in 43 restaurants,  completed
major  remodels  in  two   restaurants   and  building   exterior  and  interior
enhancements in three restaurants.  The Company currently estimates that capital
expenditures  in 2004 will be $79 million to $85 million.  The Company  plans to
finance its  capital  expenditures  through  cash flow from  operations  and, if
necessary, borrowings under the Company's line of credit.

     From time to time, the Company repurchases shares of its common stock under
a plan authorized by its Board of Directors.  The plan authorizes repurchases in
the open market or in private transactions.  Beginning in 1993 through the first
quarter of 2004, the Company has repurchased  approximately  16.0 million shares
of the Company's common stock,  retroactively adjusted for a three for two stock
split  effective  on  March  15,  2004,  at  an  aggregate   purchase  price  of
approximately  $237  million.  During  the first  quarter of 2004,  the  Company
repurchased 797,850 shares at an aggregate purchase price of approximately $29.8
million.  At the end of the first quarter of 2004,  approximately  $48.2 million
remained  available  for  repurchase  under the current  $75 million  repurchase
authorization  approved by the Company's Board of Directors in the first quarter
of 2004.

     The Company has available  borrowings under its line of credit agreement of
$132.5 million that is scheduled to mature in December 2005.  Interest under the
line of credit is  dependent  on  earnings  and debt  levels of the  Company and
ranges  from  prime or, at the  Company's  option,  LIBOR  plus  0.75% to 1.50%.
Currently,  any borrowings  under this line of credit would be at the prime rate
or LIBOR  plus  0.75%.  As of March  28,  2004,  there  were  $37.0  million  in
borrowings under this line of credit.  In addition,  the Company had outstanding
letters  of  credit  of $7.5  million  at March  28,  2004.  The line of  credit
agreement  contains  certain  restrictions  and  conditions  as  defined  in the
agreement that require the Company to maintain net worth of $362.0 million as of
March 28, 2004, a fixed charge  coverage  ratio at a minimum of 1.5 to 1.0 and a
maximum  total  debt  to  earnings   before   interest,   taxes,   depreciation,
amortization and rent ratio of 3.25 to 1.0.  Borrowings under the line of credit
agreement  are  unsecured  but the  Company  has agreed to not pledge any of its
existing  assets to secure future  indebtedness.  At March 28, 2004, the Company
was in compliance with all of the above debt  covenants.  The Company intends to
extend the maturity date of its line of credit agreement.


<PAGE>


Website Access to Company Reports

     Our website  address is  www.chuckecheese.com.  Our annual  reports on Form
10-K,  quarterly  reports on Form 10-Q,  current reports on Form 8-K, Forms 3, 4
and 5 filed by our officers,  directors and stockholders  holding 10% or more of
our common  stock and all  amendments  to those  reports are  available  free of
charge  through  our  website,  as soon as  reasonably  practicable  after  such
material  is  electronically  filed  with or  furnished  to the  Securities  and
Exchange Commission.


Forward Looking Statements

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


Item 3. Quantitative and Qualitative Disclosures about Market Risk

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


Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

     The  Company's  Audit  Committee  of the  Board of  Directors  (the  "Audit
Committee)  held a  telephonic  meeting  with  management  on January 31,  2005.
Management reached the conclusion,  and the Audit Committee concurred,  that the
Company's controls over the selection and monitoring of appropriate  assumptions
and factors affecting lease accounting were insufficient,  and, as a result, the
Company's computation of depreciation, lease classification,  straight-line rent
expense and the related deferred rent liability had been incorrect. Accordingly,
management  determined,  and the Audit  Committee  concurred,  that the  Company
should report on Form 8-K that its  historical  financial  statements  should no
longer be relied upon. The Audit  Committee  also  concurred  with  management's
action plan to complete an extensive  analysis of these matters and quantify the
impact  of the  correction  of the  lease  accounting  errors  on the  Company's
financial statements for each of the prior periods affected.  Historically,  the
Company had  depreciated its leasehold  improvements  over a period equal to the
lesser of the  initial  non-cancelable  lease  term  plus  periods  of  expected
renewal,  or the useful  life of the assets.  The  periods of  expected  renewal
included  option periods  provided for in the lease and any  additional  periods
that the Company considered reasonably assured of exercising or acquiring.  When
determining whether each of its leases was an operating lease or a capital lease
and when calculating  straight-line  rent expense,  the Company used the initial
non-cancelable  lease term  commencing  when the obligation to make current rent
payments began. Funds received from the lessor intended to reimburse the Company
for the cost of leasehold  improvements  were netted against the amount recorded
for the leasehold improvement.

     On March 1,  2005,  the Audit  Committee  held a  telephonic  meeting  with
management and the Company's  independent  registered  public  accounting  firm.
Management  presented  the  results  of its  completed  analysis  of  its  lease
accounting  practices,  including  the  quantification  of  the  impact  of  the
correction of the lease accounting errors on the Company's financial  statements
for  each  of  the  prior  periods  affected.   Management  affirmed  its  prior
determination,  and the Audit  Committee  concurred,  to restate  the  Company's
financial  statements for the three year periods ended December 28, 2003 and for
the first three  quarters of fiscal 2004 to reflect the  correction in its lease
accounting practices.

<PAGE>


     The Company  performed an evaluation,  under the  supervision  and with the
participation of the Company's management, including the Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
the  Company's  disclosure  controls and  procedures as of the end of the period
covered by this report.  Based on that  evaluation,  which  included the matters
discussed above, the Company's management, including the Chief Executive Officer
and Chief Financial Officer,  concluded that the Company's  disclosure  controls
and procedures were not effective as of March 28, 2004 in ensuring that material
information  relating to the Company,  including its consolidated  subsidiaries,
required  to be  disclosed  by the  Company in reports  that it files or submits
under the Exchange Act is recorded,  processed,  summarized and reported  within
the time periods specified in the Securities and Exchange Commission's rules and
forms.

     In connection with correcting its lease accounting methodology, the Company
has instituted the following procedures:

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

The Company has not identified any change in its internal control over financial
reporting that occurred  during the fiscal  quarter  covered by this report that
has  materially  affected,  or is reasonably  likely to materially  affect,  its
internal control over financial reporting.



                           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), was filed in the Superior Court
of the State of  California  in the County of Los  Angeles  (the " Court").  The
lawsuit  was filed by one former  restaurant  manager  purporting  to  represent
restaurant  managers of the Company in California from 1996 to the present.  The
lawsuit  alleges  violations  of the state wage and hour laws  involving  unpaid
overtime  wages and seeks an  unspecified  amount in damages.  On September  29,
2003, the Company entered into a settlement agreement with the Plaintiffs, which
was subject to approval by the Court,  whereby the Company will pay $4.2 million
plus  up to  $50,000  for  administrative  fees  to  settle  all  claims  of the
Plaintiff.  On January 14, 2004 the Court entered an order granting  preliminary
approval of the settlement agreement.



<PAGE>


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


     The following table presents  information  related to repurchases of common
stock the Company made during the first fiscal quarter of 2004:

<TABLE>
<CAPTION>
                                                                                           Maximum Dollar
                                                                      Total Number         Amount that May
                            Total Number of      Average Price      Shares Purchased      Yet be Purchased
   Fiscal Period            Shares Purchased     Paid per Share     Under the Program     Under the Program

<S>                             <C>                  <C>                <C>                 <C>
Dec. 29 - Jan. 25, 2004                0                                       0            $  3,011,808
Jan. 26 - Feb. 22, 2004           86,700             $ 34.70              86,700            $      3,318
Feb. 23 - Mar. 28, 2004          711,150 (1)         $ 37.72             711,150            $ 48,174,745
                                --------                                --------
Total                            797,850             $ 37.39             797,850
                                ========                                ========

(1)  In February 2004, the Company announced completion of its previously announced program to repurchase up
     to $50,000,000 of the Company's  common stock and the  authorization by its Board of Directors of a new
     program to repurchase up to $75,000,000 of the Company's common stock.
</TABLE>



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

      a) Exhibits

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

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

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

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


     b)   Reports on Form 8-K

          During the first  quarter  and  through  the  original  filing of this
          report, we filed or furnished the following reports on Form 8-K:

          A current  report on Form 8-K,  dated  February 18,  2004,  announcing
          fourth quarter 2003 financial results.

          A current report on Form 8-K, dated March 5, 2004, furnishing specimen
          forms of the Company's  current  franchise  agreement and  development
          agreement.

          A current report on Form 8-K, dated April 14, 2004,  announcing  first
          quarter 2004 financial results.


<PAGE>



                                   SIGNATURES




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


                                            CEC ENTERTAINMENT, INC.



Dated: March 18, 2005        By:  /s/ Richard M. Frank
                                  ---------------------------
                                  Richard M. Frank
                                  Chief Executive Officer
                                  (Principal Executive Officer)

                                  /s/ Christopher D. Morris
                                  ---------------------------
                                  Christopher D. Morris
                                  Senior Vice President, Chief Financial Officer
                                  (Principal Financial Officer)

                                  /s/ James Mabry
                                  ---------------------------
                                  James Mabry
                                  Vice President, Controller and Treasurer
                                  (Principal Accounting Officer)