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

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                                 Date of Report:
                        (Date of earliest event reported)

                                  July 18, 2005
                          ----------------------------

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


            Kansas                         0-15782                48-0905805
(State or other jurisdiction of   (Commission File Number)      (IRS Employer
incorporation or organization)                               Identification No.)


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

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


                                       N/A
          (Former name or former address, if changed since last report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the Registrant under any of the
following provisions (see General Instruction A.2. below):

|_|  Written  communications  pursuant to Rule 425 under the  Securities Act (17
     CFR 230.425).

|_|  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
     240.14a-12).

|_|  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b)).

|_|  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c)).







Item 2.03:  Creation of a Direct Financial  Obligation or an Obligation under an
Off-Balance Sheet Arrangement

On July 18,  2005,  CEC  Entertainment,  Inc.,  as  guarantor  ("CEC"),  and its
wholly-owned  subsidiary  CEC  Entertainment  Concepts,  L.P.  ("Concepts"),  as
borrower  (CEC and  Concepts  are  collectively  referred to as the  "Company"),
entered into an Amended and Restated Credit  Agreement (the "Credit  Agreement")
with Bank of America,  N.A., as administrative agent, JPMorgan Chase Bank, N.A.,
as syndication  agent,  SunTrust Bank, as  documentation  agent, and the lenders
party  thereto.  The Credit  Agreement  provides for an unsecured,  $200 million
revolving  credit  facility  with a term  of five  years.  The  credit  facility
replaces  the  Company's  previous  $132.5  million  credit  facility  that  was
scheduled to mature in December 2005.  Interest under the Credit  Agreement 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 0.50% to 1.25%.  Currently,
any borrowings  under this Credit Agreement line of credit would be at the prime
rate or LIBOR plus 0.50%.  The Credit  Agreement line of credit contains certain
restrictions  and conditions that require the Company to maintain a fixed charge
coverage  ratio at a minimum of 1.5 to 1.0 and a maximum  total  funded  debt to
earnings before interest,  taxes,  depreciation and amortization ratio of 3.0 to
1.0.  Borrowings  under the Credit  Agreement  are unsecured but the Company has
agreed to not pledge any of its existing  assets to secure future  indebtedness.
The Company  intends to use the credit  facility  for working  capital,  capital
expenditures,  permitted  share  repurchases  and  general  corporate  purposes,
internal growth initiatives and to fund future acquisitions.



Exhibits:

10(a)(1)     Credit  Agreement,  in  the  stated  amount  of $200,000,000, dated
             July 18, 2005, between CEC Entertainment Concepts, L.P. and Bank of
             America, N.A.,  JP Morgan Chase Bank, N.A.,  SunTrust Bank, and the
             other Lenders.







                                   SIGNATURES

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

                              CEC ENTERTAINMENT, INC.


Date:  July 21, 2005          By:
                                  ----------------------------------------------
                                  Christopher D. Morris
                                  Senior Vice President, Chief Financial Officer