As filed with the  Securities  and Exchange  Commission  on November 6, 2001.
                                                Registration No. 333____________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                            -------------------------
                             CEC ENTERTAINMENT, INC.
             (Exact name of registrant as specified in its charter)


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


 4441 West Airport Freeway                                     75062
      Irving, Texas                                        (Zip Code)
(Address of principal executive offices)

                             CEC ENTERTAINMENT, INC.
                      1997 NON-STATUTORY STOCK OPTION PLAN
                            (Full title of the plan)

                                Richard M. Frank
                Chairman of the Board and Chief Executive Officer
                             CEC Entertainment, Inc.
                            4441 West Airport Freeway
                               Irving, Texas 75602
                                 (972) 258-8507
 (Name, address and telephone number including area code, of agent for service)

                                 with a copy to:

                               Ted S. Schweinfurth
                         Winstead Sechrest & Minick P.C.
                             5400 Renaissance Tower
                                 1201 Elm Street
                               Dallas, Texas 75270
                            -------------------------

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                     Proposed maximum        Proposed maximum
Title of securities to be      Amount to be         offering price per      aggregate offering    Amount of registration
     registered (1)             registered              share (2)                price (2)                 fee

<S>                          <C>                            <C>                 <C>                     <C>
Common Stock,                1,300,000 shares               $39.01              $50,713,000             $12,679
par value $.10 per share
</TABLE>

(1) Shares of common stock of CEC Entertainment, Inc. (the "Company"), par value
$.10 per share (the "Common Stock"),  being registered  hereby relate to the CEC
Entertainment,  Inc. 1997 Non-Statutory Stock Option Plan (the "Plan"). Pursuant
to Rule 416  promulgated  under the  Securities  Act of 1933,  as  amended  (the
"Securities  Act"),  there are also being  registered such additional  shares of
Common Stock as may become issuable pursuant to the anti-dilution  provisions of
the Plan.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant  to Rule 457(c) and (h)  promulgated  under the  Securities  Act on the
basis of the  average  of the high and low sale  prices of the  Common  Stock on
November 5, 2001, as reported on the New York Stock Exchange.


                                      - 1 -

<PAGE>




                           INCORPORATION BY REFERENCE

     The  1,300,000  shares of Common  Stock being  registered  hereby  shall be
issued under the  Company's  1997  Non-Statutory  Stock  Option Plan,  which was
amended effective June 28, 2001, to, among other things,  increase the number of
shares of Common  Stock  available  for  issuance  under the Plan.  Pursuant  to
Instruction E of Form S-8, the contents of the Company's Registration Statements
on Form  S-8,  as  filed  with  the  Securities  and  Exchange  Commission  (the
"Commission")  on November 26, 1997,  Registration  No.  333-41039,  on July 23,
1999,  Registration  No.  333-8369  and on August  24,  2000,  Registration  No.
333-44434,  are incorporated by reference  herein.  Pursuant to Instruction C of
Form  S-8,  the  Company  is  including  a  Re-offer   Prospectus   within  this
registration statement.



                                      - 2 -

<PAGE>




         RE-OFFER PROSPECTUS

                             CEC ENTERTAINMENT, INC.

                                1,587,147 shares

                     Common Stock, $.10 par value per share

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

         This prospectus  relates to 1,587,147 shares of common stock,  $.10 par
value per share,  of CEC  Entertainment,  Inc. which may be offered from time to
time  by  the  selling  stockholders   identified  under  the  caption  "Selling
Stockholders"  in this  prospectus  for their own accounts.  Each of the selling
stockholders acquired or will acquire the shares of common stock covered by this
prospectus  pursuant to the CEC  Entertainment,  Inc. 1997  Non-Statutory  Stock
Option Plan.

         This  prospectus has been prepared for the purpose of  registering  the
shares of common stock under the  Securities Act to allow for future sale by the
selling  stockholders,  on a continuous or delayed basis,  to the public without
restriction. Each selling stockholder and any participating broker or dealer may
be deemed to be an  "underwriter"  within the meaning of the Securities  Act, in
which event any profit on the sale of shares by the selling  stockholder and any
commissions  or discounts  received by those brokers or dealers may be deemed to
be underwriting compensation under the Securities Act.

         Our  common  stock is traded on the New York Stock  Exchange  under the
symbol  "CEC." On November 5, 2001,  the last  reported sale price of our common
stock was $38.50 per share.

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

             THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
                 SECURITIES THAT HAVE BEEN REGISTERED UNDER THE
                             SECURITIES ACT OF 1933.

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

           YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON
                           PAGE 1 OF THIS PROSPECTUS.

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

     Neither the Securities and Exchange Commission nor any state securities
    commission has approved or disapproved the shares of common stock we are
           offering, or determined that this prospectus is truthful or
       complete. Any representation to the contrary is a criminal offense.

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

                The date of this prospectus is November 5, 2001.



                                      - 3 -

<PAGE>


                                TABLE OF CONTENTS

                                                                           Page

CEC ENTERTAINMENT.............................................................5

RISK FACTORS..................................................................5

FORWARD-LOOKING STATEMENTS....................................................7

USE OF PROCEEDS...............................................................8

SELLING STOCKHOLDERS..........................................................8

PLAN OF DISTRIBUTION..........................................................8

LEGAL MATTERS.................................................................9

EXPERTS.......................................................................9

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.............................9

WHERE YOU CAN FIND MORE INFORMATION..........................................10



                                      - 4 -

<PAGE>


                                CEC ENTERTAINMENT

     CEC Entertainment, Inc. was incorporated in the State of Kansas in 1980 and
is engaged in the family  restaurant/entertainment  center business.  As of July
26, 2001, we operated 336 Chuck E.  Cheese's(R)restaurants,  and our franchisees
operated 54 restaurants.

     Chuck E.  Cheese's  restaurants  offer a  variety  of pizza,  a salad  bar,
sandwiches  and  desserts  and  feature  musical  and  comic   entertainment  by
life-size,  computer-controlled robotic characters, family-oriented games, rides
and arcade-style activities.  The restaurants are intended to appeal to families
with children between the ages of 2 and 12.

     To maintain a unique and exciting atmosphere in the restaurants, we believe
it is essential to reinvest  capital  through the evolution of our games,  rides
and entertainment packages and to continue enhancing our facilities. In 2000, we
initiated a Phase III upgrade  program  which  includes a new toddler play area,
skill games and rides, kiddie games and rides,  sky-tube  enhancements and prize
area enhancements with ticket counting machines. We completed Phase III upgrades
in  27  restaurants  in  2000  and  plan  to  complete  Phase  III  upgrades  in
approximately 100 restaurants in 2001.

     Our  principal  offices are located at 4441 West Airport  Freeway,  Irving,
Texas 75062 and our telephone number is (214) 258-8507.

                                  RISK FACTORS

     You should  carefully  consider the risks  described below before making an
investment  decision.  We believe  these are all the  material  risks  currently
facing our business. Our business,  financial condition or results of operations
could be materially  adversely affected by these risks. The trading price of our
common stock could  decline due to any of these  risks,  and you may lose all or
part of your investment. You should also refer to the other information included
or  incorporated  by  reference  in this  prospectus,  including  our  financial
statements and related notes.

We may not be able to implement successfully our growth strategy.

     Our continued growth depends,  to a significant  degree,  on our ability to
implement successfully its growth strategies.  Among such strategies, we plan to
continue to open new stores in selected markets.  The opening and success of new
Chuck E.  Cheese's  restaurant/entertainment  centers  will  depend  on  various
factors,  including the  availability  of suitable  sites,  the  negotiation  of
acceptable  lease terms for such  locations,  the  ability to meet  construction
schedules, the ability to manage such expansion and hire and train personnel, as
well  as  general  economic  and  business  conditions.   Our  ability  to  open
successfully  new stores will also depend upon the  availability  of  sufficient
funds for such purpose,  including  funds from  operations,  our existing credit
facility,  future debt  financing,  future  equity  offerings  or a  combination
thereof.  There can be no assurance  that we will be  successful  in opening and
operating the number of anticipated new stores on a timely or profitable  basis.
Our growth is also dependent on management's  ability to evolve  continually and
update our concept to  anticipate  and respond to  changing  customer  needs and
competitive  conditions.  There can be no assurance that management will be able
to anticipate  successfully changes in competitive  conditions or customer needs
or  that  the  market   will   accept   our   concepts.

The  success of the  restaurant/entertainment  industry is  dependent  upon many
factors, over which we have little or no control.

     The restaurant/entertainment industry is affected by national, regional and
local  economic   conditions,   demographic  trends  and  consumer  tastes.  The
performance of individual restaurants may be affected by factors such as traffic
patterns and the type, number and location of competing restaurants.  Dependence
on  frequent  deliveries  of fresh food  products  also  subjects  food  service
businesses  to the risk that  shortages  or  interruptions  in supply  caused by
adverse weather or other  conditions  could adversely  affect the  availability,
quality  and  cost of  ingredients.  In  addition,  factors  such as  inflation,
increased  food,  labor  and  employee  benefit  costs and the  availability  of
experienced  management  and  hourly  employees  may also  adversely  affect the
restaurant  industry  in  general  and our  restaurant/entertainment  centers in
particular.  The entertainment  industry is affected by many factors,  including
changes  in  customer  preferences  and  increases  in the  type and  number  of
entertainment offerings. Operating costs


                                      - 5 -

<PAGE>




may  also  be  affected  by  further  increases  in  the  minimum  hourly  wage,
unemployment  tax rates,  sales taxes and similar  matters over which we have no
control.

We  may  not be  able  to  compete  successfully  with  our  competitors  in the
restaurant and entertainment center industries.

     We believe that our combined  restaurant/entertainment  center concept puts
us in a niche which combines  elements of both the restaurant and  entertainment
industries.  As a result,  we, to some  degree,  compete  with  entities in both
industries.  Although other restaurant  chains presently  utilize the concept of
combined   family   restaurant/entertainment   operations,   we  believe   these
competitors  operate primarily on a local or regional,  market- by-market basis.
Within  the  traditional   restaurant  sector,  we  compete  with  other  casual
restaurants  on a  nationwide  basis.  In addition to such  national  restaurant
chains and regional and local restaurant/family  entertainment  competitors,  we
compete  with other  concepts  that  target the same  consumer,  including  "fun
centers." Our high operating  leverage may make us  particularly  susceptible to
competition.  Such  competitive  market  conditions,  including the emergence of
significant new competition,  could adversely affect our ability to successfully
increase its results of operations.

Our business  depends on a limited number of key personnel,  and the loss of any
of these could materially and adversely affect our business.

     The  success of our  business  will  continue to be highly  dependent  upon
Richard M. Frank, our Chairman of the Board and Chief Executive Officer, Michael
H. Magusiak, our President, and other members of our senior management. Although
we have  entered  into  employment  agreements  with  each of Mr.  Frank and Mr.
Magusiak,  the loss of the services of either of such  individuals  could have a
material adverse effect upon our business and development. Our success will also
depend  upon our  ability to retain and attract  additional  skilled  management
personnel to our senior management team and at our operational  level. There can
be no assurances that we will be able to retain the services of Messrs. Frank or
Magusiak,  senior  members of our  management  team or the required  operational
support at the store level in the future.

Our success depends greatly upon the success of our franchise operations.

     Our  success  is  also  dependent,  to  some  degree,  upon  our  franchise
operations  and the manner in which our  franchisees  operate and develop  their
restaurant/entertainment  centers to promote  and  develop  our  concept and our
reputation for quality and value.  Currently,  14% our  restaurant/entertainment
centers are owned and operated by our franchisees.  Although we have established
criteria to evaluate  prospective  franchisees,  there can be no assurance  that
current or prospective franchisees will have the business abilities or access to
financial   resources    necessary   to   successfully    develop   or   operate
restaurant/entertainment centers in their franchise areas in a manner consistent
with our concepts and standards.

We may be subject to adverse effects from potential negative publicity.

     Our target  market of 2 to 12 year old  children  and  families  with small
children is potentially highly sensitive to adverse  publicity.  There can be no
assurance that we will not experience  negative publicity  regarding one or more
of our  restaurant/entertainment  centers.  The occurrence of negative publicity
regarding one or more of our locations could materially and adversely affect our
image  with  our  customers  and our  results  of  operations.

Our results of operations greatly fluctuate between quarters.

     We  have  experienced,  and  in  the  future  could  experience,  quarterly
variations  in revenues  as a result of a variety of factors,  many of which are
outside our control,  including the timing and number of new store openings, the
timing of capital investments in existing stores, unfavorable weather conditions
and natural disasters. We typically experience lower net sales in the second and
fourth  quarters  than in the first and third  quarters.  If revenues  are below
expectations  in any  given  quarter,  our  operating  results  would  likely be
materially adversely affected for that quarter.



                                      - 6 -

<PAGE>




We and our franchisees  are subject to government  regulation and failure to, or
the  inability  to,  comply  with these  regulations  may  adversely  affect our
business.

     We and our franchisees are subject to various federal, state and local laws
and  regulations  affecting  operations,  including those relating to the use of
video and arcade games and rides,  the  preparation  and sale of food, and those
relating to building and zoning  requirements.  We and our  franchisees are also
subject to laws governing our  relationship  with employees,  including  minimum
wage  requirements,  overtime,  working and safety  conditions  and  citizenship
requirements.  In addition,  we are subject to  regulation  by the Federal Trade
Commission and must comply with certain state laws which govern the offer,  sale
and termination of franchises and the refusal to renew franchises.  Difficulties
or failures in obtaining  required licenses or other regulatory  approvals could
delay or prevent the opening of a new  restaurant/entertainment  center, and the
suspension  of, or  inability  to renew,  a license  or permit  could  interrupt
operations at an existing restaurant.

Our stock price is volatile.

     The stock price of our common  stock has been  volatile and can be expected
to be significantly affected by factors such as:

     o    quarterly variations in our results ofoperations;

     o    quarterly variations in our competitors' resultof operations;

     o    changes in earnings estimates or  buy/sellrecommendations by financial
          analysts;

     o    the stock price performance of comparablecompanies; and

     o    general market conditions or market  conditionsspecific  to particular
          industries.

                          FORWARD-LOOKING STATEMENTS

     The statements,  other than statements of historical facts included in this
prospectus, are forward-looking statements. Forward-looking statements generally
can be  identified  by the use of  forward-looking  terminology  such as  "may,"
"will," "expect,"  "intend,"  "estimate,"  "anticipate" or "believe." We believe
that the expectations reflected in such forward-looking statements are accurate.
However,  we cannot assure you that these  expectations  will occur.  Our actual
future  performance could differ materially from these statements.  Factors that
could cause or contribute to these differences include, but are not limited to,

     o    uncertainties regarding the ability to open newstores;

     o    our  ability  to  acquireadditional  rent-to-own  stores on  favorable
          terms;

     o    our ability to enhance the performance of these acquired stores;

     o    the results of our litigation;

     o    the  passage  of  legislation   adversely  affecting  the  rent-to-own
          industry;

     o    interest  rates;

     o    our  ability  to  collect on our  rental  purchase  agreements  at the
          current rate; and

     o    the other risks detailed from time to time in our SEC reports.


     Additional factors that could cause our actual results to differ materially
from our  expectations  are discussed under the section  entitled "Risk Factors"
and  elsewhere  in  this  prospectus.  You  should  not  unduly  rely  on  these
forward-looking statements,  which speak only as of the date of this prospectus.
Except as required by law, we


                                      - 7 -

<PAGE>


are not  obligated to publicly  release any  revisions to these  forward-looking
statements to reflect events or  circumstances  occurring after the date of this
prospectus or to reflect the occurrence of unanticipated events.

                                 USE OF PROCEEDS

     We will not receive any of the  proceeds  from the sale of shares of common
stock by the selling stockholders.


                              SELLING STOCKHOLDERS

     The shares of our common stock to which this  prospectus  relates are being
registered for re-offers and resales by the selling  stockholders,  who acquired
or will  acquire  shares of common  stock  pursuant  to the  Plan.  The  selling
stockholders  may resell all, a portion or none of these  shares of common stock
from time to time.  The table  below  sets forth  with  respect to each  selling
stockholder,  based upon information available to us as of November 5, 2001, the
number of  shares  of common  stock  beneficially  owned,  the  number of shares
registered by this  prospectus and the number and percent of outstanding  shares
of common  stock  assuming  the sale of all of the  registered  shares of common
stock.

                    Number of Shares                         Number of Shares
                   Beneficially Owned                         Owned After the
                                        Number of Shares        Offering
Name                                       Registered       Number      Percent
-------------------------------------- ------------------- --------------------

Roger Cardinale          113,135             99,365         13,770        12.17
Rodney Carter            69,140              69,140              0         0.00
Gene Cramm               91,219              89,890          1,329         1.46
Mark Flores              82,669              82,669              0         0.00
Richard Frank            872,469             647,500       224,969        25.79
Richard Huston           173,980             144,392        29,588        17.00
Michael Magusiak         466,822             350,000       116,822        25.02
Thomas Oliver            104,191             104,191             0         0.00

------------------
* = less than one percent

     The  information  provided in the table  above with  respect to the selling
stockholders  has  been  obtained  from  the  selling  stockholders.  Except  as
otherwise disclosed above or in documents incorporated herein by reference,  the
selling  stockholders  have not within the past  three  years had any  position,
office or other material  relationship with us. Because the selling stockholders
may sell all or some portion of the shares of common stock beneficially owned by
them, only an estimate (assuming the selling stockholder sells all of the shares
offered  hereby) can be given as the number of shares that will be  beneficially
owned by the selling stockholders after this offering. In addition,  the selling
stockholders may have sold,  transferred or otherwise  disposed of, or may sell,
transfer  or  otherwise  dispose  of, at any time or from time to time since the
dates on which they  provided  the  information  regarding  the shares of common
stock  beneficially  owned by them in transactions  exempt from the registration
requirements of the Securities Act.

                              PLAN OF DISTRIBUTION

     Each  selling  stockholder  may sell his or her shares of common  stock for
value from time to time under this prospectus in one or more transactions on the
New York Stock Exchange, in negotiated  transactions or in a combination of such
methods of sale,  at market  prices  prevailing  at the time of sale,  at prices
related to such prevailing market prices or at prices otherwise negotiated.  The
selling  stockholders  may effect  such  transactions  by selling  the shares of
common stock to or through  broker-dealers,  and such broker-dealers may receive
compensation in the form of underwriting  discounts,  concessions or commissions
from the selling stockholders and/or the


                                      - 8 -

<PAGE>




purchasers of the shares of common stock for whom such broker-dealers may act as
agent  (which   compensation  may  be  less  than  or  in  excess  of  customary
commissions).

     Each selling  stockholder and any  broker-dealers  that  participate in the
distribution of the shares of common stock may be deemed to be an  "underwriter"
within the meaning of Section 2(11) of the Securities  Act, and any  commissions
received  by them and any profit on the resale of the shares sold by them may be
deemed to be underwriting  discounts and  commissions  under the Securities Act.
All selling and other expenses incurred by the selling stockholders will be done
by the selling stockholders.

     In  addition  to the shares of commons  stock sold  hereunder,  the selling
stockholders,  may, at any same time, sell any shares of common stock, including
the  shares  of  common  stock  owned  by them  in  compliance  with  all of the
requirements of Rule 144,  regardless of whether such shares are covered by this
prospectus.

     There is no assurance  that the selling  stockholders  will sell all or any
portion of the shares of common stock  offered or that the selling  stockholders
will transfer, devise or gift these shares by other means.

     We will pay all  expenses in  connection  with this  offering  and will not
receive  any  proceeds  from sales of any shares of common  stock by the selling
stockholders.

                                  LEGAL MATTERS

     The  validity of the shares of common stock  offered  hereby will be passed
upon for us by Winstead Sechrest & Minick P.C.

                                     EXPERTS

     The consolidated financial statements of CEC Entertainment, Inc. and
its  subsidiaries  as of  December  31, 2000 and January 2, 2000 and the related
consolidated  statements  of earnings and  comprehensive  income,  stockholders'
equity and cash flows for each of the three years in the period  ended  December
31, 2000 are  incorporated  in this  prospectus by reference  from our Form 10-K
filed March 20, 2001. These financial statements have been audited by Deloitte &
Touche  LLP,  independent   auditors,  as  stated  in  their  report,  which  is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given on their  authority as experts in  accounting  and
auditing.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     We will provide without charge, upon written or oral request, a copy of any
or  all  of  the  documents  which  are  incorporated  by  reference  into  this
prospectus.  You  should  contact  us at: CEC  Entertainment,  Inc.,  Attention:
Corporate Counsel,  4441 West Airport Freeway,  Irving,  Texas 75062,  telephone
number (214) 258-8507 should you desire any of these documents.

     The following documents, which we previously filed with the SEC pursuant to
Sections 13 or 15 of the Exchange Act, are  incorporated  by reference into this
prospectus:

     o    Our Annual  Report on Form 10-K for the twelve  months ended  December
          31, 2000;

     o    The portions of our proxy  statement for our 200 annual meeting of our
          stockholders  that have been incorporated by reference into our Annual
          Report; and

     o    Our Quarterly Reports on Form 10-Q for the thre months ended March 31,
          2001 and July 1, 2001.


In addition,  we  incorporate  by reference the  description of our common stock
contained  in our Form  8-A  (Registration  No.  001-13687)  filed  with the SEC
pursuant  to Section 12 of the  Exchange  Act,  as updated in any  amendment  or
report filed for such purpose.

     Finally,  we incorporate by reference in this prospectus all documents that
we may file under Sections  13(a),  13(c), 14 or 15(d) of the Exchange Act after
the date of this prospectus and before the filing of a post-effective


                                      - 9 -

<PAGE>


amendment,  which indicates that all securities  offered have been sold or which
de-registers all securities then remaining unsold. Those documents are a part of
this prospectus from the date of filing. Any statement incorporated by reference
in this  prospectus  shall  be  modified  or  superseded  for  purposes  of this
prospectus  to the extent that a  statement  contained  herein,  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference herein,  modifies or supersedes that statement.  Any statement that is
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual,  quarterly and special reports,  proxy statements and other
information with the Securities and Exchange  Commission.  You may read and copy
any  reports,  statements  and other  information  we file at the  SEC's  public
reference rooms in Washington,  D.C., New York, New York, and Chicago, Illinois.
Please call  1-800-SEC-0330  for  further  information  on the public  reference
rooms.  Our filings are also  available to the public from  commercial  document
retrieval   services   and  at  the   web   site   maintained   by  the  SEC  at
http://www.sec.gov.

     We have filed a registration statement on Form S-8 to register with the SEC
the common stock we are offering under the Plan. This prospectus is part of that
registration  statement. As allowed by the SEC's rules, this prospectus does not
contain all of the information you can find in the registration statement or the
exhibits to the registration statement.

                                     - 10 -

<PAGE>




                                    EXHIBIT A

                             CEC ENTERTAINMENT, INC.
                      1997 NON-STATUTORY STOCK OPTION PLAN

         CEC ENTERTAINMENT, INC., a corporation organized and existing under the
laws of the state of Kansas (the "Company"),  hereby formulates and adopts, with
respect  to the  shares of  common  stock of the  Company  ("Common  Stock"),  a
non-statutory stock option plan for certain individuals who are key employees of
the Company or its subsidiaries, as follows:

         1. Purpose of Plan. The purpose of this 1997 Non-Statutory  Option Plan
(the  "Plan") is to  encourage  certain  individuals  who are key  employees  to
participate in the ownership of the Company, and to provide additional incentive
for such  individuals to promote the success of its business  through sharing in
the future growth of such business.

         2.  Effective  Date of the Plan.  The  provisions  of this Plan became
effective on August 1, 1997.


         3. Administration.  This Plan shall be administered by the Stock Option
Committee  of the Board of Directors  of the Company  (the  "Committee"),  which
shall  be  comprised  of two  (2) or more  directors,  each  of  whom  shall  be
"Non-Employee  Directors,"  as defined in Rule 16b-3(c),  promulgated  under the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  and who are
also "Outside  Directors," as defined in Section 162(m) of the Internal  Revenue
Code of 1986,  as  amended  from time to time  (the  "Code"),  and any  Treasury
Regulations  that may be promulgated  thereunder.  The Committee shall have full
power and authority to construe,  interpret and  administer  this Plan,  and may
from time to time adopt such rules and regulations for carrying out this Plan as
it may deem  proper and in the best  interests  of the  Company.  Subject to the
terms,  provisions  and  conditions of this Plan,  the Committee  shall have the
authority  to select  the  individuals  to whom  options  shall be  granted,  to
determine the number of shares subject to each option,  to determine the time or
times when options will be granted,  to determine the option price of the shares
subject to each option, to determine the time when each option may be exercised,
to fix such other  provisions of each option agreement as the Committee may deem
necessary or desirable, consistent with the terms of this Plan, and to determine
all  other  questions   relating  to  the   administration  of  this  Plan.  The
interpretation  and  construction  of this Plan by the Committee shall be final,
conclusive and binding upon all persons.

         4.  Eligibility.  Options to purchase  shares of Common  Stock shall be
granted under this Plan only to those individuals selected by the Committee from
time to time who, in the sole discretion of the Committee,  are key employees of
the  Company  or its  subsidiaries  at the time of the  grant  and who have made
material  contributions  in the  past,  or who are  expected  to  make  material
contributions in the future, to the successful performance of the Company or its
subsidiaries.

         5. Shares Subject to the Plan. Options granted under this Plan shall be
granted  solely  with  respect  to  shares  of  Common  Stock.  Subject  to  any
adjustments  made pursuant to the provisions of Section 12, the aggregate number
of shares of Common  Stock which may be issued upon  exercise of all the options
which may be granted under this Plan shall not exceed  4,387,500.  If any option
granted under this Plan shall expire or terminate for any reason  without having
been exercised in full, the unpurchased  shares subject to such options shall be
added to the  number of shares  otherwise  available  for  options  which may be
granted in  accordance  with the terms of this Plan.  The shares to be delivered
upon exercise of the options granted under this Plan shall be made available, at
the discretion of the Committee,  from either the authorized but unissued shares
of Common Stock or any treasury shares of Common Stock held by the Company.

         6. Option Certificate or Contract.  Each option granted under this Plan
shall be  evidenced  by either a  certificate  or a  non-statutory  stock option
contract  which  shall  be  signed  by an  officer  of the  Company,  and by the
individual  to whom the  option  is  granted  (the  "Optionee")  in the  event a
contract has been issued. The terms of said contract shall be in accordance with
the provisions of this Plan, but it may include such other  provisions as may be
approved  by the  Committee.  The grant of an option  under  this Plan  shall be
deemed to occur on the date on which the certificate or contract evidencing such
option is  executed by the  Company,  and every  Optionee  shall be bound by the
terms and restrictions of this Plan and such certificate or contract.

     7. Option Price. The price at which shares of Common Stock may be purchased
under an  option  granted  pursuant  to this  Plan  shall be  determined  by the
Committee, but in no event shall the price be less than 100


                                     - 11 -

<PAGE>


percent  (100%)  of the fair  market  value of such  shares on the date that the
option is granted.  The fair market value of shares of Common Stock for purposes
of this Plan shall be determined by the Committee, in it sole discretion.

         8.       Period and Exercise of Option.

                  (a) Period -- Subject  to the  provisions  of Section 9 and 10
hereof with respect to the death or  termination  of  employment of an Optionee,
the period  during  which each option  granted  under this Plan may be exercised
shall be fixed by the  Committee  at the time such option is  granted,  provided
that such  period  shall  expire no later  than seven (7) years from the date on
which the option is granted (the "Grant Date").

                  (b)  Employment  -- The  option  may not be  exercised  to any
extent until the Optionee  has been  continuously,  for a period of at least one
(1) year after the Grant Date,  employed by the Company or a  subsidiary  of the
Company.

                  (c)  Exercise  -- Any  option  granted  under this Plan may be
exercised  by the Optionee  only by  delivering  to the  Company,  or its agent,
written or verbal notice,  as may be specified by the Company from time to time,
of the number of shares with respect to which he or she is exercising his or her
option  right,  paying in full the option  price of the  purchased  shares,  and
furnishing to the Company,  or its agent, a representation  in writing signed by
the  Optionee  that  he or she is  familiar  with  the  business  and  financial
condition of the Company,  is  purchasing  the shares of stock in good faith for
himself or herself for investment  purposes and not with a view towards the sale
or distribution  thereof,  and will not effect any sale in violation of any laws
or regulations of the United States or any state.  Subject to the limitations of
this  Plan  and  the  terms  and  conditions  of  the  respective  stock  option
certificate  or  contract,   each  option  granted  under  this  Plan  shall  be
exercisable  in whole or in part at such  time or  times  as the  Committee  may
specify in such stock option certificate or contract.

                  (d) Payment  for Shares -- Payment for shares of Common  Stock
purchased  pursuant to an option  granted  under this Plan may be made in either
cash or in shares of Common Stock.

                  (e) Delivery of Certificates  -- As soon as practicable  after
receipt by the Company of the notice and representation  described in Subsection
(c),  and of  payment in full of the  option  price for all of the shares  being
purchased  pursuant  to an option  granted  under this Plan,  a  certificate  or
certificates, or book entry with the Company's transfer agent, representing such
shares of stock shall be  registered  in the name of the  Optionee  and any such
certificate(s)  shall be delivered to the Optionee.  However,  no certificate or
book entry for  fractional  shares of stock  shall be issued or  recorded by the
Company  notwithstanding  any request  therefor.  Neither any Optionee,  nor the
legal representative, legatee or distributee of any Optionee, shall be deemed to
be a holder of any shares of stock subject to an option  granted under this Plan
unless  and  until the  certificate  or  certificates,  or book  entry  with the
Company's  transfer  agent,  for such  shares  have  been  issued  or  recorded,
respectively.  All stock  certificates  issued upon the  exercise of any options
granted  pursuant to this Plan may bear such legend as the Committee  shall deem
appropriate  regarding  restrictions  upon the  transfer  or sale of the  shares
evidenced thereby.

                  (f)  Withholding -- The Company shall have the right to deduct
any sums that the Committee reasonably  determines that Federal,  state or local
tax law requires to be withheld with respect to the exercise of any option or as
otherwise may be required by those laws.  The Company may require as a condition
to issuing  shares of Common Stock upon exercise of the option that the Optionee
or other person exercising the option pay any sums that Federal,  state or local
tax law required to be withheld with respect to the exercise.  The Company shall
not be  obligated  to advise any  Optionee  of the  existence  of the tax or the
amount which the Company will be so required to  withhold.  Upon  exercise of an
option, if tax withholding is required, an Optionee may, with the consent of the
Committee,  have shares of Common Stock withheld  ("Share  Withholding")  by the
Company from the shares otherwise to be received; provided, however, that if the
Optionee is subject to the  provisions  of Section 16 under the Exchange Act, no
Share Withholding  shall be permitted unless such transaction  complies with the
requirements of Rule 16b-3(e)  promulgated under the Exchange Act. The number of
shares so withheld  should have an aggregate fair market value (as determined in
accordance  with the terms of this Plan) on the date of exercise  sufficient  to
satisfy the applicable withholding taxes.

         9.  Termination  of  Employment.  If an  Optionee  shall cease to be an
employee of the Company or  subsidiary  of the Company for any reason other than
death after he or she shall have  served in such  capacity  continuously  for at
lease one (1) year from the Grant Date,  he or she may,  but only within  thirty
(30) days next  succeeding  such  cessation,  exercise  his or her option to the
extent that he or she was entitled to exercise it at the date

                                     - 12 -

<PAGE>




of such  cessation.  Nothing  in this Plan or any stock  option  certificate  or
contract  shall be construed as an  obligation  on the part of the Company or of
any of its subsidiary corporations to continue the Optionee as an employee.

         10. Death of Optionee.  In the event of the death of an Optionee  while
serving  as an  employee  of  the  Company  or its  subsidiary,  any  option  or
unexercised  portion  thereof  granted to him under this Plan which is otherwise
exercisable  may be exercised  by the person or persons to whom such  Optionee's
rights under the option pass by operation of the Optionee's  will or the laws of
descent  and  distribution,  at any  time  within  a  period  of six (6)  months
following  the death of the Optionee  (even though such period is later than the
expiration date of the option as specified in Section 8(a) and in the respective
stock option  certificate or contract).  Such option shall be  exercisable  even
though the Optionee's death occurs before he or she has  continuously  served as
an employee of the Company or its  subsidiary for a period of one (1) year after
the date of grant.

         11.  Transferability of Options.  An option certificate or contract may
permit an  Optionee  to  transfer  his or her  options  to members of his or her
Immediate Family, to one or more trusts for the benefit of such Immediate Family
members,  or to one or more partnerships where such Immediate Family members are
the only partners if (i) the certificate or contract  setting forth such options
expressly  provides  that the  options  may be  transferred,  (ii) the  Optionee
obtains the prior written consent of the Committee for such transfer,  and (iii)
the Optionee does not receive any  consideration in any form whatsoever for said
transfer.  Any options so  transferred  shall continue to be subject to the same
terms and conditions in the hands of the  transferee as were  applicable to said
option  immediately  prior to the transfer  thereof.  Any option not (i) granted
pursuant to any certificate or contract  expressly allowing the transfer of said
option  or  (ii)  amended   expressly  to  permit  its  transfer  shall  not  be
transferable  by the Optionee  otherwise  than by will or by the laws of descent
and  distribution  and such option shall be  exercisable  during the  Optionee's
lifetime  only  by  the  Optionee.   "Immediate   Family"  means  the  children,
grandchildren or spouse of the Optionee.

         12.  Adjustments  upon Changes in  Capitalization.  In the event of any
change in the capital  structure of the Company,  including but not limited to a
change  resulting from a stock dividend,  stock split,  reorganization,  merger,
consolidation,  liquidation or any  combination  or exchange of shares,  and the
Company continues  thereafter as the surviving entity, then the number of shares
of Common  Stock  subject to this Plan and the number of such shares  subject to
each  option  granted  hereunder  shall  be  correspondingly   adjusted  by  the
Committee.  The option  price for which  shares of Common Stock may be purchased
pursuant  to an option  granted  under this Plan shall be adjusted so that there
will be no change in the aggregate  purchase  price payable upon the exercise of
any option.

         13.  Amendment  and  Termination  of Plan.  No option  shall be granted
pursuant to this Plan after July 31, 2007,  on which date this Plan shall expire
except as to options  then  outstanding  under this Plan,  which  options  shall
remain in effect until they have been  exercised or have expired.  The Committee
may at any time  before  such  date,  amend,  modify  or  terminate  this  Plan;
provided,  however,  that any  amendment  to the Plan  must be  approved  by the
stockholders of the Company if the amendment  would (a) materially  increase the
aggregate  number of shares of Stock  which may be issued  pursuant  to  options
granted under the Plan, (b) materially modify the requirements as to eligibility
for participation in the Plan, or (c) materially  increase the benefits accruing
to holders of options under the Plan. No amendment,  modification or termination
of this Plan may  adversely  affect  the rights of any  Optionee  under any then
outstanding option granted hereunder without the consent of such Optionee.

         14. Grant of New Option and  Repricing.  An option may be granted under
this Plan which may be conditioned upon the termination of a non-statutory stock
option certificate or contract  previously granted to the Optionee which has not
yet been  terminated or been  exercised;  provided,  however,  (a) the price for
which shares of Common  Stock may be  purchased  under the new option may not be
less than the price of shares of Common  Stock  that were  subject  to  purchase
under the terminated  option unless the  shareholders of the Company approve the
issuance  at a lower  price,  and (b)  the  Committee  may  not,  without  prior
shareholder  approval,  re-price underwater stock options by either lowering the
exercise  price of  outstanding  options or  canceling  outstanding  options and
granting new replacement options with a lower exercise price.

         15. Change of Control.  If while unexercised options remain outstanding
under  this  Plan,  a Change of  Control  (as  hereinafter  defined)  shall have
occurred,  then all such options shall be exercisable  in full,  notwithstanding
Section 8(b) hereof or any other provision in this Plan or option certificate or
contract to the contrary. For purposes of this Plan, a "Change of Control" shall
be deemed to have occurred with respect to the Company: (A) on the date in which
the Company  executes an agreement or an agreement in principle (i) with respect
to any merger,  consolidation or other business  combination by the Company with
or into another entity and the


                                     - 13 -

<PAGE>




Company is not the surviving entity, or (ii) to sell or otherwise dispose of all
or substantially all of its assets, or (iii) to adopt a plan of liquidation;  or
(B) on the date in  which  public  announcement  is made  that  the  "beneficial
ownership"  (as  defined in Rule 13d-3  under the  Exchange  Act) of  securities
representing  more than 50% of the combined voting power of the Company is being
acquired by a "person"  within the  meaning of  sections  13(d) and 14(d) of the
Exchange Act; or (C) if, during any period of eighteen (18) consecutive  months,
individuals  who at the  beginning  of such period were  members of the Board of
Directors cease for any reason to constitute at least a majority thereof (unless
the  appointment  or election,  or the  nomination for election by the Company's
shareholders, of each new director was approved by a vote of at least a majority
of the  directors  then still in office who were  directors at the  beginning of
such  period);  provided,  however,  that  in no  event  shall a  change  in the
composition of the Company's Board of Directors pursuant to an election of Board
members pursuant to Section 4.6 of the Company's  Articles of Incorporation,  as
amended,  constitute  or result  in a Change of  Control  for  purposes  of this
Section 15.

         The  Committee   shall  have  the  right,  at  the  time  of  grant  or
subsequently,  in its sole  discretion,  to establish  conditions  under which a
specific employee may cease to be a full-time  employee of the Company or any of
its subsidiaries but not be deemed to have terminated his or her employment with
the Company or any of its subsidiaries for purposes of this Plan,  including but
not limited to conditions involving part-time employment or consulting services.
Unless  otherwise  specifically  provided  for  in an  employee's  stock  option
certificate or contract or in an amendment or supplement  thereto, an employee's
employment  with the  Company  or any of its  subsidiaries  shall be  deemed  to
terminate when he or she ceases to be a full-time employee of the Company or any
of its subsidiaries.

         In  the   event  of  a   merger,   consolidation,   reorganization   or
recapitalization  of  the  Company,  the  Committee  shall  have  the  right  to
accelerate the vesting schedule with respect to all or any portion of the shares
of Common Stock granted to any or all of the  employees  under this Plan, if and
to the extent it deems appropriate in its sole discretion.

         16. Restrictions  Applicable to Executive  Officers.  The provisions of
this Section 16 shall apply only to those executive  officers whose compensation
is required to be reported in the  Company's  proxy  statement  pursuant to Item
402(a)(3)(i) (or any successor  thereto) and of Regulation S-K (or any successor
thereto)  under  the  general  rules and  regulations  under  the  Exchange  Act
("Executive Officers"). In the event of any inconsistencies between this Section
16 and the other  provisions of this Plan, as they pertain  Executive  Officers,
the provisions of this Section shall control.

         No amendment of this Plan with respect to any Executive  Officer may be
made which would (i)  increase  the  maximum  amount that can be paid to any one
Executive  Officer  pursuant to this Plan or (ii) modify the  requirements as to
the Executive  Officer's  eligibility for participation in this Plan, unless the
Company's  shareholders  have first  approved  such  amendment in a manner which
would permit the deduction  under Section  162(m) (or any successor  thereto) of
the Code of such  payment in the fiscal  year it is paid.  The  Committee  shall
amend this  Section 16 and such other  provisions  as it deems  appropriate,  to
cause amounts payable to certain Executive  Officers to satisfy the requirements
of Section 162(m) (or any successor  thereto) and the Treasury  Regulations that
may be promulgated thereunder.

         The  maximum  number of shares of Common  Stock  with  respect to which
options may be granted  hereunder to any Executive  Officer  during any calendar
year may not exceed two hundred and fifty thousand (250,000) shares,  subject to
any adjustments made pursuant to the provisions of Section 12.


                                     - 14 -

<PAGE>




Item 8.  Exhibits.

The following are filed as exhibits to this Registration Statement:

Exhibit No.                Description

 4.1      CEC Entertainment, Inc. 1997 Non-Statutory Stock Option.

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

5.1       Opinion of Winstead Sechrest & Minick P.C.*

23.1      Consent of Winstead Sechrest & Minick P.C. (included in Exhibit 5.1).*

23.2      Consent of Deloitte & Touche LLP.*

24.1      Power of Attorney  (included on the signature page of the Registration
          Statement).*

 ----------------
 * filed herewith



                                     - 15 -

<PAGE>




                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Irving, State of Texas, on October 31, 2001.


                             CEC ENTERTAINMENT, INC.


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


                                POWER OF ATTORNEY

         Each person whose signature appears below hereby authorizes  Richard M.
Frank  or  Michael  H.  Magusiak  to  file  one or  more  amendments  (including
post-effective  amendments) to this registration statement, which amendments may
make  such  changes  in this  registration  statement  as  each  of  them  deems
appropriate, and each such person hereby appoints Richard M. Frank or Michael H.
Magusiak as attorney-in-fact to execute in the name and on behalf of the Company
and any such person,  individually  and in each capacity stated below,  any such
amendments to this registration statement.

         Pursuant to the  requirements of the Securities Act, this  registration
statement has been signed by the following  persons in the capacities and on the
date indicated.


Signature                                Title                      Date



/s/ RICHARD M. FRANK              Chairman of the Board         October 31, 2001
--------------------              of Directors,Chief Executive
Richard M. Frank                  Officer and Director


/s/ MICHAEL H. MAGUSIAK           President and Director        October 31, 2001
------------------------
Michael H. Magusiak


/s/ RODNEY CARTER                 Executive Vice President,     October 31, 2001
-----------------                 Chief Financial
Rodney Carter                     Officer and Treasurer


/s/ RICHARD T. HUSTON             Director                      October 31, 2001
---------------------
Richard T. Huston


 /s/ TIM T. MORRIS                Director                      October 31, 2001
-----------------
Tim T. Morris


/s/ LOUIS P. NEEB                 Director                      October 31, 2001
-----------------
Louis P. Neeb


/s/ CYNTHIA I. PHARR              Director                      October 31, 2001
--------------------
Cynthia I. Pharr


 /s/ WALTER TYREE                 Director                      October 31, 2001
----------------
Walter Tyree

/s/ RAYMOND E. WOOLDRIDGE         Director                      October 31, 2001
-------------------------
Raymond E. Wooldridge


                                     - 16 -

<PAGE>




                                  EXHIBIT INDEX

Exhibit No.                Description

4.1       CEC Entertainment, Inc. 1997 Non-Statutory Stock Option Plan.*

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

5.1       Opinion of Winstead Sechrest & Minick P.C.*

23.1      Consent of Winstead Sechrest & Minick P.C. (included in Exhibit 5.1).*

23.2      Consent of Deloitte & Touche LLP.*

24.1      Power of Attorney  (included on the signature page of the Registration
          Statement).*

----------------
* filed herewith



                                     - 17 -

<PAGE>




                                   EXHIBIT 4.1
                             CEC ENTERTAINMENT, INC.
                      1997 NON-STATUTORY STOCK OPTION PLAN

         CEC ENTERTAINMENT, INC., a corporation organized and existing under the
laws of the state of Kansas (the "Company"),  hereby formulates and adopts, with
respect  to the  shares of  common  stock of the  Company  ("Common  Stock"),  a
non-statutory stock option plan for certain individuals who are key employees of
the Company or its subsidiaries, as follows:

     1. Purpose of Plan. The purpose of this 1997 Non-Statutory Option Plan (the
"Plan") is to encourage certain individuals who are key employees to participate
in the ownership of the Company,  and to provide  additional  incentive for such
individuals to promote the success of its business through sharing in the future
growth of such business.

     2. Effective Date of the Plan. The provisions of this Plan became effective
on August 1, 1997.

     3.  Administration.  This Plan shall be  administered  by the Stock  Option
Committee  of the Board of Directors  of the Company  (the  "Committee"),  which
shall  be  comprised  of two  (2) or more  directors,  each  of  whom  shall  be
"Non-Employee  Directors,"  as defined in Rule 16b-3(c),  promulgated  under the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  and who are
also "Outside  Directors," as defined in Section 162(m) of the Internal  Revenue
Code of 1986,  as  amended  from time to time  (the  "Code"),  and any  Treasury
Regulations  that may be promulgated  thereunder.  The Committee shall have full
power and authority to construe,  interpret and  administer  this Plan,  and may
from time to time adopt such rules and regulations for carrying out this Plan as
it may deem  proper and in the best  interests  of the  Company.  Subject to the
terms,  provisions  and  conditions of this Plan,  the Committee  shall have the
authority  to select  the  individuals  to whom  options  shall be  granted,  to
determine the number of shares subject to each option,  to determine the time or
times when options will be granted,  to determine the option price of the shares
subject to each option, to determine the time when each option may be exercised,
to fix such other  provisions of each option agreement as the Committee may deem
necessary or desirable, consistent with the terms of this Plan, and to determine
all  other  questions   relating  to  the   administration  of  this  Plan.  The
interpretation  and  construction  of this Plan by the Committee shall be final,
conclusive and binding upon all persons.

     4. Eligibility. Options to purchase shares of Common Stock shall be granted
under this Plan only to those individuals selected by the Committee from time to
time who, in the sole  discretion  of the  Committee,  are key  employees of the
Company or its  subsidiaries at the time of the grant and who have made material
contributions in the past, or who are expected to make material contributions in
the future, to the successful performance of the Company or its subsidiaries.

     5. Shares  Subject to the Plan.  Options  granted  under this Plan shall be
granted  solely  with  respect  to  shares  of  Common  Stock.  Subject  to  any
adjustments  made pursuant to the provisions of Section 12, the aggregate number
of shares of Common  Stock which may be issued upon  exercise of all the options
which may be granted under this Plan shall not exceed  4,387,500.  If any option
granted under this Plan shall expire or terminate for any reason  without having
been exercised in full, the unpurchased  shares subject to such options shall be
added to the  number of shares  otherwise  available  for  options  which may be
granted in  accordance  with the terms of this Plan.  The shares to be delivered
upon exercise of the options granted under this Plan shall be made available, at
the discretion of the Committee,  from either the authorized but unissued shares
of Common Stock or any treasury shares of Common Stock held by the Company.

     6. Option  Certificate  or Contract.  Each option  granted  under this Plan
shall be  evidenced  by either a  certificate  or a  non-statutory  stock option
contract  which  shall  be  signed  by an  officer  of the  Company,  and by the
individual  to whom the  option  is  granted  (the  "Optionee")  in the  event a
contract has been issued. The terms of said contract shall be in accordance with
the provisions of this Plan, but it may include such other  provisions as may be
approved  by the  Committee.  The grant of an option  under  this Plan  shall be
deemed to occur on the date on which the certificate or contract evidencing such
option is  executed by the  Company,  and every  Optionee  shall be bound by the
terms and restrictions of this Plan and such certificate or contract.

     7. Option Price. The price at which shares of Common Stock may be purchased
under an  option  granted  pursuant  to this  Plan  shall be  determined  by the
Committee, but in no event shall the price be less than 100

                                     - 18 -

<PAGE>




percent  (100%)  of the fair  market  value of such  shares on the date that the
option is granted.  The fair market value of shares of Common Stock for purposes
of this Plan shall be determined by the Committee, in it sole discretion.

     8. Period and Exercise of Option.

     (a)  Period -- Subject to the  provisions  of Section 9 and 10 hereof  with
respect to the death or  termination  of employment  of an Optionee,  the period
during which each option granted under this Plan may be exercised shall be fixed
by the  Committee at the time such option is granted,  provided that such period
shall  expire no later than seven (7) years from the date on which the option is
granted (the "Grant Date").

     (b)  Employment  -- The option may not be exercised to any extent until the
Optionee has been continuously,  for a period of at least one (1) year after the
Grant Date, employed by the Company or a subsidiary of the Company.

     (c) Exercise -- Any option  granted under this Plan may be exercised by the
Optionee  only by  delivering  to the Company,  or its agent,  written or verbal
notice,  as may be specified by the Company from time to time,  of the number of
shares with respect to which he or she is  exercising  his or her option  right,
paying in full the option price of the purchased  shares,  and furnishing to the
Company,  or its agent, a representation  in writing signed by the Optionee that
he or she is familiar with the business and financial  condition of the Company,
is  purchasing  the  shares of stock in good faith for  himself  or herself  for
investment  purposes  and not  with a view  towards  the  sale  or  distribution
thereof, and will not effect any sale in violation of any laws or regulations of
the United States or any state.  Subject to the limitations of this Plan and the
terms and  conditions of the  respective  stock option  certificate or contract,
each option  granted under this Plan shall be exercisable in whole or in part at
such time or times as the Committee may specify in such stock option certificate
or contract.

     (d)  Payment  for Shares -- Payment  for shares of Common  Stock  purchased
pursuant to an option  granted  under this Plan may be made in either cash or in
shares of Common Stock.

     (e) Delivery of Certificates -- As soon as practicable after receipt by the
Company of the notice and  representation  described in  Subsection  (c), and of
payment  in full of the  option  price  for all of the  shares  being  purchased
pursuant to an option granted under this Plan, a certificate or certificates, or
book entry with the Company's transfer agent,  representing such shares of stock
shall be  registered  in the name of the  Optionee  and any such  certificate(s)
shall be delivered to the Optionee.  However,  no  certificate or book entry for
fractional  shares  of  stock  shall  be  issued  or  recorded  by  the  Company
notwithstanding  any  request  therefor.  Neither  any  Optionee,  nor the legal
representative,  legatee or distributee of any Optionee, shall be deemed to be a
holder of any  shares of stock  subject  to an option  granted  under  this Plan
unless  and  until the  certificate  or  certificates,  or book  entry  with the
Company's  transfer  agent,  for such  shares  have  been  issued  or  recorded,
respectively.  All stock  certificates  issued upon the  exercise of any options
granted  pursuant to this Plan may bear such legend as the Committee  shall deem
appropriate  regarding  restrictions  upon the  transfer  or sale of the  shares
evidenced thereby.

     (f) Withholding -- The Company shall have the right to deduct any sums that
the  Committee  reasonably  determines  that  Federal,  state or  local  tax law
requires  to be  withheld  with  respect  to the  exercise  of any  option or as
otherwise may be required by those laws.  The Company may require as a condition
to issuing  shares of Common Stock upon exercise of the option that the Optionee
or other person exercising the option pay any sums that Federal,  state or local
tax law required to be withheld with respect to the exercise.  The Company shall
not be  obligated  to advise any  Optionee  of the  existence  of the tax or the
amount which the Company will be so required to  withhold.  Upon  exercise of an
option, if tax withholding is required, an Optionee may, with the consent of the
Committee,  have shares of Common Stock withheld  ("Share  Withholding")  by the
Company from the shares otherwise to be received; provided, however, that if the
Optionee is subject to the  provisions  of Section 16 under the Exchange Act, no
Share Withholding  shall be permitted unless such transaction  complies with the
requirements of Rule 16b-3(e)  promulgated under the Exchange Act. The number of
shares so withheld  should have an aggregate fair market value (as determined in
accordance  with the terms of this Plan) on the date of exercise  sufficient  to
satisfy the applicable withholding taxes.

     9. Termination of Employment.  If an Optionee shall cease to be an employee
of the Company or  subsidiary  of the  Company  for any reason  other than death
after he or she shall have served in such capacity continuously for at lease one
(1) year from the Grant Date,  he or she may,  but only within  thirty (30) days
next succeeding such cessation, exercise his or her option to the extent that he
or she was entitled to exercise it at the date


                                     - 19 -

<PAGE>




of such  cessation.  Nothing  in this Plan or any stock  option  certificate  or
contract  shall be construed as an  obligation  on the part of the Company or of
any of its subsidiary corporations to continue the Optionee as an employee.

     10.  Death of  Optionee.  In the  event of the death of an  Optionee  while
serving  as an  employee  of  the  Company  or its  subsidiary,  any  option  or
unexercised  portion  thereof  granted to him under this Plan which is otherwise
exercisable  may be exercised  by the person or persons to whom such  Optionee's
rights under the option pass by operation of the Optionee's  will or the laws of
descent  and  distribution,  at any  time  within  a  period  of six (6)  months
following  the death of the Optionee  (even though such period is later than the
expiration date of the option as specified in Section 8(a) and in the respective
stock option  certificate or contract).  Such option shall be  exercisable  even
though the Optionee's death occurs before he or she has  continuously  served as
an employee of the Company or its  subsidiary for a period of one (1) year after
the date of grant.

     11.  Transferability  of Options.  An option  certificate  or contract  may
permit an  Optionee  to  transfer  his or her  options  to members of his or her
Immediate Family, to one or more trusts for the benefit of such Immediate Family
members,  or to one or more partnerships where such Immediate Family members are
the only partners if (i) the certificate or contract  setting forth such options
expressly  provides  that the  options  may be  transferred,  (ii) the  Optionee
obtains the prior written consent of the Committee for such transfer,  and (iii)
the Optionee does not receive any  consideration in any form whatsoever for said
transfer.  Any options so  transferred  shall continue to be subject to the same
terms and conditions in the hands of the  transferee as were  applicable to said
option  immediately  prior to the transfer  thereof.  Any option not (i) granted
pursuant to any certificate or contract  expressly allowing the transfer of said
option  or  (ii)  amended   expressly  to  permit  its  transfer  shall  not  be
transferable  by the Optionee  otherwise  than by will or by the laws of descent
and  distribution  and such option shall be  exercisable  during the  Optionee's
lifetime  only  by  the  Optionee.   "Immediate   Family"  means  the  children,
grandchildren or spouse of the Optionee.

     12. Adjustments upon Changes in Capitalization.  In the event of any change
in the capital  structure of the Company,  including but not limited to a change
resulting  from  a  stock  dividend,   stock  split,   reorganization,   merger,
consolidation,  liquidation or any  combination  or exchange of shares,  and the
Company continues  thereafter as the surviving entity, then the number of shares
of Common  Stock  subject to this Plan and the number of such shares  subject to
each  option  granted  hereunder  shall  be  correspondingly   adjusted  by  the
Committee.  The option  price for which  shares of Common Stock may be purchased
pursuant  to an option  granted  under this Plan shall be adjusted so that there
will be no change in the aggregate  purchase  price payable upon the exercise of
any option.

     13.  Amendment and Termination of Plan. No option shall be granted pursuant
to this Plan after July 31, 2007, on which date this Plan shall expire except as
to options  then  outstanding  under this Plan,  which  options  shall remain in
effect until they have been exercised or have expired.  The Committee may at any
time before such date, amend, modify or terminate this Plan; provided,  however,
that any  amendment  to the Plan must be  approved  by the  stockholders  of the
Company if the amendment would (a) materially  increase the aggregate  number of
shares of Stock which may be issued  pursuant to options granted under the Plan,
(b) materially  modify the  requirements as to eligibility for  participation in
the Plan, or (c) materially increase the benefits accruing to holders of options
under the Plan.  No  amendment,  modification  or  termination  of this Plan may
adversely  affect the rights of any Optionee under any then  outstanding  option
granted hereunder without the consent of such Optionee.

     14. Grant of New Option and Repricing.  An option may be granted under this
Plan which may be  conditioned  upon the  termination of a  non-statutory  stock
option certificate or contract  previously granted to the Optionee which has not
yet been  terminated or been  exercised;  provided,  however,  (a) the price for
which shares of Common  Stock may be  purchased  under the new option may not be
less than the price of shares of Common  Stock  that were  subject  to  purchase
under the terminated  option unless the  shareholders of the Company approve the
issuance  at a lower  price,  and (b)  the  Committee  may  not,  without  prior
shareholder  approval,  re-price underwater stock options by either lowering the
exercise  price of  outstanding  options or  canceling  outstanding  options and
granting new replacement options with a lower exercise price.

     15. Change of Control.  If while  unexercised  options  remain  outstanding
under  this  Plan,  a Change of  Control  (as  hereinafter  defined)  shall have
occurred,  then all such options shall be exercisable  in full,  notwithstanding
Section 8(b) hereof or any other provision in this Plan or option certificate or
contract to the contrary. For purposes of this Plan, a "Change of Control" shall
be deemed to have occurred with respect to the Company: (A) on the date in which
the Company  executes an agreement or an agreement in principle (i) with respect
to any merger,  consolidation or other business  combination by the Company with
or into another entity and the

                                     - 20 -

<PAGE>




Company is not the surviving entity, or (ii) to sell or otherwise dispose of all
or substantially all of its assets, or (iii) to adopt a plan of liquidation;  or
(B) on the date in  which  public  announcement  is made  that  the  "beneficial
ownership"  (as  defined in Rule 13d-3  under the  Exchange  Act) of  securities
representing  more than 50% of the combined voting power of the Company is being
acquired by a "person"  within the  meaning of  sections  13(d) and 14(d) of the
Exchange Act; or (C) if, during any period of eighteen (18) consecutive  months,
individuals  who at the  beginning  of such period were  members of the Board of
Directors cease for any reason to constitute at least a majority thereof (unless
the  appointment  or election,  or the  nomination for election by the Company's
shareholders, of each new director was approved by a vote of at least a majority
of the  directors  then still in office who were  directors at the  beginning of
such  period);  provided,  however,  that  in no  event  shall a  change  in the
composition of the Company's Board of Directors pursuant to an election of Board
members pursuant to Section 4.6 of the Company's  Articles of Incorporation,  as
amended,  constitute  or result  in a Change of  Control  for  purposes  of this
Section 15.

     The Committee shall have the right,  at the time of grant or  subsequently,
in its sole discretion,  to establish conditions under which a specific employee
may cease to be a full-time  employee of the Company or any of its  subsidiaries
but not be deemed to have  terminated his or her employment  with the Company or
any of its subsidiaries for purposes of this Plan,  including but not limited to
conditions  involving  part-time  employment  or  consulting  services.   Unless
otherwise specifically provided for in an employee's stock option certificate or
contract or in an amendment or supplement thereto, an employee's employment with
the Company or any of its  subsidiaries  shall be deemed to terminate when he or
she ceases to be a full-time employee of the Company or any of its subsidiaries.

     In the event of a merger, consolidation, reorganization or recapitalization
of the Company,  the Committee  shall have the right to  accelerate  the vesting
schedule  with  respect  to all or any  portion  of the  shares of Common  Stock
granted to any or all of the employees  under this Plan, if and to the extent it
deems appropriate in its sole discretion.

     16. Restrictions  Applicable to Executive Officers.  The provisions of this
Section 16 shall apply only to those  executive  officers whose  compensation is
required  to be  reported  in the  Company's  proxy  statement  pursuant to Item
402(a)(3)(i) (or any successor  thereto) and of Regulation S-K (or any successor
thereto)  under  the  general  rules and  regulations  under  the  Exchange  Act
("Executive Officers"). In the event of any inconsistencies between this Section
16 and the other  provisions of this Plan, as they pertain  Executive  Officers,
the provisions of this Section shall control.

     No amendment of this Plan with respect to any Executive Officer may be made
which  would  (i)  increase  the  maximum  amount  that  can be  paid to any one
Executive  Officer  pursuant to this Plan or (ii) modify the  requirements as to
the Executive  Officer's  eligibility for participation in this Plan, unless the
Company's  shareholders  have first  approved  such  amendment in a manner which
would permit the deduction  under Section  162(m) (or any successor  thereto) of
the Code of such  payment in the fiscal  year it is paid.  The  Committee  shall
amend this  Section 16 and such other  provisions  as it deems  appropriate,  to
cause amounts payable to certain Executive  Officers to satisfy the requirements
of Section 162(m) (or any successor  thereto) and the Treasury  Regulations that
may be promulgated thereunder.

     The maximum  number of shares of Common Stock with respect to which options
may be granted  hereunder to any Executive  Officer during any calendar year may
not exceed two  hundred  and fifty  thousand  (250,000)  shares,  subject to any
adjustments made pursuant to the provisions of Section 12.





                                     - 21 -

<PAGE>




                                   EXHIBIT 5.1
                            OPINION OF LEGAL COUNSEL
November 2, 2001

CEC Entertainment, Inc.
4441 West Airport Freeway
Irving, Texas 75602

Gentlemen:

     CEC Entertainment,  Inc., a Kansas corporation (the "Company"),  intends to
file  with  the  Securities  and  Exchange   Commission  (the   "Commission")  a
registration  statement  (the  "Registration  Statement")  on Form S-8 under the
Securities  Act of 1933,  as amended (the  "Act").  The  Registration  Statement
covers 1,300,000  shares of common stock,  $.10 par value per share (the "Common
Stock"),  of the  Company,  and such  additional  shares of Common  Stock as may
become  issuable  pursuant  to the  anti-dilution  provisions  of the Plan (such
shares collectively referred to as the "Securities").  Such Securities are to be
issued  pursuant to the  Company's  1997  Non-Statutory  Stock Option  Plan,  as
amended (the "Plan").

     We have acted as counsel to the Company in connection  with the preparation
and filing of the  Registration  Statement.  In  rendering  this opinion we have
examined such corporate  records,  documents and  instruments of the Company and
such certificates of public officials,  have received such  representations from
officers of the  Company,  and have  reviewed  such  questions  of law as in our
judgment  are  necessary,  relevant  or  appropriate  to enable us to render the
opinion expressed below. In such examination, we have assumed the genuineness of
all  signatures,  the  authenticity  of all  corporate  records,  documents  and
instruments  submitted to us as originals,  the conformity to original documents
of all documents  submitted to us as conformed,  certified or photostatic copies
thereof, and the authenticity of the originals of such photostatic, certified or
conformed copies.

     Based upon such examination and review and upon  representations made to us
by  officers  of the  Company,  we are of the  opinion  that upon  issuance  and
delivery of the  Securities in accordance  with the terms and  conditions of the
Plan,  and  upon  receipt  by the  Company  of the  full  consideration  for the
Securities as determined  pursuant to the Plan, the  Securities  will be validly
issued, fully paid and nonassessable shares of Common Stock.

     Our opinion is limited in all respects to the  substantive law of the State
of Texas,  federal  law and our review of  relevant  provisions  of the  General
Corporation  Code of Kansas as set forth in the  unofficial  compilation of such
law  prepared  and  published  by  Aspen  Law and  Business  in  Volume 4 of its
Prentice-Hall Corporation State Statutes series.

     This firm  consents  to the  filing of this  opinion  as an  exhibit to the
Registration  Statement.  In giving such  consent,  we do not admit that we come
within the category of persons whose consent is required by Section 7 of the Act
or the rules and regulations of the Commission thereunder.

                                                Respectfully submitted,

                                                WINSTEAD SECHREST & MINICK P.C.


                                     - 22 -

<PAGE>



                                  EXHIBIT 23.2
                          INDEPENDENT AUDITORS' CONSENT

     We consent to the incorporation by reference in this Registration Statement
and in the Re-offer Prospectus, which is part of this Registration Statement, of
CEC  Entertainment,  Inc. on Form S-8 of our report  dated  February  16,  2001,
appearing in the Annual Report on Form 10-K of CEC  Entertainment,  Inc. for the
year ended  December 31, 2000.  We also consent to the reference to us under the
heading "Experts" in such Re-offer Prospectus.


DELOITTE & TOUCHE LLP

Dallas, Texas
November 2, 2001



                                     - 23 -

<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "s8employee.txt", "secsgml_size_bytes": 81295}]
{"company-data": {"conformed-name": "CEC ENTERTAINMENT INC", "cik": "0000813920", "assigned-sic": "5812", "irs-number": "480905805", "state-of-incorporation": "KS", "fiscal-year-end": "1230"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72878", "film-number": "1776584"}, "business-address": {"street1": "PO BOX 152077", "city": "IRVING", "state": "TX", "zip": "75015", "phone": "9722585403"}, "mail-address": {"street1": "PO BOX 152077", "city": "IRVING", "state": "TX", "zip": "75015"}, "former-company": {"former-conformed-name": "SHOWBIZ PIZZA TIME INC", "date-changed": "19920703"}}
As filed with the  Securities  and Exchange  Commission  on November 6, 2001.
                                                Registration No. 333____________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                            -------------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                            -------------------------
                             CEC ENTERTAINMENT, INC.
             (Exact name of registrant as specified in its charter)

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

 4441 West Airport Freeway                                     75062
      Irving, Texas                                        (Zip Code)
(Address of principal executive offices)

                             CEC ENTERTAINMENT, INC.
                      1997 NON-STATUTORY STOCK OPTION PLAN
                            (Full title of the plan)

                                Richard M. Frank
                Chairman of the Board and Chief Executive Officer
                             CEC Entertainment, Inc.
                            4441 West Airport Freeway
                               Irving, Texas 75602
                                 (972) 258-8507
 (Name, address and telephone number including area code, of agent for service)

                                 with a copy to:

                               Ted S. Schweinfurth
                         Winstead Sechrest & Minick P.C.
                             5400 Renaissance Tower
                                 1201 Elm Street
                               Dallas, Texas 75270
                            -------------------------

                         CALCULATION OF REGISTRATION FEE
Proposed maximum        Proposed maximum
Title of securities to be      Amount to be         offering price per      aggregate offering    Amount of registration
     registered (1)             registered              share (2)                price (2)                 fee
Common Stock,                1,300,000 shares               $39.01              $50,713,000             $12,679
par value $.10 per share
(1) Shares of common stock of CEC Entertainment, Inc. (the "Company"), par value
$.10 per share (the "Common Stock"),  being registered  hereby relate to the CEC
Entertainment,  Inc. 1997 Non-Statutory Stock Option Plan (the "Plan"). Pursuant
to Rule 416  promulgated  under the  Securities  Act of 1933,  as  amended  (the
"Securities  Act"),  there are also being  registered such additional  shares of
Common Stock as may become issuable pursuant to the anti-dilution  provisions of
the Plan.

(2)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant  to Rule 457(c) and (h)  promulgated  under the  Securities  Act on the
basis of the  average  of the high and low sale  prices of the  Common  Stock on
November 5, 2001, as reported on the New York Stock Exchange.

                                      - 1 -
INCORPORATION BY REFERENCE

     The  1,300,000  shares of Common  Stock being  registered  hereby  shall be
issued under the  Company's  1997  Non-Statutory  Stock  Option Plan,  which was
amended effective June 28, 2001, to, among other things,  increase the number of
shares of Common  Stock  available  for  issuance  under the Plan.  Pursuant  to
Instruction E of Form S-8, the contents of the Company's Registration Statements
on Form  S-8,  as  filed  with  the  Securities  and  Exchange  Commission  (the
"Commission")  on November 26, 1997,  Registration  No.  333-41039,  on July 23,
1999,  Registration  No.  333-8369  and on August  24,  2000,  Registration  No.
333-44434,  are incorporated by reference  herein.  Pursuant to Instruction C of
Form  S-8,  the  Company  is  including  a  Re-offer   Prospectus   within  this
registration statement.

                                      - 2 -
RE-OFFER PROSPECTUS

                             CEC ENTERTAINMENT, INC.

                                1,587,147 shares

                     Common Stock, $.10 par value per share

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

         This prospectus  relates to 1,587,147 shares of common stock,  $.10 par
value per share,  of CEC  Entertainment,  Inc. which may be offered from time to
time  by  the  selling  stockholders   identified  under  the  caption  "Selling
Stockholders"  in this  prospectus  for their own accounts.  Each of the selling
stockholders acquired or will acquire the shares of common stock covered by this
prospectus  pursuant to the CEC  Entertainment,  Inc. 1997  Non-Statutory  Stock
Option Plan.

         This  prospectus has been prepared for the purpose of  registering  the
shares of common stock under the  Securities Act to allow for future sale by the
selling  stockholders,  on a continuous or delayed basis,  to the public without
restriction. Each selling stockholder and any participating broker or dealer may
be deemed to be an  "underwriter"  within the meaning of the Securities  Act, in
which event any profit on the sale of shares by the selling  stockholder and any
commissions  or discounts  received by those brokers or dealers may be deemed to
be underwriting compensation under the Securities Act.

         Our  common  stock is traded on the New York Stock  Exchange  under the
symbol  "CEC." On November 5, 2001,  the last  reported sale price of our common
stock was $38.50 per share.

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

             THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
                 SECURITIES THAT HAVE BEEN REGISTERED UNDER THE
                             SECURITIES ACT OF 1933.

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

           YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON
                           PAGE 1 OF THIS PROSPECTUS.

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

     Neither the Securities and Exchange Commission nor any state securities
    commission has approved or disapproved the shares of common stock we are
           offering, or determined that this prospectus is truthful or
       complete. Any representation to the contrary is a criminal offense.

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

                The date of this prospectus is November 5, 2001.

                                      - 3 -
TABLE OF CONTENTS

                                                                           Page

CEC ENTERTAINMENT.............................................................5

RISK FACTORS..................................................................5

FORWARD-LOOKING STATEMENTS....................................................7

USE OF PROCEEDS...............................................................8

SELLING STOCKHOLDERS..........................................................8

PLAN OF DISTRIBUTION..........................................................8

LEGAL MATTERS.................................................................9

EXPERTS.......................................................................9

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE.............................9

WHERE YOU CAN FIND MORE INFORMATION..........................................10

                                      - 4 -
CEC ENTERTAINMENT

     CEC Entertainment, Inc. was incorporated in the State of Kansas in 1980 and
is engaged in the family  restaurant/entertainment  center business.  As of July
26, 2001, we operated 336 Chuck E.  Cheese's(R)restaurants,  and our franchisees
operated 54 restaurants.

     Chuck E.  Cheese's  restaurants  offer a  variety  of pizza,  a salad  bar,
sandwiches  and  desserts  and  feature  musical  and  comic   entertainment  by
life-size,  computer-controlled robotic characters, family-oriented games, rides
and arcade-style activities.  The restaurants are intended to appeal to families
with children between the ages of 2 and 12.

     To maintain a unique and exciting atmosphere in the restaurants, we believe
it is essential to reinvest  capital  through the evolution of our games,  rides
and entertainment packages and to continue enhancing our facilities. In 2000, we
initiated a Phase III upgrade  program  which  includes a new toddler play area,
skill games and rides, kiddie games and rides,  sky-tube  enhancements and prize
area enhancements with ticket counting machines. We completed Phase III upgrades
in  27  restaurants  in  2000  and  plan  to  complete  Phase  III  upgrades  in
approximately 100 restaurants in 2001.

     Our  principal  offices are located at 4441 West Airport  Freeway,  Irving,
Texas 75062 and our telephone number is (214) 258-8507.

                                  RISK FACTORS

     You should  carefully  consider the risks  described below before making an
investment  decision.  We believe  these are all the  material  risks  currently
facing our business. Our business,  financial condition or results of operations
could be materially  adversely affected by these risks. The trading price of our
common stock could  decline due to any of these  risks,  and you may lose all or
part of your investment. You should also refer to the other information included
or  incorporated  by  reference  in this  prospectus,  including  our  financial
statements and related notes.

We may not be able to implement successfully our growth strategy.

     Our continued growth depends,  to a significant  degree,  on our ability to
implement successfully its growth strategies.  Among such strategies, we plan to
continue to open new stores in selected markets.  The opening and success of new
Chuck E.  Cheese's  restaurant/entertainment  centers  will  depend  on  various
factors,  including the  availability  of suitable  sites,  the  negotiation  of
acceptable  lease terms for such  locations,  the  ability to meet  construction
schedules, the ability to manage such expansion and hire and train personnel, as
well  as  general  economic  and  business  conditions.   Our  ability  to  open
successfully  new stores will also depend upon the  availability  of  sufficient
funds for such purpose,  including  funds from  operations,  our existing credit
facility,  future debt  financing,  future  equity  offerings  or a  combination
thereof.  There can be no assurance  that we will be  successful  in opening and
operating the number of anticipated new stores on a timely or profitable  basis.
Our growth is also dependent on management's  ability to evolve  continually and
update our concept to  anticipate  and respond to  changing  customer  needs and
competitive  conditions.  There can be no assurance that management will be able
to anticipate  successfully changes in competitive  conditions or customer needs
or  that  the  market   will   accept   our   concepts.

The  success of the  restaurant/entertainment  industry is  dependent  upon many
factors, over which we have little or no control.

     The restaurant/entertainment industry is affected by national, regional and
local  economic   conditions,   demographic  trends  and  consumer  tastes.  The
performance of individual restaurants may be affected by factors such as traffic
patterns and the type, number and location of competing restaurants.  Dependence
on  frequent  deliveries  of fresh food  products  also  subjects  food  service
businesses  to the risk that  shortages  or  interruptions  in supply  caused by
adverse weather or other  conditions  could adversely  affect the  availability,
quality  and  cost of  ingredients.  In  addition,  factors  such as  inflation,
increased  food,  labor  and  employee  benefit  costs and the  availability  of
experienced  management  and  hourly  employees  may also  adversely  affect the
restaurant  industry  in  general  and our  restaurant/entertainment  centers in
particular.  The entertainment  industry is affected by many factors,  including
changes  in  customer  preferences  and  increases  in the  type and  number  of
entertainment offerings. Operating costs

                                      - 5 -
may  also  be  affected  by  further  increases  in  the  minimum  hourly  wage,
unemployment  tax rates,  sales taxes and similar  matters over which we have no
control.

We  may  not be  able  to  compete  successfully  with  our  competitors  in the
restaurant and entertainment center industries.

     We believe that our combined  restaurant/entertainment  center concept puts
us in a niche which combines  elements of both the restaurant and  entertainment
industries.  As a result,  we, to some  degree,  compete  with  entities in both
industries.  Although other restaurant  chains presently  utilize the concept of
combined   family   restaurant/entertainment   operations,   we  believe   these
competitors  operate primarily on a local or regional,  market- by-market basis.
Within  the  traditional   restaurant  sector,  we  compete  with  other  casual
restaurants  on a  nationwide  basis.  In addition to such  national  restaurant
chains and regional and local restaurant/family  entertainment  competitors,  we
compete  with other  concepts  that  target the same  consumer,  including  "fun
centers." Our high operating  leverage may make us  particularly  susceptible to
competition.  Such  competitive  market  conditions,  including the emergence of
significant new competition,  could adversely affect our ability to successfully
increase its results of operations.

Our business  depends on a limited number of key personnel,  and the loss of any
of these could materially and adversely affect our business.

     The  success of our  business  will  continue to be highly  dependent  upon
Richard M. Frank, our Chairman of the Board and Chief Executive Officer, Michael
H. Magusiak, our President, and other members of our senior management. Although
we have  entered  into  employment  agreements  with  each of Mr.  Frank and Mr.
Magusiak,  the loss of the services of either of such  individuals  could have a
material adverse effect upon our business and development. Our success will also
depend  upon our  ability to retain and attract  additional  skilled  management
personnel to our senior management team and at our operational  level. There can
be no assurances that we will be able to retain the services of Messrs. Frank or
Magusiak,  senior  members of our  management  team or the required  operational
support at the store level in the future.

Our success depends greatly upon the success of our franchise operations.

     Our  success  is  also  dependent,  to  some  degree,  upon  our  franchise
operations  and the manner in which our  franchisees  operate and develop  their
restaurant/entertainment  centers to promote  and  develop  our  concept and our
reputation for quality and value.  Currently,  14% our  restaurant/entertainment
centers are owned and operated by our franchisees.  Although we have established
criteria to evaluate  prospective  franchisees,  there can be no assurance  that
current or prospective franchisees will have the business abilities or access to
financial   resources    necessary   to   successfully    develop   or   operate
restaurant/entertainment centers in their franchise areas in a manner consistent
with our concepts and standards.

We may be subject to adverse effects from potential negative publicity.

     Our target  market of 2 to 12 year old  children  and  families  with small
children is potentially highly sensitive to adverse  publicity.  There can be no
assurance that we will not experience  negative publicity  regarding one or more
of our  restaurant/entertainment  centers.  The occurrence of negative publicity
regarding one or more of our locations could materially and adversely affect our
image  with  our  customers  and our  results  of  operations.

Our results of operations greatly fluctuate between quarters.

     We  have  experienced,  and  in  the  future  could  experience,  quarterly
variations  in revenues  as a result of a variety of factors,  many of which are
outside our control,  including the timing and number of new store openings, the
timing of capital investments in existing stores, unfavorable weather conditions
and natural disasters. We typically experience lower net sales in the second and
fourth  quarters  than in the first and third  quarters.  If revenues  are below
expectations  in any  given  quarter,  our  operating  results  would  likely be
materially adversely affected for that quarter.

                                      - 6 -
We and our franchisees  are subject to government  regulation and failure to, or
the  inability  to,  comply  with these  regulations  may  adversely  affect our
business.

     We and our franchisees are subject to various federal, state and local laws
and  regulations  affecting  operations,  including those relating to the use of
video and arcade games and rides,  the  preparation  and sale of food, and those
relating to building and zoning  requirements.  We and our  franchisees are also
subject to laws governing our  relationship  with employees,  including  minimum
wage  requirements,  overtime,  working and safety  conditions  and  citizenship
requirements.  In addition,  we are subject to  regulation  by the Federal Trade
Commission and must comply with certain state laws which govern the offer,  sale
and termination of franchises and the refusal to renew franchises.  Difficulties
or failures in obtaining  required licenses or other regulatory  approvals could
delay or prevent the opening of a new  restaurant/entertainment  center, and the
suspension  of, or  inability  to renew,  a license  or permit  could  interrupt
operations at an existing restaurant.

Our stock price is volatile.

     The stock price of our common  stock has been  volatile and can be expected
to be significantly affected by factors such as:

     o    quarterly variations in our results ofoperations;

     o    quarterly variations in our competitors' resultof operations;

     o    changes in earnings estimates or  buy/sellrecommendations by financial
          analysts;

     o    the stock price performance of comparablecompanies; and

     o    general market conditions or market  conditionsspecific  to particular
          industries.

                          FORWARD-LOOKING STATEMENTS

     The statements,  other than statements of historical facts included in this
prospectus, are forward-looking statements. Forward-looking statements generally
can be  identified  by the use of  forward-looking  terminology  such as  "may,"
"will," "expect,"  "intend,"  "estimate,"  "anticipate" or "believe." We believe
that the expectations reflected in such forward-looking statements are accurate.
However,  we cannot assure you that these  expectations  will occur.  Our actual
future  performance could differ materially from these statements.  Factors that
could cause or contribute to these differences include, but are not limited to,

     o    uncertainties regarding the ability to open newstores;

     o    our  ability  to  acquireadditional  rent-to-own  stores on  favorable
          terms;

     o    our ability to enhance the performance of these acquired stores;

     o    the results of our litigation;

     o    the  passage  of  legislation   adversely  affecting  the  rent-to-own
          industry;

     o    interest  rates;

     o    our  ability  to  collect on our  rental  purchase  agreements  at the
          current rate; and

     o    the other risks detailed from time to time in our SEC reports.

     Additional factors that could cause our actual results to differ materially
from our  expectations  are discussed under the section  entitled "Risk Factors"
and  elsewhere  in  this  prospectus.  You  should  not  unduly  rely  on  these
forward-looking statements,  which speak only as of the date of this prospectus.
Except as required by law, we

                                      - 7 -
are not  obligated to publicly  release any  revisions to these  forward-looking
statements to reflect events or  circumstances  occurring after the date of this
prospectus or to reflect the occurrence of unanticipated events.

                                 USE OF PROCEEDS

     We will not receive any of the  proceeds  from the sale of shares of common
stock by the selling stockholders.

                              SELLING STOCKHOLDERS

     The shares of our common stock to which this  prospectus  relates are being
registered for re-offers and resales by the selling  stockholders,  who acquired
or will  acquire  shares of common  stock  pursuant  to the  Plan.  The  selling
stockholders  may resell all, a portion or none of these  shares of common stock
from time to time.  The table  below  sets forth  with  respect to each  selling
stockholder,  based upon information available to us as of November 5, 2001, the
number of  shares  of common  stock  beneficially  owned,  the  number of shares
registered by this  prospectus and the number and percent of outstanding  shares
of common  stock  assuming  the sale of all of the  registered  shares of common
stock.

                    Number of Shares                         Number of Shares
                   Beneficially Owned                         Owned After the
                                        Number of Shares        Offering
Name                                       Registered       Number      Percent
-------------------------------------- ------------------- --------------------

Roger Cardinale          113,135             99,365         13,770        12.17
Rodney Carter            69,140              69,140              0         0.00
Gene Cramm               91,219              89,890          1,329         1.46
Mark Flores              82,669              82,669              0         0.00
Richard Frank            872,469             647,500       224,969        25.79
Richard Huston           173,980             144,392        29,588        17.00
Michael Magusiak         466,822             350,000       116,822        25.02
Thomas Oliver            104,191             104,191             0         0.00

------------------
* = less than one percent

     The  information  provided in the table  above with  respect to the selling
stockholders  has  been  obtained  from  the  selling  stockholders.  Except  as
otherwise disclosed above or in documents incorporated herein by reference,  the
selling  stockholders  have not within the past  three  years had any  position,
office or other material  relationship with us. Because the selling stockholders
may sell all or some portion of the shares of common stock beneficially owned by
them, only an estimate (assuming the selling stockholder sells all of the shares
offered  hereby) can be given as the number of shares that will be  beneficially
owned by the selling stockholders after this offering. In addition,  the selling
stockholders may have sold,  transferred or otherwise  disposed of, or may sell,
transfer  or  otherwise  dispose  of, at any time or from time to time since the
dates on which they  provided  the  information  regarding  the shares of common
stock  beneficially  owned by them in transactions  exempt from the registration
requirements of the Securities Act.

                              PLAN OF DISTRIBUTION

     Each  selling  stockholder  may sell his or her shares of common  stock for
value from time to time under this prospectus in one or more transactions on the
New York Stock Exchange, in negotiated  transactions or in a combination of such
methods of sale,  at market  prices  prevailing  at the time of sale,  at prices
related to such prevailing market prices or at prices otherwise negotiated.  The
selling  stockholders  may effect  such  transactions  by selling  the shares of
common stock to or through  broker-dealers,  and such broker-dealers may receive
compensation in the form of underwriting  discounts,  concessions or commissions
from the selling stockholders and/or the

                                      - 8 -
purchasers of the shares of common stock for whom such broker-dealers may act as
agent  (which   compensation  may  be  less  than  or  in  excess  of  customary
commissions).

     Each selling  stockholder and any  broker-dealers  that  participate in the
distribution of the shares of common stock may be deemed to be an  "underwriter"
within the meaning of Section 2(11) of the Securities  Act, and any  commissions
received  by them and any profit on the resale of the shares sold by them may be
deemed to be underwriting  discounts and  commissions  under the Securities Act.
All selling and other expenses incurred by the selling stockholders will be done
by the selling stockholders.

     In  addition  to the shares of commons  stock sold  hereunder,  the selling
stockholders,  may, at any same time, sell any shares of common stock, including
the  shares  of  common  stock  owned  by them  in  compliance  with  all of the
requirements of Rule 144,  regardless of whether such shares are covered by this
prospectus.

     There is no assurance  that the selling  stockholders  will sell all or any
portion of the shares of common stock  offered or that the selling  stockholders
will transfer, devise or gift these shares by other means.

     We will pay all  expenses in  connection  with this  offering  and will not
receive  any  proceeds  from sales of any shares of common  stock by the selling
stockholders.

                                  LEGAL MATTERS

     The  validity of the shares of common stock  offered  hereby will be passed
upon for us by Winstead Sechrest & Minick P.C.

                                     EXPERTS

     The consolidated financial statements of CEC Entertainment, Inc. and
its  subsidiaries  as of  December  31, 2000 and January 2, 2000 and the related
consolidated  statements  of earnings and  comprehensive  income,  stockholders'
equity and cash flows for each of the three years in the period  ended  December
31, 2000 are  incorporated  in this  prospectus by reference  from our Form 10-K
filed March 20, 2001. These financial statements have been audited by Deloitte &
Touche  LLP,  independent   auditors,  as  stated  in  their  report,  which  is
incorporated herein by reference, and have been so incorporated in reliance upon
the report of such firm given on their  authority as experts in  accounting  and
auditing.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     We will provide without charge, upon written or oral request, a copy of any
or  all  of  the  documents  which  are  incorporated  by  reference  into  this
prospectus.  You  should  contact  us at: CEC  Entertainment,  Inc.,  Attention:
Corporate Counsel,  4441 West Airport Freeway,  Irving,  Texas 75062,  telephone
number (214) 258-8507 should you desire any of these documents.

     The following documents, which we previously filed with the SEC pursuant to
Sections 13 or 15 of the Exchange Act, are  incorporated  by reference into this
prospectus:

     o    Our Annual  Report on Form 10-K for the twelve  months ended  December
          31, 2000;

     o    The portions of our proxy  statement for our 200 annual meeting of our
          stockholders  that have been incorporated by reference into our Annual
          Report; and

     o    Our Quarterly Reports on Form 10-Q for the thre months ended March 31,
          2001 and July 1, 2001.

In addition,  we  incorporate  by reference the  description of our common stock
contained  in our Form  8-A  (Registration  No.  001-13687)  filed  with the SEC
pursuant  to Section 12 of the  Exchange  Act,  as updated in any  amendment  or
report filed for such purpose.

     Finally,  we incorporate by reference in this prospectus all documents that
we may file under Sections  13(a),  13(c), 14 or 15(d) of the Exchange Act after
the date of this prospectus and before the filing of a post-effective

                                      - 9 -
amendment,  which indicates that all securities  offered have been sold or which
de-registers all securities then remaining unsold. Those documents are a part of
this prospectus from the date of filing. Any statement incorporated by reference
in this  prospectus  shall  be  modified  or  superseded  for  purposes  of this
prospectus  to the extent that a  statement  contained  herein,  or in any other
subsequently  filed  document which also is or is deemed to be  incorporated  by
reference herein,  modifies or supersedes that statement.  Any statement that is
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus.

                       WHERE YOU CAN FIND MORE INFORMATION

     We file annual,  quarterly and special reports,  proxy statements and other
information with the Securities and Exchange  Commission.  You may read and copy
any  reports,  statements  and other  information  we file at the  SEC's  public
reference rooms in Washington,  D.C., New York, New York, and Chicago, Illinois.
Please call  1-800-SEC-0330  for  further  information  on the public  reference
rooms.  Our filings are also  available to the public from  commercial  document
retrieval   services   and  at  the   web   site   maintained   by  the  SEC  at
http://www.sec.gov.

     We have filed a registration statement on Form S-8 to register with the SEC
the common stock we are offering under the Plan. This prospectus is part of that
registration  statement. As allowed by the SEC's rules, this prospectus does not
contain all of the information you can find in the registration statement or the
exhibits to the registration statement.

                                     - 10 -
EXHIBIT A

                             CEC ENTERTAINMENT, INC.
                      1997 NON-STATUTORY STOCK OPTION PLAN

         CEC ENTERTAINMENT, INC., a corporation organized and existing under the
laws of the state of Kansas (the "Company"),  hereby formulates and adopts, with
respect  to the  shares of  common  stock of the  Company  ("Common  Stock"),  a
non-statutory stock option plan for certain individuals who are key employees of
the Company or its subsidiaries, as follows:

         1. Purpose of Plan. The purpose of this 1997 Non-Statutory  Option Plan
(the  "Plan") is to  encourage  certain  individuals  who are key  employees  to
participate in the ownership of the Company, and to provide additional incentive
for such  individuals to promote the success of its business  through sharing in
the future growth of such business.

         2.  Effective  Date of the Plan.  The  provisions  of this Plan became
effective on August 1, 1997.

         3. Administration.  This Plan shall be administered by the Stock Option
Committee  of the Board of Directors  of the Company  (the  "Committee"),  which
shall  be  comprised  of two  (2) or more  directors,  each  of  whom  shall  be
"Non-Employee  Directors,"  as defined in Rule 16b-3(c),  promulgated  under the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  and who are
also "Outside  Directors," as defined in Section 162(m) of the Internal  Revenue
Code of 1986,  as  amended  from time to time  (the  "Code"),  and any  Treasury
Regulations  that may be promulgated  thereunder.  The Committee shall have full
power and authority to construe,  interpret and  administer  this Plan,  and may
from time to time adopt such rules and regulations for carrying out this Plan as
it may deem  proper and in the best  interests  of the  Company.  Subject to the
terms,  provisions  and  conditions of this Plan,  the Committee  shall have the
authority  to select  the  individuals  to whom  options  shall be  granted,  to
determine the number of shares subject to each option,  to determine the time or
times when options will be granted,  to determine the option price of the shares
subject to each option, to determine the time when each option may be exercised,
to fix such other  provisions of each option agreement as the Committee may deem
necessary or desirable, consistent with the terms of this Plan, and to determine
all  other  questions   relating  to  the   administration  of  this  Plan.  The
interpretation  and  construction  of this Plan by the Committee shall be final,
conclusive and binding upon all persons.

         4.  Eligibility.  Options to purchase  shares of Common  Stock shall be
granted under this Plan only to those individuals selected by the Committee from
time to time who, in the sole discretion of the Committee,  are key employees of
the  Company  or its  subsidiaries  at the time of the  grant  and who have made
material  contributions  in the  past,  or who are  expected  to  make  material
contributions in the future, to the successful performance of the Company or its
subsidiaries.

         5. Shares Subject to the Plan. Options granted under this Plan shall be
granted  solely  with  respect  to  shares  of  Common  Stock.  Subject  to  any
adjustments  made pursuant to the provisions of Section 12, the aggregate number
of shares of Common  Stock which may be issued upon  exercise of all the options
which may be granted under this Plan shall not exceed  4,387,500.  If any option
granted under this Plan shall expire or terminate for any reason  without having
been exercised in full, the unpurchased  shares subject to such options shall be
added to the  number of shares  otherwise  available  for  options  which may be
granted in  accordance  with the terms of this Plan.  The shares to be delivered
upon exercise of the options granted under this Plan shall be made available, at
the discretion of the Committee,  from either the authorized but unissued shares
of Common Stock or any treasury shares of Common Stock held by the Company.

         6. Option Certificate or Contract.  Each option granted under this Plan
shall be  evidenced  by either a  certificate  or a  non-statutory  stock option
contract  which  shall  be  signed  by an  officer  of the  Company,  and by the
individual  to whom the  option  is  granted  (the  "Optionee")  in the  event a
contract has been issued. The terms of said contract shall be in accordance with
the provisions of this Plan, but it may include such other  provisions as may be
approved  by the  Committee.  The grant of an option  under  this Plan  shall be
deemed to occur on the date on which the certificate or contract evidencing such
option is  executed by the  Company,  and every  Optionee  shall be bound by the
terms and restrictions of this Plan and such certificate or contract.

     7. Option Price. The price at which shares of Common Stock may be purchased
under an  option  granted  pursuant  to this  Plan  shall be  determined  by the
Committee, but in no event shall the price be less than 100

                                     - 11 -
percent  (100%)  of the fair  market  value of such  shares on the date that the
option is granted.  The fair market value of shares of Common Stock for purposes
of this Plan shall be determined by the Committee, in it sole discretion.

         8.       Period and Exercise of Option.

                  (a) Period -- Subject  to the  provisions  of Section 9 and 10
hereof with respect to the death or  termination  of  employment of an Optionee,
the period  during  which each option  granted  under this Plan may be exercised
shall be fixed by the  Committee  at the time such option is  granted,  provided
that such  period  shall  expire no later  than seven (7) years from the date on
which the option is granted (the "Grant Date").

                  (b)  Employment  -- The  option  may not be  exercised  to any
extent until the Optionee  has been  continuously,  for a period of at least one
(1) year after the Grant Date,  employed by the Company or a  subsidiary  of the
Company.

                  (c)  Exercise  -- Any  option  granted  under this Plan may be
exercised  by the Optionee  only by  delivering  to the  Company,  or its agent,
written or verbal notice,  as may be specified by the Company from time to time,
of the number of shares with respect to which he or she is exercising his or her
option  right,  paying in full the option  price of the  purchased  shares,  and
furnishing to the Company,  or its agent, a representation  in writing signed by
the  Optionee  that  he or she is  familiar  with  the  business  and  financial
condition of the Company,  is  purchasing  the shares of stock in good faith for
himself or herself for investment  purposes and not with a view towards the sale
or distribution  thereof,  and will not effect any sale in violation of any laws
or regulations of the United States or any state.  Subject to the limitations of
this  Plan  and  the  terms  and  conditions  of  the  respective  stock  option
certificate  or  contract,   each  option  granted  under  this  Plan  shall  be
exercisable  in whole or in part at such  time or  times  as the  Committee  may
specify in such stock option certificate or contract.

                  (d) Payment  for Shares -- Payment for shares of Common  Stock
purchased  pursuant to an option  granted  under this Plan may be made in either
cash or in shares of Common Stock.

                  (e) Delivery of Certificates  -- As soon as practicable  after
receipt by the Company of the notice and representation  described in Subsection
(c),  and of  payment in full of the  option  price for all of the shares  being
purchased  pursuant  to an option  granted  under this Plan,  a  certificate  or
certificates, or book entry with the Company's transfer agent, representing such
shares of stock shall be  registered  in the name of the  Optionee  and any such
certificate(s)  shall be delivered to the Optionee.  However,  no certificate or
book entry for  fractional  shares of stock  shall be issued or  recorded by the
Company  notwithstanding  any request  therefor.  Neither any Optionee,  nor the
legal representative, legatee or distributee of any Optionee, shall be deemed to
be a holder of any shares of stock subject to an option  granted under this Plan
unless  and  until the  certificate  or  certificates,  or book  entry  with the
Company's  transfer  agent,  for such  shares  have  been  issued  or  recorded,
respectively.  All stock  certificates  issued upon the  exercise of any options
granted  pursuant to this Plan may bear such legend as the Committee  shall deem
appropriate  regarding  restrictions  upon the  transfer  or sale of the  shares
evidenced thereby.

                  (f)  Withholding -- The Company shall have the right to deduct
any sums that the Committee reasonably  determines that Federal,  state or local
tax law requires to be withheld with respect to the exercise of any option or as
otherwise may be required by those laws.  The Company may require as a condition
to issuing  shares of Common Stock upon exercise of the option that the Optionee
or other person exercising the option pay any sums that Federal,  state or local
tax law required to be withheld with respect to the exercise.  The Company shall
not be  obligated  to advise any  Optionee  of the  existence  of the tax or the
amount which the Company will be so required to  withhold.  Upon  exercise of an
option, if tax withholding is required, an Optionee may, with the consent of the
Committee,  have shares of Common Stock withheld  ("Share  Withholding")  by the
Company from the shares otherwise to be received; provided, however, that if the
Optionee is subject to the  provisions  of Section 16 under the Exchange Act, no
Share Withholding  shall be permitted unless such transaction  complies with the
requirements of Rule 16b-3(e)  promulgated under the Exchange Act. The number of
shares so withheld  should have an aggregate fair market value (as determined in
accordance  with the terms of this Plan) on the date of exercise  sufficient  to
satisfy the applicable withholding taxes.

         9.  Termination  of  Employment.  If an  Optionee  shall cease to be an
employee of the Company or  subsidiary  of the Company for any reason other than
death after he or she shall have  served in such  capacity  continuously  for at
lease one (1) year from the Grant Date,  he or she may,  but only within  thirty
(30) days next  succeeding  such  cessation,  exercise  his or her option to the
extent that he or she was entitled to exercise it at the date

                                     - 12 -
of such  cessation.  Nothing  in this Plan or any stock  option  certificate  or
contract  shall be construed as an  obligation  on the part of the Company or of
any of its subsidiary corporations to continue the Optionee as an employee.

         10. Death of Optionee.  In the event of the death of an Optionee  while
serving  as an  employee  of  the  Company  or its  subsidiary,  any  option  or
unexercised  portion  thereof  granted to him under this Plan which is otherwise
exercisable  may be exercised  by the person or persons to whom such  Optionee's
rights under the option pass by operation of the Optionee's  will or the laws of
descent  and  distribution,  at any  time  within  a  period  of six (6)  months
following  the death of the Optionee  (even though such period is later than the
expiration date of the option as specified in Section 8(a) and in the respective
stock option  certificate or contract).  Such option shall be  exercisable  even
though the Optionee's death occurs before he or she has  continuously  served as
an employee of the Company or its  subsidiary for a period of one (1) year after
the date of grant.

         11.  Transferability of Options.  An option certificate or contract may
permit an  Optionee  to  transfer  his or her  options  to members of his or her
Immediate Family, to one or more trusts for the benefit of such Immediate Family
members,  or to one or more partnerships where such Immediate Family members are
the only partners if (i) the certificate or contract  setting forth such options
expressly  provides  that the  options  may be  transferred,  (ii) the  Optionee
obtains the prior written consent of the Committee for such transfer,  and (iii)
the Optionee does not receive any  consideration in any form whatsoever for said
transfer.  Any options so  transferred  shall continue to be subject to the same
terms and conditions in the hands of the  transferee as were  applicable to said
option  immediately  prior to the transfer  thereof.  Any option not (i) granted
pursuant to any certificate or contract  expressly allowing the transfer of said
option  or  (ii)  amended   expressly  to  permit  its  transfer  shall  not  be
transferable  by the Optionee  otherwise  than by will or by the laws of descent
and  distribution  and such option shall be  exercisable  during the  Optionee's
lifetime  only  by  the  Optionee.   "Immediate   Family"  means  the  children,
grandchildren or spouse of the Optionee.

         12.  Adjustments  upon Changes in  Capitalization.  In the event of any
change in the capital  structure of the Company,  including but not limited to a
change  resulting from a stock dividend,  stock split,  reorganization,  merger,
consolidation,  liquidation or any  combination  or exchange of shares,  and the
Company continues  thereafter as the surviving entity, then the number of shares
of Common  Stock  subject to this Plan and the number of such shares  subject to
each  option  granted  hereunder  shall  be  correspondingly   adjusted  by  the
Committee.  The option  price for which  shares of Common Stock may be purchased
pursuant  to an option  granted  under this Plan shall be adjusted so that there
will be no change in the aggregate  purchase  price payable upon the exercise of
any option.

         13.  Amendment  and  Termination  of Plan.  No option  shall be granted
pursuant to this Plan after July 31, 2007,  on which date this Plan shall expire
except as to options  then  outstanding  under this Plan,  which  options  shall
remain in effect until they have been  exercised or have expired.  The Committee
may at any time  before  such  date,  amend,  modify  or  terminate  this  Plan;
provided,  however,  that any  amendment  to the Plan  must be  approved  by the
stockholders of the Company if the amendment  would (a) materially  increase the
aggregate  number of shares of Stock  which may be issued  pursuant  to  options
granted under the Plan, (b) materially modify the requirements as to eligibility
for participation in the Plan, or (c) materially  increase the benefits accruing
to holders of options under the Plan. No amendment,  modification or termination
of this Plan may  adversely  affect  the rights of any  Optionee  under any then
outstanding option granted hereunder without the consent of such Optionee.

         14. Grant of New Option and  Repricing.  An option may be granted under
this Plan which may be conditioned upon the termination of a non-statutory stock
option certificate or contract  previously granted to the Optionee which has not
yet been  terminated or been  exercised;  provided,  however,  (a) the price for
which shares of Common  Stock may be  purchased  under the new option may not be
less than the price of shares of Common  Stock  that were  subject  to  purchase
under the terminated  option unless the  shareholders of the Company approve the
issuance  at a lower  price,  and (b)  the  Committee  may  not,  without  prior
shareholder  approval,  re-price underwater stock options by either lowering the
exercise  price of  outstanding  options or  canceling  outstanding  options and
granting new replacement options with a lower exercise price.

         15. Change of Control.  If while unexercised options remain outstanding
under  this  Plan,  a Change of  Control  (as  hereinafter  defined)  shall have
occurred,  then all such options shall be exercisable  in full,  notwithstanding
Section 8(b) hereof or any other provision in this Plan or option certificate or
contract to the contrary. For purposes of this Plan, a "Change of Control" shall
be deemed to have occurred with respect to the Company: (A) on the date in which
the Company  executes an agreement or an agreement in principle (i) with respect
to any merger,  consolidation or other business  combination by the Company with
or into another entity and the

                                     - 13 -
Company is not the surviving entity, or (ii) to sell or otherwise dispose of all
or substantially all of its assets, or (iii) to adopt a plan of liquidation;  or
(B) on the date in  which  public  announcement  is made  that  the  "beneficial
ownership"  (as  defined in Rule 13d-3  under the  Exchange  Act) of  securities
representing  more than 50% of the combined voting power of the Company is being
acquired by a "person"  within the  meaning of  sections  13(d) and 14(d) of the
Exchange Act; or (C) if, during any period of eighteen (18) consecutive  months,
individuals  who at the  beginning  of such period were  members of the Board of
Directors cease for any reason to constitute at least a majority thereof (unless
the  appointment  or election,  or the  nomination for election by the Company's
shareholders, of each new director was approved by a vote of at least a majority
of the  directors  then still in office who were  directors at the  beginning of
such  period);  provided,  however,  that  in no  event  shall a  change  in the
composition of the Company's Board of Directors pursuant to an election of Board
members pursuant to Section 4.6 of the Company's  Articles of Incorporation,  as
amended,  constitute  or result  in a Change of  Control  for  purposes  of this
Section 15.

         The  Committee   shall  have  the  right,  at  the  time  of  grant  or
subsequently,  in its sole  discretion,  to establish  conditions  under which a
specific employee may cease to be a full-time  employee of the Company or any of
its subsidiaries but not be deemed to have terminated his or her employment with
the Company or any of its subsidiaries for purposes of this Plan,  including but
not limited to conditions involving part-time employment or consulting services.
Unless  otherwise  specifically  provided  for  in an  employee's  stock  option
certificate or contract or in an amendment or supplement  thereto, an employee's
employment  with the  Company  or any of its  subsidiaries  shall be  deemed  to
terminate when he or she ceases to be a full-time employee of the Company or any
of its subsidiaries.

         In  the   event  of  a   merger,   consolidation,   reorganization   or
recapitalization  of  the  Company,  the  Committee  shall  have  the  right  to
accelerate the vesting schedule with respect to all or any portion of the shares
of Common Stock granted to any or all of the  employees  under this Plan, if and
to the extent it deems appropriate in its sole discretion.

         16. Restrictions  Applicable to Executive  Officers.  The provisions of
this Section 16 shall apply only to those executive  officers whose compensation
is required to be reported in the  Company's  proxy  statement  pursuant to Item
402(a)(3)(i) (or any successor  thereto) and of Regulation S-K (or any successor
thereto)  under  the  general  rules and  regulations  under  the  Exchange  Act
("Executive Officers"). In the event of any inconsistencies between this Section
16 and the other  provisions of this Plan, as they pertain  Executive  Officers,
the provisions of this Section shall control.

         No amendment of this Plan with respect to any Executive  Officer may be
made which would (i)  increase  the  maximum  amount that can be paid to any one
Executive  Officer  pursuant to this Plan or (ii) modify the  requirements as to
the Executive  Officer's  eligibility for participation in this Plan, unless the
Company's  shareholders  have first  approved  such  amendment in a manner which
would permit the deduction  under Section  162(m) (or any successor  thereto) of
the Code of such  payment in the fiscal  year it is paid.  The  Committee  shall
amend this  Section 16 and such other  provisions  as it deems  appropriate,  to
cause amounts payable to certain Executive  Officers to satisfy the requirements
of Section 162(m) (or any successor  thereto) and the Treasury  Regulations that
may be promulgated thereunder.

         The  maximum  number of shares of Common  Stock  with  respect to which
options may be granted  hereunder to any Executive  Officer  during any calendar
year may not exceed two hundred and fifty thousand (250,000) shares,  subject to
any adjustments made pursuant to the provisions of Section 12.

                                     - 14 -
Item 8.  Exhibits.

The following are filed as exhibits to this Registration Statement:

Exhibit No.                Description

 4.1      CEC Entertainment, Inc. 1997 Non-Statutory Stock Option.

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

5.1       Opinion of Winstead Sechrest & Minick P.C.*

23.1      Consent of Winstead Sechrest & Minick P.C. (included in Exhibit 5.1).*

23.2      Consent of Deloitte & Touche LLP.*

24.1      Power of Attorney  (included on the signature page of the Registration
          Statement).*

 ----------------
 * filed herewith

                                     - 15 -
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Irving, State of Texas, on October 31, 2001.

                             CEC ENTERTAINMENT, INC.

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

                                POWER OF ATTORNEY

         Each person whose signature appears below hereby authorizes  Richard M.
Frank  or  Michael  H.  Magusiak  to  file  one or  more  amendments  (including
post-effective  amendments) to this registration statement, which amendments may
make  such  changes  in this  registration  statement  as  each  of  them  deems
appropriate, and each such person hereby appoints Richard M. Frank or Michael H.
Magusiak as attorney-in-fact to execute in the name and on behalf of the Company
and any such person,  individually  and in each capacity stated below,  any such
amendments to this registration statement.

         Pursuant to the  requirements of the Securities Act, this  registration
statement has been signed by the following  persons in the capacities and on the
date indicated.

Signature                                Title                      Date

/s/ RICHARD M. FRANK              Chairman of the Board         October 31, 2001
--------------------              of Directors,Chief Executive
Richard M. Frank                  Officer and Director

/s/ MICHAEL H. MAGUSIAK           President and Director        October 31, 2001
------------------------
Michael H. Magusiak

/s/ RODNEY CARTER                 Executive Vice President,     October 31, 2001
-----------------                 Chief Financial
Rodney Carter                     Officer and Treasurer

/s/ RICHARD T. HUSTON             Director                      October 31, 2001
---------------------
Richard T. Huston

 /s/ TIM T. MORRIS                Director                      October 31, 2001
-----------------
Tim T. Morris

/s/ LOUIS P. NEEB                 Director                      October 31, 2001
-----------------
Louis P. Neeb

/s/ CYNTHIA I. PHARR              Director                      October 31, 2001
--------------------
Cynthia I. Pharr

 /s/ WALTER TYREE                 Director                      October 31, 2001
----------------
Walter Tyree

/s/ RAYMOND E. WOOLDRIDGE         Director                      October 31, 2001
-------------------------
Raymond E. Wooldridge

                                     - 16 -
EXHIBIT INDEX

Exhibit No.                Description

4.1       CEC Entertainment, Inc. 1997 Non-Statutory Stock Option Plan.*

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

5.1       Opinion of Winstead Sechrest & Minick P.C.*

23.1      Consent of Winstead Sechrest & Minick P.C. (included in Exhibit 5.1).*

23.2      Consent of Deloitte & Touche LLP.*

24.1      Power of Attorney  (included on the signature page of the Registration
          Statement).*

----------------
* filed herewith

                                     - 17 -
EXHIBIT 4.1
                             CEC ENTERTAINMENT, INC.
                      1997 NON-STATUTORY STOCK OPTION PLAN

         CEC ENTERTAINMENT, INC., a corporation organized and existing under the
laws of the state of Kansas (the "Company"),  hereby formulates and adopts, with
respect  to the  shares of  common  stock of the  Company  ("Common  Stock"),  a
non-statutory stock option plan for certain individuals who are key employees of
the Company or its subsidiaries, as follows:

     1. Purpose of Plan. The purpose of this 1997 Non-Statutory Option Plan (the
"Plan") is to encourage certain individuals who are key employees to participate
in the ownership of the Company,  and to provide  additional  incentive for such
individuals to promote the success of its business through sharing in the future
growth of such business.

     2. Effective Date of the Plan. The provisions of this Plan became effective
on August 1, 1997.

     3.  Administration.  This Plan shall be  administered  by the Stock  Option
Committee  of the Board of Directors  of the Company  (the  "Committee"),  which
shall  be  comprised  of two  (2) or more  directors,  each  of  whom  shall  be
"Non-Employee  Directors,"  as defined in Rule 16b-3(c),  promulgated  under the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  and who are
also "Outside  Directors," as defined in Section 162(m) of the Internal  Revenue
Code of 1986,  as  amended  from time to time  (the  "Code"),  and any  Treasury
Regulations  that may be promulgated  thereunder.  The Committee shall have full
power and authority to construe,  interpret and  administer  this Plan,  and may
from time to time adopt such rules and regulations for carrying out this Plan as
it may deem  proper and in the best  interests  of the  Company.  Subject to the
terms,  provisions  and  conditions of this Plan,  the Committee  shall have the
authority  to select  the  individuals  to whom  options  shall be  granted,  to
determine the number of shares subject to each option,  to determine the time or
times when options will be granted,  to determine the option price of the shares
subject to each option, to determine the time when each option may be exercised,
to fix such other  provisions of each option agreement as the Committee may deem
necessary or desirable, consistent with the terms of this Plan, and to determine
all  other  questions   relating  to  the   administration  of  this  Plan.  The
interpretation  and  construction  of this Plan by the Committee shall be final,
conclusive and binding upon all persons.

     4. Eligibility. Options to purchase shares of Common Stock shall be granted
under this Plan only to those individuals selected by the Committee from time to
time who, in the sole  discretion  of the  Committee,  are key  employees of the
Company or its  subsidiaries at the time of the grant and who have made material
contributions in the past, or who are expected to make material contributions in
the future, to the successful performance of the Company or its subsidiaries.

     5. Shares  Subject to the Plan.  Options  granted  under this Plan shall be
granted  solely  with  respect  to  shares  of  Common  Stock.  Subject  to  any
adjustments  made pursuant to the provisions of Section 12, the aggregate number
of shares of Common  Stock which may be issued upon  exercise of all the options
which may be granted under this Plan shall not exceed  4,387,500.  If any option
granted under this Plan shall expire or terminate for any reason  without having
been exercised in full, the unpurchased  shares subject to such options shall be
added to the  number of shares  otherwise  available  for  options  which may be
granted in  accordance  with the terms of this Plan.  The shares to be delivered
upon exercise of the options granted under this Plan shall be made available, at
the discretion of the Committee,  from either the authorized but unissued shares
of Common Stock or any treasury shares of Common Stock held by the Company.

     6. Option  Certificate  or Contract.  Each option  granted  under this Plan
shall be  evidenced  by either a  certificate  or a  non-statutory  stock option
contract  which  shall  be  signed  by an  officer  of the  Company,  and by the
individual  to whom the  option  is  granted  (the  "Optionee")  in the  event a
contract has been issued. The terms of said contract shall be in accordance with
the provisions of this Plan, but it may include such other  provisions as may be
approved  by the  Committee.  The grant of an option  under  this Plan  shall be
deemed to occur on the date on which the certificate or contract evidencing such
option is  executed by the  Company,  and every  Optionee  shall be bound by the
terms and restrictions of this Plan and such certificate or contract.

     7. Option Price. The price at which shares of Common Stock may be purchased
under an  option  granted  pursuant  to this  Plan  shall be  determined  by the
Committee, but in no event shall the price be less than 100

                                     - 18 -
percent  (100%)  of the fair  market  value of such  shares on the date that the
option is granted.  The fair market value of shares of Common Stock for purposes
of this Plan shall be determined by the Committee, in it sole discretion.

     8. Period and Exercise of Option.

     (a)  Period -- Subject to the  provisions  of Section 9 and 10 hereof  with
respect to the death or  termination  of employment  of an Optionee,  the period
during which each option granted under this Plan may be exercised shall be fixed
by the  Committee at the time such option is granted,  provided that such period
shall  expire no later than seven (7) years from the date on which the option is
granted (the "Grant Date").

     (b)  Employment  -- The option may not be exercised to any extent until the
Optionee has been continuously,  for a period of at least one (1) year after the
Grant Date, employed by the Company or a subsidiary of the Company.

     (c) Exercise -- Any option  granted under this Plan may be exercised by the
Optionee  only by  delivering  to the Company,  or its agent,  written or verbal
notice,  as may be specified by the Company from time to time,  of the number of
shares with respect to which he or she is  exercising  his or her option  right,
paying in full the option price of the purchased  shares,  and furnishing to the
Company,  or its agent, a representation  in writing signed by the Optionee that
he or she is familiar with the business and financial  condition of the Company,
is  purchasing  the  shares of stock in good faith for  himself  or herself  for
investment  purposes  and not  with a view  towards  the  sale  or  distribution
thereof, and will not effect any sale in violation of any laws or regulations of
the United States or any state.  Subject to the limitations of this Plan and the
terms and  conditions of the  respective  stock option  certificate or contract,
each option  granted under this Plan shall be exercisable in whole or in part at
such time or times as the Committee may specify in such stock option certificate
or contract.

     (d)  Payment  for Shares -- Payment  for shares of Common  Stock  purchased
pursuant to an option  granted  under this Plan may be made in either cash or in
shares of Common Stock.

     (e) Delivery of Certificates -- As soon as practicable after receipt by the
Company of the notice and  representation  described in  Subsection  (c), and of
payment  in full of the  option  price  for all of the  shares  being  purchased
pursuant to an option granted under this Plan, a certificate or certificates, or
book entry with the Company's transfer agent,  representing such shares of stock
shall be  registered  in the name of the  Optionee  and any such  certificate(s)
shall be delivered to the Optionee.  However,  no  certificate or book entry for
fractional  shares  of  stock  shall  be  issued  or  recorded  by  the  Company
notwithstanding  any  request  therefor.  Neither  any  Optionee,  nor the legal
representative,  legatee or distributee of any Optionee, shall be deemed to be a
holder of any  shares of stock  subject  to an option  granted  under  this Plan
unless  and  until the  certificate  or  certificates,  or book  entry  with the
Company's  transfer  agent,  for such  shares  have  been  issued  or  recorded,
respectively.  All stock  certificates  issued upon the  exercise of any options
granted  pursuant to this Plan may bear such legend as the Committee  shall deem
appropriate  regarding  restrictions  upon the  transfer  or sale of the  shares
evidenced thereby.

     (f) Withholding -- The Company shall have the right to deduct any sums that
the  Committee  reasonably  determines  that  Federal,  state or  local  tax law
requires  to be  withheld  with  respect  to the  exercise  of any  option or as
otherwise may be required by those laws.  The Company may require as a condition
to issuing  shares of Common Stock upon exercise of the option that the Optionee
or other person exercising the option pay any sums that Federal,  state or local
tax law required to be withheld with respect to the exercise.  The Company shall
not be  obligated  to advise any  Optionee  of the  existence  of the tax or the
amount which the Company will be so required to  withhold.  Upon  exercise of an
option, if tax withholding is required, an Optionee may, with the consent of the
Committee,  have shares of Common Stock withheld  ("Share  Withholding")  by the
Company from the shares otherwise to be received; provided, however, that if the
Optionee is subject to the  provisions  of Section 16 under the Exchange Act, no
Share Withholding  shall be permitted unless such transaction  complies with the
requirements of Rule 16b-3(e)  promulgated under the Exchange Act. The number of
shares so withheld  should have an aggregate fair market value (as determined in
accordance  with the terms of this Plan) on the date of exercise  sufficient  to
satisfy the applicable withholding taxes.

     9. Termination of Employment.  If an Optionee shall cease to be an employee
of the Company or  subsidiary  of the  Company  for any reason  other than death
after he or she shall have served in such capacity continuously for at lease one
(1) year from the Grant Date,  he or she may,  but only within  thirty (30) days
next succeeding such cessation, exercise his or her option to the extent that he
or she was entitled to exercise it at the date

                                     - 19 -
of such  cessation.  Nothing  in this Plan or any stock  option  certificate  or
contract  shall be construed as an  obligation  on the part of the Company or of
any of its subsidiary corporations to continue the Optionee as an employee.

     10.  Death of  Optionee.  In the  event of the death of an  Optionee  while
serving  as an  employee  of  the  Company  or its  subsidiary,  any  option  or
unexercised  portion  thereof  granted to him under this Plan which is otherwise
exercisable  may be exercised  by the person or persons to whom such  Optionee's
rights under the option pass by operation of the Optionee's  will or the laws of
descent  and  distribution,  at any  time  within  a  period  of six (6)  months
following  the death of the Optionee  (even though such period is later than the
expiration date of the option as specified in Section 8(a) and in the respective
stock option  certificate or contract).  Such option shall be  exercisable  even
though the Optionee's death occurs before he or she has  continuously  served as
an employee of the Company or its  subsidiary for a period of one (1) year after
the date of grant.

     11.  Transferability  of Options.  An option  certificate  or contract  may
permit an  Optionee  to  transfer  his or her  options  to members of his or her
Immediate Family, to one or more trusts for the benefit of such Immediate Family
members,  or to one or more partnerships where such Immediate Family members are
the only partners if (i) the certificate or contract  setting forth such options
expressly  provides  that the  options  may be  transferred,  (ii) the  Optionee
obtains the prior written consent of the Committee for such transfer,  and (iii)
the Optionee does not receive any  consideration in any form whatsoever for said
transfer.  Any options so  transferred  shall continue to be subject to the same
terms and conditions in the hands of the  transferee as were  applicable to said
option  immediately  prior to the transfer  thereof.  Any option not (i) granted
pursuant to any certificate or contract  expressly allowing the transfer of said
option  or  (ii)  amended   expressly  to  permit  its  transfer  shall  not  be
transferable  by the Optionee  otherwise  than by will or by the laws of descent
and  distribution  and such option shall be  exercisable  during the  Optionee's
lifetime  only  by  the  Optionee.   "Immediate   Family"  means  the  children,
grandchildren or spouse of the Optionee.

     12. Adjustments upon Changes in Capitalization.  In the event of any change
in the capital  structure of the Company,  including but not limited to a change
resulting  from  a  stock  dividend,   stock  split,   reorganization,   merger,
consolidation,  liquidation or any  combination  or exchange of shares,  and the
Company continues  thereafter as the surviving entity, then the number of shares
of Common  Stock  subject to this Plan and the number of such shares  subject to
each  option  granted  hereunder  shall  be  correspondingly   adjusted  by  the
Committee.  The option  price for which  shares of Common Stock may be purchased
pursuant  to an option  granted  under this Plan shall be adjusted so that there
will be no change in the aggregate  purchase  price payable upon the exercise of
any option.

     13.  Amendment and Termination of Plan. No option shall be granted pursuant
to this Plan after July 31, 2007, on which date this Plan shall expire except as
to options  then  outstanding  under this Plan,  which  options  shall remain in
effect until they have been exercised or have expired.  The Committee may at any
time before such date, amend, modify or terminate this Plan; provided,  however,
that any  amendment  to the Plan must be  approved  by the  stockholders  of the
Company if the amendment would (a) materially  increase the aggregate  number of
shares of Stock which may be issued  pursuant to options granted under the Plan,
(b) materially  modify the  requirements as to eligibility for  participation in
the Plan, or (c) materially increase the benefits accruing to holders of options
under the Plan.  No  amendment,  modification  or  termination  of this Plan may
adversely  affect the rights of any Optionee under any then  outstanding  option
granted hereunder without the consent of such Optionee.

     14. Grant of New Option and Repricing.  An option may be granted under this
Plan which may be  conditioned  upon the  termination of a  non-statutory  stock
option certificate or contract  previously granted to the Optionee which has not
yet been  terminated or been  exercised;  provided,  however,  (a) the price for
which shares of Common  Stock may be  purchased  under the new option may not be
less than the price of shares of Common  Stock  that were  subject  to  purchase
under the terminated  option unless the  shareholders of the Company approve the
issuance  at a lower  price,  and (b)  the  Committee  may  not,  without  prior
shareholder  approval,  re-price underwater stock options by either lowering the
exercise  price of  outstanding  options or  canceling  outstanding  options and
granting new replacement options with a lower exercise price.

     15. Change of Control.  If while  unexercised  options  remain  outstanding
under  this  Plan,  a Change of  Control  (as  hereinafter  defined)  shall have
occurred,  then all such options shall be exercisable  in full,  notwithstanding
Section 8(b) hereof or any other provision in this Plan or option certificate or
contract to the contrary. For purposes of this Plan, a "Change of Control" shall
be deemed to have occurred with respect to the Company: (A) on the date in which
the Company  executes an agreement or an agreement in principle (i) with respect
to any merger,  consolidation or other business  combination by the Company with
or into another entity and the

                                     - 20 -
Company is not the surviving entity, or (ii) to sell or otherwise dispose of all
or substantially all of its assets, or (iii) to adopt a plan of liquidation;  or
(B) on the date in  which  public  announcement  is made  that  the  "beneficial
ownership"  (as  defined in Rule 13d-3  under the  Exchange  Act) of  securities
representing  more than 50% of the combined voting power of the Company is being
acquired by a "person"  within the  meaning of  sections  13(d) and 14(d) of the
Exchange Act; or (C) if, during any period of eighteen (18) consecutive  months,
individuals  who at the  beginning  of such period were  members of the Board of
Directors cease for any reason to constitute at least a majority thereof (unless
the  appointment  or election,  or the  nomination for election by the Company's
shareholders, of each new director was approved by a vote of at least a majority
of the  directors  then still in office who were  directors at the  beginning of
such  period);  provided,  however,  that  in no  event  shall a  change  in the
composition of the Company's Board of Directors pursuant to an election of Board
members pursuant to Section 4.6 of the Company's  Articles of Incorporation,  as
amended,  constitute  or result  in a Change of  Control  for  purposes  of this
Section 15.

     The Committee shall have the right,  at the time of grant or  subsequently,
in its sole discretion,  to establish conditions under which a specific employee
may cease to be a full-time  employee of the Company or any of its  subsidiaries
but not be deemed to have  terminated his or her employment  with the Company or
any of its subsidiaries for purposes of this Plan,  including but not limited to
conditions  involving  part-time  employment  or  consulting  services.   Unless
otherwise specifically provided for in an employee's stock option certificate or
contract or in an amendment or supplement thereto, an employee's employment with
the Company or any of its  subsidiaries  shall be deemed to terminate when he or
she ceases to be a full-time employee of the Company or any of its subsidiaries.

     In the event of a merger, consolidation, reorganization or recapitalization
of the Company,  the Committee  shall have the right to  accelerate  the vesting
schedule  with  respect  to all or any  portion  of the  shares of Common  Stock
granted to any or all of the employees  under this Plan, if and to the extent it
deems appropriate in its sole discretion.

     16. Restrictions  Applicable to Executive Officers.  The provisions of this
Section 16 shall apply only to those  executive  officers whose  compensation is
required  to be  reported  in the  Company's  proxy  statement  pursuant to Item
402(a)(3)(i) (or any successor  thereto) and of Regulation S-K (or any successor
thereto)  under  the  general  rules and  regulations  under  the  Exchange  Act
("Executive Officers"). In the event of any inconsistencies between this Section
16 and the other  provisions of this Plan, as they pertain  Executive  Officers,
the provisions of this Section shall control.

     No amendment of this Plan with respect to any Executive Officer may be made
which  would  (i)  increase  the  maximum  amount  that  can be  paid to any one
Executive  Officer  pursuant to this Plan or (ii) modify the  requirements as to
the Executive  Officer's  eligibility for participation in this Plan, unless the
Company's  shareholders  have first  approved  such  amendment in a manner which
would permit the deduction  under Section  162(m) (or any successor  thereto) of
the Code of such  payment in the fiscal  year it is paid.  The  Committee  shall
amend this  Section 16 and such other  provisions  as it deems  appropriate,  to
cause amounts payable to certain Executive  Officers to satisfy the requirements
of Section 162(m) (or any successor  thereto) and the Treasury  Regulations that
may be promulgated thereunder.

     The maximum  number of shares of Common Stock with respect to which options
may be granted  hereunder to any Executive  Officer during any calendar year may
not exceed two  hundred  and fifty  thousand  (250,000)  shares,  subject to any
adjustments made pursuant to the provisions of Section 12.

                                     - 21 -
EXHIBIT 5.1
                            OPINION OF LEGAL COUNSEL
November 2, 2001

CEC Entertainment, Inc.
4441 West Airport Freeway
Irving, Texas 75602

Gentlemen:

     CEC Entertainment,  Inc., a Kansas corporation (the "Company"),  intends to
file  with  the  Securities  and  Exchange   Commission  (the   "Commission")  a
registration  statement  (the  "Registration  Statement")  on Form S-8 under the
Securities  Act of 1933,  as amended (the  "Act").  The  Registration  Statement
covers 1,300,000  shares of common stock,  $.10 par value per share (the "Common
Stock"),  of the  Company,  and such  additional  shares of Common  Stock as may
become  issuable  pursuant  to the  anti-dilution  provisions  of the Plan (such
shares collectively referred to as the "Securities").  Such Securities are to be
issued  pursuant to the  Company's  1997  Non-Statutory  Stock Option  Plan,  as
amended (the "Plan").

     We have acted as counsel to the Company in connection  with the preparation
and filing of the  Registration  Statement.  In  rendering  this opinion we have
examined such corporate  records,  documents and  instruments of the Company and
such certificates of public officials,  have received such  representations from
officers of the  Company,  and have  reviewed  such  questions  of law as in our
judgment  are  necessary,  relevant  or  appropriate  to enable us to render the
opinion expressed below. In such examination, we have assumed the genuineness of
all  signatures,  the  authenticity  of all  corporate  records,  documents  and
instruments  submitted to us as originals,  the conformity to original documents
of all documents  submitted to us as conformed,  certified or photostatic copies
thereof, and the authenticity of the originals of such photostatic, certified or
conformed copies.

     Based upon such examination and review and upon  representations made to us
by  officers  of the  Company,  we are of the  opinion  that upon  issuance  and
delivery of the  Securities in accordance  with the terms and  conditions of the
Plan,  and  upon  receipt  by the  Company  of the  full  consideration  for the
Securities as determined  pursuant to the Plan, the  Securities  will be validly
issued, fully paid and nonassessable shares of Common Stock.

     Our opinion is limited in all respects to the  substantive law of the State
of Texas,  federal  law and our review of  relevant  provisions  of the  General
Corporation  Code of Kansas as set forth in the  unofficial  compilation of such
law  prepared  and  published  by  Aspen  Law and  Business  in  Volume 4 of its
Prentice-Hall Corporation State Statutes series.

     This firm  consents  to the  filing of this  opinion  as an  exhibit to the
Registration  Statement.  In giving such  consent,  we do not admit that we come
within the category of persons whose consent is required by Section 7 of the Act
or the rules and regulations of the Commission thereunder.

                                                Respectfully submitted,

                                                WINSTEAD SECHREST & MINICK P.C.

                                     - 22 -
EXHIBIT 23.2
                          INDEPENDENT AUDITORS' CONSENT

     We consent to the incorporation by reference in this Registration Statement
and in the Re-offer Prospectus, which is part of this Registration Statement, of
CEC  Entertainment,  Inc. on Form S-8 of our report  dated  February  16,  2001,
appearing in the Annual Report on Form 10-K of CEC  Entertainment,  Inc. for the
year ended  December 31, 2000.  We also consent to the reference to us under the
heading "Experts" in such Re-offer Prospectus.

DELOITTE & TOUCHE LLP

Dallas, Texas
November 2, 2001

                                     - 23 -