As filed with the Securities and Exchange Commission on
  September 30, 1996
                           Registration No. 333-             
                                                             
  
              SECURITIES AND EXCHANGE COMMISSION
  
                    Washington, D.C. 20549
  
  
                           FORM S-8
  
   REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
  
                   SHOWBIZ PIZZA TIME, INC.
    (Exact name of registrant as specified in its charter)
  
  
                              Kansas
                   (State or other jurisdiction
                                  of
                          incorporation or
                            organization)
                              48-0905805
                            (I.R.S. Employer
                            Identification No.)
  
  
  
                      4441 West Airport Freeway
                            Irving, Texas
                       (Address of principal
                        executive offices)
                                75602
                             (Zip Code)
  
  
                   SHOWBIZ PIZZA TIME, INC.
           NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                   (Full title of the plan)
  
                       Richard M. Frank
      Chairman of the Board and Chief Executive Officer
                   ShowBiz Pizza Time, Inc.
                  4441 West Airport Freeway
                     Irving, Texas 75602
                        (214) 258-8507
            (Name, address, and telephone number,
          including area code, of agent for service)
  
                       with a copy to:
  
                        Alan G. Harvey
                       Baker & McKenzie
                 2001 Ross Avenue, Suite 4500
                     Dallas, Texas 75201
  
  
  
               CALCULATION OF REGISTRATION FEE
  
  Title of securities to be registered (1) / Common Stock,
  $.10 par value
  
  Amount to be registered    / 100,000 shares
  
  Proposed maximum offering price per share / $18.0625
  
  Proposed maximum aggregate offering price / $1,806,250.00
  
  Amount of registration fee / $623.00
  
  (1)   Shares of common stock of ShowBiz Pizza Time, Inc. (the
          "Company"), $.10 par value per share (the "Common
          Stock"), being registered hereby relate to the ShowBiz
          Pizza Time, Inc. Non-Employee Directors 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 September 27, 1996, as reported on the
          Nasdaq Stock Market.
  
  
  
                           PART II
  
            INFORMATION NOT REQUIRED IN PROSPECTUS
  
  Item 3.    Incorporation of Documents by Reference
  
   The documents listed in (a) through(c) below are hereby
  incorporated by reference into this Registration Statement. 
  All documents subsequently filed by the Company pursuant to
  Sections 13(a), 13(c), 14 or 15(d) of the Securities
  Exchange Act of 1934, as amended (the "Exchange Act"), prior
  to the filing of a post-effective amendment to the
  Registration Statement which indicates that all shares of
  Common Stock offered hereunder have been sold or which
  deregisters all shares then remaining unsold, shall be
  deemed to be incorporated herein by reference and to be a
  part hereof from the date of filing of such documents.  
  
  (a)   The Company's Annual Report on Form 10-K for the fiscal
  year ended December 29, 1995;
  
  (b)   The Company's Quarterly Report on Form 10-Q for the
  fiscal quarter ended March 31, 1996; and
  
  (c)   The description of the Common Stock contained in the
  Company's Form 10 filed on May 7, 1987 for registration of
  the Common Stock pursuant to Section 12(g) under the
  Exchange Act (Registration No. 0-15782), including any
  amendment or report filed for the purpose of updating such
  descriptions.
  
  Item 4.    Description of Securities
  
  Not Applicable.
  
  Item 5.    Interest of Named Experts and Counsel
  
  None.
  
  Item 6.  Indemnification of Directors and Officers.
  
  Article TENTH of the Restated Articles of Incorporation of
  the Company permits the Company to indemnify any director or
  officer of the Company, as follows:
  
        "The corporation may agree to the terms and conditions
     upon which any director, officer, employee or agent
     accepts his office or position and in its Bylaws, by
     contract or in any other manner may agree to indemnify
     and protect any director, officer, employee or agent of
     the corporation, or any person who serves at the request
     of the corporation as a director, officer, employee or
     agent of another corporation, partnership, joint venture,
     trust or other enterprise, to the extent permitted by the
     laws of the State of Kansas."
  
  Article FIFTEENTH of the Restated Articles of Incorporation
  of the Company limits the liability of directors to the
  Company and its stockholders, as follows:
  
        "No director shall be liable to the Corporation or its
     stockholders for monetary damages for breach of fiduciary
     duty as a director, provided that this Article shall not
     eliminate or limit the liability of a director (i) for
     any breach of the director's duty of loyalty to the
     Corporation or its stockholders, (ii) for acts or
     omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law, (iii) under the
     provisions of K.S.A. 17-6424 and amendments thereto or
     (iv) for any transaction from which the director derived
     an improper personal benefit."
  
  Section 6305 of the General Corporation Code of the State of
  Kansas provides as follows:
  
        "(a) A corporation shall have power to indemnify any
     person who was or is a party, or is threatened to be made
     a party, to any threatened, pending or completed action,
     suit or proceeding whether civil, criminal,
     administrative or investigative, other than an action by
     or in the right of the corporation, by reason of the fact
     that such person is or was a director, officer, employee
     or agent of the corporation, or is or was serving at the
     request of the corporation as a director, officer,
     employee or agent of another corporation, partnership,
     joint venture, trust or other enterprise, against
     expenses, judgments, fines and amounts paid in settlement
     actually and reasonably incurred by such person in
     connection with such action, suit or proceeding,
     including attorney fees, if such person acted in good
     faith and in a manner such person reasonably believed to
     be in or not opposed to the best interests of the
     corporation; and, with respect to any criminal action or
     proceeding, had no reasonable cause to believe such
     person's conduct was unlawful.  The termination of any
     action, suit or proceeding by judgment, order,
     settlement, conviction, or upon a plea of nolo contendere
     or its equivalent, shall not, of itself, create a
     presumption that the person did not act in good faith and
     in a manner which such person reasonably believed to be
     in or not opposed to the best interests of the
     corporation, and, with respect to any criminal action or
     proceeding, had reasonable cause to believe that such
     person's conduct was unlawful.
  
        "(b) A corporation shall have power to indemnify any
     person who was or is a party, or is threatened to be made
     a party, to any threatened, pending or completed action
     or suit by or in the right of the corporation to procure
     a judgment in its favor by reason of the fact that such
     person is or was a director, officer, employee or agent
     of the corporation, or is or was serving at the request
     of the corporation as a director, officer, employee or
     agent of another corporation, partnership, joint venture,
     trust or other enterprise against expenses actually and
     reasonably incurred by such person in connection with the
     defense or settlement of such action or suit, including
     attorney fees, if such person acted in good faith and in
     a manner such person reasonably believed to be in or not
     opposed to the best interests of the corporation and
     except that no indemnification shall be made in respect
     of any claim, issue or matter as to which such person
     shall have been adjudged to be liable to the corporation
     unless and only to the extent that the court in which
     such action or suit was brought shall determine upon
     application that, despite the adjudication of liability
     but in view of all the circumstances of the case, such
     person is fairly and reasonably entitled to indemnity for
     such expenses which the court shall deem proper.
  
        "(c) To the extent that a director, officer, employee
     or agent of a corporation has been successful on the
     merits or otherwise in defense of any action, suit or
     proceeding referred to in subsections (a) and (b), or in
     defense of any claim, issue or matter therein, such
     director, officer, employee or agent shall be indemnified
     against expenses actually and reasonably incurred by such
     person in connection therewith, including attorney fees.
  
        "(d) Any indemnification under subsections (a) and (b),
     unless ordered by a court, shall be made by the
     corporation only as authorized in the specific case upon
     a determination that indemnification of the director,
     officer, employee or agent is proper in the circumstances
     because such director, officer, employee or agent has met
     the applicable standard of conduct set forth in
     subsections (a) and (b).  Such determination shall be
     made (1) by the board of directors by a majority vote of
     a quorum consisting of directors who were not parties to
     such action, suit or proceeding, or (2) if such a quorum
     is not obtainable, or even if obtainable, a quorum of
     disinterested directors so directs, by independent legal
     counsel in a written opinion, or (3) by the stockholders.
  
        "(e) Expenses incurred by a director or officer in
     defending a civil or criminal action, suit or proceeding
     may be paid by the corporation in advance of the final
     disposition of such action, suit or proceeding upon
     receipt of an undertaking by or on behalf of the director
     or officer to repay such amount if it is ultimately
     determined that the director or officer is not entitled
     to be indemnified by the corporation as authorized in
     this section.  Such expenses incurred by other employees
     and agents may be so paid upon such terms and conditions,
     if any, as the board of directors deems appropriate.
  
        "(f) The indemnification and advancement of expenses
     provided by, or granted pursuant to, the other
     subsections of this section shall not be deemed exclusive
     of any other rights to which those seeking
     indemnification or advancement of expenses may be
     entitled under any bylaw, agreement, vote of stockholders
     or disinterested directors or otherwise, both as to
     action in a person's official capacity and as to action
     in another capacity while holding such office.
  
        "(g) A corporation shall have power to purchase and
     maintain insurance on behalf of any person who is or was
     a director, officer, employee or agent of the
     corporation, or is or was serving at the request of the
     corporation as a director, officer, employee or agent of
     another corporation, partnership, joint venture, trust or
     other enterprise against any liability asserted against
     such person and incurred by such person in any such
     capacity, or arising out of such person's status as such,
     whether or not the corporation would have the power to
     indemnify such person against such liability under the
     provisions of this section.
  
        "(h) For purposes of this section, references to "the
     corporation" shall include, in addition to the resulting
     corporation, any constituent corporation (including any
     constituent of a constituent) absorbed in a consolidation
     or merger which, if its separate existence had continued,
     would have had power and authority to indemnify its
     directors, officers, and employees or agents so that any
     person who is or was a director, officer, employee or
     agent of such constituent corporation, or is or was
     serving at the request of such constituent corporation as
     a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other
     enterprise, shall stand in the same position under this
     section with respect to the resulting or surviving
     corporation as such person would have with respect to
     such constituent corporation if its separate existence
     had continued.
  
        "(i) For purposes of this section, references to "other
     enterprises" shall include employee benefit plans;
     references to "fines" shall include any excise taxes
     assessed on a person with respect to an employee benefit
     plan; and references to "serving at the request of the
     corporation" shall include any service as a director,
     officer, employee or agent of the corporation which
     imposes duties on, or involves services by, such
     director, officer, employee, or agent with respect to an
     employee benefit plan, its participants, or
     beneficiaries; and a person who acted in good faith and
     in a manner such person reasonably believed to be in the
     interest of the participants and beneficiaries of an
     employee benefit plan shall be deemed to have acted in a
     manner "not opposed to the best interests of the
     corporation" as referred to in this section.
  
        "(j) The indemnification and advancement of expenses
     provided by, or granted pursuant to, this section shall,
     unless otherwise provided when authorized or ratified,
     continue as to a person who has ceased to be a director,
     officer, employee or agent and shall inure to the benefit
     of the heirs, executors and administrators of such a
     person."
  
  Section 24 of the Bylaws of the Company provides for
  indemnification of directors and officers under certain
  circumstances, as follows:
  
        "Each person who is or was a director or officer of the
     corporation or is or was serving at the request of the
     corporation as a director or officer of another
     corporation (including the heirs, executors,
     administrators and estate of such person) shall be
     indemnified by the corporation as of right to the full
     extent permitted or authorized by the laws of the State
     of Kansas, as now in effect and as hereafter amended,
     against any liability, judgment, fine, amount paid in
     settlement, cost and expense (including attorneys' fees)
     asserted or threatened against and incurred by such
     person in his capacity as or arising out of his status as
     a director or officer of the corporation or, if serving
     at the request of the corporation, as a director or
     officer of another corporation.  The indemnification
     provided by this bylaw provision shall not be exclusive
     of any other rights to which those indemnified may be
     entitled under any other bylaw or under any agreement,
     vote of stockholders or disinterested directors or
     otherwise, and shall not limit in any way any right which
     the corporation may have to make different or further
     indemnification with respect to the same or different
     persons or classes of persons.
  
        "No person shall be liable to the corporation for any
     loss, damage, liability or expense suffered by it on
     account of any action taken or omitted to be taken by him
     as a director or officer of the corporation or of any
     other corporation which he serves as a director or
     officer at the request of the corporation, if such person
     (i) exercised the same degree of care and skill as a
     prudent man would have exercised under the circumstances
     in the conduct of his own affairs, or (ii) took or
     omitted to take such action in reliance upon advice of
     counsel for the corporation, or for such other
     corporation, or upon statements made or information
     furnished by directors, officers, employees or agents of
     the corporation or of such other corporation which he had
     no reasonable grounds to disbelieve."
  
  Subsection 6002(b)(8) of the General Corporation Code of the
  State of Kansas provides as follows:
  
        "(b) In addition to the matters required to be set
     forth in the articles of incorporation by subsection (a),
     the articles of incorporation may also contain any or all
     of the following matters:
  
                            * * *
  
        "(8) A provision eliminating or limiting the personal
     liability of a director to the corporation or its
     stockholders, policyholders or members for monetary
     damages for breach of fiduciary duty as a director,
     provided that such provision shall not eliminate or limit
     the liability of a director (A) for any breach of the
     director's duty of loyalty to the corporation or its
     stockholders, policyholders or members (B) for acts or
     omissions not in good faith or which involve intentional
     misconduct or a knowing violation of the law, (C) under
     the provisions of K.S.A. 17-6424 and amendments thereto,
     or (D) for any transaction from which the director
     derived an improper personal benefit.  No such provision
     shall eliminate or limit the liability of a director for
     any act or omission occurring prior to the date when such
     provision becomes effective.  All references in this
     subsection to a director shall also be deemed to refer to
     a member of the governing body of a corporation which is
     not authorized to issue capital stock."
  
  The Company maintains policies of directors' and officers'
  liability.  In addition, it also has certain indemnification
  contracts with some of its officers and employees that are
  included in the licensing of Company stores to sell beer,
  wine and/or liquor, providing for rights of indemnification
  additional to those discussed above.
  
  The preceding discussion of the Company's Restated Articles
  of Incorporation and Bylaws and the Kansas General
  Corporation Code is not intended to be exhaustive and is
  qualified in its entirety by the Restated Articles of
  Incorporation and Bylaws and the Kansas General Corporation
  Code.
   
  
  Item 7.    Exemption from Registration Claimed.
  
  None.
  
  
  Item 8.  Exhibits.
  
  The following are filed as exhibits to this Registration
  Statement:
  
  
  Exhibit No.               Description
  -----------              ------------
  
   4              ShowBiz Pizza Time, Inc. Non-Employee
                    Directors Stock Option Plan*
  
   5              Opinion of Baker & McKenzie*
                  
  23.1            Consent of Baker & McKenzie (See Exhibit 5)*
  
  23.2            Consent of Deloitte & Touche LLP*
  
  24              Power of Attorney (included on the signature
                    page of the Registration Statement)*
  
  * filed herewith
  
  Item 9.  Undertakings.
  
  (a)   The undersigned Registrant hereby undertakes:
  
  (1)   To file, during any period in which offers or sales are
  being made, a post-effective amendment to this Registration
  Statement:
  
        (i)  To include any prospectus required by Section
     10(a)(3) of the Securities Act;
  
        (ii) To reflect in the prospectus any facts or events
     arising after the effective date of the Registration
     Statement (or the most recent post-effective amendment
     thereof) which, individually or in the aggregate, represent
     a fundamental change in the information set forth in the
     Registration Statement.  Notwithstanding the foregoing, any
     increase or decrease in volume of securities offered (if the
     total dollar value of securities offered would not exceed
     that which was registered) and any deviation from the low or
     high end of the estimated maximum offering range may be
     reflected in the form of prospectus filed with the
     Commission pursuant to Rule 424(b) if, in the aggregate, the
     changes in volume and price represent no more than a 20%
     change in the maximum aggregate offering price set forth in
     the "Calculation of Registration Fee" table in the effective
     Registration Statement;
  
        (iii)     To include any material information with
     respect to the Plan of Distribution not previously disclosed
     in the Registration Statement or any material change to such
     information in the Registration Statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
  not apply if the Registration Statement is on Form S-3 or Form
  S-8, and the information required to be included in a post-effective 
  amendment by those paragraphs is contained in
  periodic reports filed by the Registrant pursuant to Section
  13 or Section 15(d) of the Exchange Act that are incorporated
  by reference in the Registration Statement.
  
  (2)   That, for the purpose of determining any liability under
  the Securities Act, each such post-effective amendment shall
  be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
  (3)   To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain
  unsold at the termination of the offering.
  
  (b)   The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the Securities
  Act, each filing of the Registrant's annual report pursuant to
  Section 13(a) or Section 15(d) of the Exchange Act (and, where
  applicable, each filing of an employee benefit plan's annual
  report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the Registration Statement shall
  be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
  (c)   Insofar as indemnification for liabilities arising under
  the Securities Act may be permitted to directors, officers and
  controlling persons of the Registrant pursuant to the
  foregoing provisions, or otherwise, the Registrant has been
  advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the
  Securities Act and is, therefore, unenforceable.  In the event
  that a claim for indemnification against such liabilities
  (other than the payment by the Registrant of expenses incurred
  or paid by a director, officer or controlling person of the
  Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its
  counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question
  whether such indemnification by it is against public policy as
  expressed in the Securities Act and will be governed by the
  final adjudication of such issue.
  
  
  
                           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 September 27, 1996.
  
  
  
  SHOWBIZ PIZZA TIME, INC.
  
  
  
  
  
  
  
  By:                                                          
     Michael H. Magusiak
     President
  
  
  
                    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
  ---------                 ------                     ----
  
  Richard M. Frank     
                       Chairman of the Board of Directors,
                       Chief Executive Officer and Director
                       (Principal Executive Officer) 
                                                            September 27, 1996
  
  
  Michael H. Magusiak  
                       President and Director   
                                                            September 27, 1996
  
  
  Larry G. Page   
                       Executive Vice President, Chief
                       Financial Officer and Treasurer
                       (Principal Financial and Accounting
                        Officer) 
                                                            September 27, 1996
  
  Anthony J. Gumbiner  
                       Director  
                                                            September 27, 1996
  
  
  Brian M. Troup  
                       Director  
                                                            September 27, 1996
  
  J. Thomas Talbot     
                       Director  
                                                            September 27, 1996
  
  Charles A. Crocco, Jr.    
                       Director  
                                                            September 27, 1996
  
  Robert L. Lynch 
                       Director  
                                                            September 27, 1996
  
  Louis P. Neeb   
                       Director  
                                                            September 27, 1996
  
  Cynthia I. Pharr     
                       Director  
                                                            September 27, 1996
  
  
  
                           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 September 27, 1996.
  
  
  
  SHOWBIZ PIZZA TIME, INC.
   
  
  
  By:  /s/ MICHAEL H. MAGUSIAK                                 
     Michael H. Magusiak
     President
  
  
  
  
                       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                                         
  Richard M. Frank     
                  Chairman of the Board of Directors, Chief
                  Executive Officer and Director (Principal
                  Executive Officer)  
                                                            September 27, 1996
  
  /s/ MICHAEL H. MAGUSIAK                                      
  Michael H. Magusiak  
                  President and Director
                                                            September 27, 1996
  
  /s/ LARRY G. PAGE                                            
  Larry G. Page   
                  Executive Vice President, Chief Financial
                  Officer and Treasurer (Principal Financial
                  and Accounting Officer)  
                                                            September 27, 1996
  
  /s/ ANTHONY J. GUMBINER                                      
  Anthony J. Gumbiner  
                  Director  
                                                             September 27,1996
  
  
  /s/ BRIAN M. TROUP                                           
  Brian M. Troup  
                  Director  
                                                            September 27, 1996
  
  /s/ J. THOMAS TALBOT                                         
  J. Thomas Talbot     
                  Director  
                                                            September 27, 1996
  
  /s/ CHARLES A. CROCCO, JR.                                   
  Charles A. Crocco, Jr.    
                  Director  
                                                            September 27, 1996
  
  /s/ ROBERT L. LYNCH                                          
  Robert L. Lynch 
                  Director  
                                                            September 27, 1996
  
  /s/ LOUIS P. NEEB                                            
  Louis P. Neeb   
                  Director  
                                                            September 27, 1996
  
  /s/ CYNTHIA I. PHARR                                         
  Cynthia I. Pharr     
                  Director
                                                            September 27, 1996
  
  
                         EXHIBIT INDEX
  
  Exhibit No.                       Description                     Page
  ----------                        ------------                    ---- 
  
           4               ShowBiz Pizza Time, Inc. Non-Employee
                           Directors Stock Option Plan
  
           5               Opinion of Baker & McKenzie
  
          23.2        Consent of Deloitte & Touche LLP
 
  

  
                    SHOWBIZ PIZZA TIME, INC.
            NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
  
  
                           ARTICLE I
                   PURPOSE AND ADMINISTRATION
  
   1.1  Purpose.  The purpose of the ShowBiz Pizza Time,
  Inc. Non-Employee Directors Stock Option Plan (the "Plan") is
  to strengthen ShowBiz Pizza Time, Inc. (the "Company") by
  providing a means of retaining and attracting competent non-employee 
  personnel to serve on its board of directors by
  extending such individuals added long-term incentives for high
  levels of performance and for unusual efforts designed to
  improve the financial performance of the Company.  In order to
  effectuate this intent, the Company will, pursuant to this
  Plan, grant to each non-employee director the herein specified
  options to acquire shares of common stock of the Company
  ("Common Stock"), which options shall vest over a specified
  period of time.
  
   1.2  Administration.  The Plan shall be administered by a
  committee (the "Committee") which shall be comprised of the
  President of the Company and the Chief Financial Officer of
  the Company.
  
   Subject to the express provisions of the Plan, the
  Committee shall have powers and authorities which are
  exclusively ministerial in nature, including the authority to
  construe and interpret the Plan, to define the terms used in
  the Plan, to prescribe, amend and rescind rules and
  regulations relating to the administration of the Plan, and to
  make all other determinations necessary or advisable for the
  administration of the Plan.  The determinations of the
  Committee on all such matters referred to in this Plan shall
  be conclusive.  No member of the Committee shall be liable for
  any action, failure to act, determination or interpretation
  made in good faith with respect to the Plan or any transaction
  under the Plan.
  
   1.3  Participation.  Each member of the Board of
  Directors of the Company (the "Board") who is not employed by
  the Company or any Affiliate (collectively, the "Non-Employee
  Directors") shall be eligible and shall participate in the
  Plan.  For purposes of the Plan, the term "Affiliate" shall
  mean any entity in which the Company directly or through
  intervening subsidiaries owns twenty-five percent (25%) or
  more of the total combined vetoing power or value of all
  classes of stock or, in the case of an unincorporated entity,
  a twenty-five percent (25%) or more interest in the capital
  and profits.
  
   1.4  Stock Subject to the Plan.  Subject to adjustment as
  provided in Section 3.1 hereof, the stock to be offered under
  the Plan shall be treasury shares or shares of the Company's
  authorized but unissued Common Stock (hereinafter collectively
  called "Stock").  The aggregate number of shares of Stock to
  be issued upon exercise of all options granted under the Plan
  shall not exceed 100,000 shares, subject to adjustments as set
  forth in Section 3.1 hereof.  If any option granted hereunder
  shall lapse or terminate for any reason without having been
  fully exercised, the shares subject thereto shall again be
  available for purposes of the Plan.
  
  
   1.5  Restrictions on Exercise.  No option granted
  hereunder may be exercised until a registration statement
  under the Securities Act of 1933, as amended (the "Act"),
  relating to the Stock issuable upon exercise of such option
  has been filed with, and declared effective by, the Securities
  and Exchange Commission (the "Commission"), and there is
  available for delivery a prospectus meeting the requirements
  of Section 10  of the Act, or until the Committee has
  determined that the issuance of Stock upon such exercise is
  exempt from the registration and prospectus requirements of
  the Act.
  
  
                           ARTICLE II
                         STOCK OPTIONS
  
   2.1  Grant and Option Price.  (a)  On the effective date
  of this Plan, Anthony J. Gumbiner and Brian M. Troup shall
  each be granted an option to purchase 7,500 shares of Stock. 
  Thereafter, on the day a Non-Employee Director is first
  elected or appointed to the Board, such Non-Employee Director
  shall be granted an option to purchase 7,500 shares of Stock.
  
   (b)  On the fifth Business Day in January of the year
  following the effective date of the Plan, each Non-Employee
  Director who was previously elected to the Board and who
  continues to serve in such capacity at such time shall be
  granted an option to purchase 2,500 shares of Stock.  For
  purposes of the Plan, the term "Business Day" shall mean a day
  on which the Nasdaq National Market is open for business and
  is conducting normal trading activity.
  
   (c)  The purchase of the Stock covered by each option
  granted under the Plan shall be equal to the Fair Market Value
  of such Stock on the grant date.  For purposes of the Plan,
  the term "Fair Market Value" shall mean the average of the
  closing prices of the Common Stock as reported by the Nasdaq
  National Market for the five trading-day period ending on and
  including the date of grant.
  
   (d)  The total grant under both paragraphs (a) and (b)
  above shall be limited accordingly to the greatest number of
  whole shares of Stock which may thus be granted thereunder.
  
   2.2  Stock Option Agreement.  Each option granted
  pursuant to the Plan shall be evidenced by a Stock Option
  Agreement ("Option Agreement"), in such form as the Committee
  shall require, between the Company and the Non-Employee
  Director to whom the option has been granted (the "Optionee").
  
   2.3  Option Period.  Except as otherwise provided herein,
  each option and all rights or obligations thereunder shall
  expire on the fifth anniversary of the grant date (the
  "Expiration Date"), and shall be subject to earlier
  termination as hereinafter provided.
  
   2.4  Vesting and Exercise of Options.  (a)  Subject to
  Section 3.2 hereof, an option granted pursuant to Sections
  2.1(a) or (b) hereof shall be exercisable only to the extent
  of shares that have vested in accordance with the following
  schedule:
  
                         Portion of Shares that are Vested
  Annual Anniversary               On or After Such Anniversary
   of Date of Grant                and Before Next Anniversary
  ------------------             --------------------------------
  
      First                                      0% 
      Second                                    50% 
      Third                                    100%              
            
  
   (b)  The purchase price of the stock purchased upon
  exercise of an option shall be paid in full in cash or by
  check at the time of each exercise of an option; provided,
  however, that if the Option Agreement so provides and upon
  receipt of all regulatory approvals, the person exercising the
  option may deliver in payment of a portion or all of the
  purchase price certificates for Common Stock of the Company,
  which shall be valued at the Fair Market Value of such Stock
  on the date of exercise of the option.
  
   2.5  Non-Transferability of Options.  An option granted
  under the Plan shall, by its terms, be non-transferable by the
  Optionee other than by will or by the laws of descent and
  distribution or pursuant to a qualified domestics relations
  order.  During the Optionee's lifetime, the option shall be
  exercisable only by the Optionee or by the Optionee's duly
  appointed guardian or personal representative.
  
   2.6  Termination of Directorship.  (a)  If the
  directorship of the Optionee is terminated for any reason
  other than (i) death of the Optionee, or (ii) on account of
  any act of fraud or intentional misrepresentation or
  embezzlement, misappropriation or conversion of assets or
  opportunities of the Company or any Affiliate, an option (to
  the extent otherwise exercisable on the date of such
  termination) shall be exercisable by the Optionee at any time
  prior to the Expiration Date of the option or within thirty 
  (30) days after the date of such termination of the
  directorship, whichever is the shorter period.
  
   (b)  If  an Optionee dies while serving as a member of
  the Board, the option shall be exercisable (whether or not
  exercisable on the date of the death of such Optionee) by the
  person or persons entitled to do so under the Optionee's will,
  or, if the Optionee shall fail to make testamentary
  disposition of said option or shall die intestate, by the
  Optionee's legal representative or representatives, at any
  time prior to the Expiration Date of the option or within
  ninety (90) days after the date of such death, whichever is
  the shorter period.  If an Optionee dies during the thirty
  (30) day period described in subsection (a) above, the option
  shall be exercisable (but only to the extent exercisable on
  the date of death of such Optionee) by the person or persons
  described above at any time within the thirty (30) day period
  described in subsection (a) above or within ninety  (90) days
  after the date of such death, whichever is the longer period,
  but in no event after the Expiration Date of the option.
  
   (c)  The option of a Non-Employee Director shall
  automatically terminate as of the date his or her directorship
  is terminated, if the directorship is terminated on account of
  any act of (a) fraud or intentional misrepresentation, or (b)
  embezzlement, misappropriation or conversion of assets or
  opportunities of the Company or any Affiliate.
  
   2.7  Issuance of Stock Certificates.  Upon exercise of an
  option, but subject to the provisions of Section 3.5 of the
  Plan, the person exercising the option shall be entitled to
  one stock certificate evidencing the shares acquired upon such
  exercise; provided, however, that any person who tenders
  Common Stock in payment of a portion or all of the purchase
  price of Stock purchased upon exercise of the option shall be
  entitled to receive a separate certificate representing the
  number of shares purchased in consideration of the tender of
  such Common Stock.
  
  
                          ARTICLE III
                        OTHER PROVISIONS
  
   3.1  Adjustments Upon Changes in Capitalization.  (a)  If
  a dividend or stock split shall be hereinafter declared upon
  the Common Stock of the Company payable in shares of Common
  Stock of the Company, the number of shares of Common Stock
  then subject to any such option and the number of shares
  reserved for issuance pursuant to the Plan but not yet covered
  by an option shall be adjusted by adding to each such share
  the numbers of shares which would be distributable thereon if
  such share had been outstanding on the date fixed for
  determining the stockholders entitled to receive such stock
  dividend or stock split.
  
   (b)  If the outstanding shares of the Common Stock of the
  Company shall be changed into or exchanged for a different
  number or kind of shares of stock or other securities of the
  Company or of another corporation, whether through
  reorganization, recapitalization, stock split, combination of
  shares, merger or consolidation, and the Company continues
  thereafter as the surviving entity, then there shall be
  substituted for each share of Stock subject to any such option
  and for each share of Stock reserved for issuance pursuant to
  the Plan but not yet covered by an option, the number and kind
  of shares of stock or other securities into which each
  outstanding share of Common Stock shall be changed or for
  which each such share shall be exchanged.
  
   (c)  If there shall be any change, other than as
  specified above in subsection (a) and (b), in the number or
  kind or outstanding shares of Common Stock of the Company or
  of any stock or other securities into which Common Stock shall
  have been changed or for which it shall have been exchanged,
  then if the Committee shall in its sole discretion determine
  that such change equitably requires an adjustment in the
  number or kind of shares theretofore reserved for issuance
  pursuant to the Plan but not yet covered by an option and of
  the shares then subject to an option or options, such
  adjustment shall be made by the Committee and shall be
  effective and binding for all purposes of the Plan and of each
  Option Agreement.
  
   (d)  In the case of any such substitution  or adjustment
  as provided for in this Section 3.1, the option price in each
  Option Agreement for each share covered thereby prior to such
  substitution or adjustment will be the option price for all
  shares of stock or other securities which shall have been
  substituted for such share or to which such adjustment
  provided for in this Section 3.1 shall be made.  No adjustment
  or substitution provided for in this Section 3.1 shall require
  the Company pursuant to any Option Agreement to sell a
  fractional share, and the total substitution or adjustment
  with respect to each Option Agreement shall be limited
  accordingly.
  
   3.2  Continuation of Directorship.  Nothing contained in
  this Plan (nor in any option granted pursuant to this Plan)
  shall confer upon any Non-Employee Director any right to
  continue as a member of the Board or constitute any contract
  or agreement or interfere in any way with the right of the
  Company to remove such Non-Employee Director from the Board. 
  Nothing contained herein or in any Option Agreement shall
  affect any other contractual rights of a Non-Employee
  Director.
  
   3.25  Change of Control.  If while any unexercised
  options remain outstanding under the Plan, a Change of Control
  (as hereinafter defined) shall have occurred, then all such
  options shall be exercisable in full, notwithstanding Section
  2.4 hereof or any other provision in the Plan or Option
  Agreement to the contrary.  For purposes of the 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
  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 Securities
  Exchange Act of 1934, as amended (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
  stockholders, 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 3.25.
  
   3.3  Amendment and Termination.  The Board may at any
  time suspend or terminate the Plan.  No option may be granted
  during any suspension of the Plan or after such termination. 
  The amendment, suspension or termination of the Plan shall
  not, without the consent of the Optionee, alter or impair any
  rights or obligations under any option theretofore granted
  under the Plan.
  
   The Board may at any time amend the Plan as it shall deem
  advisable without further action on the part of the
  stockholders of the Company, provided, that the Board may not
  amend any provision of the Plan relating to the amount and
  price of Stock subject to the options granted hereunder or the
  timing of grants hereunder more than once every six months,
  other than to comport with changes in the Internal Revenue
  Code of 1986, as amended, the Employee Retirement Income
  Security Act, or the rules thereunder, and provided further,
  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.
  
   3.4  Time of Exercise.  An option shall be deemed to be
  exercised when the Secretary of the Company receives written
  notice of such exercise from the person entitled to exercise
  the option together with payment of the purchase price made in
  accordance with Section 2.4 of the Plan.
  
   3.5  Privileges of Stock Ownership and Non-Distributive
  Intent.  The holder of an option shall not be entitled to the
  privilege of stock ownership as to any shares of Stock not
  actually issued and delivered to the holder.  Subject to the
  provisions of Section 1.5 above, upon exercise of an option
  for Stock at a time when there is not in effect under the Act
  a registration statement relating to the Stock issuable upon
  exercise thereof or not available for delivery a prospectus
  meeting the requirements of Section 10 of the Act, the holder
  of the option shall execute a stock purchase agreement in
  which he shall represent and warrant in writing to the Company
  that, inter alia, the shares of Stock purchased are being
  acquired for investment and not with a view to the resale or
  distribution thereof.  No shares of Stock shall be issued upon
  the exercise of any option unless and until there shall have
  been compliance with any then applicable requirements of the
  Commission, other regulatory agencies having jurisdiction and
  any exchanges upon which securities subject to the option may
  be listed.
  
   3.6  Effective Date of the Plan.  The Plan shall be
  effective upon approval by the affirmative vote of the holders
  of a majority of the outstanding shares of Common Stock and
  the Company's outstanding shares of preferred stock, voting as
  one class, present and entitled to vote at a meeting duly held
  or by the written consent of the holders of a majority of the
  Common Stock and the Company's outstanding shares of preferred
  stock, voting as one class, entitled to vote.
  
   3.7  Expiration.  Unless previously terminated or
  extended by the Board, the Plan shall expire at the close of
  business on the date which is the last day of the five (5)
  year period beginning on the date on which the stockholders
  approve the Plan, and no option shall be granted under it
  thereafter, but such expiration shall not affect any option
  theretofore granted.
  
   3.8  Governing Law.  The Plan and the options issued
  hereunder shall be governed by, and construed and enforced in
  accordance with, the laws of the State of Texas applicable to
  contracts made and performed within that State.
  
   3.9  Applications of Funds.  The proceeds received by the
  Company from the sale of shares pursuant to options shall be
  used for general corporate purposes.
  
   3.10  No Liability for Good Faith Determinations. 
  Neither the members of the Board not any member of the
  Committee shall be liable for any act, omission or
  determination taken or made in good faith  with respect to the
  Plan or any option granted under it.
  
   3.11  Information Confidential.  As partial consideration
  for the granting of each option hereunder, the Optionee shall
  agree with the Company that he will keep confidential all
  information and knowledge which he has relating to the manner
  and amount of his participation in the Plan; provided,
  however, that such information may be given in confidence to
  the Optionee's spouse or to a financial institution to the
  extent that such information is necessary.
  
   3.12  Execution of Receipts and Releases.  Any payment or
  any issuance or transfer of shares of Stock to the Optionee,
  or to his legal representative, heir, legatee or distributee,
  in accordance with the provisions hereof, shall, to the extent
  thereof, be in full satisfaction of all claims of such persons
  hereunder.  The Board may required any Optionee, legal
  representative, heir, legatee or distributee, as a condition
  precedent to such payment, to execute a release and receipt
  therefor in such form as it shall determine.
  
   3.13  No Guarantee of Interests.  Neither the Board nor
  the Company guarantees the Stock from loss or depreciation.
  
   3.14  Payment of Expenses.  All expenses incident to the
  administration, termination or protection of the Plan,
  including, but not limited to, legal and accounting fees,
  shall be paid by the Company.
  
   3.15  Company Records.  Records of the Company and any
  Affiliate regarding the Optionee's period of service,
  termination of service and the reason therefor, leaves of
  absence, and other matters shall be conclusive for all
  purposes hereunder, unless determined by the Board to be
  incorrect.
  
   3.16  Information.  The Company and any Affiliate shall,
  upon request or as may be specifically required hereunder,
  furnish or cause to be furnished all of the information or
  documentation  which is necessary or required by the Committee
  to perform its duties and functions under the Plan.
  
   3.17  No Liability of Company.  The Company assumes no
  obligation or responsibility to the Optionee or his or her
  personal representatives, heirs, legatees or distributees for
  any act of, or failure to act on the part of , the Board or
  the Committee.
  
   3.18  Company Action.  Any action required of the Company
  shall be by resolution of the Board or by a person authorized
  to act by Board resolution.
  
   3.19  Severability.  If any provision of this Plan shall
  be held to be illegal or invalid for any reason, the
  illegality or invalidity shall not affect the remaining
  provisions hereof, but shall be fully severable and the Plan
  shall be construed and enforced as if the illegal or invalid
  provision had never been included herein.
  
   3.20  Notice.  Whenever any notice is required or
  permitted hereunder, such notice must be in writing and
  personally delivered or sent by mail.  Except as otherwise
  provided in Section 3.4 of this Plan, any notice required or
  permitted to be delivered hereunder shall be deemed to be
  delivered on the date on which it is personally delivered or,
  whether actually received or not, on the third (3rd) business
  day after it is deposited in the United States mail, certified
  or registered, postage prepaid, addressed to the person who is
  to receive it at the address which such person has theretofore
  specified by written notice delivered in accordance herewith. 
  The Company or an Optionee may change, at any time and from
  time to time, by written notice to the other, the address
  which it or he had theretofore specified for receiving notice. 
  Until it is changed in accordance herewith, the Company and
  each Optionee shall specify as its and his address for
  receiving notice the address set forth in the Option Agreement
  pertaining to the shares to which such notice relates.
  
   3.21  Waiver of Notices.  Any person entitled to notice
  hereunder may waive such notice.
  
   3.22  Successors.  The Plan shall be binding upon the
  Optionee, his or her heirs, legatees and legal
  representatives, upon the Company, its successors and assigns
  and upon the Board and its successors.
  
   3.23  Headings.  The titles and headings of sections and
  paragraphs are included for convenience of reference only and
  are not to be considered in construction of the provisions
  hereof.
  
   3.24  Word Usage.  Words used in the masculine shall
  apply to the feminine where applicable and, wherever the
  context of this Plan dictates, the plural shall be read as the
  singular and the singular as the plural.
  
  
  
  
                           EXHIBIT 5
  
                                
  
                    September 27, 1996
  
  
  
  ShowBiz Pizza Time, Inc.
  4441 West Airport Freeway
  Irving, Texas 75602
  
  Gentlemen:
  
   ShowBiz Pizza Time, 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 100,000 shares of common stock, $.01 par value per
  share ("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 Non-Employee Directors Stock
  Option Plan (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 Common Stock will be legally issued, fully paid and
  nonassessable shares of Common Stock.
  
   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,
  
                            /s/ BAKER & MCKENZIE
  
  
  
  
                        Exhibit 23.2
  
  
           CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
  


INDEPENDENT AUDITOR'S CONSENT
  

Board of Directors and Stockholders
ShowBiz Pizza Time, Inc.
Irving, Texas



We consent to the incorporation by reference in the Registration Statement on 
Form S-8, ShowBiz Pizza Time, Inc. Non-Employee Directors Stock Option Plan, 
of ShowBiz Pizza Time, Inc. of our report dated Februrary 23, 1996, appearing 
in the Annual Report on Form 10-K of ShowBiz Pizza Time, Inc. for the year 
ended December 29, 1995.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 59857}]
{"company-data": {"conformed-name": "SHOWBIZ PIZZA TIME INC", "cik": "0000813920", "assigned-sic": "5812", "irs-number": "480905805", "state-of-incorporation": "KS", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-13077", "film-number": "96637146"}, "business-address": {"street1": "PO BOX 152077", "street2": "4441 W AIRPORT FREEWAY", "city": "IRVING", "state": "TX", "zip": "75015", "phone": "2142588507"}, "mail-address": {"street1": "PO BOX 152077", "city": "IRVING", "state": "TX", "zip": "75015"}}
As filed with the Securities and Exchange Commission on
  September 30, 1996
                           Registration No. 333-             
                                                             
  
              SECURITIES AND EXCHANGE COMMISSION
  
                    Washington, D.C. 20549
  
  
                           FORM S-8
  
   REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
  
                   SHOWBIZ PIZZA TIME, INC.
    (Exact name of registrant as specified in its charter)
  
  
                              Kansas
                   (State or other jurisdiction
                                  of
                          incorporation or
                            organization)
                              48-0905805
                            (I.R.S. Employer
                            Identification No.)
  
  
  
                      4441 West Airport Freeway
                            Irving, Texas
                       (Address of principal
                        executive offices)
                                75602
                             (Zip Code)
  
  
                   SHOWBIZ PIZZA TIME, INC.
           NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
                   (Full title of the plan)
  
                       Richard M. Frank
      Chairman of the Board and Chief Executive Officer
                   ShowBiz Pizza Time, Inc.
                  4441 West Airport Freeway
                     Irving, Texas 75602
                        (214) 258-8507
            (Name, address, and telephone number,
          including area code, of agent for service)
  
                       with a copy to:
  
                        Alan G. Harvey
                       Baker & McKenzie
                 2001 Ross Avenue, Suite 4500
                     Dallas, Texas 75201
  
  
  
               CALCULATION OF REGISTRATION FEE
  
  Title of securities to be registered (1) / Common Stock,
  $.10 par value
  
  Amount to be registered    / 100,000 shares
  
  Proposed maximum offering price per share / $18.0625
  
  Proposed maximum aggregate offering price / $1,806,250.00
  
  Amount of registration fee / $623.00
  
  (1)   Shares of common stock of ShowBiz Pizza Time, Inc. (the
          "Company"), $.10 par value per share (the "Common
          Stock"), being registered hereby relate to the ShowBiz
          Pizza Time, Inc. Non-Employee Directors 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 September 27, 1996, as reported on the
          Nasdaq Stock Market.
  
  
  
                           PART II
  
            INFORMATION NOT REQUIRED IN PROSPECTUS
  
  Item 3.    Incorporation of Documents by Reference
  
   The documents listed in (a) through(c) below are hereby
  incorporated by reference into this Registration Statement. 
  All documents subsequently filed by the Company pursuant to
  Sections 13(a), 13(c), 14 or 15(d) of the Securities
  Exchange Act of 1934, as amended (the "Exchange Act"), prior
  to the filing of a post-effective amendment to the
  Registration Statement which indicates that all shares of
  Common Stock offered hereunder have been sold or which
  deregisters all shares then remaining unsold, shall be
  deemed to be incorporated herein by reference and to be a
  part hereof from the date of filing of such documents.  
  
  (a)   The Company's Annual Report on Form 10-K for the fiscal
  year ended December 29, 1995;
  
  (b)   The Company's Quarterly Report on Form 10-Q for the
  fiscal quarter ended March 31, 1996; and
  
  (c)   The description of the Common Stock contained in the
  Company's Form 10 filed on May 7, 1987 for registration of
  the Common Stock pursuant to Section 12(g) under the
  Exchange Act (Registration No. 0-15782), including any
  amendment or report filed for the purpose of updating such
  descriptions.
  
  Item 4.    Description of Securities
  
  Not Applicable.
  
  Item 5.    Interest of Named Experts and Counsel
  
  None.
  
  Item 6.  Indemnification of Directors and Officers.
  
  Article TENTH of the Restated Articles of Incorporation of
  the Company permits the Company to indemnify any director or
  officer of the Company, as follows:
  
        "The corporation may agree to the terms and conditions
     upon which any director, officer, employee or agent
     accepts his office or position and in its Bylaws, by
     contract or in any other manner may agree to indemnify
     and protect any director, officer, employee or agent of
     the corporation, or any person who serves at the request
     of the corporation as a director, officer, employee or
     agent of another corporation, partnership, joint venture,
     trust or other enterprise, to the extent permitted by the
     laws of the State of Kansas."
  
  Article FIFTEENTH of the Restated Articles of Incorporation
  of the Company limits the liability of directors to the
  Company and its stockholders, as follows:
  
        "No director shall be liable to the Corporation or its
     stockholders for monetary damages for breach of fiduciary
     duty as a director, provided that this Article shall not
     eliminate or limit the liability of a director (i) for
     any breach of the director's duty of loyalty to the
     Corporation or its stockholders, (ii) for acts or
     omissions not in good faith or which involve intentional
     misconduct or a knowing violation of law, (iii) under the
     provisions of K.S.A. 17-6424 and amendments thereto or
     (iv) for any transaction from which the director derived
     an improper personal benefit."
  
  Section 6305 of the General Corporation Code of the State of
  Kansas provides as follows:
  
        "(a) A corporation shall have power to indemnify any
     person who was or is a party, or is threatened to be made
     a party, to any threatened, pending or completed action,
     suit or proceeding whether civil, criminal,
     administrative or investigative, other than an action by
     or in the right of the corporation, by reason of the fact
     that such person is or was a director, officer, employee
     or agent of the corporation, or is or was serving at the
     request of the corporation as a director, officer,
     employee or agent of another corporation, partnership,
     joint venture, trust or other enterprise, against
     expenses, judgments, fines and amounts paid in settlement
     actually and reasonably incurred by such person in
     connection with such action, suit or proceeding,
     including attorney fees, if such person acted in good
     faith and in a manner such person reasonably believed to
     be in or not opposed to the best interests of the
     corporation; and, with respect to any criminal action or
     proceeding, had no reasonable cause to believe such
     person's conduct was unlawful.  The termination of any
     action, suit or proceeding by judgment, order,
     settlement, conviction, or upon a plea of nolo contendere
     or its equivalent, shall not, of itself, create a
     presumption that the person did not act in good faith and
     in a manner which such person reasonably believed to be
     in or not opposed to the best interests of the
     corporation, and, with respect to any criminal action or
     proceeding, had reasonable cause to believe that such
     person's conduct was unlawful.
  
        "(b) A corporation shall have power to indemnify any
     person who was or is a party, or is threatened to be made
     a party, to any threatened, pending or completed action
     or suit by or in the right of the corporation to procure
     a judgment in its favor by reason of the fact that such
     person is or was a director, officer, employee or agent
     of the corporation, or is or was serving at the request
     of the corporation as a director, officer, employee or
     agent of another corporation, partnership, joint venture,
     trust or other enterprise against expenses actually and
     reasonably incurred by such person in connection with the
     defense or settlement of such action or suit, including
     attorney fees, if such person acted in good faith and in
     a manner such person reasonably believed to be in or not
     opposed to the best interests of the corporation and
     except that no indemnification shall be made in respect
     of any claim, issue or matter as to which such person
     shall have been adjudged to be liable to the corporation
     unless and only to the extent that the court in which
     such action or suit was brought shall determine upon
     application that, despite the adjudication of liability
     but in view of all the circumstances of the case, such
     person is fairly and reasonably entitled to indemnity for
     such expenses which the court shall deem proper.
  
        "(c) To the extent that a director, officer, employee
     or agent of a corporation has been successful on the
     merits or otherwise in defense of any action, suit or
     proceeding referred to in subsections (a) and (b), or in
     defense of any claim, issue or matter therein, such
     director, officer, employee or agent shall be indemnified
     against expenses actually and reasonably incurred by such
     person in connection therewith, including attorney fees.
  
        "(d) Any indemnification under subsections (a) and (b),
     unless ordered by a court, shall be made by the
     corporation only as authorized in the specific case upon
     a determination that indemnification of the director,
     officer, employee or agent is proper in the circumstances
     because such director, officer, employee or agent has met
     the applicable standard of conduct set forth in
     subsections (a) and (b).  Such determination shall be
     made (1) by the board of directors by a majority vote of
     a quorum consisting of directors who were not parties to
     such action, suit or proceeding, or (2) if such a quorum
     is not obtainable, or even if obtainable, a quorum of
     disinterested directors so directs, by independent legal
     counsel in a written opinion, or (3) by the stockholders.
  
        "(e) Expenses incurred by a director or officer in
     defending a civil or criminal action, suit or proceeding
     may be paid by the corporation in advance of the final
     disposition of such action, suit or proceeding upon
     receipt of an undertaking by or on behalf of the director
     or officer to repay such amount if it is ultimately
     determined that the director or officer is not entitled
     to be indemnified by the corporation as authorized in
     this section.  Such expenses incurred by other employees
     and agents may be so paid upon such terms and conditions,
     if any, as the board of directors deems appropriate.
  
        "(f) The indemnification and advancement of expenses
     provided by, or granted pursuant to, the other
     subsections of this section shall not be deemed exclusive
     of any other rights to which those seeking
     indemnification or advancement of expenses may be
     entitled under any bylaw, agreement, vote of stockholders
     or disinterested directors or otherwise, both as to
     action in a person's official capacity and as to action
     in another capacity while holding such office.
  
        "(g) A corporation shall have power to purchase and
     maintain insurance on behalf of any person who is or was
     a director, officer, employee or agent of the
     corporation, or is or was serving at the request of the
     corporation as a director, officer, employee or agent of
     another corporation, partnership, joint venture, trust or
     other enterprise against any liability asserted against
     such person and incurred by such person in any such
     capacity, or arising out of such person's status as such,
     whether or not the corporation would have the power to
     indemnify such person against such liability under the
     provisions of this section.
  
        "(h) For purposes of this section, references to "the
     corporation" shall include, in addition to the resulting
     corporation, any constituent corporation (including any
     constituent of a constituent) absorbed in a consolidation
     or merger which, if its separate existence had continued,
     would have had power and authority to indemnify its
     directors, officers, and employees or agents so that any
     person who is or was a director, officer, employee or
     agent of such constituent corporation, or is or was
     serving at the request of such constituent corporation as
     a director, officer, employee or agent of another
     corporation, partnership, joint venture, trust or other
     enterprise, shall stand in the same position under this
     section with respect to the resulting or surviving
     corporation as such person would have with respect to
     such constituent corporation if its separate existence
     had continued.
  
        "(i) For purposes of this section, references to "other
     enterprises" shall include employee benefit plans;
     references to "fines" shall include any excise taxes
     assessed on a person with respect to an employee benefit
     plan; and references to "serving at the request of the
     corporation" shall include any service as a director,
     officer, employee or agent of the corporation which
     imposes duties on, or involves services by, such
     director, officer, employee, or agent with respect to an
     employee benefit plan, its participants, or
     beneficiaries; and a person who acted in good faith and
     in a manner such person reasonably believed to be in the
     interest of the participants and beneficiaries of an
     employee benefit plan shall be deemed to have acted in a
     manner "not opposed to the best interests of the
     corporation" as referred to in this section.
  
        "(j) The indemnification and advancement of expenses
     provided by, or granted pursuant to, this section shall,
     unless otherwise provided when authorized or ratified,
     continue as to a person who has ceased to be a director,
     officer, employee or agent and shall inure to the benefit
     of the heirs, executors and administrators of such a
     person."
  
  Section 24 of the Bylaws of the Company provides for
  indemnification of directors and officers under certain
  circumstances, as follows:
  
        "Each person who is or was a director or officer of the
     corporation or is or was serving at the request of the
     corporation as a director or officer of another
     corporation (including the heirs, executors,
     administrators and estate of such person) shall be
     indemnified by the corporation as of right to the full
     extent permitted or authorized by the laws of the State
     of Kansas, as now in effect and as hereafter amended,
     against any liability, judgment, fine, amount paid in
     settlement, cost and expense (including attorneys' fees)
     asserted or threatened against and incurred by such
     person in his capacity as or arising out of his status as
     a director or officer of the corporation or, if serving
     at the request of the corporation, as a director or
     officer of another corporation.  The indemnification
     provided by this bylaw provision shall not be exclusive
     of any other rights to which those indemnified may be
     entitled under any other bylaw or under any agreement,
     vote of stockholders or disinterested directors or
     otherwise, and shall not limit in any way any right which
     the corporation may have to make different or further
     indemnification with respect to the same or different
     persons or classes of persons.
  
        "No person shall be liable to the corporation for any
     loss, damage, liability or expense suffered by it on
     account of any action taken or omitted to be taken by him
     as a director or officer of the corporation or of any
     other corporation which he serves as a director or
     officer at the request of the corporation, if such person
     (i) exercised the same degree of care and skill as a
     prudent man would have exercised under the circumstances
     in the conduct of his own affairs, or (ii) took or
     omitted to take such action in reliance upon advice of
     counsel for the corporation, or for such other
     corporation, or upon statements made or information
     furnished by directors, officers, employees or agents of
     the corporation or of such other corporation which he had
     no reasonable grounds to disbelieve."
  
  Subsection 6002(b)(8) of the General Corporation Code of the
  State of Kansas provides as follows:
  
        "(b) In addition to the matters required to be set
     forth in the articles of incorporation by subsection (a),
     the articles of incorporation may also contain any or all
     of the following matters:
  
                            * * *
  
        "(8) A provision eliminating or limiting the personal
     liability of a director to the corporation or its
     stockholders, policyholders or members for monetary
     damages for breach of fiduciary duty as a director,
     provided that such provision shall not eliminate or limit
     the liability of a director (A) for any breach of the
     director's duty of loyalty to the corporation or its
     stockholders, policyholders or members (B) for acts or
     omissions not in good faith or which involve intentional
     misconduct or a knowing violation of the law, (C) under
     the provisions of K.S.A. 17-6424 and amendments thereto,
     or (D) for any transaction from which the director
     derived an improper personal benefit.  No such provision
     shall eliminate or limit the liability of a director for
     any act or omission occurring prior to the date when such
     provision becomes effective.  All references in this
     subsection to a director shall also be deemed to refer to
     a member of the governing body of a corporation which is
     not authorized to issue capital stock."
  
  The Company maintains policies of directors' and officers'
  liability.  In addition, it also has certain indemnification
  contracts with some of its officers and employees that are
  included in the licensing of Company stores to sell beer,
  wine and/or liquor, providing for rights of indemnification
  additional to those discussed above.
  
  The preceding discussion of the Company's Restated Articles
  of Incorporation and Bylaws and the Kansas General
  Corporation Code is not intended to be exhaustive and is
  qualified in its entirety by the Restated Articles of
  Incorporation and Bylaws and the Kansas General Corporation
  Code.
   
  
  Item 7.    Exemption from Registration Claimed.
  
  None.
  
  
  Item 8.  Exhibits.
  
  The following are filed as exhibits to this Registration
  Statement:
  
  
  Exhibit No.               Description
  -----------              ------------
  
   4              ShowBiz Pizza Time, Inc. Non-Employee
                    Directors Stock Option Plan*
  
   5              Opinion of Baker & McKenzie*
                  
  23.1            Consent of Baker & McKenzie (See Exhibit 5)*
  
  23.2            Consent of Deloitte & Touche LLP*
  
  24              Power of Attorney (included on the signature
                    page of the Registration Statement)*
  
  * filed herewith
  
  Item 9.  Undertakings.
  
  (a)   The undersigned Registrant hereby undertakes:
  
  (1)   To file, during any period in which offers or sales are
  being made, a post-effective amendment to this Registration
  Statement:
  
        (i)  To include any prospectus required by Section
     10(a)(3) of the Securities Act;
  
        (ii) To reflect in the prospectus any facts or events
     arising after the effective date of the Registration
     Statement (or the most recent post-effective amendment
     thereof) which, individually or in the aggregate, represent
     a fundamental change in the information set forth in the
     Registration Statement.  Notwithstanding the foregoing, any
     increase or decrease in volume of securities offered (if the
     total dollar value of securities offered would not exceed
     that which was registered) and any deviation from the low or
     high end of the estimated maximum offering range may be
     reflected in the form of prospectus filed with the
     Commission pursuant to Rule 424(b) if, in the aggregate, the
     changes in volume and price represent no more than a 20%
     change in the maximum aggregate offering price set forth in
     the "Calculation of Registration Fee" table in the effective
     Registration Statement;
  
        (iii)     To include any material information with
     respect to the Plan of Distribution not previously disclosed
     in the Registration Statement or any material change to such
     information in the Registration Statement;
  
  provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
  not apply if the Registration Statement is on Form S-3 or Form
  S-8, and the information required to be included in a post-effective 
  amendment by those paragraphs is contained in
  periodic reports filed by the Registrant pursuant to Section
  13 or Section 15(d) of the Exchange Act that are incorporated
  by reference in the Registration Statement.
  
  (2)   That, for the purpose of determining any liability under
  the Securities Act, each such post-effective amendment shall
  be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
  (3)   To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain
  unsold at the termination of the offering.
  
  (b)   The undersigned registrant hereby undertakes that, for
  purposes of determining any liability under the Securities
  Act, each filing of the Registrant's annual report pursuant to
  Section 13(a) or Section 15(d) of the Exchange Act (and, where
  applicable, each filing of an employee benefit plan's annual
  report pursuant to Section 15(d) of the Exchange Act) that is
  incorporated by reference in the Registration Statement shall
  be deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such
  securities at that time shall be deemed to be the initial bona
  fide offering thereof.
  
  (c)   Insofar as indemnification for liabilities arising under
  the Securities Act may be permitted to directors, officers and
  controlling persons of the Registrant pursuant to the
  foregoing provisions, or otherwise, the Registrant has been
  advised that in the opinion of the Commission such
  indemnification is against public policy as expressed in the
  Securities Act and is, therefore, unenforceable.  In the event
  that a claim for indemnification against such liabilities
  (other than the payment by the Registrant of expenses incurred
  or paid by a director, officer or controlling person of the
  Registrant in the successful defense of any action, suit or
  proceeding) is asserted by such director, officer or
  controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its
  counsel the matter has been settled by controlling precedent,
  submit to a court of appropriate jurisdiction the question
  whether such indemnification by it is against public policy as
  expressed in the Securities Act and will be governed by the
  final adjudication of such issue.
  
  
  
                           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 September 27, 1996.
  
  
  
  SHOWBIZ PIZZA TIME, INC.
  
  
  
  
  
  
  
  By:                                                          
     Michael H. Magusiak
     President
  
  
  
                    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
  ---------                 ------                     ----
  
  Richard M. Frank     
                       Chairman of the Board of Directors,
                       Chief Executive Officer and Director
                       (Principal Executive Officer) 
                                                            September 27, 1996
  
  
  Michael H. Magusiak  
                       President and Director   
                                                            September 27, 1996
  
  
  Larry G. Page   
                       Executive Vice President, Chief
                       Financial Officer and Treasurer
                       (Principal Financial and Accounting
                        Officer) 
                                                            September 27, 1996
  
  Anthony J. Gumbiner  
                       Director  
                                                            September 27, 1996
  
  
  Brian M. Troup  
                       Director  
                                                            September 27, 1996
  
  J. Thomas Talbot     
                       Director  
                                                            September 27, 1996
  
  Charles A. Crocco, Jr.    
                       Director  
                                                            September 27, 1996
  
  Robert L. Lynch 
                       Director  
                                                            September 27, 1996
  
  Louis P. Neeb   
                       Director  
                                                            September 27, 1996
  
  Cynthia I. Pharr     
                       Director  
                                                            September 27, 1996
  
  
  
                           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 September 27, 1996.
  
  
  
  SHOWBIZ PIZZA TIME, INC.
   
  
  
  By:  /s/ MICHAEL H. MAGUSIAK                                 
     Michael H. Magusiak
     President
  
  
  
  
                       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                                         
  Richard M. Frank     
                  Chairman of the Board of Directors, Chief
                  Executive Officer and Director (Principal
                  Executive Officer)  
                                                            September 27, 1996
  
  /s/ MICHAEL H. MAGUSIAK                                      
  Michael H. Magusiak  
                  President and Director
                                                            September 27, 1996
  
  /s/ LARRY G. PAGE                                            
  Larry G. Page   
                  Executive Vice President, Chief Financial
                  Officer and Treasurer (Principal Financial
                  and Accounting Officer)  
                                                            September 27, 1996
  
  /s/ ANTHONY J. GUMBINER                                      
  Anthony J. Gumbiner  
                  Director  
                                                             September 27,1996
  
  
  /s/ BRIAN M. TROUP                                           
  Brian M. Troup  
                  Director  
                                                            September 27, 1996
  
  /s/ J. THOMAS TALBOT                                         
  J. Thomas Talbot     
                  Director  
                                                            September 27, 1996
  
  /s/ CHARLES A. CROCCO, JR.                                   
  Charles A. Crocco, Jr.    
                  Director  
                                                            September 27, 1996
  
  /s/ ROBERT L. LYNCH                                          
  Robert L. Lynch 
                  Director  
                                                            September 27, 1996
  
  /s/ LOUIS P. NEEB                                            
  Louis P. Neeb   
                  Director  
                                                            September 27, 1996
  
  /s/ CYNTHIA I. PHARR                                         
  Cynthia I. Pharr     
                  Director
                                                            September 27, 1996
  
  
                         EXHIBIT INDEX
  
  Exhibit No.                       Description                     Page
  ----------                        ------------                    ---- 
  
           4               ShowBiz Pizza Time, Inc. Non-Employee
                           Directors Stock Option Plan
  
           5               Opinion of Baker & McKenzie
  
          23.2        Consent of Deloitte & Touche LLP
 
  

  
                    SHOWBIZ PIZZA TIME, INC.
            NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
  
  
                           ARTICLE I
                   PURPOSE AND ADMINISTRATION
  
   1.1  Purpose.  The purpose of the ShowBiz Pizza Time,
  Inc. Non-Employee Directors Stock Option Plan (the "Plan") is
  to strengthen ShowBiz Pizza Time, Inc. (the "Company") by
  providing a means of retaining and attracting competent non-employee 
  personnel to serve on its board of directors by
  extending such individuals added long-term incentives for high
  levels of performance and for unusual efforts designed to
  improve the financial performance of the Company.  In order to
  effectuate this intent, the Company will, pursuant to this
  Plan, grant to each non-employee director the herein specified
  options to acquire shares of common stock of the Company
  ("Common Stock"), which options shall vest over a specified
  period of time.
  
   1.2  Administration.  The Plan shall be administered by a
  committee (the "Committee") which shall be comprised of the
  President of the Company and the Chief Financial Officer of
  the Company.
  
   Subject to the express provisions of the Plan, the
  Committee shall have powers and authorities which are
  exclusively ministerial in nature, including the authority to
  construe and interpret the Plan, to define the terms used in
  the Plan, to prescribe, amend and rescind rules and
  regulations relating to the administration of the Plan, and to
  make all other determinations necessary or advisable for the
  administration of the Plan.  The determinations of the
  Committee on all such matters referred to in this Plan shall
  be conclusive.  No member of the Committee shall be liable for
  any action, failure to act, determination or interpretation
  made in good faith with respect to the Plan or any transaction
  under the Plan.
  
   1.3  Participation.  Each member of the Board of
  Directors of the Company (the "Board") who is not employed by
  the Company or any Affiliate (collectively, the "Non-Employee
  Directors") shall be eligible and shall participate in the
  Plan.  For purposes of the Plan, the term "Affiliate" shall
  mean any entity in which the Company directly or through
  intervening subsidiaries owns twenty-five percent (25%) or
  more of the total combined vetoing power or value of all
  classes of stock or, in the case of an unincorporated entity,
  a twenty-five percent (25%) or more interest in the capital
  and profits.
  
   1.4  Stock Subject to the Plan.  Subject to adjustment as
  provided in Section 3.1 hereof, the stock to be offered under
  the Plan shall be treasury shares or shares of the Company's
  authorized but unissued Common Stock (hereinafter collectively
  called "Stock").  The aggregate number of shares of Stock to
  be issued upon exercise of all options granted under the Plan
  shall not exceed 100,000 shares, subject to adjustments as set
  forth in Section 3.1 hereof.  If any option granted hereunder
  shall lapse or terminate for any reason without having been
  fully exercised, the shares subject thereto shall again be
  available for purposes of the Plan.
  
  
   1.5  Restrictions on Exercise.  No option granted
  hereunder may be exercised until a registration statement
  under the Securities Act of 1933, as amended (the "Act"),
  relating to the Stock issuable upon exercise of such option
  has been filed with, and declared effective by, the Securities
  and Exchange Commission (the "Commission"), and there is
  available for delivery a prospectus meeting the requirements
  of Section 10  of the Act, or until the Committee has
  determined that the issuance of Stock upon such exercise is
  exempt from the registration and prospectus requirements of
  the Act.
  
  
                           ARTICLE II
                         STOCK OPTIONS
  
   2.1  Grant and Option Price.  (a)  On the effective date
  of this Plan, Anthony J. Gumbiner and Brian M. Troup shall
  each be granted an option to purchase 7,500 shares of Stock. 
  Thereafter, on the day a Non-Employee Director is first
  elected or appointed to the Board, such Non-Employee Director
  shall be granted an option to purchase 7,500 shares of Stock.
  
   (b)  On the fifth Business Day in January of the year
  following the effective date of the Plan, each Non-Employee
  Director who was previously elected to the Board and who
  continues to serve in such capacity at such time shall be
  granted an option to purchase 2,500 shares of Stock.  For
  purposes of the Plan, the term "Business Day" shall mean a day
  on which the Nasdaq National Market is open for business and
  is conducting normal trading activity.
  
   (c)  The purchase of the Stock covered by each option
  granted under the Plan shall be equal to the Fair Market Value
  of such Stock on the grant date.  For purposes of the Plan,
  the term "Fair Market Value" shall mean the average of the
  closing prices of the Common Stock as reported by the Nasdaq
  National Market for the five trading-day period ending on and
  including the date of grant.
  
   (d)  The total grant under both paragraphs (a) and (b)
  above shall be limited accordingly to the greatest number of
  whole shares of Stock which may thus be granted thereunder.
  
   2.2  Stock Option Agreement.  Each option granted
  pursuant to the Plan shall be evidenced by a Stock Option
  Agreement ("Option Agreement"), in such form as the Committee
  shall require, between the Company and the Non-Employee
  Director to whom the option has been granted (the "Optionee").
  
   2.3  Option Period.  Except as otherwise provided herein,
  each option and all rights or obligations thereunder shall
  expire on the fifth anniversary of the grant date (the
  "Expiration Date"), and shall be subject to earlier
  termination as hereinafter provided.
  
   2.4  Vesting and Exercise of Options.  (a)  Subject to
  Section 3.2 hereof, an option granted pursuant to Sections
  2.1(a) or (b) hereof shall be exercisable only to the extent
  of shares that have vested in accordance with the following
  schedule:
  
                         Portion of Shares that are Vested
  Annual Anniversary               On or After Such Anniversary
   of Date of Grant                and Before Next Anniversary
  ------------------             --------------------------------
  
      First                                      0% 
      Second                                    50% 
      Third                                    100%              
            
  
   (b)  The purchase price of the stock purchased upon
  exercise of an option shall be paid in full in cash or by
  check at the time of each exercise of an option; provided,
  however, that if the Option Agreement so provides and upon
  receipt of all regulatory approvals, the person exercising the
  option may deliver in payment of a portion or all of the
  purchase price certificates for Common Stock of the Company,
  which shall be valued at the Fair Market Value of such Stock
  on the date of exercise of the option.
  
   2.5  Non-Transferability of Options.  An option granted
  under the Plan shall, by its terms, be non-transferable by the
  Optionee other than by will or by the laws of descent and
  distribution or pursuant to a qualified domestics relations
  order.  During the Optionee's lifetime, the option shall be
  exercisable only by the Optionee or by the Optionee's duly
  appointed guardian or personal representative.
  
   2.6  Termination of Directorship.  (a)  If the
  directorship of the Optionee is terminated for any reason
  other than (i) death of the Optionee, or (ii) on account of
  any act of fraud or intentional misrepresentation or
  embezzlement, misappropriation or conversion of assets or
  opportunities of the Company or any Affiliate, an option (to
  the extent otherwise exercisable on the date of such
  termination) shall be exercisable by the Optionee at any time
  prior to the Expiration Date of the option or within thirty 
  (30) days after the date of such termination of the
  directorship, whichever is the shorter period.
  
   (b)  If  an Optionee dies while serving as a member of
  the Board, the option shall be exercisable (whether or not
  exercisable on the date of the death of such Optionee) by the
  person or persons entitled to do so under the Optionee's will,
  or, if the Optionee shall fail to make testamentary
  disposition of said option or shall die intestate, by the
  Optionee's legal representative or representatives, at any
  time prior to the Expiration Date of the option or within
  ninety (90) days after the date of such death, whichever is
  the shorter period.  If an Optionee dies during the thirty
  (30) day period described in subsection (a) above, the option
  shall be exercisable (but only to the extent exercisable on
  the date of death of such Optionee) by the person or persons
  described above at any time within the thirty (30) day period
  described in subsection (a) above or within ninety  (90) days
  after the date of such death, whichever is the longer period,
  but in no event after the Expiration Date of the option.
  
   (c)  The option of a Non-Employee Director shall
  automatically terminate as of the date his or her directorship
  is terminated, if the directorship is terminated on account of
  any act of (a) fraud or intentional misrepresentation, or (b)
  embezzlement, misappropriation or conversion of assets or
  opportunities of the Company or any Affiliate.
  
   2.7  Issuance of Stock Certificates.  Upon exercise of an
  option, but subject to the provisions of Section 3.5 of the
  Plan, the person exercising the option shall be entitled to
  one stock certificate evidencing the shares acquired upon such
  exercise; provided, however, that any person who tenders
  Common Stock in payment of a portion or all of the purchase
  price of Stock purchased upon exercise of the option shall be
  entitled to receive a separate certificate representing the
  number of shares purchased in consideration of the tender of
  such Common Stock.
  
  
                          ARTICLE III
                        OTHER PROVISIONS
  
   3.1  Adjustments Upon Changes in Capitalization.  (a)  If
  a dividend or stock split shall be hereinafter declared upon
  the Common Stock of the Company payable in shares of Common
  Stock of the Company, the number of shares of Common Stock
  then subject to any such option and the number of shares
  reserved for issuance pursuant to the Plan but not yet covered
  by an option shall be adjusted by adding to each such share
  the numbers of shares which would be distributable thereon if
  such share had been outstanding on the date fixed for
  determining the stockholders entitled to receive such stock
  dividend or stock split.
  
   (b)  If the outstanding shares of the Common Stock of the
  Company shall be changed into or exchanged for a different
  number or kind of shares of stock or other securities of the
  Company or of another corporation, whether through
  reorganization, recapitalization, stock split, combination of
  shares, merger or consolidation, and the Company continues
  thereafter as the surviving entity, then there shall be
  substituted for each share of Stock subject to any such option
  and for each share of Stock reserved for issuance pursuant to
  the Plan but not yet covered by an option, the number and kind
  of shares of stock or other securities into which each
  outstanding share of Common Stock shall be changed or for
  which each such share shall be exchanged.
  
   (c)  If there shall be any change, other than as
  specified above in subsection (a) and (b), in the number or
  kind or outstanding shares of Common Stock of the Company or
  of any stock or other securities into which Common Stock shall
  have been changed or for which it shall have been exchanged,
  then if the Committee shall in its sole discretion determine
  that such change equitably requires an adjustment in the
  number or kind of shares theretofore reserved for issuance
  pursuant to the Plan but not yet covered by an option and of
  the shares then subject to an option or options, such
  adjustment shall be made by the Committee and shall be
  effective and binding for all purposes of the Plan and of each
  Option Agreement.
  
   (d)  In the case of any such substitution  or adjustment
  as provided for in this Section 3.1, the option price in each
  Option Agreement for each share covered thereby prior to such
  substitution or adjustment will be the option price for all
  shares of stock or other securities which shall have been
  substituted for such share or to which such adjustment
  provided for in this Section 3.1 shall be made.  No adjustment
  or substitution provided for in this Section 3.1 shall require
  the Company pursuant to any Option Agreement to sell a
  fractional share, and the total substitution or adjustment
  with respect to each Option Agreement shall be limited
  accordingly.
  
   3.2  Continuation of Directorship.  Nothing contained in
  this Plan (nor in any option granted pursuant to this Plan)
  shall confer upon any Non-Employee Director any right to
  continue as a member of the Board or constitute any contract
  or agreement or interfere in any way with the right of the
  Company to remove such Non-Employee Director from the Board. 
  Nothing contained herein or in any Option Agreement shall
  affect any other contractual rights of a Non-Employee
  Director.
  
   3.25  Change of Control.  If while any unexercised
  options remain outstanding under the Plan, a Change of Control
  (as hereinafter defined) shall have occurred, then all such
  options shall be exercisable in full, notwithstanding Section
  2.4 hereof or any other provision in the Plan or Option
  Agreement to the contrary.  For purposes of the 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
  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 Securities
  Exchange Act of 1934, as amended (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
  stockholders, 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 3.25.
  
   3.3  Amendment and Termination.  The Board may at any
  time suspend or terminate the Plan.  No option may be granted
  during any suspension of the Plan or after such termination. 
  The amendment, suspension or termination of the Plan shall
  not, without the consent of the Optionee, alter or impair any
  rights or obligations under any option theretofore granted
  under the Plan.
  
   The Board may at any time amend the Plan as it shall deem
  advisable without further action on the part of the
  stockholders of the Company, provided, that the Board may not
  amend any provision of the Plan relating to the amount and
  price of Stock subject to the options granted hereunder or the
  timing of grants hereunder more than once every six months,
  other than to comport with changes in the Internal Revenue
  Code of 1986, as amended, the Employee Retirement Income
  Security Act, or the rules thereunder, and provided further,
  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.
  
   3.4  Time of Exercise.  An option shall be deemed to be
  exercised when the Secretary of the Company receives written
  notice of such exercise from the person entitled to exercise
  the option together with payment of the purchase price made in
  accordance with Section 2.4 of the Plan.
  
   3.5  Privileges of Stock Ownership and Non-Distributive
  Intent.  The holder of an option shall not be entitled to the
  privilege of stock ownership as to any shares of Stock not
  actually issued and delivered to the holder.  Subject to the
  provisions of Section 1.5 above, upon exercise of an option
  for Stock at a time when there is not in effect under the Act
  a registration statement relating to the Stock issuable upon
  exercise thereof or not available for delivery a prospectus
  meeting the requirements of Section 10 of the Act, the holder
  of the option shall execute a stock purchase agreement in
  which he shall represent and warrant in writing to the Company
  that, inter alia, the shares of Stock purchased are being
  acquired for investment and not with a view to the resale or
  distribution thereof.  No shares of Stock shall be issued upon
  the exercise of any option unless and until there shall have
  been compliance with any then applicable requirements of the
  Commission, other regulatory agencies having jurisdiction and
  any exchanges upon which securities subject to the option may
  be listed.
  
   3.6  Effective Date of the Plan.  The Plan shall be
  effective upon approval by the affirmative vote of the holders
  of a majority of the outstanding shares of Common Stock and
  the Company's outstanding shares of preferred stock, voting as
  one class, present and entitled to vote at a meeting duly held
  or by the written consent of the holders of a majority of the
  Common Stock and the Company's outstanding shares of preferred
  stock, voting as one class, entitled to vote.
  
   3.7  Expiration.  Unless previously terminated or
  extended by the Board, the Plan shall expire at the close of
  business on the date which is the last day of the five (5)
  year period beginning on the date on which the stockholders
  approve the Plan, and no option shall be granted under it
  thereafter, but such expiration shall not affect any option
  theretofore granted.
  
   3.8  Governing Law.  The Plan and the options issued
  hereunder shall be governed by, and construed and enforced in
  accordance with, the laws of the State of Texas applicable to
  contracts made and performed within that State.
  
   3.9  Applications of Funds.  The proceeds received by the
  Company from the sale of shares pursuant to options shall be
  used for general corporate purposes.
  
   3.10  No Liability for Good Faith Determinations. 
  Neither the members of the Board not any member of the
  Committee shall be liable for any act, omission or
  determination taken or made in good faith  with respect to the
  Plan or any option granted under it.
  
   3.11  Information Confidential.  As partial consideration
  for the granting of each option hereunder, the Optionee shall
  agree with the Company that he will keep confidential all
  information and knowledge which he has relating to the manner
  and amount of his participation in the Plan; provided,
  however, that such information may be given in confidence to
  the Optionee's spouse or to a financial institution to the
  extent that such information is necessary.
  
   3.12  Execution of Receipts and Releases.  Any payment or
  any issuance or transfer of shares of Stock to the Optionee,
  or to his legal representative, heir, legatee or distributee,
  in accordance with the provisions hereof, shall, to the extent
  thereof, be in full satisfaction of all claims of such persons
  hereunder.  The Board may required any Optionee, legal
  representative, heir, legatee or distributee, as a condition
  precedent to such payment, to execute a release and receipt
  therefor in such form as it shall determine.
  
   3.13  No Guarantee of Interests.  Neither the Board nor
  the Company guarantees the Stock from loss or depreciation.
  
   3.14  Payment of Expenses.  All expenses incident to the
  administration, termination or protection of the Plan,
  including, but not limited to, legal and accounting fees,
  shall be paid by the Company.
  
   3.15  Company Records.  Records of the Company and any
  Affiliate regarding the Optionee's period of service,
  termination of service and the reason therefor, leaves of
  absence, and other matters shall be conclusive for all
  purposes hereunder, unless determined by the Board to be
  incorrect.
  
   3.16  Information.  The Company and any Affiliate shall,
  upon request or as may be specifically required hereunder,
  furnish or cause to be furnished all of the information or
  documentation  which is necessary or required by the Committee
  to perform its duties and functions under the Plan.
  
   3.17  No Liability of Company.  The Company assumes no
  obligation or responsibility to the Optionee or his or her
  personal representatives, heirs, legatees or distributees for
  any act of, or failure to act on the part of , the Board or
  the Committee.
  
   3.18  Company Action.  Any action required of the Company
  shall be by resolution of the Board or by a person authorized
  to act by Board resolution.
  
   3.19  Severability.  If any provision of this Plan shall
  be held to be illegal or invalid for any reason, the
  illegality or invalidity shall not affect the remaining
  provisions hereof, but shall be fully severable and the Plan
  shall be construed and enforced as if the illegal or invalid
  provision had never been included herein.
  
   3.20  Notice.  Whenever any notice is required or
  permitted hereunder, such notice must be in writing and
  personally delivered or sent by mail.  Except as otherwise
  provided in Section 3.4 of this Plan, any notice required or
  permitted to be delivered hereunder shall be deemed to be
  delivered on the date on which it is personally delivered or,
  whether actually received or not, on the third (3rd) business
  day after it is deposited in the United States mail, certified
  or registered, postage prepaid, addressed to the person who is
  to receive it at the address which such person has theretofore
  specified by written notice delivered in accordance herewith. 
  The Company or an Optionee may change, at any time and from
  time to time, by written notice to the other, the address
  which it or he had theretofore specified for receiving notice. 
  Until it is changed in accordance herewith, the Company and
  each Optionee shall specify as its and his address for
  receiving notice the address set forth in the Option Agreement
  pertaining to the shares to which such notice relates.
  
   3.21  Waiver of Notices.  Any person entitled to notice
  hereunder may waive such notice.
  
   3.22  Successors.  The Plan shall be binding upon the
  Optionee, his or her heirs, legatees and legal
  representatives, upon the Company, its successors and assigns
  and upon the Board and its successors.
  
   3.23  Headings.  The titles and headings of sections and
  paragraphs are included for convenience of reference only and
  are not to be considered in construction of the provisions
  hereof.
  
   3.24  Word Usage.  Words used in the masculine shall
  apply to the feminine where applicable and, wherever the
  context of this Plan dictates, the plural shall be read as the
  singular and the singular as the plural.
  
  
  
  
                           EXHIBIT 5
  
                                
  
                    September 27, 1996
  
  
  
  ShowBiz Pizza Time, Inc.
  4441 West Airport Freeway
  Irving, Texas 75602
  
  Gentlemen:
  
   ShowBiz Pizza Time, 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 100,000 shares of common stock, $.01 par value per
  share ("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 Non-Employee Directors Stock
  Option Plan (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 Common Stock will be legally issued, fully paid and
  nonassessable shares of Common Stock.
  
   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,
  
                            /s/ BAKER & MCKENZIE
  
  
  
  
                        Exhibit 23.2
  
  
           CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
  

INDEPENDENT AUDITOR'S CONSENT
  

Board of Directors and Stockholders
ShowBiz Pizza Time, Inc.
Irving, Texas

We consent to the incorporation by reference in the Registration Statement on 
Form S-8, ShowBiz Pizza Time, Inc. Non-Employee Directors Stock Option Plan, 
of ShowBiz Pizza Time, Inc. of our report dated Februrary 23, 1996, appearing 
in the Annual Report on Form 10-K of ShowBiz Pizza Time, Inc. for the year 
ended December 29, 1995.