Exhibit 10(a)(2)


              SECOND RESTATED REVOLVING CREDIT NOTE
              -------------------------------------


$15,000,000.00                Dallas, Texas                 June
14, 1998


     FOR VALUE RECEIVED, the undersigned, SHOWBIZ PIZZA TIME, INC.,
a Kansas corporation ("Company"), hereby unconditionally promises
to pay to the order of BANK ONE, TEXAS, N.A. ("Bank One") at the
office of Bank One or any successor, currently located at 1717 Main
Street, Dallas, Texas   75201, on June 1, 2000 (or on any annual
anniversary thereof agreed to in writing by Bank One and the
Company), in lawful money of the United States of America and
immediately available funds, an amount equal to the lesser of (a) 
FIFTEEN MILLION AND NO/100 DOLLARS ($15,000,000.00), or (b)  the
aggregate unpaid principal amount of all Revolving Credit Loans
made by Bank One to the Company pursuant to Section 2.1 of the Loan
Agreement, dated as of June 27, 1995, between Bank One and the
Company (as amended, modified or supplemented from time to time in
accordance with its terms, the "Loan Agreement").

     The Company further promises to pay interest (computed on the
basis of a 365-day year for the actual days elapsed) in like money
on the unpaid principal balance of this Note from time to time
outstanding at the annual rates provided in the Loan Agreement. 
Interest shall be payable at the times and in the manner provided
in the Loan Agreement.

     All Revolving Credit Loans made by Bank One pursuant to
Section 2.1 of the Loan Agreement and all payments of the principal
thereof shall be endorsed by the holder of this Note on the
schedule annexed hereto (including any additional pages such holder
may add to such schedule), which endorsement shall constitute prima
facie evidence of the accuracy of the information so endorsed;
provided, however, that the failure of the holder of this Note to
insert any date or amount or other information on such schedule
shall not in any manner affect the obligation of the Company to
repay any Revolving Credit Loans in accordance with the terms of
the Loan Agreement.

     On and after the stated or any accelerated maturity hereof,
this Note shall bear interest until paid in full (whether before or
after the occurrence of any Event of Default described in Sections
9.1(g) and 9.1(h) of the Loan Agreement) at a rate of 2.5% per
annum in excess of the Prime Rate, payable on demand, but in no
event in excess of the maximum rate of interest permitted under
applicable law.  Such interest rate shall change when and as the
Prime Rate changes.

     This Note is a Revolving Credit Note referred to in the Loan
Agreement, is entitled to the benefits thereof and is subject to
optional and mandatory prepayment, in whole or in part, as provided
therein.  Reference is herein made to the Loan Agreement for the
rights of the holder to accelerate the unpaid balance hereof prior
to maturity.

     The Company hereby waives diligence, demand, presentment,
protest and notice of any kind, release, surrender or substitution
of security, or forbearance or other indulgence, without notice.

     This Note and all of the other Loan Documents are intended to
be performed in accordance with, and only to the extent permitted
by, all applicable usury laws.  If any provision hereof or of any
of the other Loan Documents or the application thereof to any
person or circumstance shall, for any reason and to any extent, be
invalid or unenforceable, neither the application of such provision
to any other person or circumstance nor the remainder of the
instrument in which such provision is contained shall be affected
thereby and shall be enforced to the greatest extent permitted by
law.  It is expressly stipulated and agreed to be the intent of
Bank One at all times to comply with the usury and other applicable
laws now or hereafter governing the interest payable on the
Indebtedness evidenced by this Note.  If the applicable law is ever
revised, repealed or interpreted so as to render usurious any
amount called for under this Note or any of the other Loan
Documents, or contracted for, charged, taken, reserved or received
with respect to the Indebtedness evidenced by this Note, or if Bank
One's exercise of the option to accelerate the maturity of this
Note, or if any prepayment by the Company results in the Company's
having paid any interest in excess of that permitted by law, then
it is the express intent of the Company and Bank One that all
excess amounts theretofore collected by Bank One be credited on the
principal balance of this Note (or, if this Note and all other
Indebtedness arising under or pursuant to the other Loan Documents
have been paid in full, refunded to the Company), and the
provisions of this Note and the other Loan Documents immediately be
deemed reformed and the amounts thereafter collectable hereunder
and thereunder reduced, without the necessity of the execution of
any new document, so as to comply with the then applicable law, but
so as to permit the recovery of the fullest amount otherwise called
for hereunder or thereunder. All sums paid, or agreed to be paid,
by the Company for the use, forbearance, detention, taking,
charging, receiving or reserving of the Indebtedness of the Company
to Bank One under this Note or arising under of pursuant to the
other Loan Documents shall, to the maximum extent permitted by
applicable law, be amortized, prorated, allocated and spread
throughout the full term of such Indebtedness until payment in full
so that the rate or amount of interest on account of such
Indebtedness does not exceed the usury ceiling from time to time in
effect and applicable to such Indebtedness for so long as such
Indebtedness is outstanding.  To the extent federal law permits
Bank One to contract for, charge, or receive a greater amount of
interest, Bank One will rely upon federal law instead of Texas
Finance Code, as supplemented by Texas Credit Title, for the
purpose of determining the maximum rate or amount.  Additionally,
to the maximum extent permitted by applicable law now or hereafter
in effect, Bank One may, at its option and from time to time,
implement any other method of computing the maximum rate under such
Texas Finance Code, as supplemented by Texas Credit Title, or under
other applicable law by giving notice, if required, to the Company
as provided by applicable law now or hereafter in effect. 
Notwithstanding anything to the contrary contained herein or in any
of the other Loan Documents, it is not the intention of Bank One to
accelerate the maturity of any interest that has accrued at the
time of such acceleration or to collect unearned interest at the
time of such acceleration.

     Capitalized terms used herein and not otherwise defined shall
have the meaning ascribed to them in the Loan Agreement.

     This Note may not be changed, modified, or terminated orally,
but only by an agreement in writing signed by the party to be
charged.

     IN THE EVENT OF ANY LITIGATION WITH RESPECT TO THIS REVOLVING
CREDIT NOTE, COMPANY WAIVES (TO THE EXTENT PERMITTED BY LAW) THE
RIGHT TO A TRIAL BY JURY, ALL RIGHTS OF SETOFF AND RIGHTS TO
INTERPOSE COUNTERCLAIMS AND CROSS-CLAIMS (UNLESS SUCH SETOFF,
COUNTERCLAIM OR CROSS-CLAIM COULD NOT, BY REASON OF ANY APPLICABLE
FEDERAL OR STATE PROCEDURAL LAWS, BE INTERPOSED, PLEADED OR ALLEGED
IN ANY OTHER ACTION) AND THE DEFENSES OF FORUM NON CONVENIENS AND
IMPROPER VENUE.  COMPANY HEREBY IRREVOCABLY CONSENTS TO THE NON-EXCLUSIVE 
JURISDICTION OF THE COURTS OF THE STATE OF TEXAS AND OF
ANY FEDERAL COURT LOCATED IN THE DALLAS, TEXAS, IN CONNECTION WITH
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
REVOLVING CREDIT NOTE.  THIS NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS WITHOUT
REGARD TO PRINCIPLES OF CONFLICTS OF LAW AND SHALL BE BINDING UPON
THE SUCCESSORS AND ASSIGNS OF COMPANY AND INURE TO THE BENEFIT OF
BANK ONE AND ITS SUCCESSORS AND ASSIGNS.  

     If any term or provision of this Revolving Credit Note shall
be held invalid, illegal or unenforceable, the validity of all
other terms and provisions herein shall in no way be affected
thereby.

     This Note is restated in accordance with the terms of that
certain Second Modification and Extension Agreement dated on even
date herewith by and between Company and Bank One to conform the
terms of this Note to the amended definition of "Revolving Credit
Commitment" contained in the Second Modification and Extension
Agreement.  

     IN WITNESS WHEREOF, the Company has executed and delivered
this Note as of the date first written above.


                                    SHOWBIZ PIZZA TIME, INC.



                              By:   /s/ Larry G. Page             
                                   ---------------------------
                                    Name:  Larry G. Page     
                                    Title:Executive Vice President, Chief
                                    Financial Officer and Treasurer