Exhibit 3(a)


                     CERTIFICATE OF AMENDMENT
                              TO THE
                RESTATED ARTICLES OF INCORPORATION
                                OF
                     SHOWBIZ PIZZA TIME, INC.

     SHOWBIZ PIZZA TIME, INC., a corporation organized and existing
under and by virtue of the laws of the State of Kansas, does hereby
certify:

     FIRST:  That at a meeting of the Board of Directors of said
corporation on April 16, 1998, resolutions were duly adopted
setting forth proposed amendments to the Restated Articles of
Incorporation of said corporation, declaring their advisability,
and further declaring that said amendments be submitted for
approval at the annual meeting of stockholders to be held on June
25, 1998, with the recommendation by the Board of Directors that
the stockholders approve said amendments.  The proposed amendments
set forth in said resolutions of the Board of Directors are as
follows:

     Amendment No. 1 to Restated Articles of Incorporation.
     ------------------------------------------------------

     ARTICLE FIRST of the Restated Articles of Incorporation shall
be amended to read in its entirety as follows:

          FIRST.    The name of the corporation is:

                     CEC Entertainment, Inc.

     Amendment No. 2 to Restated Articles of Incorporation.
     ------------------------------------------------------

     The first paragraph of ARTICLE FOURTH of the Restated Articles
of Incorporation of the Corporation shall be amended to read in its
entirety as follows:

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

     SECOND:  That thereafter, pursuant to resolution of its Board
of Directors, the annual meeting of the stockholders of said
corporation was duly called and held on June 25, 1998, upon notice
in accordance with Section 17-6512 of the Kansas General
Corporation Code, at which meeting the necessary number of shares
as required by statute were voted in favor of said amendment.


     THIRD:  That said amendment was duly adopted in accordance
with the provisions of Section 17-6602 of the Kansas General
Corporation Code.

     IN WITNESS WHEREOF, ShowBiz Pizza Time, Inc. has caused its
corporate seal to be hereunto affixed and this certificate to be
signed by Richard M. Frank, its Chairman of the Board and Chief
Executive Officer, and Marshall R. Fisco, Jr., its Secretary, and
each of them does hereby affirm and acknowledge, under penalty of
perjury, that to the best of their knowledge this Certificate of
Amendment is the act and deed of said corporation and that the
facts stated herein are true.

     DATED:  June 25, 1998


                                        SHOWBIZ PIZZA TIME, INC.

[SEAL]
                                        By: /s/ Richard M. Frank
                                        ------------------------
                                        Richard M. Frank
                                        Chairman of the Board and
                                        Chief Executive Officer

ATTEST:


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


THE STATE OF TEXAS  s
                    S
COUNTY OF DALLAS    s

     BEFORE ME, the undersigned authority, on this day personally
appeared Richard M. Frank, and Marshall R. Fisco, Jr., Chairman of
the Board and Chief Executive Officer, and Secretary, respectively,
of ShowBiz Pizza Time, Inc., a Kansas corporation, known to me to
be the persons and officers whose names are subscribed to the
foregoing instrument, and acknowledged to me that they executed the
same for the purposes and consideration therein expressed, in the
capacity therein stated and as the act and deed of said
corporation.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 25th day of
June, 1998.

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

My commission expires:

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