FORM 10-K/A
                                (Amendment No. 1)

|X|  Annual report  pursuant to Section 13 or 15(d) of the  Securities  Exchange
     Act of 1934 for the fiscal year ended December 28, 2003.

|_|  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 jurisdiction of                  (I.R.S. Employer
     incorporation or organization)               Identification No.)

       4441 West Airport Freeway
             Irving, Texas                               75062

 (Address of principal executive offices)             (Zip Code)

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

           SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                        Common Stock, par value $.10 each
                                (Title of Class)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:


                                      None

     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 if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-K/A or any  amendment to
this Form 10-K/A. Yes |X| No |_|

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2) Yes |X| No |_|

     At March 8, 2004,  an aggregate of  38,052,780  shares of the  registrant's
Common  Stock,  par value of $.10 each  (being  the  registrant's  only class of
common stock), were outstanding.

     At June 30, 2003,  the  aggregate  market value of our common stock held by
non-affiliates of the registrant was $974,078,384.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions  of the  registrant's  definitive  Proxy  Statement,  to be  filed
pursuant to Section 14(a) of the Act in connection  with the  registrant's  2004
annual meeting of shareholders,  have been incorporated by reference in Part III
of this report.








                                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  contained in those
finanacial  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.

     Following an extensive analysis of its lease-related  accounting  policies,
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  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. 1 on Form 10-K/A to the Company's  annual report on Form
10-K for the fiscal year ended December 28, 2003 ("Original Filing"),  initially
filed with the Securities and Exchange  Commission ("SEC") on March 11, 2004, is
being filed to reflect restatements of the Company's consolidated balance sheets
at  December  28, 2003 and  December  29,  2002 and the  Company's  consolidated
statements of earnings,  changes in  stockholders'  equity  (including  retained
earnings at beginning of fiscal year 2001) and  consolidated  cash flows for the
fiscal years ended  December 28, 2003,  December 29, 2002 and December 30, 2001,
and  the  notes  related  thereto.  For a more  detailed  description  of  these
restatements,   see  Note  2,  "Restatement  of  Financial  Statements"  to  the
accompanying audited 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-K/A.

     For the  convenience of the reader,  this Form 10-K/A includes the Original
Filing in its entirety. However, this Form 10-K/A only amends and restates Items
6, 7, 8 and  9(a)  of  Part II 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 15 of Part IV of the Original
Filing has been  amended to contain  the consent of our  independent  registered
public  accounting  firm  and  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 consent of the independent registered
public accounting firm and the certifications of our Chief Executive Officer and
Chief  Financial  Officer are attached to this Form 10-K/A as Exhibits 23, 31.1,
31.2, and 32.1, respectively.

     Except for the foregoing amended information and the retroactive adjustment
of all share and per share information for the effects of a three-for-two  stock
split in the form of a special stock dividend  effected on March 15, 2004,  this
Form 10-K/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 March 28, 2004, June 27, 2004 and September 26, 2004
which are being  filed  subsequent  to this  filing of this Form  10-K/A and any
reports filed with the SEC subsequent to this filing.





     We have not amended and do not intend to amend our previously-filed  Annual
Reports on Form 10-K or our Quarterly  Reports on Form 10-Q for periods affected
by the  Restatement  other than the Form 10-K for the fiscal year ended December
28, 2003 and the Forms 10-Q for the fiscal  quarters ended March 28, 2004,  June
27,2004 and  September 26, 2004.  For this reason,  the  consolidated  financial
statements, auditors' reports and related financial information for the affected
periods contained in any other prior reports should no longer be relied upon.






                                   P A R T   I

Item 1. Business

General

     CEC  Entertainment,  Inc. (the "Company") was  incorporated in the state of
Kansas in 1980 and is  engaged  in the  family  restaurant/entertainment  center
business.  The  Company  considers  this to be its sole  industry  segment.  Our
principal  executive  offices are located at 4441 W.  Airport  Freeway,  Irving,
Texas 75062. The Company maintains a website at www.chuckecheese.com.  Documents
available on our website include the Company's (i) Code of Business  Conduct and
Ethics, (ii) Corporate  Governance  Guidelines and (iii) charters for the Audit,
Compensation and Nominating/Corporate Governance Committees. These documents are
also available in print to any stockholder who requests a copy. In addition,  we
make  available  free of charge  through our website our annual  reports on Form
10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments
to those reports as soon as reasonably  practicable  after electronic  filing or
furnishing of such material with the Securities and Exchange Commission.

     The Company  operated,  as of December 28, 2003,  418 Chuck E. Cheese's (R)
("Chuck E.  Cheese's")  restaurants.  In  addition,  as of  December  28,  2003,
franchisees of the Company operated 48 Chuck E. Cheese's restaurants.


Chuck E. Cheese's Restaurants

Business Development

     Chuck E.  Cheese's  restaurants  offer a variety  of  pizzas,  a salad bar,
sandwiches,  appetizers and desserts and feature musical and comic entertainment
by  robotic  and  animated   characters,   family  oriented  games,   rides  and
arcade-style activities. The restaurants are intended to appeal to families with
children between the ages of two and 12. The Company opened its first restaurant
in March 1980.

     The  Company and its  franchisees  operate in a total of 48 states and five
countries.  The Company owns and operates  Chuck E. Cheese's  restaurants  in 41
states and Canada. See "Item 2. Properties."

     The  following  table sets forth  certain  information  with respect to the
Chuck  E.  Cheese's  restaurants  owned  by  the  Company  (excludes  franchised
restaurants and one T.J. Hartford's Grille and Bar).



                                              2003            2002            2001
                                              ----            ----            ----
                                                                
Average annual revenues
     per restaurant (1)                  $ 1,628,000     $ 1,641,000     $ 1,634,000

Number of restaurants open at end
     of period                                   418             384             350

Percent of total restaurant revenues:
     Food and beverage sales                    66.5%           66.7%           68.0%
     Game sales                                 31.0%           30.8%           29.5%
     Merchandise sales                           2.5%            2.5%            2.5%

- -------

(1)  In computing these averages, only restaurants that were open for a period greater
     than eighteen months at the beginning of each respective year were included (331,
     300 and 275 restaurants in 2003, 2002 and 2001,  respectively).  All fiscal years
     presented consisted of 52 weeks.





     The revenues from Chuck E. Cheese's restaurants are seasonal in nature. The
restaurants  tend to generate  more  revenues  during the first and third fiscal
quarters as compared to the second and fourth fiscal quarters.

     Each Chuck E. Cheese's restaurant  typically employs a general manager, one
or two managers,  an electronic  specialist  who is  responsible  for repair and
maintenance of the robotic  characters and games,  and 45 to 75 food preparation
and service employees, most of whom work part-time.

     To  maintain a unique and  exciting  environment  in the  restaurants,  the
Company  believes it is essential to reinvest  capital  through the evolution of
its games,  rides and entertainment  packages and continuing  enhancement of the
facilities.

     In 2000, the Company  initiated a Phase III upgrade  program that generally
includes a new toddler play area, skill games and rides, kiddie games and rides,
SkyTubes(R)  enhancements,  and prize area  enhancements  with  ticket  counting
machines.  The Company  completed  Phase III  upgrades  in 28,  105,  123 and 50
restaurants  in 2000,  2001,  2002 and 2003,  respectively,  and completed  this
upgrade  program in 2003.  In 2003,  the Company also  initiated a game rotation
plan.  The primary  components  of this plan are to provide new and  transferred
games and rides and enhanced consumer marketing  materials  including a new menu
board. The Company is currently testing revisions to the building exterior along
with interior  enhancements  in conjunction  with a game  rotation.  The Company
completed  33 game  rotations  in  2003  and  plans  to  complete  60 to 80 game
rotations in 2004.

     In 2003, the Company also began a major remodel or reconfiguration  plan 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 primary components of a reconfiguration include a relocation of
the dining and  playroom  areas,  expansion  of the space  allocated to the game
room, and an increase in the number of games. The Company  completed three major
remodels or  reconfigurations  in 2003 and has identified ten specific locations
for a major  remodel or  reconfiguration  including  three  franchise  locations
acquired in 2003.

     The Company has expanded the customer areas of 88  restaurants  since 1995,
including  restaurants  with  increased  seating  capacity  due  to an  enhanced
showroom  package.  The Company  plans to continue its strategy of expanding the
customer  areas and seating  capacity of four to five  selected  restaurants  in
2004. The customer area of expanded  restaurants,  other than  restaurants  with
increased  seating capacity due to an enhanced  showroom  package,  is typically
increased by an average of 1,000 to 4,000 square feet per store.

     The  Company  has added 35, 35 and 30  Company-operated  Chuck E.  Cheese's
restaurants in 2003, 2002 and 2001, respectively, including restaurants acquired
from  franchisees.  The Company  anticipates  adding  approximately 36 to 40 new
restaurants  in 2004  through a  combination  of  opening  new  restaurants  and
acquiring existing franchise restaurants.  At the beginning of 2004, the Company
has identified  development  opportunities  for  approximately  300  restaurants
including those restaurants expected to open in 2004.

     The  Company  periodically  reevaluates  the  site  characteristics  of its
restaurants.  The Company will  consider  relocating  the  restaurant  to a more
desirable site in the event certain site  characteristics  considered  essential
for the success of a restaurant deteriorate.

     The Company believes its ownership of trademarks in the names and character
likenesses  featured  in the  operation  of  its  restaurants  are an  important
competitive advantage.


Restaurant Design and Entertainment

     Chuck E. Cheese's  restaurants are typically located in shopping centers or
in  free-standing  buildings near shopping centers and generally occupy 7,000 to
14,000 square feet in area. Chuck E. Cheese's  restaurants are typically divided
into three areas: a kitchen and related area (cashier and prize area, salad bar,
manager's office,  technician's office, restrooms,  etc.) occupies approximately
35% of the space,  a dining area occupies  approximately  25% of the space and a
playroom area occupies approximately 40% of the space.




     The dining area of each Chuck E. Cheese's  restaurant features a variety of
comic and  musical  entertainment  by  computer-controlled  robotic  characters,
together with video monitors and animated  props,  located on various stage type
settings.  The dining area typically provides table and chair seating for 250 to
375 customers.

     Each Chuck E.  Cheese's  restaurant  typically  contains a family  oriented
playroom area offering  approximately  45 coin and  token-operated  attractions,
including  arcade-style  games,  kiddie rides, a toddler play area, video games,
skill  oriented  games and other  similar  entertainment.  Most  games  dispense
tickets  that can be redeemed by guests for prize  merchandise  such as toys and
dolls.  Also included in the playroom area are tubes and tunnels  suspended from
or reaching to the ceiling  ("SkyTubes(R)")  or other free attractions for young
children,  with booth and table seating for the entire family. The playroom area
normally occupies approximately 60% of the restaurant's customer area. A limited
number of free tokens are furnished with food orders.  Additional  tokens may be
purchased. Tokens are used to play the games and rides in the playroom.


Food and Beverage Products

     Each Chuck E. Cheese's  restaurant offers a variety of pizzas, a salad bar,
sandwiches,  appetizers  and  desserts.  Soft  drinks,  coffee  and tea are also
served,  along with beer and wine where  permitted  by local  laws.  The Company
believes  that the  quality  of its food  compares  favorably  with  that of its
competitors.

     The  majority  of  food,   beverages   and  other   supplies  used  in  the
Company-operated  restaurants  are  currently  distributed  under a  system-wide
agreement  with a  major  food  distributor.  The  Company  believes  that  this
distribution  system creates certain cost and operational  efficiencies  for the
Company.


Marketing

     The  primary  customer  base  for the  Company's  restaurants  consists  of
families  having children  between the ages of two and 12. The Company  conducts
advertising  campaigns  which are targeted at families with young  children that
feature the family  entertainment  experiences  available  at Chuck E.  Cheese's
restaurants  and are  primarily  aimed at  increasing  the frequency of customer
visits. The primary  advertising  medium continues to be television,  due to its
broad access to family  audiences  and its ability to  communicate  the Chuck E.
Cheese's experience.  The television  advertising  campaigns are supplemented by
promotional offers in newspapers, the Company's website and direct e-mail.

Franchising

     The Company began franchising its restaurants in October 1981 and the first
franchised  restaurant  opened in June 1982.  At December 28, 2003,  48 Chuck E.
Cheese's  restaurants were operated by a total of 29 different  franchisees,  as
compared to 50 of such restaurants at December 29, 2002. Currently,  franchisees
have  expansion  rights to open an additional  five franchise  restaurants.  The
Company is not granting additional United States franchises.

     The Chuck E. Cheese's standard franchise agreements grant to the franchisee
the  right  to  construct  and  operate  a  restaurant  and use  the  associated
trademarks within the standards and guidelines  established by the Company.  The
franchise  agreement  presently offered by the Company has an initial term of 15
years and includes a 10-year renewal option. The standard agreement provides the
Company  with a right of first  refusal  should a  franchisee  decide  to sell a
restaurant.  The earliest  expiration  dates of  outstanding  Chuck E.  Cheese's
franchises are in 2004.

     The Company and its franchisees  created The  International  Association of
CEC Entertainment, Inc., (the "Association"), to discuss and consider matters of
common interest  relating to the operation of corporate and franchised  Chuck E.
Cheese's restaurants, to serve as an advisory council to the Company and to plan
and approve  contributions to and expenditures from the Advertising Fund [a fund
established  and managed by the  Association  that pays the costs of system-wide
advertising] and the  Entertainment  Fund [a fund established and managed by the
Association to further develop and improve entertainment  attractions].  Routine
business matters of the Association are conducted by a Board of Directors of the
Association,  composed of five members appointed by the Company and five members
elected  by the  franchisees.  The  Association  is  included  in the  Company's
consolidated financial statements.




     The franchise  agreements  governing existing  franchised Chuck E. Cheese's
restaurants in the United States  currently  require each franchisee to pay: (i)
to the Company, in addition to an initial franchise fee of $50,000, a continuing
monthly royalty fee equal to 3.8% of gross sales;  (ii) to the Advertising  Fund
of the  Association  an amount  equal to 2.9% of gross  sales;  and (iii) to the
Entertainment  Fund an amount equal to 0.2% of gross  sales.  Under the Chuck E.
Cheese's  franchise  agreements,  the  Company  is  required,  with  respect  to
Company-operated  restaurants,  to spend for local advertising and to contribute
to the  Advertising  Fund  and the  Entertainment  Fund  at the  same  rates  as
franchisees.  The  Company  and  its  franchisees  could  be  required  to  make
additional  contributions  to the Association to fund any cash deficits that may
be incurred by the Association.


Competition

     The restaurant and entertainment industries are highly competitive,  with a
number of major  national and regional  chains  operating in the  restaurant  or
family  entertainment  business.  Although  other  restaurant  chains  presently
utilize  the  combined  family   restaurant  /  entertainment   concept,   these
competitors primarily operate on a regional, market-by-market basis.

     The Company believes that it will continue to encounter  competition in the
future.  Major  national  and  regional  chains,  some of which may have capital
resources as great or greater than the Company,  are competitors of the Company.
The Company believes that the principal  competitive  factors affecting Chuck E.
Cheese's restaurants are established brand recognition,  the relative quality of
food and service, quality and variety of offered entertainment, and location and
attractiveness  of  the  restaurants  as  compared  to  its  competitors  in the
restaurant or entertainment industries.


T.J. Hartford's Grille and Bar

     In 2001, the Company opened a full service casual dining  restaurant with a
game room area named T.J. Hartford's Grille and Bar aimed at a broad demographic
target offering medium priced, high quality food,  including alcoholic beverages
in a relaxed entertaining atmosphere.

Trademarks

     The Company,  through a wholly owned subsidiary,  owns various  trademarks,
including  "Chuck E. Cheese" and "T.J.  Hartford's"  that are used in connection
with the restaurants  and have been  registered with the appropriate  patent and
trademark  offices.  The duration of such  trademarks is  unlimited,  subject to
continued  use.  The Company  believes  that it holds the  necessary  rights for
protection of the marks considered  essential to conduct its present  restaurant
operations.


Government Regulation

     The development and operation of Chuck E. Cheese's  restaurants are subject
to various  federal,  state and local laws and  regulations,  including  but not
limited  to those  that  impose  restrictions,  levy a fee or tax,  or require a
permit or license on the service of  alcoholic  beverages  and the  operation of
games and rides.  The Company is subject to the Fair Labor  Standards  Act,  the
Americans  With  Disabilities  Act, and Family  Medical  Leave Act  mandates.  A
significant  portion of the  Company's  restaurant  personnel  are paid at rates
related to the minimum wage  established by federal and state law.  Increases in
such  minimum  wage result in higher  labor costs to the  Company,  which may be
partially offset by price increases and operational efficiencies.












Working Capital Practices

     The Company  attempts to maintain only sufficient  inventory of supplies in
its restaurants to satisfy current  operational  needs.  The Company's  accounts
receivable consist primarily of credit card receivables, tax receivables, vendor
rebates and construction advances.


Employees

     The Company's  employment  varies  seasonally,  with the greatest number of
people being  employed  during the summer  months.  On December  28,  2003,  the
Company  employed  approximately  16,900  employees,  including  16,600  in  the
operation of Chuck E. Cheese's and T.J.  Hartford's  Grille and Bar  restaurants
and 300 employed by the Company in its executive offices.  None of the Company's
employees are members of any union or collective  bargaining  group. The Company
considers its employee relations to be good.






Item 2. Properties

     The following table sets forth certain  information  regarding the Chuck E.
Cheese's restaurants operated by the Company as of December 28, 2003.

                                                     Chuck E.
            Domestic                                 Cheese's
            --------                                 --------

            Alabama                                      6
            Arkansas                                     4
            California                                  63
            Colorado                                     8
            Connecticut                                  6
            Delaware                                     2
            Florida                                     22
            Georgia                                     16
            Idaho                                        1
            Illinois                                    21
            Indiana                                     10
            Iowa                                         4
            Kansas                                       4
            Kentucky                                     2
            Louisiana                                    7
            Maryland                                    12
            Maine                                        1
            Massachusetts                               10
            Michigan                                    17
            Minnesota                                    5
            Mississippi                                  2
            Missouri                                     8
            Nevada                                       4
            Nebraska                                     2
            New Hampshire                                2
            New Jersey                                  15
            New Mexico                                   2
            New York                                    18
            North Carolina                               8
            Ohio                                        17
            Oklahoma                                     3
            Pennsylvania                                18
            Rhode Island                                 1
            South Carolina                               5
            South Dakota                                 1
            Tennessee                                   11
            Texas                                       50
            Virginia                                    10
            Washington                                   4
            West Virginia                                1
            Wisconsin                                    9
                                                      ----
                                                       412
            International
            -------------

            Canada                                       6
                                                      ----

                                                       418
                                                      ====





     Of the 418  Chuck  E.  Cheese's  restaurants  owned  by the  Company  as of
December 28, 2003, 367 occupy leased premises and 51 occupy owned premises.  The
leases of these  restaurants  will expire at various times from 2004 to 2028, as
described in the table below.


      Year of                         Number of          Range of Renewal
     Expiration                      Restaurants          Options (Years)
     ----------                      -----------         ----------------

       2004                                6                None to  5
       2005                               31                None to 15
       2006                               36                None to 10
       2007                               46                None to 15
       2008 and thereafter               248                None to 20


     The leases of Chuck E.  Cheese's  restaurants  contain terms that vary from
lease to lease,  although  a typical  lease  provides  for a primary  term of 10
years,  with two additional  five-year options to renew, and provides for annual
minimum rent payments of approximately  $4.00 to $31.00 per square foot, subject
to  periodic  adjustment.  It is common for the  Company to take  possession  of
leased  premises  prior  to  the  commencement  of  rents  for  the  purpose  of
constructing leasehold  improvements.  The restaurant leases require the Company
to pay the  cost of  repairs,  insurance  and real  estate  taxes  and,  in many
instances, provide for additional rent equal to the amount by which a percentage
(typically 6%) of gross revenues exceeds the minimum rent.


Item 3. 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.



Item 4. Submission of Matters to a Vote of Security Holders.

     No matters were  submitted to a vote of security  holders during the fourth
quarter of 2003.





                                 P A R T   I I


Item 5. Market for Registrant's Common Equity and Related Stockholder Matters.

     As of March 8, 2004,  there were an aggregate of  38,052,780  shares of the
Company's  Common Stock  outstanding  and  approximately  2,238  stockholders of
record.

     The Company's  Common Stock is listed on the New York Stock  Exchange under
the symbol  "CEC." The  following  table sets forth the highest and lowest price
per share of the Common Stock during each  quarterly  period within the two most
recent years, as reported on the New York Stock Exchange (retroactively adjusted
for a three-for-two stock split effective on March 15, 2004):


                                            High                 Low
                                            ----                 ---

     2003
               - 1st quarter              $ 21.11              $ 16.03
               - 2nd quarter                24.97                17.40
               - 3rd quarter                27.17                22.83
               - 4th quarter                34.67                25.99

     2002
               - 1st quarter              $ 33.30              $ 27.88
               - 2nd quarter                32.91                26.66
               - 3rd quarter                28.28                21.93
               - 4th quarter                23.86                15.93




     The Company has not paid any cash  dividends on its Common Stock and has no
present  intention of paying cash dividends  thereon in the future.  The Company
plans to retain  any  earnings  to  finance  anticipated  capital  expenditures,
repurchase the Company's  Common Stock and reduce its long-term debt. The future
dividend policy with respect to the Common Stock will be determined by the Board
of Directors of the Company,  taking into  consideration  factors such as future
earnings,  capital requirements,  potential loan agreement  restrictions and the
financial condition of the Company.























Item 6. Selected Financial Data.




                                                             2003 (3)      2002 (3)      2001 (3)      2000 (3)      1999 (3)
                                                            ---------     ---------     ---------     ---------     ---------
                                                                       (Thousands, except per share and store data)
                                                                                                     
Operating results (1)

Revenues .................................................  $ 654,598     $ 602,201     $ 562,227     $ 506,111     $ 440,904
Costs and expenses .......................................    544,500       494,629       462,940       421,355       372,899
                                                            ---------     ---------     ---------     ---------     ---------
Income before income taxes ...............................    110,098       107,572        99,287        84,756        68,005
Income taxes .............................................     42,717        41,772        38,721        33,048        26,282
                                                            ---------     ---------     ---------     ---------     ---------
Net income ...............................................  $  67,381     $  65,800     $  60,566     $  51,708     $  41,723
                                                            =========     =========     =========     =========     =========

Per share (2)(4):
   Basic:
     Net income ..........................................  $    1.70     $    1.58     $    1.44     $    1.27     $    1.02
   Weighted average shares outstanding....................     39,654        41,511        41,724        40,499        40,506

   Diluted:
     Net income ..........................................  $    1.66     $    1.55     $    1.41     $    1.23     $     .99
     Weighted average shares outstanding..................     40,389        42,263        42,771        41,759        41,883

Cash flow data:
   Cash provided by operations ...........................  $ 158,730     $ 136,395     $ 121,889     $  97,623     $  81,098
   Cash used in investing activities .....................    (94,226)     (112,686)     (111,058)      (89,363)     (102,814)
   Cash provided by (used in) financing activities .......    (68,651)      (15,177)      (14,449)       (3,691)       21,237

Balance sheet data:
   Total assets ..........................................  $ 582,983     $ 537,251     $ 457,430     $ 386,724     $ 329,686
   Long-term obligations (including current portion
     and redeemable preferred stock) .....................     84,259        77,211        65,445        60,670        66,859
   Shareholders' equity ..................................    364,323       359,907       316,201       264,846       207,448

Number of restaurants at year end:
     Company operated.....................................        418           384           350           324           294
     Franchise............................................         48            50            52            55            55
                                                            ---------     ---------     ---------     ---------     ---------
                                                                  466           434           402           379           349
                                                            =========     =========     =========     =========     =========

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

(1)  All fiscal years presented were 52 weeks in length.

(2)  No cash dividends on common stock were paid in any of the years presented.

(3)  Amounts  have been  adjusted as a result of the  Restatement.  Amounts for 2003,  2002 and 2001 are  discussed  in Item 7
     "Management's  Discussion  and  Analysis  of  Financial  Condition  and  Results  of  Operations",  and in  Note 2 to the
     consolidated financial statements..

(4)  All share and per share  information  have been  retroactively  adjusted for the effects of a  three-for-two  stock split
     effected in the form of a special stock dividend that was effective on March 15, 2004.







Item 7. 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.  As a result,  the Company has restated
its consolidated  financial  statements for the fiscal years 2003, 2002 and 2001
and selected financial information for fiscal years 2000 and 1999.

     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  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.

     The cumulative  effect of the restatement  adjustments  through fiscal year
2003 is to increase property and equipment $2.6 million,  increase deferred rent
liability  $37.7  million,  increase  obligations  under  capital  leases  $11.0
million,  decrease  deferred tax liability  $17.9 million and decrease  retained
earnings  $28.2  million of which $17.4  million  relate to years prior to 2001.
Increases in rent expense, depreciation expense and interest expense, net of the
related tax effects,  resulted in decreases in net income of $3.4 million,  $3.7
million and $3.6 million,  and in diluted  earnings per share of $.08,  $.09 and
$.08, in fiscal years 2003, 2002 and 2001, respectively.

     The following has been updated to give effect to the Restatement.

     Results of Operations

     A summary of the results of  operations  of the Company as a percentage  of
revenues for the last three fiscal years is shown below.



                                                 2003            2002            2001
                                             -------------   -------------   -------------
                                             (as restated)   (as restated)   (as restated)
                                                                        
Revenues ..................................      100.0%          100.0%          100.0%
                                                 -----           -----           -----
Costs and expenses:
    Cost of sales..........................       44.3%           44.2%           44.5%
    Selling, general and administrative....       12.7%           12.3%           13.0%
    Depreciation and amortization..........        7.6%            7.3%            6.9%
    Interest expense.......................         .3%             .3%             .4%
    Other operating expenses...............       18.3%           18.0%           17.5%
                                                 -----           -----           -----
                                                  83.2%           82.1%           82.3%
                                                 -----           -----           -----
Income before income taxes.................       16.8%           17.9%           17.7%
                                                 =====           =====           =====






     2003 Compared to 2002

     Revenues

     Revenues  increased  8.7% to $654.6  million in 2003 from $602.2 million in
2002 primarily due to an increase in the number of Company-operated restaurants.
The  Company  opened  32  new  restaurants,   acquired  three  restaurants  from
franchisees and closed one restaurant in 2003.  Comparable store sales decreased
0.3%.   Average  annual  revenues  per  restaurant   declined  to  approximately
$1,628,000 in 2003 from approximately  $1,641,000 in 2002. Menu prices increased
0.8% between the two years.

     Revenues  from  franchise  fees and  royalties  were $3.3  million  in 2003
compared to $3.2 million in 2002.  During 2003,  two new  franchise  restaurants
opened,  three  franchise  restaurants  were  acquired  by the  Company  and one
franchise restaurant closed.  Franchise comparable store sales increased 1.4% in
2003.

     Costs and Expenses

     Costs and expenses as a percentage  of revenues  increased to 83.2% in 2003
from 82.1% in 2002.

     Cost of sales as a percentage  of revenues  increased to 44.3% in 2003 from
44.2% in 2002. Costs of food, beverage,  and related supplies as a percentage of
revenues  were  12.2% in both  2003 and  2002.  Costs of games  and  merchandise
increased to 4.3% in 2003 from 4.2% in 2002  primarily due to higher prize costs
resulting from a guest value program  implemented in the second quarter of 2003.
Restaurant labor expenses as a percentage of revenues remained constant at 27.8%
in both 2003 and 2002.

     Selling,  general and  administrative  expenses as a percentage of revenues
increased to 12.7% in 2003 from 12.3% in 2002  primarily  due to a $4.25 million
charge in 2003 relating to the settlement, subject to court approval, of a class
action wage and hour lawsuit filed in the State of California.


     Depreciation and amortization expense as a percentage of revenues increased
to 7.6% in 2003 from  7.3% in 2002  primarily  due to  capital  invested  in new
restaurants and remodels.

     Interest  expense as a  percentage  of  revenues  was 0.3% in both 2003 and
2002.

     Other operating  expenses increased as a percentage of revenues to 18.3% in
2003 from  18.0% in 2002  primarily  due to losses on the  disposal  of  assets,
repairs and property taxes.

     The Company's effective income tax rate was 38.8% in both 2003 and 2002.

     Net Income

     The  Company  had net  income of $67.4  million in 2003  compared  to $65.8
million in 2002 due to the changes in revenues and expenses discussed above. The
Company's  diluted  earnings per share increased 7.8% to $2.50 per share in 2003
compared  to $2.32  per  share in 2002 due to the 2.4%  increase  in net  income
discussed above and a 4.6% decrease in the Company's  number of weighted average
shares  outstanding.  Weighted average diluted shares  outstanding  decreased to
26.9 million in 2003 from 28.2 million in 2002  primarily  due to the  Company's
share repurchase program.

     2002 Compared to 2001

     Revenues

     Revenues  increased  7.1% to $602.2  million in 2002 from $562.2 million in
2001 due to new  restaurants.  The Company opened 32 new  restaurants,  acquired
three restaurants from franchisees and closed one restaurant in 2002. Comparable
store sales  decreased  1.0%.  The Company  completed  Phase III upgrades in 105
restaurants  in 2001 and 123  restaurants in 2002.  Average annual  revenues per
restaurant  increased to  approximately  $1,641,000  in 2002 from  approximately
$1,634,000 in 2001. Menu prices increased 0.4% between the two years.




     Revenues from  franchise  fees and royalties were $3.2 million in both 2002
and 2001. One new franchise  restaurant  opened and three franchise  restaurants
were  acquired by the Company  during  2002.  Franchise  comparable  store sales
decreased 0.4% in 2002.

     Costs and Expenses

     Costs and expenses as a percentage  of revenues  decreased to 82.1% in 2002
from 82.3% in 2001.

     Cost of sales as a percentage  of revenues  decreased to 44.2% in 2002 from
44.5% in 2001. Costs of food, beverage,  and related supplies as a percentage of
revenues  decreased to 12.2% in 2002 from 12.8% in 2001  primarily  due to lower
cheese costs. Costs of games and merchandise decreased to 4.2% in 2002 from 4.4%
in 2001 due to buying efficiencies. Restaurant labor expenses as a percentage of
revenues  increased  to 27.8% in 2002 from  27.3% in 2001  primarily  due to the
decrease in comparable store sales and higher average wage rates.

     Selling,  general and  administrative  expenses as a percentage of revenues
declined to 12.3% in 2002 from 13.0% in 2001 primarily due to scale efficiencies
in advertising expense and corporate overhead costs.

     Depreciation and amortization expense as a percentage of revenues increased
to  7.3%  in  2002  from  6.9%  in  2001  primarily  due  to  increased  capital
expenditures and the decrease in comparable store sales.

     Interest  expense as a percentage  of revenues was 0.3% in 2002 compared to
0.4% in 2001 primarily due to a reduction in interest rates.

     Other operating  expenses increased as a percentage of revenues to 18.0% in
2002 from  17.5% in 2001  primarily  due to higher  insurance  costs.  Insurance
expense  increased  approximately  $5.3 million in 2002  compared to 2001 due to
several factors  including  higher  premiums,  claim loss experience and medical
costs.

     The Company's effective income tax rate was 38.8% in 2002 and 39.0% in 2001
due to lower estimated state tax rates.

     Net Income

     The  Company  had net  income of $65.8  million in 2002  compared  to $60.6
million in 2001 due to the changes in revenues and expenses discussed above. The
Company's  diluted  earnings  per  share  increased  to $2.32  per share in 2002
compared to $2.11 per share in 2001.

     Critical Accounting Policies

     In preparing the Company's financial statements,  management is required to
make  ongoing  estimates  and  judgments  based  on the  information  available.
Management  believes the following critical accounting policies require the most
significant estimates and judgments.

     Self Insurance

     The Company  estimates its  liability  for incurred but  unsettled  general
liability  and  workers  compensation  related  claims  under  its self  insured
retention  programs,  including reported losses in the process of settlement and
losses  incurred but not  reported.  The  estimate is based on loss  development
factors  determined  through  actuarial  methods  using the  actual  claim  loss
experience of the Company subject to adjustment for current trends. Revisions to
the estimated  liability  resulting from ongoing periodic reviews are recognized
in the period in which the differences are identified.  Significant increases in
general liability and workers  compensation claims could have a material adverse
impact on future operating results.

     Impairment of Long-Lived Assets

     The  Company   periodically   reviews  the   estimated   useful  lives  and
recoverability of its depreciable  assets based on factors including  historical
experience, the expected beneficial service period of the asset, the quality and
durability of the asset and the Company's  maintenance policy including periodic
upgrades.  Changes  in useful  lives  are made on a  prospective  basis,  unless
factors  indicate the carrying amounts of the assets may not be recoverable from
estimated future cash flows and an impairment write-down is necessary.

Recent Accounting Pronouncements

     Recent   Accounting   Pronouncements:   In  December  2003,  the  Financial
Accounting  Standards Board issued a revision to Financial  Accounting Standards
Board  Interpretation  No. 46 ("FIN  46R").  FIN 46R requires an  evaluation  of
franchise  arrangements  to  determine  if  franchisees  should be  consolidated
beginning in the first  quarter of fiscal 2004.  The Company is currently in the
process of evaluating FIN 46R but does not believe that its adoption will have a
material effect on the Company's financial statements.




     Inflation

     The  Company's  cost of  operations,  including  but not  limited to labor,
supplies,  utilities,  financing and rental costs, are significantly affected by
inflationary  factors.  The Company pays most of its part-time  employees  rates
that are  related to  federal  and state  mandated  minimum  wage  requirements.
Management  anticipates  that any increases in federally  mandated  minimum wage
would result in higher costs to the Company,  which the Company expects would be
partially  offset  by  menu  price  increases  and  increased   efficiencies  in
operations.

     Financial Condition, Liquidity and Capital Resources

     Cash provided by operations increased to $158.7 million in 2003 from $136.4
million in 2002.  Cash outflows from  investing  activities  for 2003 were $94.2
million, primarily related to capital expenditures. Cash outflows from financing
activities for 2003 were $68.7 million,  primarily  related to 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.

     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 rotation plan, c) major remodels or reconfigurations
and d) expansions of the retail area of existing restaurants.  In addition,  the
Company is  currently  testing  revisions to the  building  exterior  along with
interior enhancements in conjunction with a game rotation.

     The game  rotation  plan began in 2003 and has an average  capital  cost of
approximately  $60,000  per store.  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.
Expansion of the retail  areas may vary widely  based on square  footage and can
range in cost from  $200,000 to $900,000 but generally  have an average  capital
cost of approximately $500,000.

     During  2003,  the  Company  opened  32  new  restaurants,  acquired  three
restaurants  from  franchisees  and  completed  the  game  rotation  plan  in 33
restaurants, completed three reconfigurations and three expansions. In 2003, the
Company  also  completed  its Phase III  upgrade  program  with  upgrades  in 50
restaurants.  The average cost of a Phase III upgrade was approximately $205,000
to  $215,000  per store.  A Phase III upgrade  generally  included a new toddler
area, skill games and rides, kiddie games and rides, SkyTube enhancements, prize
area improvements and Kid Check modifications.

     In 2004, the Company plans to add 36 to 40 stores 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 store 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  game  rotations  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 10 to 20 potential  locations
for a major remodel  including the three franchise  locations  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 a game
rotation.  The Company  expects the aggregate  capital costs of completing  game
rotations,  major remodels and  reconfigurations and expansions in 2004 to total
approximately $16 million and impact 105 to 110 restaurants.




     The Company currently  estimates that capital  expenditures in 2004 will be
$79 million to $85  million.  The Company  plans to finance  these  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.  In 2003,  the Company  repurchased
3,428,665  shares of its common  stock at an  aggregate  price of  approximately
$82.6  million.  Beginning in 1993  through  2003,  the Company has  repurchased
approximately  15.2 million shares of the Company's common stock at an aggregate
purchase price of approximately  $207 million.  In 2004, the Company completed a
plan  authorized in 2003 and  announced a new plan to  repurchase  shares of the
Company's common stock at an aggregate  purchase price of up to $75 million.  In
2003,  the  Company  reacquired  all  of its  outstanding  preferred  stock  for
approximately $2.8 million.

     In 2002,  the  Company  entered  into a new line of credit  agreement  that
provides  borrowings  of up to $100  million  and  matures  in  2005.  In  2003,
available  borrowings  under the line of credit  agreement  increased  to $132.5
million.  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 December 28,  2003,  there were
$64.4 million in borrowings under this line of credit. In addition,  the Company
had  outstanding  letters of credit of $3.5 million at December  28,  2003.  The
Company is required  to comply with  certain  financial  ratio tests  during the
terms of the loan agreement.

     The following are contractual cash obligations (as restated) of the Company
as of December 28, 2003 (thousands):



                                                      Cash Obligations Due by Year
                                   -------------------------------------------------------------------
                                     Total       2004       2005        2006       2007     Thereafter
                                     -----       ----       ----        ----       ----     ----------

                                                                       
Operating leases (1)..........     $ 713,580   $ 51,362   $  51,504   $ 50,745   $ 49,035   $ 510,934
Revolving line of credit......        64,400                 64,400
Purchase commitments..........        36,945      4,820       4,966      5,116      5,272      16,771
Capital lease obligations.....        18,613      1,374       1,356      1,160      1,160      13,563
                                   ---------   --------   ---------   --------   --------   ---------
                                   $ 833,538   $ 57,556   $ 122,226   $ 57,021   $ 55,467   $ 541,268
                                   =========   ========   =========   ========   ========   =========

(1) Includes the initial non-cancelable term plus renewal option periods provided for in the lease that
can be reasonably assured.


     In  addition  to  the  above,  the  Company   estimates  that  the  accrued
liabilities for group medical, general liability and workers compensation claims
of approximately  $16.4 million as of December 28, 2003 will be paid as follows:
approximately  $7.9 million to be paid in 2004 and the  remainder  paid over the
six year period from 2005 to 2010.

     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 7A: Quantitative and Qualitative Disclosures About Market Risk

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






Item 8. Financial Statements and Supplementary Data

                             CEC ENTERTAINMENT, INC.
                YEARS ENDED DECEMBER 28, 2003, DECEMBER 29, 2002
                              AND DECEMBER 30, 2001

                                    CONTENTS






                                                                           Page
                                                                           ----
Report of Independent Registered Public Accounting Firm..................   19
Consolidated financial statements (as restated):
   Consolidated balance sheets...........................................   20
   Consolidated statements of earnings and comprehensive income..........   21
   Consolidated statements of shareholders' equity.......................   22
   Consolidated statements of cash flows.................................   23
   Notes to consolidated financial statements............................   24












REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors and Shareholders
CEC Entertainment, Inc.
Irving, Texas


We  have  audited  the   accompanying   consolidated   balance   sheets  of  CEC
Entertainment,  Inc. and  subsidiaries  as of December 28, 2003 and December 29,
2002,  and the related  consolidated  statements  of earnings and  comprehensive
income,  shareholders' equity, and cash flows for each of the three years in the
period  ended   December  28,  2003.   These   financial   statements   are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion,  such consolidated  financial  statements present fairly, in all
material  respects,  the  financial  position  of CEC  Entertainment,  Inc.  and
subsidiaries  as of December 28, 2003 and December 29, 2002,  and the results of
their  operations and their cash flows for each of the three years in the period
ended  December 28, 2003, in conformity  with  accounting  principles  generally
accepted in the United States of America.

As  discussed  in  Note 2,  the  consolidated  financial  statements  have  been
restated.  Also,  these  financial  statements give effect to the stock split on
March 15, 2004 as discussed in Note 12.


DELOITTE & TOUCHE LLP

Dallas, Texas
March 8, 2004
(March 18, 2005 as to effects of the Restatement discussed in Note 2)











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

                                                                                   December 28,    December 29,
                                                                                       2003            2002
                                                                                   -------------   -------------
                                                                                   (as restated)   (as restated)
ASSETS
                                                                                               
Current assets:
   Cash and cash equivalents....................................................     $   8,067       $  12,214
   Accounts receivable, net.....................................................        13,103          11,270
   Inventories..................................................................        12,491          10,716
   Prepaid expenses.............................................................         7,608           5,500
   Deferred tax asset...........................................................         1,487           1,319
                                                                                     ---------       ---------
      Total current assets......................................................        42,756          41,019
                                                                                     ---------       ---------
Property and equipment, net.....................................................       538,756         491,081
                                                                                      --------       ---------

Other assets:
   Notes receivable from related party..........................................                         3,825
   Other .......................................................................         1,471           1,326
                                                                                     ---------       ---------
                                                                                         1,471           5,151
                                                                                     ---------       ---------
                                                                                     $ 582,983       $ 537,251
                                                                                     =========       =========

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Current portion of long-term debt............................................     $     554       $     367
   Accounts payable and accrued liabilities.....................................        58,736          43,002
                                                                                     ---------       ---------
      Total current liabilities.................................................        59,290          43,369
                                                                                     ---------       ---------
Long-term debt, less current portion............................................        75,205          69,545
                                                                                     ---------       ---------
Deferred rent...................................................................        42,816          34,675
                                                                                     ---------       ---------
Deferred tax liability..........................................................        32,849          22,456
                                                                                     ---------       ---------
Accrued insurance ..............................................................         8,500           4,750
                                                                                     ---------       ---------
Commitments and contingencies (Note 8)

Redeemable preferred stock .....................................................                         2,549
                                                                                                     ---------

Shareholders' equity:
   Common stock, $.10 par value; authorized 100,000,000 shares;
     54,481,913 and 53,504,660 shares issued, respectively .....................         5,448           5,350
   Capital in excess of par value...............................................       219,071         200,153
   Retained earnings ...........................................................       350,735         283,516
   Accumulated other comprehensive income (loss)................................           695             (91)
   Less treasury shares of 16,042,418 and 12,613,754, respectively, at cost.....      (211,626)       (129,021)
                                                                                     ---------       ---------
                                                                                       364,323         359,907
                                                                                     ---------       ---------
                                                                                     $ 582,983       $ 537,251
                                                                                     =========       =========



                                 See notes to consolidated financial statements.









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


                                                                                     Fiscal Year
                                                                   -----------------------------------------------
                                                                       2003             2002             2001
                                                                   -------------    -------------    -------------
                                                                   (as restated)    (as restated)    (as restated)

                                                                                              
Food and beverage revenues......................................     $ 433,952        $ 400,119        $ 380,014
Games and merchandise revenues..................................       217,261          198,466          178,766
Franchise fees and royalties....................................         3,335            3,188            3,173
Interest income, including related party income
   of  $404 and $181 in 2002 and 2001, respectively.............            50              428              274
                                                                     ---------        ---------        ---------
                                                                       654,598          602,201          562,227
                                                                     ---------        ---------        ---------
Costs and expenses:
   Cost of sales................................................       290,005          266,357          250,138
   Selling, general and administrative expenses.................        83,024           74,143           73,016
   Depreciation and amortization................................        49,502           43,951           38,972
   Interest expense.............................................         2,194            1,680            2,353
   Other operating expenses.....................................       119,775          108,498           98,461
                                                                     ---------        ---------        ---------
                                                                       544,500          494,629          462,940
                                                                     ---------        ---------        ---------

Income before income taxes......................................       110,098          107,572           99,287

Income taxes....................................................        42,717           41,772           38,721
                                                                     ---------        ---------        ---------

Net income......................................................        67,381           65,800           60,566

Other comprehensive income (loss), net of tax:
   Foreign currency translation.................................           786               87             (148)
                                                                     ---------        ---------        ---------
Comprehensive income............................................     $  68,167        $  65,887        $  60,418
                                                                     =========        =========        =========

Earnings per share:
Basic:
   Net income...................................................     $    1.70        $    1.58        $    1.44
                                                                     =========        =========        =========
   Weighted average shares outstanding..........................        39,654           41,511           41,724
                                                                     =========        =========        =========
Diluted:
   Net income...................................................     $    1.66        $    1.55        $    1.41
                                                                     =========        =========        =========
   Weighted average shares outstanding..........................        40,389           42,263           42,771
                                                                     =========        =========        =========



                                  See notes to consolidated financial statements.








                                                     CEC ENTERTAINMENT, INC.
                                         CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                               (Thousands, except per share data)


                                                             Fiscal Year - Amounts                  Fiscal Year - Shares
                                                     -------------------------------------     -------------------------------
                                                       2003          2002          2001          2003        2002        2001
                                                     ---------     ---------     ---------     -------     -------     -------

                                                                                                      
Common stock and capital in excess of par value:
   Balance, beginning of year...................     $ 205,503     $ 195,574     $ 181,287      53,505      52,988      51,878
   Stock options exercised......................        14,588         6,367        10,547         960         506       1,178
   Tax benefit from exercise
     of stock options ..........................         4,072         3,265         4,174
   Stock issued under 401(k) plan...............           356           297           176          17          11           7
   Treasury stock retired and
     reserved for 401(k) plan...................                                      (610)                                (75)
                                                     ---------     ---------     ---------     -------     -------     -------
   Balance, end of year.........................       224,519       205,503       195,574      54,482      53,505      35,325
                                                     ---------     ---------     ---------     =======     =======     =======

Retained earnings (as restated):
   Balance beginning of year:
   As previously reported.......................                                   175,217
   Prior period adjustment due to Restatement...                                   (17,426)
                                                                                 ---------
   As restated..................................       283,516       218,035       157,791
   Net income...................................        67,381        65,800        60,566
   Redeemable preferred stock accretion.........           (49)          (95)          (91)
   Redeemable preferred stock dividend..........          (113)         (224)         (231)
                                                     ---------     ---------     ---------
   Balance, end of year ........................       350,735       283,516       218,035
                                                     ---------     ---------     ---------

Accumulated other comprehensive
   Income (loss):
   Balance, beginning of year...................           (91)         (178)          (30)
   Foreign currency translation.................           786            87          (148)
                                                     ---------     ---------     ---------
   Balance, end of year.........................           695           (91)         (178)
                                                     ---------     ---------     ---------

Treasury shares:
   Balance, beginning of year...................      (129,021)      (97,230)      (74,202)     12,614      11,379      10,560
   Treasury stock acquired......................       (82,605)      (31,791)      (23,638)      3,428       1,235         894
   Treasury stock retired and
     reserved for 401(k) plan...................                                       610                                 (75)
                                                     ---------     ---------     ---------     -------     -------     -------
   Balance, end of year.........................      (211,626)     (129,021)      (97,230)     16,042      12,614      11,379
                                                     ---------     ---------     ---------     =======     =======     =======

Total shareholders' equity (as restated)........     $ 364,323     $ 359,907     $ 316,201
                                                     =========     =========     =========









                                         See notes to consolidated financial statements.








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

                                                                                                   Fiscal Year
                                                                                  ---------------------------------------------
                                                                                      2003            2002            2001
                                                                                     -----           -----           -----
                                                                                  (as restated)   (as restated)   (as restated)
                                                                                                           
Operating activities:
   Net income................................................................       $  67,381       $  65,800       $  60,566
   Adjustments to reconcile net income to cash provided by operations:
      Depreciation and amortization .........................................          49,502          43,951          38,972
      Deferred income tax expense ...........................................          10,225          15,884           9,780
      Tax benefit from exercise of stock options ............................           4,072           3,265           4,174
      Other..................................................................           4,247           2,938           2,319
   Net change in receivables, inventories, prepaids, payables and
     accrued liabilities.....................................................          17,790           1,731           3,827
   Leasehold reimbursements from lessors....................................            5,513           2,826           2,251
                                                                                    ---------       ---------       ---------
      Cash provided by operations............................................         158,730         136,395         121,889
                                                                                    ---------       ---------       ---------

Investing activities:
   Purchases of property and equipment.......................................         (93,899)       (110,952)       (113,453)
   Proceeds from dispositions of property and equipment......................                                             297
   Payments received on notes receivable.....................................                           2,201           2,677
   Additions to notes receivable.............................................                          (3,971)         (3,206)
   Change in other assets....................................................            (327)           (426)            647
   Sale of assets held for resale............................................                             462           1,980
                                                                                    ---------       ---------       ---------
      Cash used in investing activities......................................         (94,226)       (112,686)       (111,058)
                                                                                    ---------       ---------       ---------

Financing activities:
   Proceeds from debt and line of credit.....................................          48,700          52,375          37,100
   Payments on debt and line of credit.......................................         (46,818)        (42,171)        (38,310)
   Redeemable preferred stock dividends......................................            (112)           (224)           (231)
   Acquisition of treasury stock.............................................         (82,605)        (31,791)        (23,638)
   Exercise of stock options.................................................          14,588           6,367          10,547
   Redemption of preferred stock.............................................          (2,795)
   Other.....................................................................             391             267              83
                                                                                    ---------       ---------       ---------
      Cash used in financing activities......................................         (68,651)        (15,177)        (14,449)
                                                                                    ---------       ---------       ---------

Increase (decrease) in cash and cash equivalents.............................          (4,147)          8,532          (3,618)
Cash and cash equivalents, beginning of year.................................          12,214           3,682           7,300
                                                                                    ---------       ---------       ---------
Cash and cash equivalents, end of year.......................................       $   8,067       $  12,214       $   3,682
                                                                                    =========       =========       =========








                                         See notes to consolidated financial statements.






                             CEC ENTERTAINMENT, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.   Summary of significant accounting policies:

     Operations:  CEC  Entertainment,  Inc. and its subsidiaries (the "Company")
operates  and  franchises  family  restaurant/entertainment  centers as Chuck E.
Cheese's restaurants.

     Fiscal year:  The  Company's  fiscal year is 52 or 53 weeks and ends on the
Sunday nearest December 31. References to 2003, 2002 and 2001 are for the fiscal
years ended  December  28,  2003,  December  29,  2002,  and  December 30, 2001,
respectively. Fiscal years 2003, 2002 and 2001 each consisted of 52 weeks.

     Basis of consolidation:  The consolidated  financial statements include the
accounts of the Company and its  subsidiaries.  In 2003, the Company adopted the
Financial Accounting Standards Board's  Interpretation No. 46, "Consolidation of
Variable Interest Entities" (FIN 46). Accordingly, at the beginning of 2003, the
Company consolidated the financial  statements of the International  Association
of  CEC  Entertainment,   Inc.  (the   "Association"),   a  related  party.  The
consolidation  did not have a  material  impact  on the  Company's  consolidated
results of operations,  financial  position or cash flows. Notes receivable from
the Association,  previously reported in prior periods, are currently eliminated
in this  consolidation  and replaced with the  Association's  assets,  which are
primarily  prepaid  advertising  costs and cash.  All  significant  intercompany
accounts and transactions have been eliminated.

     Foreign currency  translation:  The consolidated  financial  statements are
presented in U.S. dollars.  The assets and liabilities of the Company's Canadian
subsidiary  are translated to U.S.  dollars at year-end  exchange  rates,  while
revenues and expenses are translated at average  exchange rates during the year.
Adjustments that result from translating  amounts are reported as a component of
other comprehensive income.

     Cash and cash  equivalents:  Cash and cash  equivalents  of the Company are
composed of demand  deposits with banks and  short-term  cash  investments  with
remaining  maturities  of three  months or less from the date of purchase by the
Company.

     Inventories:  Inventories of food, paper products, merchandise and supplies
are stated at the lower of cost on a first-in, first-out basis or market.

     Property  and  equipment,  depreciation  and  amortization  (as  restated):
Property and equipment are stated at cost, net of accumulated  depreciation  and
amortization.   Depreciation   and  amortization  are  provided  by  charges  to
operations  over the estimated  useful lives of the assets by the  straight-line
method,  generally  ranging  from four to 20 years for  furniture,  fixtures and
equipment and 40 years for buildings.  Leasehold  improvements  are amortized by
the  straight-line  method over the lesser of the lease term,  including renewal
option periods provided for in the lease that can be reasonably  assured, or the
estimated  useful  lives of the related  assets.  The Company  uses 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.  All  pre-opening  costs are  expensed  as
incurred.

     The Company  evaluates  long-lived assets held and used in the business for
impairment  whenever  events  or  changes  in  circumstances  indicate  that the
carrying  amount of the assets  may not be  recoverable.  Long-lived  assets are
grouped  at the  lowest  level for which  identifiable  cash  flows are  largely
independent.  The carrying amount of long-lived  assets is not recoverable if it
exceeds the sum of associated  undiscounted future cash flows. The amount of any
impairment  is measured  as the excess of the  carrying  amount over  associated
discounted future operating cash flows. Assets held for sale are reported at the
lower of carrying amount or the fair value less costs to sell.

     Deferred Rent:  The Company  recognizes  rent expense by the  straight-line
method over the lease term,  including  lease renewal option periods that can be
reasonably  assured at the inception of the lease.  The lease term  commences on
the date when the Company takes  possession  and has the right to control use of
the leased premises.  Also, funds received from the lessor intended to reimburse
the Company for the cost of  leasehold  improvements  are recorded as a deferred
credit  resulting from a lease  incentive and amortized over the lease term as a
reduction of rent expense.




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


1.   Summary of significant accounting policies (continued):

     Fair Value of  Financial  Instruments:  The Company  has certain  financial
instruments consisting primarily of cash equivalents, notes receivable and notes
payable. The carrying amount of cash equivalents approximates fair value because
of the short maturity of those instruments. The carrying amount of the Company's
notes  receivable  and  long-term  debt  approximates  fair  value  based on the
interest rates charged on instruments with similar terms and risks.

     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 No.
123, the  Company's  pro forma net income and earnings per share would have been
as follows (thousands, except per share data):




                                                                2003            2002            2001
                                                            -------------   -------------   -------------
                                                            (as restated)   (as restated)   (as restated)
                                                                                     
Net income, as reported .................................     $ 67,381        $ 65,800        $ 60,566
Fair value based compensation expense, net of taxes......       (6,507)         (6,439)         (4,613)
                                                              --------        --------        --------
Pro forma net income.....................................     $ 60,874        $ 59,361        $ 55,953
                                                              ========        ========        ========

Earnings per Share:
Basic:
    As reported..........................................     $   1.70        $   1.58        $   1.44
    Pro forma............................................     $   1.53        $   1.42        $   1.33

Diluted:
    As reported..........................................     $   1.66        $   1.55        $   1.41
    Pro forma............................................     $   1.50        $   1.40        $   1.30



     For the pro forma  calculations  above, the estimated fair value of options
granted  was  $6.32,  $9.79  and  $7.94  per  share  in 2003,  2002 and  2001,
respectively. The fair value of each stock option grant is estimated on the date
of grant  using  the  Black-Scholes  option  pricing  model  with the  following
weighted average  assumptions used for grants: risk free interest rate of 3.10%,
4.34%  and  4.80% in 2003,  2002 and  2001,  respectively;  no  dividend  yield;
expected lives of five years and expected volatility of 30%.

     Franchise   fees  and  royalties:   Franchise  fees  are  recognized   upon
fulfillment of all significant  obligations to the  franchisee.  At December 28,
2003, 48 Chuck E. Cheese's  restaurants were operated by a total of 29 different
franchisees. The standard franchise agreements grant to the franchisee the right
to  construct  and operate a  restaurant  and use the  associated  trade  names,
trademarks and service marks within the standards and guidelines  established by
the Company.  Royalties from  franchisees are accrued as earned.  Franchise fees
included in revenues were  $281,000,  $240,000,  and $114,000 in 2003,  2002 and
2001, respectively.

     Advertising  costs:  Production  costs for  commercials are expensed in the
year in which the commercials are initially aired. All other  advertising  costs
are expensed as incurred.  The total amounts charged to advertising expense were
approximately  $24.6 million,  $24.4 million and $24.0 million in 2003, 2002 and
2001, respectively.

     Earnings  per  share:  Earnings  per common  share have been  retroactively
adjusted for the effects of a three-for-two stock split in the form of a special
stock dividend effected on March 15, 2004.





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


1.   Summary of significant accounting policies (continued):

     Use of estimates and assumptions:  The preparation of financial  statements
in conformity with generally accepted accounting  principles requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

     Reclassifications:  Certain reclassifications of 2002 and 2001 amounts have
been made to conform to the 2003 presentation.

     Recent   Accounting   Pronouncements:   In  December  2003,  the  Financial
Accounting  Standards Board issued a revision to Financial  Accounting Standards
Board  Interpretation  No. 46 ("FIN  46R").  FIN 46R requires an  evaluation  of
franchise  arrangements  to  determine  if  franchisees  should be  consolidated
beginning in the first  quarter of fiscal 2004.  The Company is currently in the
process of evaluating FIN 46R but does not believe that its adoption will have a
material effect on the Company's financial statements.

2.   Restatement of Financial Statements:

     Subsequent  to the  issuance of the  Company's  fiscal year 2003  financial
statements and following a review of its lease-related  accounting policies, the
Company's  management  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.

     Following an analysis of its lease-related accounting policies, 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  consolidated  financial  statements have
been restated from the amounts previously reported to incorporate the effects of
these policies.

     The cumulative  effect of the restatement  adjustments  through fiscal year
2003 is to increase property and equipment $2.6 million,  increase deferred rent
liability  $37.7  million,  increase  obligations  under  capital  leases  $11.0
million,  decrease  deferred tax liability  $17.9 million and decrease  retained
earnings  $28.2  million of which $17.4  million  relate to years prior to 2001.
Increases in rent expense, depreciation expense and interest expense, net of the
related tax effects,  resulted in decreases in net income of $3.4 million,  $3.7
million and $3.6  million and in diluted  earnings  per share of $.08,  $.09 and
$.08, in fiscal years 2003, 2002 and 2001, respectively.





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


2.   Restatement of Financial Statements (continued):

     The following is a summary of the significant effects of the Restatement on
the  consolidated  balance  sheets at December  28, 2003 and  December 29, 2002,
consolidated  statements  of earnings  for the fiscal  years ended  December 28,
2003,  December 29, 2002 and December 30, 2001, and  consolidated  statements of
cash flows for the fiscal years ended  December 28, 2003,  December 29, 2002 and
December 30, 2001.




                                                                     Fiscal Year 2003
                                                       --------------------------------------------
                                                       As Previously
                                                         Reported        Adjustment     As restated
                                                       -------------     ----------     -----------

                                                                                
Consolidated Balance Sheet:
   Property and equipment, net....................       $ 536,124        $  2,632       $ 538,756
   Total assets...................................         580,351           2,632         582,983
   Current portion of long-term debt..............             168             386             554
   Long-term debt, less current portion...........          64,581          10,624          75,205
   Deferred rent..................................           5,153          37,663          42,816
   Deferred tax liability.........................          50,714         (17,865)         32,849
   Retained earnings..............................         378,911         (28,176)        350,735
   Total shareholders' equity.....................         392,499         (28,176)        364,323

Consolidated Statement of Earnings:
   Depreciation and amortization..................       $  45,109        $  4,393       $  49,502
   Interest expense...............................           1,449             745           2,194
   Other operating expense........................         119,334             441         119,775
   Total costs and expenses.......................         538,921           5,579         544,500
   Income before income taxes.....................         115,677          (5,579)        110,098
   Income taxes...................................          44,882          (2,165)         42,717
   Net income.....................................          70,795          (3,414)         67,381
   Basic earnings per share.......................            1.78            (.08)           1.70
   Diluted earnings per share.....................            1.74            (.08)           1.66

Consolidated Statement of Cash Flows:
   Cash provided by operations....................       $ 152,842        $  5,888       $ 158,730
   Cash used in investing activities..............         (88,713)         (5,513)        (94,226)
   Cash used in financing activities..............         (68,276)           (375)        (68,651)







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


2.   Restatement of Financial Statements (continued):



                                                                     Fiscal Year 2002
                                                       --------------------------------------------
                                                       As Previously
                                                         Reported        Adjustment     As Restated
                                                       -------------     ----------     -----------

                                                                                
Consolidated Balance Sheet:
   Property and equipment, net....................       $ 493,533        $ (2,452)      $ 491,081
   Total assets...................................         539,703          (2,452)        537,251
   Current portion of long-term debt..............             143             224             367
   Long-term debt, less current portion...........          62,349           7,196          69,545
   Deferred rent..................................           4,086          30,589          34,675
   Deferred tax liability.........................          38,156         (15,700)         22,456
   Retained earnings..............................         308,277         (24,761)        283,516
   Total shareholders' equity.....................         384,668         (24,761)        359,907

Consolidated Statement of Earnings:
   Depreciation and amortization..................       $  39,243        $  4,708       $  43,951
   Interest expense...............................           1,201             479           1,680
   Other operating expense........................         107,597             901         108,498
   Total costs and expenses.......................         488,541           6,088         494,629
   Income before income taxes.....................         113,660          (6,088)        107,572
   Income taxes...................................          44,134          (2,362)         41,772
   Net income.....................................          69,526          (3,726)         65,800
   Basic earnings per share.......................            1.66            (.08)           1.58
   Diluted earnings per share.....................            1.64            (.09)           1.55

Consolidated Statement of Cash Flows:
   Cash provided by operations....................       $ 133,344        $  3,051       $ 136,395
   Cash used in investing activities..............        (109,860)         (2,826)       (112,686)
   Cash used in financing activities..............         (14,952)           (225)        (15,177)





                                                                     Fiscal Year 2001
                                                       --------------------------------------------
                                                       As Previously
                                                         Reported        Adjustment     As Restated
                                                       -------------     ----------     -----------

                                                                                
Consolidated Statement of Earnings:
   Depreciation and amortization..................       $  34,397        $  4,575       $  38,972
   Interest expense...............................           2,036             317           2,353
   Other operating expense........................          97,436           1,025          98,461
   Total costs and expenses.......................         457,023           5,917         462,940
   Income before income taxes.....................         105,204          (5,917)         99,287
   Income taxes...................................          41,029          (2,308)         38,721
   Net income.....................................          64,175          (3,609)         60,566
   Basic earnings per share.......................            1.53            (.09)           1.44
   Diluted earnings per share.....................            1.49            (.08)           1.41

Consolidated Statement of Cash Flows:
   Cash provided by operations....................       $ 119,497        $  2,392       $ 121,889
   Cash used in investing activities..............        (108,807)         (2,251)       (111,058)
   Cash used in financing activities..............         (14,308)           (141)        (14,449)






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


3.   Accounts receivable:

                                                          2003         2002
                                                         ------       ------
                                                             (thousands)

Trade..............................................     $  2,414     $  2,495
Tax receivables....................................        1,873        3,915
Vendor rebates.....................................        3,638        3,108
Leasehold reimbursements from lessors..............        3,481          779
Other..............................................        1,697          973
                                                        --------     --------
                                                        $ 13,103     $ 11,270
                                                        ========     ========


4.   Notes receivable from related party:

     The  Company  and its  franchisees  contribute  a  percentage  of  revenues
("Assessments")  to the Association,  a related party, to develop  entertainment
attractions and produce and communicate system wide advertising. The Association
has ten directors,  five of whom are also employees of the Company.  At December
29, 2002,  approximately  $3,825,000 was outstanding under notes receivable from
the  Association.  The Company also had accounts  payable to the  Association of
$2,475,000  at December  29, 2002  primarily  for December  assessments.  At the
beginning of 2003, the Company adopted FIN 46 and has consolidated the financial
statement  of  the   Association.   (Note  1).   Accordingly,   all  significant
intercompany accounts and transactions have been eliminated in 2003.


5.   Property and equipment:



                                                                      2003            2002
                                                                     ------          ------
                                                                  (as restated)   (as restated)
                                                                           (thousands)

                                                                              
Land.........................................................       $  40,357       $  36,329
Leasehold improvements.......................................         317,578         274,602
Buildings ...................................................          49,305          44,186
Game, restaurant and other equipment.........................         328,369         299,251
Property leased under capital leases (Note 8)................          12,563           8,598
                                                                    ---------       ---------
                                                                      748,172         662,966
Less accumulated depreciation and amortization...............        (230,817)       (191,414)
                                                                    ---------       ---------
    Net property and equipment in service....................         517,355         471,552
Construction in progress.....................................           7,547           7,305
Game and restaurant equipment held for future service........          13,854          12,224
                                                                    ---------       ---------
                                                                    $ 538,756       $ 491,081
                                                                    =========       =========






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

6.   Accounts payable and accrued insurance:

                                                         2003         2002
                                                        ------       ------
                                                            (thousands)

Current:
  Accounts payable................................     $ 30,126     $ 19,933
  Salaries and wages..............................        8,665        7,630
  Insurance.......................................        7,888        6,896
  Taxes, other than income........................        5,668        5,488
  Income taxes....................................        2,804
    Other.........................................        3,585        3,055
                                                       --------     --------
                                                       $ 58,736     $ 43,002
                                                       ========     ========
Long-term:
  Insurance.......................................     $  8,500     $  4,750
                                                       ========     ========

     Accrued  insurance  liabilities  represent  estimated  claims  incurred but
unpaid  under  the  Company's  self-insurance  retention  programs  for  general
liability,  workers  compensation,  health  benefits and certain  other  insured
risks.



7.   Long-term debt:

                                                       2003            2002
                                                      ------          ------
                                                   (as restated)   (as restated)
                                                             (thousands)
Revolving bank loan, prime or LIBOR
   plus 0.75% to 1.5%,  due December 2005 ......     $ 64,400        $ 62,000
Obligations under capital leases (Note 8).......       11,359           7,912
                                                     --------        --------
                                                       75,759          69,912
Less current portion............................         (554)           (367)
                                                     --------        --------
                                                     $ 75,205        $ 69,545
                                                     ========        ========

     In 2002, the Company entered into a line of credit agreement which provides
the Company  with a  revolving  credit  facility of $100  million and matures in
2005. In 2003, available borrowings under the line of credit agreement increased
to $132.5  million.  Interest under the line of credit is payable at rates which
are  dependent  on  earnings  and debt  levels of the  Company.  Currently,  any
borrowings  under this line of credit  would be at prime  (4.00% at December 28,
2003) or, at the  Company's  option,  LIBOR  (1.12% at December  28,  2003) plus
0.75%.  A 0.2%  commitment fee is payable on any unused credit line. The Company
is required to comply with certain financial ratio tests during the terms of the
loan agreement.  The weighted  average  interest rate on the revolving bank loan
was 2.0%  and  3.1% in 2003 and  2002,  respectively.  The  Company  capitalized
interest  costs of  $77,000,  $176,000  and  $306,000  in 2003,  2002 and  2001,
respectively.







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


8.   Commitments and contingencies:

     The Company leases certain  restaurants and related  property and equipment
under  operating  and  capital  leases.  All leases  require  the Company to pay
property  taxes,  insurance and  maintenance  of the leased  assets.  The leases
generally have initial terms of 10 to 20 years with various renewal options.

     Scheduled  annual  maturities of the  obligations for capital and operating
leases as of December 28, 2003, are as follows:

 Years                                               Capital         Operating
- -------                                            -------------   -------------
                                                   (as restated)   (as restated)
                                                           (thousands)
2004..............................................   $  1,374        $  51,362
2005..............................................      1,356           51,504
2006..............................................      1,160           50,745
2007..............................................      1,160           49,034
2008..............................................      1,160           47,336
2009-2028 (aggregate payments)....................     12,403          463,599
                                                     --------        ---------
Minimum future lease payments ....................     18,613        $ 713,580
                                                                     =========
Less amounts representing interest................     (7,254)
                                                     --------
Present value of future minimum lease payments....     11,359
Less current portion..............................       (554)
                                                     --------
Long-term capital lease obligation................   $ 10,805
                                                     ========


     The Company's rent expense, including contingent rent based on a percentage
of sales when applicable, is comprised of the following:

                                       2003            2002            2001
                                      ------          ------          ------
                                   (as restated)   (as restated)   (as restated)
                                                    (thousands)
Minimum........................      $ 56,791        $ 52,096        $ 48,909
Contingent.....................           291             330             452
                                     --------        --------        --------
                                     $ 57,082        $ 52,426        $ 49,361
                                     ========        ========        ========

     From time to time the Company is involved in  litigation,  most of which is
incidental to its business. In the Company's opinion, no litigation to which the
Company  currently is a party is likely to have a material adverse effect on the
Company's results of operations, financial condition or cash flows.

     In September  2003, the Company  recorded a charge to selling,  general and
administrative  expense of $4.25 million related to the settlement  agreed to on
September 29, 2003,  subject to court approval,  in a class action wage and hour
lawsuit filed in the State of  California.  In January  2004,  the court granted
preliminary approval of this settlement.





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


9.   Redeemable preferred stock:

     In May 2003, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  No. 150,  "Accounting  for  Certain  Financial
Instruments with  Characteristics  of Both Liabilities and Equity"("SFAS  150").
SFAS 150 required the Company to classify  redeemable  preferred  stock dividend
preferences  as interest  cost  effective at the  beginning  of the  three-month
period ended September 28, 2003. After that date in 2003,  redeemable  preferred
stock  accretion  and  dividends  of $164,000  is included in interest  expense;
comparable  amounts in prior periods are reported in  shareholders'  equity.  In
October 2003, the Company  reacquired for approximately  $2.8 million all of its
outstanding  redeemable  preferred stock. Also, in 2003 the increase of $163,000
in the carrying value of the redeemable preferred stock to the redemption amount
is included in interest expense.


10.  Cost of sales:

                                             2003          2002          2001
                                            ------        ------        ------
                                                        (thousands)

Food, beverage and related supplies....    $  79,982     $  73,690     $  72,006
Games and merchandise..................       28,234        25,490        24,871
Labor..................................      181,789       167,177       153,261
                                           ---------     ---------     ---------
                                           $ 290,005     $ 266,357     $ 250,138
                                           =========     =========     =========


11.  Income taxes:

     The significant components of income tax expense are as follows:



                                                                 2003            2002            2001
                                                                ------          ------          ------
                                                             (as restated)   (as restated)   (as restated)
                                                                              (thousands)
                                                                                      
Current expense:
   Federal..............................................       $ 23,430        $ 18,571        $ 20,957
   State................................................          4,810           3,854           3,648
   Foreign..............................................            180             198             162
   Tax benefit from exercise of stock options ..........          4,072           3,265           4,174
                                                               --------        --------        --------
      Total current expense.............................         32,492          25,888          28,941
Deferred expense:
   Federal..............................................          9,497          14,068           8,341
   State................................................            728           1,816           1,439
                                                               --------        --------        --------
      Total deferred expense............................         10,225          15,884           9,780
                                                               --------        --------        --------
                                                               $ 42,717        $ 41,772        $ 38,721
                                                               ========        ========        ========






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


11.  Income taxes (continued):

     Deferred  income tax assets and  liabilities  are recognized for the future
tax  consequences  attributable to differences  between the financial  statement
carrying  amounts of assets and liabilities and their  respective tax bases. The
income tax effects of temporary  differences  which give rise to deferred income
tax assets and liabilities are as follows:

                                                       2003            2002
                                                      ------          ------
                                                   (as restated)   (as restated)
                                                            (thousands)
Current deferred tax asset:
    Accrued vacation..........................       $    894        $    766
    Unearned gift certificates ...............            498             406
    Other.....................................             95             147
                                                     --------        --------
                                                     $  1,487        $  1,319
                                                     ========        ========

Non-current deferred tax asset (liability):
      Deferred rent...........................       $ 16,607        $ 13,449
    Unearned franchise fees...................             91              92
    Depreciation..............................        (50,120)        (35,640)
    Foreign...................................           (479)           (335)
    Other.....................................          1,052             (22)
                                                     --------        --------
                                                     $(32,849)       $(22,456)
                                                     ========        ========


     A reconciliation of the statutory rate to taxes provided is as follows:

                                                      2003        2002  2001
                                                     ------      ----- -----

Federal statutory rate.........................      35.0%      35.0%      35.0%
State income taxes, net of federal benefit.....       3.3%       3.9%       3.9%
Other..........................................        .5%       (.1)%       .1%
                                                    -----      -----      -----
Effective tax rate.............................      38.8%      38.8%      39.0%
                                                    =====      =====      =====






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


12.  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
shares were computed as follows (thousands, except per share data):



                                                                    2003         2002        2001
                                                                 -------       ------      ------
                                                              (as restated)   (as restated)   (as restated)
                                                                                       
Net income ...............................................      $ 67,381        $ 65,800        $ 60,566
Accretion of redeemable preferred stock...................           (49)            (95)            (91)
Redeemable preferred stock dividends......................          (113)           (224)           (231)
                                                                --------        --------        --------
Net income applicable to common shares....................      $ 67,219        $ 65,481        $ 60,244
                                                                ========        ========        ========

Basic:
   Weighted average common shares outstanding.............        39,654          41,511          41,724
                                                                ========        ========        ========
   Earnings per common share..............................      $   1.70        $   1.58        $   1.44
                                                                ========        ========        ========

Diluted:
   Weighted average common shares outstanding.............        39,654          41,511          41,724
   Potential common shares for stock options..............           735             752           1,047
                                                                --------        --------        --------
   Weighted average shares outstanding....................        40,389          42,263          42,771
                                                                ========        ========        ========
   Earnings per common and potential common shares........      $   1.66        $   1.55        $   1.41
                                                                ========        ========        ========



     Antidilutive  stock  options to purchase  1,143,144;  1,181,852;  and 9,906
common shares were not included in the EPS  computations in 2003, 2002 and 2001,
respectively, because the exercise prices of these options were greater than the
average market price of the common shares.

     On February 18, 2004, the Company announced that its Board of Directors had
declared a 3 for 2 stock split  effected in the form of a special stock dividend
that is effective and distributable on March 15, 2004 to holders of record as of
February  25,  2004.  The  share  and per share  information  included  in these
financial statements reflects the effect of such stock split.


13.  Employee benefit plans:

     The Company has employee  benefit  plans that include:  a) incentive  bonus
compensation  plans based on the  performance of the Company;  b)  non-statutory
stock  option  plans  for its  employees  and  non-employee  directors  and c) a
retirement and savings plan.

     In 1997,  the  Company  adopted an employee  stock  option plan under which
10,181,250  shares,  as amended in 2003, may be granted before July 31, 2007. In
1995, the Company  adopted a stock option plan for its  non-employee  directors.
The number of shares of the Company's common stock that may be issued under this
plan cannot exceed 337,500 shares.  The exercise price for options granted under
both plans may not be less than the fair market  value of the  Company's  Common
Stock at date of grant. Options may not be exercised until the employee has been
continuously  employed at least one year after the date of grant.  Options which
expire or terminate may be re-granted  under the plans.  Options which have been
granted  under the  employee  stock  option  plan  cannot be  re-priced  without
shareholder approval.





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


13.  Employee benefit plans (continued):


     At December 28, 2003,  there were  2,770,352  shares  available  for future
grants under the employee and non-employee  directors stock option plans.  Stock
option transactions are summarized as follows for all plans:



                                                                                               Weighted Average
                                                       Number of Shares                    Exercise  Price Per Share
                                           ----------------------------------------     -------------------------------
                                              2003           2002           2001          2003        2002        2001
                                             ------         ------         ------        ------      ------      ------

                                                                                              
Options outstanding, beginning of year      4,538,213      3,975,917      3,732,552     $ 20.42     $ 16.84     $ 11.97
  Granted .......................           2,264,756      1,188,449      1,484,937       19.98       28.97       22.73
  Exercised......................            (959,861)      (506,484)    (1,177,004)      15.20       12.57        8.96
  Terminated.....................            (244,797)      (119,669)       (64,568)      21.53       19.61       14.18
                                           ----------     ----------     ----------
Options outstanding, end of year            5,598,311      4,538,213      3,975,917       21.09       20.42       16.84
                                           ==========     ==========     ==========




     Options outstanding at December 28, 2003:




                         Options Outstanding                                   Options Exercisable
- ----------------------------------------------------------------------   -------------------------------
                       Shares         Weighted Avg.        Weighted          Shares          Weighted
    Range of         Outstanding        Remaining          Average        Exercisable        Average
 Exercise Prices    as of 12/28/03   Contractual Life   Exercise Price   as of 12/28/03   Exercise Price
- ----------------    --------------   ----------------   --------------   --------------   --------------

                                                                              
$  9.11 - $ 13.24        461,958           1.7             $ 11.03            461,120        $ 11.03
$ 14.90 - $ 16.16        505,860           3.3               15.50            297,902          15.50
$ 16.66 - $ 19.99      2,363,456           5.8               19.64            128,064          17.08
$ 20.04 - $ 26.53      1,126,616           4.0               22.67            491,636          22.66
$ 26.86 - $ 36.18      1,140,421           6.1               29.04             23,861          29.41
                      ----------                                           ----------
$  9.11 - $ 36.18      5,598,312           4.7               21.09          1,402,583          16.92
                      ==========                                           ==========



     Stock  options  expire seven years from the grant date.  Stock options vest
over  various  periods  ranging  from one to four  years.  In 2004,  the Company
granted 590,342  additional options to employees at exercise prices of $31.49 to
$31.86 per share and 30,000 options to its non-employee directors at an exercise
price of $31.88 per share.

     The  Company has adopted the CEC 401(k)  Retirement  and Savings  Plan,  to
which it may at its discretion make an annual contribution out of its current or
accumulated  earnings.  Contributions  by the Company may be made in the form of
its common  stock or in cash.  At December  28,  2003,  49,950  shares  remained
available  for  grant  under  the  plan.  The  Company  made   contributions  of
approximately  $356,000  and $297,000 in common stock for the 2002 and 2001 plan
years, respectively. The Company accrued $400,000 for contributions for the 2003
plan year which will be paid in common stock in 2004.





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


14.  Supplemental cash flow information:

                                                 2003         2002        2001
                                                ------       ------      ------
                                                           (thousands)
Cash paid during the year for:
   Interest (as restated).................     $  2,226     $  1,695     $ 2,484
   Income taxes ..........................       25,773       26,936      25,168



15.  Quarterly results of operations (unaudited):

     The following  summarizes the unaudited  quarterly results of operations in
2003 and 2002 (thousands, except per share data).

As restated:


                                                Fiscal year ended December 28, 2003
                                        ---------------------------------------------------
                                         March 30      June 29       Sept. 28      Dec. 28
                                        ---------     ---------     ---------     ---------

                                                                      
Revenues...........................     $ 184,126     $ 152,885     $ 170,138     $ 147,449
Income before income taxes.........        43,385        22,726        26,122        17,865
Net income.........................        26,552        13,908        15,987        10,934

Earnings Per Share:
  Basic ...........................     $     .65     $     .34     $     .41     $     .28
  Diluted .........................           .64           .34           .40           .28






                                              Fiscal year ended December 29, 2002
                                        ---------------------------------------------------
                                         March 31      June 30       Sept. 29      Dec. 29
                                        ---------     ---------     ---------     ---------

                                                                      
Revenues...........................     $ 172,793     $ 142,416     $ 148,921     $ 138,071
Income before income taxes.........        42,332        23,558        25,549        16,133
Net income.........................        25,863        14,392        15,608         9,937

Earnings Per Share:
  Basic ...........................     $     .62     $     .34     $     .38     $     .24
  Diluted .........................           .60           .34           .37           .24









15.  Quarterly results of operations (unaudited) (Continued):

As previously reported:


                                                Fiscal year ended December 28, 2003
                                        ---------------------------------------------------
                                         March 30      June 29       Sept. 28      Dec. 28
                                        ---------     ---------     ---------     ---------

                                                                      
Revenues...........................     $ 184,126     $ 152,885     $ 170,138     $ 147,449
Income before income taxes.........        44,782        24,120        27,516        19,259
Net income.........................        27,407        14,761        16,840        11,787

Earnings Per Share:
  Basic ...........................     $     .67     $     .36     $     .43     $     .30
  Diluted .........................           .66           .36           .42           .30






                                              Fiscal year ended December 29, 2002
                                        ---------------------------------------------------
                                         March 31      June 30       Sept. 29      Dec. 29
                                        ---------     ---------     ---------     ---------

                                                                      
Revenues...........................     $ 172,793     $ 142,416     $ 148,921     $ 138,071
Income before income taxes.........        43,854        25,080        27,071        17,655
Net income.........................        26,796        15,323        16,539        10,868

Earnings Per Share:
  Basic ...........................     $     .64     $     .36     $     .40     $     .26
  Diluted .........................           .62           .36           .39           .26




Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
Financial Disclosure.

     None

Item 9(a). 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 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.





     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 December  28, 2003 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.


                                 P A R T   I I I

Item 10. Directors and Executive Officers of the Registrant

     The information required by this item regarding the directors and executive
officers of the Company  shall be included  in the  Company's  definitive  Proxy
Statement  to be  filed  pursuant  to  Regulation  14A in  connection  with  the
Company's 2004 annual meeting of stockholders. The Company has adopted a Code of
Business  Conduct and Ethics (the "Code of Conduct")  that applies to directors,
officers and employees,  including the principal  executive  officer,  principal
financial  officer  and  principal  accounting  officer.  Changes to and waivers
granted with respect to the Code of Conduct related to the above named officers,
other  executive  officers and  directors  required to be disclosed  pursuant to
applicable rules and regulations will also be posted on the Company's website at
www.chuckecheese.com.




Item 11. Executive Compensation

     The information required by this item regarding the directors and executive
officers of the Company is incorporated by reference and will be included in the
Company's  definitive  Proxy Statement to be filed pursuant to Regulation 14A in
connection with the Company's 2004 annual meeting of stockholders.


Item 12. Security Ownership of Certain Beneficial Owners and Management

     The information required by this Item is incorporated by reference and will
be included in the Company's  definitive Proxy Statement to be filed pursuant to
Regulation 14A in connection with Company's 2004 annual meeting of stockholders.


Item 13. Certain Relationships and Related Transactions

     The information required by this Item regarding the directors and executive
officers of the Company is incorporated by reference and will be included in the
Company's  definitive  Proxy Statement to be filed pursuant to Regulation 14A in
connection with the Company's 2004 annual meeting of stockholders.


Item 14. Principal Accountant Fees and Services

     The information required by this Item is incorporated by reference and will
be included in the Company's  definitive Proxy Statement to be filed pursuant to
Regulation  14A  in  connection  with  the  Company's  2004  annual  meeting  of
stockholders.

                                  P A R T   I V

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

     (a)  The following documents are filed as a part of this report:

          (1)  Financial Statements and Supplementary Data:

          Report of independent registered public accounting firm.
          CEC Entertainment, Inc. consolidated financial statements
               (as restated):
             Consolidated balance sheets as of December 28, 2003
               and December 29, 2002.
             Consolidated statements of earnings and comprehensive income
               for the years ended December 28, 2003, December 29, 2002 and
               December 30, 2001.
             Consolidated statements of shareholders' equity for the years
               ended December 28, 2003, December 29, 2002 and December 30, 2001.
             Consolidated statements of cash flows for the years ended
               December 28, 2003, December 29, 2002 and December 30, 2001.
             Notes to consolidated financial statements.






(2)  Exhibits:

Number         Description
- ------         -----------

3(a)(1)     Amended and Restated Articles of Incorporation of the Company (filed
            as Exhibit 3(a) to the  Company's Quarterly  Report on Form 10-Q for
            the  quarter  ended  July  4,  1999,  and   incorporated  herein  by
            reference).

3(b)(1)     Restated  Bylaws  of the  Company,  dated  August 16, 1994 (filed as
            Exhibit 3 to  the Company's Quarterly  Report on Form  10-Q for  the
            quarter  ended  September  30,  1994,  and  incorporated  herein  by
            reference).

3(b)(2)     Amendment  to the Bylaws,  dated May 5, 1995  (filed as Exhibit 3 to
            the Company's Quarterly  Report on Form  10-Q for the  quarter ended
            June 30, 1995, and incorporated herein by reference).

4(a)        Specimen  form of certificate  representing  $.10  par value  Common
            Stock  (filed  as Exhibit  4(a) to the  Company's  Annual Report  on
            Form 10-K  for the year  ended December  28, 1990,  and incorporated
            herein by reference).

10(a)       2001 Employment  Agreement  dated  November 13, 2000,   between  the
            Company  and  Richard  M.  Frank  (filed  as  Exhibit  10(a)  to the
            Company's Annual Report on Form 10-K for the year ended December 30,
            2000, and incorporated  herein by reference).

10(b)       Employment Agreement, dated May 8, 2001, between Michael H. Magusiak
            and the Company  (filed as Exhibit 10(a)  to the Company's Quarterly
            Report  on  Form  10-Q  for the  quarter  ended  April 1,  2001, and
            incorporated herein by reference).

10(c)(1)    Credit  Agreement,  in the  stated  amount  of  $100,000,000,  dated
            December 3, 2002, between Showbiz Merchandising, L.P., Company, Bank
            of America, Bank One, U.S. Bank National Association, Fleet National
            Bank, and the other Lenders (filed as Exhibit 10(c) to the Company's
            Annual Report on Form 10-K for the year ended December 29, 2002, and
            incorporated herein by reference).

10(c)(2)    First  Amendment  to  Credit  Agreement,  in  the  stated  amount of
            $100,000,000,   dated    February   28,   2003,    between   Showbiz
            Merchandising,  L.P., Company, Bank of America,  Bank One, U.S. Bank
            National  Association,  Fleet  National Bank,  and the other Lenders
            (filed as Exhibit 10(a) to the Company's  Quarterly  Report  on Form
            10-Q for the quarter ended June 29, 2003, and incorporated herein by
            reference).

10(c)(3)    Second  Amendment  to  Credit  Agreement,  in  the stated  amount of
            $100,000,000,  dated  July 16, 2003, between Showbiz  Merchandising,
            L.P.,  Company,  Bank  of  America,  Bank  One,  U.S.  Bank National
            Association,  Fleet National Bank,  and the other  Lenders (filed as
            Exhibit 10(_) to the Company's Quarterly Report on Form 10-Q for the
            quarter ended June 29, 2003, and incorporated herein by reference).

10(c)(4)    Third  Amendment  to  Credit  Agreement,   in  the stated  amount of
            $132,500,000,   dated  August 27,  2003,   between CEC Entertainment
            Concepts, L.P. (f/k/a Showbiz  Merchandising, L.P.),  Company,  Bank
            of America, Bank One, U.S. Bank National Association, Fleet National
            Bank, and the other Lenders.

10(d)(1)    1997  Non-Statutory  Stock   Option  Plan  (filed   as  Exhibit  4.1
            to the  Company's Form S-8 (No. 333-41039), and incorporated  herein
            by reference).






10(d)(2)    Specimen form of Contract under the 1997 Non-Statutory  Stock Option
            Plan of the Company,  as amended to date (filed as Exhibit  10(o)(2)
            to the  Company's  Annual  Report  on Form 10-K  for  the year ended
            January 2, 1998, and incorporated herein by reference).

10(e)(1)    Non-Employee Directors  Stock Option Plan (filed as Exhibit B to the
            Company's  Proxy Statement for  Annual Meeting of Stockholders to be
            held on June 8, 1995, and incorporated herein by reference).

10(e)(2)    Specimen  form of Contract  under the  Non-Employee  Directors Stock
            Option   Plan  of  the  Company,   as  amended  to  date  (filed  as
            Exhibit 10(s)(2) to the Company's Annual Report on Form 10-K for the
            year ended December 27, 1996, and incorporated herein by reference).

10(f)(1)    Specimen  form  of  the Company's current Franchise Agreement (filed
            as     Exhibit    10(a)(1)    to    the     Company's    Form    8-K
            (No.0000813920-04-000021), and incorporated herein by reference).

10(f)(2)    Specimen form of the Company's  current Development Agreement (filed
            as     Exhibit    10(a)(2)    to    the     Company's    Form    8-K
            (No. 0000813920-04-000021), and incorporated herein by reference).

10(g)       Rights  Agreement, dated as on November 19, 1997, by and between the
            Company and the Rights Agent (filed as Exhibit A to Exhibit 1 of the
            Company's  Registration  Statement on  Form 8-A (No. 001-13687)  and
            incorporated herein by reference).

23          Consent of Independent Registered Public Accounting Firm.

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 and 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 fourth  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,  containing a press
     release on February 18, 2004.
     A current report on  Form 8-K,  dated  March 4, 2004,  containing  exhibits
     10(f)(1) and 10(f)(2)

(c)  Exhibits pursuant to Item 601 of Regulation S-K:

     Pursuant to Item 601(b)(4) of Regulation S-K, there have been excluded from
the exhibits  filed  pursuant to this report  instruments  defining the right of
holders  of  long-term  debt  of the  Company  where  the  total  amount  of the
securities  authorized  under  each such  instrument  does not exceed 10% of the
total assets of the Company.  The Company hereby agrees to furnish a copy of any
such instruments to the Commission upon request.

(d)  Financial  Statements  excluded from the annual report to  shareholders  by
     Rule 14A - 3(b):

     No  financial  statements  are  excluded  from  the  annual  report  to the
Company's shareholders by Rule 14a - 3(b).





                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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.

Dated:   March 18, 2005                 CEC Entertainment, Inc.



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


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.


Signature                                Title                         Date
- ---------                                -----                         ----

/s/ Richard M. Frank             Chairman of the Board,           March 18, 2005
- ---------------------------      Chief Executive Officer,
Richard M. Frank                 and Director (Principal
                                 Executive Officer)

/s/ Christopher D. Morris        Senior Vice President,           March 18, 2005
- ---------------------------      Chief Financial Officer
Christopher D. Morris            (Principal Financial Officer)

/s/ James Mabry                  Vice President - Controller      March 18, 2005
- ---------------------------      Treasurer
James Mabry                      (Principal Accounting Officer)

/s/ Michael H. Magusiak          President and Director           March 18, 2005
- ---------------------------
Michael H. Magusiak

/s/  Richard T. Huston           Director                         March 18, 2005
- ---------------------------
Richard T. Huston

/s/ Larry T. McDowell            Director                         March 18, 2005
- ---------------------------
Larry T. McDowell

/s/ Tim T. Morris                Director                         March 18, 2005
- ---------------------------
Tim T. Morris

/s/ Louis P. Neeb                Director                         March 18, 2005
- ---------------------------
Louis P. Neeb

/s/ Cynthia I. Pharr Lee         Director                         March 18, 2005
- ---------------------------
Cynthia I. Pharr Lee

/s/   Walter Tyree               Director                         March 18, 2005
- ---------------------------
Walter Tyree

/s/ Raymond E. Wooldridge        Director                         March 18, 2005
- ---------------------------
Raymond E. Wooldridge




                                  EXHIBIT INDEX


Exhibit No.          Description
- -----------          -----------

23           Consent of Independent Registered Public Accounting Firm,
             Deloitte & Touche LLP

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 Chief Executive  Officer and Chief
             Financial Officer pursuant to 18 U.S.C.Section 1350,
             as adopted pursuant to Section 906 of the Sarbanes-Oxley
             Act of 2002.