As filed with the Securities and Exchange Commission on
                            November 26, 1997.
  
                          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)
  
  
                 4441 West Airport Freeway
                      Irving, Texas
            (Address of principal executive offices)     
                      75062 (Zip Code)
  
                   SHOWBIZ PIZZA TIME, INC.
             1997 NON-STATUTORY 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 and address 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
  

                                    Proposed      Proposed
                                     maximum      maximum
   Title of            Amount       offering     aggregate     Amount of
  securities to        to be        price per     offering    registration
  be registered (1)   registered     share(2)     price(2)       fee 
  -----------------  -----------     -------      -------     -----------
  
  Common Stock, 
  par value $.10 
  per share         925,000 Shares    $21.50    $19,887,500    $ 6027
  
  
  (1)  Shares of common stock of ShowBiz Pizza Time, Inc. (the
         "Company"), par value $.10 per share (the "Common
         Stock"), being registered hereby relate to the ShowBiz
         Pizza Time, Inc. 1997 Non-Statutory Stock Option Plan
         (the "Plan").  Pursuant to Rule 416 promulgated under
         the Securities Act of 1933, as amended (the "Securities
         Act"), there are also being registered such additional
         shares of Common Stock as may become issuable pursuant
         to the anti-dilution provisions of the Plan.
  
  (2)  Estimated solely for the purpose of calculating the
         registration fee pursuant to Rule 457(c) and (h)
         promulgated under the Securities Act on the basis of
         the average of the high and low sale prices of the
         Common Stock on November   , 1997, 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 (e) 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 27, 1996, including the
  amendments on Forms 10-K/A filed March 18, 1997 and March
  20, 1997;
  
       (b)  The Company's Quarterly Report on Form 10-Q for
  the fiscal quarter ended March 28, 1997;
  
       (c)  The Company's Quarterly Report on Form 10-Q for
  the fiscal quarter ended June 27, 1997;
  
       (d)  The Company's Quarterly Report on Form 10-Q for
  the fiscal quarter ended September 26, 1997; and
  
       (e)  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 (Commission File 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."
  
       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."
  
       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.
  
    <PAGE>
Item 8.  Exhibits.
  
       The following are filed as exhibits to this
  Registration Statement:
  
  
  Exhibit No.         Description
  -----------         -----------
  
   4.1 ShowBiz Pizza Time, Inc. 1997 Non-Statutory Stock
         Option Plan*
  
   4.2 Specimen form of certificate representing Common Stock,
         par value $.10 per share, incorporated by reference
         from Exhibit 4(a) to the Company's Annual Report on
         Form 10-K for the fiscal year ended December 28, 1990
         (Commission File No. 0-15782).
  
   4.3 Articles Fourth, Fifth, Ninth and Fourteenth of the
         Restated Articles of Incorporation of the Company
         incorporated by reference from the Restated Articles of
         Incorporation of the Company, dated November 26, 1996,
         and filed as Exhibit 3.1 to the Company's Registration
         Statement on Form S-3, dated November 26, 1996
         (Registration No. 333-22229).
  
   4.4 Sections 13 and 14 of the Bylaws of the Company
         incorporated by reference from the Bylaws of the
         Company filed as Exhibit 3 to the Company's Quarterly
         Report on Form 10-Q for the quarter ended September 30,
         1994.
  
   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 of 1933, as amended (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
         Securities and Exchange Commission (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
  November 26, 1997.
  
       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       Chairman of the Board           November 26, 1997
  --------------------       of Directors, Chief Executive  
  Richard M. Frank           Officer and Director (Principal
                             Executive Officer)

  /s/ Michael H. Magusiak    President and Director          November 26, 1997
  -----------------------
  Michael H. Magusiak


  /s/ Larry G. Page           Executive Vice President,      November 26, 1997
  ------------------------    Chief Financial Officer and   
  Larry G. Page               Treasurer (Principal Financial 
                              and Accounting Officer)


  /s/ Tim T. Morris           Director                       November 26, 1997
  ------------------------
  Tim T. Morris


  /s/ Louis P. Neeb           Director                       November 26, 1997
  ------------------------
  Louis P. Neeb

  /s/ Cynthia I. Pharr        Director                       November 26, 1997
  ------------------------
  Cynthia I. Pharr

  /s/ Walter Tyree            Director                       November 26, 1997 
  ------------------------
  Walter Tyree

  /s/ Raymond E. Wooldridge   Director                       November 26, 1997
  ------------------------
  Raymond E. Wooldridge


  
  
  
  
  
                                    EXHIBIT INDEX
  
  
  Exhibit No.         Description
  -----------         -----------
  
   4.1            ShowBiz Pizza Time, Inc. 1997 Non-Statutory Stock Option 
                  Plan
  
   4.2            Specimen form of certificate
                    representing Common Stock, par value
                    $.10 per share, incorporated by
                    reference from Exhibit 4(a) to the
                    Company's Annual Report on Form 10-K for
                    the fiscal year ended December 28, 1990
                    (Commission File No. 0-15782).
  
   4.3            Articles Fourth, Fifth, Ninth and
                    Fourteenth of the Restated Articles of
                    Incorporation of the Company
                    incorporated by reference from the
                    Restated Articles of Incorporation of
                    the Company, dated November 26, 1996,
                    and filed as Exhibit 3.1 to the
                    Company's Registration Statement on Form
                    S-3, dated November 26, 1996
                    (Registration No. 333-22229).
  
   4.4            Sections 13 and 14 of the Bylaws of the
                    Company incorporated by reference from
                    the Bylaws of the Company filed as
                    Exhibit 3 to the Company's Quarterly
                    Report on Form 10-Q for the quarter
                    ended September 30, 1994.
  
   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)
  
  
                              EXHIBIT 4
                       SHOWBIZ PIZZA TIME, INC.
                1997 NON-STATUTORY STOCK OPTION PLAN
  
  
   SHOWBIZ PIZZA TIME, INC., a corporation organized and
  existing under the laws of the state of Kansas (the
  "Company"), hereby formulates and adopts, with respect to
  the shares of common stock of the Company ("Common Stock"),
  a non-statutory stock option plan for certain individuals
  who are key employees of the Company or its subsidiaries, as
  follows:
  
   1.   Purpose of Plan.  The purpose of this 1997 Non-Statutory 
  Option Plan (the "Plan") is to encourage certain
  individuals who are directors or key employees to
  participate in the ownership of the Company, and to provide
  additional incentive for such individuals to promote the
  success of its business through sharing in the future growth
  of such business.
  
   2.   Effective Date of the Plan.  The provisions of
  this Plan became effective on August 1, 1997.
  
   3.   Administration.  This Plan shall be administered
  by the Stock Option Committee of the Board of Directors of
  the Company (the "Committee"), which shall be comprised of
  two (2) or more directors, each of whom shall be "Non-Employee 
  Directors," as defined in Rule 16b-3(c),
  promulgated under the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), and who are also "Outside
  Directors," as defined in Section 162(m) of the Internal
  Revenue Code of 1986, as amended from time to time (the
  "Code"), and any Treasury Regulations that may be
  promulgated thereunder.  The Committee shall have full power
  and authority to construe, interpret and administer this
  Plan, and may from time to time adopt such rules and
  regulations for carrying out this Plan as it may deem proper
  and in the best interests of the Company.  Subject to the
  terms, provisions and conditions of this Plan, the Committee
  shall have the authority to select the individuals to whom
  options shall be granted, to determine the number of shares
  subject to each option, to determine the time or times when
  options will be granted, to determine the option price of
  the shares subject to each option, to determine the time
  when each option may be exercised, to fix such other
  provisions of each option agreement as the Committee may
  deem necessary or desirable, consistent with the terms of
  this Plan, and to determine all other questions relating to
  the administration of this Plan.  The interpretation and
  construction of this Plan by the Committee shall be final,
  conclusive and binding upon all persons.
  
   4.   Eligibility.  Options to purchase shares of Common
  Stock shall be granted under this Plan only to those
  individuals selected by the Committee from time to time who,
  in the sole discretion of the Committee, are key employees
  at the time of the grant and who have made material
  contributions in the past, or who are expected to make
  material contributions in the future, to the successful
  performance of the Company.
  
   5.   Shares Subject to the Plan.  Options granted under
  this Plan shall be granted solely with respect to shares of
  Common Stock.  Subject to any adjustments made pursuant to
  the provisions of Section 12, the aggregate number of shares
  of Common Stock which may be issued upon exercise of all the
  options which may be granted under this Plan shall not
  exceed 925,000.  If any option granted under this Plan shall
  expire or terminate for any reason without having been
  exercised in full, the unpurchased shares subject to such
  options shall be added to the number of shares otherwise
  available for options which may be granted in accordance
  with the terms of this Plan.  The shares to be delivered
  upon exercise of the options granted under this Plan shall
  be made available, at the discretion of the Committee, from
  either the authorized but unissued shares of Common Stock or
  any treasury shares of Common Stock held by the Company.
  
   6.   Option Contract.  Each option granted under this
  Plan shall be evidenced by a non-statutory stock option
  contract which shall be signed by an officer of the Company
  and by the individual to whom the  option is granted (the
  "Optionee").  The terms of said contract shall be in
  accordance with the provisions of this Plan, but it may
  include such other provisions as may be approved  by the
  Committee.  The grant of an option under this Plan shall be
  deemed to occur on the date on which the contract evidencing
  such option is executed by the Company, and every Optionee,
  upon the execution of a contract, shall be bound by the
  terms and restrictions of this Plan and such contract;
  provided, however, if an Optionee does not sign and return
  to the Company one (1) duplicate original of their option
  contract prior to the expiration of one hundred and twenty
  (120) days after the grant date, then the grant shall be
  withdrawn, and the option shall be void and of no further
  force or effect.
  
   7.   Option Price.  The price at which shares of Common
  Stock may be purchased under an option granted pursuant to
  this Plan shall be determined by the Committee, but in no
  event shall the price be less than 100 percent of the fair
  market value of such shares on the date that the option is
  granted.  The fair market value of shares of Common Stock
  for purposes of this Plan shall be determined by the
  Committee, in it sole discretion.
  
   8.   Period and Exercise of Option.
  
        (a)  Period -- Subject to the provisions of
  Section 9 and 10 hereof with respect to the death or
  termination of employment of an Optionee, the period during
  which each option granted under this Plan may be exercised
  shall be fixed by the Committee at the time such option is
  granted, provided  that such period shall expire no later
  than seven (7) years from the date on which the option is
  granted (the "Grant Date").
  
        (b)  Employment -- The option may not be exercised
  to any extent until the Optionee has been continuously, for
  a period of at least one (1) year after the Grant Date,
  employed by the Company or a subsidiary of the Company.
  
        (c)  Exercise -- Any option granted under this
  Plan may be exercised by the Optionee only by delivering to
  the Company written notice of the number of shares with
  respect to which he is exercising his option right, paying
  in full the option price of the purchased shares, and
  furnishing to the Company a representation in writing signed
  by the Optionee that he is familiar with the business and
  financial condition of the Company, is purchasing the shares
  of stock in good faith for  himself for investment purposes
  and not with a view towards the sale or distribution
  thereof, and will not effect any sale in violation of any
  laws or regulations of the United States or any state. 
  Subject to the limitations of this Plan and the terms and
  conditions of the respective stock option contract, each
  option granted under this Plan shall be exercisable in whole
  or in part at such time or times as the Committee may
  specify in such stock option contract.
  
        (d)  Payment for Shares -- Payment for shares of
  Common Stock purchased pursuant to an option granted under
  this Plan may be made in either cash or in shares of Common
  Stock.
  
        (e)  Delivery of Certificates -- As soon as
  practicable after receipt by the Company of the notice and
  representation described in Subsection (c), and of payment
  in full of the option price for all of the shares being
  purchased pursuant to an option granted under this Plan, a
  certificate or certificates representing such shares of
  stock shall be registered in the name of the Optionee and
  shall be delivered to the Optionee.  However, no certificate
  for fractional shares of stock shall be issued by the
  Company notwithstanding any request therefor.  Neither any
  Optionee, nor the legal representative, legatee or
  distributee of any Optionee, shall be deemed to be a holder
  of any shares of stock subject to an option granted under
  this Plan unless and until the certificate or certificates
  for such shares have been issued.  All stock certificates
  issued upon the exercise of any options granted pursuant to
  this Plan may bear such legend as the Committee shall deem
  appropriate regarding restrictions upon the transfer or sale
  of the shares evidenced thereby.
  
        (f)  Withholding -- The Company shall have the
  right to deduct any sums that the Committee reasonably
  determines that Federal, state or local tax law requires to
  be withheld with respect to the exercise of any option or as
  otherwise may be required by those laws.  The Company may
  require as a condition to issuing shares of Common Stock
  upon exercise of the option that the Optionee or other
  person exercising the option pay any sums that Federal,
  state or local tax law required to be withheld with respect
  to the exercise.  The Company shall not be obligated to
  advise any Optionee of the existence of the tax or the
  amount which the Company will be so required to withhold. 
  Upon exercise of an option, if tax withholding is required,
  an Optionee may, with the consent of the Committee, have
  shares of Common Stock withheld ("Share Withholding") by the
  Company from the shares otherwise to be received; provided,
  however, that if the Optionee is subject to the provisions
  of Section 16 under the Exchange Act, no Share Withholding
  shall be permitted unless such transaction complies with the
  requirements of Rule 16b-3(e) promulgated under the Exchange
  Act.  The number of shares so withheld should have an
  aggregate fair market value (as determined in accordance
  with the terms of this Plan) on the date of exercise
  sufficient to satisfy the applicable withholding taxes.
  
   9.   Termination of Employment.  If an Optionee shall
  cease to be an employee of the Company or subsidiary of the
  Company for any reason other than death after he shall have
  served in such capacity continuously for at lease one (1)
  year from the Grant Date, he may, but only within ten (10)
  business days next succeeding such cessation, exercise his
  option to the extent that he was entitled to exercise it at
  the date of such cessation.  Nothing in this Plan or any
  stock option contract shall be construed as an obligation on
  the part of the Company or of any of its subsidiary
  corporations to continue the Optionee as an employee.
  
   10.  Death of Optionee.  In the event of the death of
  an Optionee while serving as an employee of the Company or
  its subsidiary, any option or unexercised portion thereof
  granted to him under this Plan which is otherwise
  exercisable may be exercised by the person or persons to
  whom such Optionee's rights under the option pass by
  operation of the Optionee's will or the laws of descent and
  distribution, at any time within a period of three (3)
  months following the death of the Optionee (even though such
  period is later than the expiration date of the option as
  specified in Section 8(a) and in the respective stock option
  contract).  Such option shall be exercisable even though the
  Optionee's death occurs before he has continuously served as
  an employee of the Company or its subsidiary for a period of
  one (1) year after the date of grant.
  
   11.  Non-Transferability of Options.  Each option
  granted under this Plan shall not be transferable or
  assignable by the Optionee other than by will or the laws of
  descent and distribution, and during the lifetime of the
  Optionee may otherwise be exercised only by him.
  
   12.  Adjustments upon Changes in Capitalization.  In
  the event of any change in the capital structure of the
  Company, including but not limited to a change resulting
  from a stock dividend, stock split, reorganization, merger,
  consolidation, liquidation or any combination or exchange of
  shares, and the Company continues thereafter as the
  surviving entity, then the number of shares of Common Stock
  subject to this Plan and the number of such shares subject
  to each option granted hereunder shall be correspondingly
  adjusted by the Committee.  The option price for which
  shares of Common Stock may be purchased pursuant to an
  option granted under this Plan shall be adjusted so that
  there will be no change in the aggregate purchase price
  payable upon the exercise of any option.
  
   13.  Amendment and Termination of Plan.  No option
  shall be granted pursuant to this Plan after July 31, 2007,
  on which date this Plan shall expire except as to options
  then outstanding under this Plan, which options shall remain
  in effect until they have been exercised or have expired. 
  The Committee may at any time before such date, amend,
  modify or terminate this Plan.  No amendment, modification
  or termination of this Plan may adversely affect the rights
  of any Optionee under any then outstanding option granted 
  hereunder without the consent of such Optionee.
  
   14.  Termination of Old Option Contract and Grant of
  New Option Contract.  An option may be granted under this
  Plan which may be conditioned upon the termination of a non-statutory 
  stock option contract previously granted to the
  Optionee which has not yet been terminated or been
  exercised; provided, however, that the price for which
  shares of Common Stock may be purchased under the new option
  may not be less than the price of shares of Common Stock
  that were subject to purchase under the terminated option
  unless the shareholders of the Company approve the issuance
  at a lower price.
  
   15.  Change of Control. If while unexercised options
  remain outstanding under this Plan, a Change of Control (as
  hereinafter defined) shall have occurred, then all such
  options shall be exercisable in full, notwithstanding
  Section 8(b) hereof or any other provision in this Plan or
  option contract to the contrary.  For purposes of this Plan,
  a "Change of Control" shall be deemed to have occurred with
  respect to the Company: (A) on the date in which the Company
  executes an agreement or an agreement in principle (i) with
  respect to any merger, consolidation or other business
  combination by the Company with or into another entity and
  the Company is not the surviving entity, or (ii) to sell or
  otherwise dispose of all or substantially all of its assets,
  or (iii) to adopt a plan of liquidation; or (B) on the date
  in which public announcement is made that the "beneficial
  ownership" (as defined in Rule 13d-3 under the Exchange Act)
  of securities representing more than 50% of the combined
  voting power of the Company is being acquired by a "person"
  within the meaning of sections 13(d) and 14(d) of the
  Exchange Act; or (C) if, during any period of eighteen (18)
  consecutive months, individuals who at the beginning of such
  period were members of the Board of Directors cease for any
  reason to constitute at least a majority thereof (unless the
  appointment or election, or the nomination for election by
  the Company's shareholders, of each new director was
  approved by a vote of at least a majority of the directors
  then still in office who were directors at the beginning of
  such period); provided, however, that in no event shall a
  change in the composition of the Company's Board of
  Directors pursuant to an election of Board members pursuant
  to Section 4.6 of the Company's Articles of Incorporation,
  as amended, constitute or result in a Change of Control for
  purposes of this Section 15.
  
   The Committee shall have the right, at the time of
  grant or subsequently, in its sole discretion, to establish
  conditions under which a specific employee may cease to be a
  full-time employee of the Company or any of its Subsidiaries
  but not be deemed to have terminated his employment with the
  Company or any of its Subsidiaries for purposes of this
  Plan, including but not limited to conditions involving
  part-time employment or consulting services.  Unless
  otherwise specifically provided for in an employee's stock
  option contract or in an amendment or supplement thereto, an
  employee's employment with the Company or any of its
  Subsidiaries shall be deemed to terminate when he ceases to
  be a full-time employee of the Company or any of its
  Subsidiaries.
  
   In  the event of a merger, consolidation,
  reorganization or recapitalization of the Company, the
  Committee shall have the right to accelerate the vesting
  schedule with respect to all or any portion of the shares of
  Common Stock granted to any or all of the employees under
  this Plan, if and to the extent it deems appropriate in its
  sole discretion.
  
   16.  Restrictions Applicable to Executive Officers. 
  The provisions of this Section 16 shall apply only to those
  executive officers whose compensation is required to be
  reported in the Company's proxy statement pursuant to Item
  402(a)(3)(i) (or any successor thereto) and of Regulation S-K (or 
  any successor thereto) under the general rules and
  regulations under the Exchange Act ("Executive Officers"). 
  In the event of any inconsistencies between this Section 16
  and the other provisions of this Plan, as they pertain
  Executive Officers, the provisions of this Section shall
  control.
  
   No amendment of this Plan with respect to any Executive
  Officer may be made which would (i) increase the maximum
  amount that can be paid to any one Executive Officer
  pursuant to this Plan or (ii) modify the requirements as to
  the Executive Officer's eligibility for participation in
  this Plan, unless the Company's shareholders have first
  approved such amendment in a manner which would permit the
  deduction under Section 162(m) (or any successor thereto) of
  the Code of such payment in the fiscal year it is paid.  The
  Committee shall amend this Section 16 and such other
  provisions as it deems appropriate, to cause amounts payable
  to certain Executive Officers to satisfy the requirements of
  Section 162(m) (or any successor thereto) and the Treasury
  Regulations that may be promulgated thereunder.
  
   The maximum number of shares of Common Stock with
  respect to which options may be granted hereunder to any
  Executive Officer during any calendar year may not exceed
  two hundred and fifty thousand (250,000) shares, subject to
  any adjustments made pursuant to the provisions of Section
  12.
  
  
  
                                EXHIBIT 5
  
    
  
  November 26, 1997
   
  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 925,000 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 1997
  Non-Statutory 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 Securities 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,
  
                       BAKER & MCKENZIE
  
  
  
  
  
                           EXHIBIT 23.2
  

Exhibit 23.2
  
  
  
           CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
            ----------------------------------------
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 49783}]
{"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": "333-41039", "film-number": "97728541"}, "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
                            November 26, 1997.
  
                          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)
  
  
                 4441 West Airport Freeway
                      Irving, Texas
            (Address of principal executive offices)     
                      75062 (Zip Code)
  
                   SHOWBIZ PIZZA TIME, INC.
             1997 NON-STATUTORY 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 and address 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
  

                                    Proposed      Proposed
                                     maximum      maximum
   Title of            Amount       offering     aggregate     Amount of
  securities to        to be        price per     offering    registration
  be registered (1)   registered     share(2)     price(2)       fee 
  -----------------  -----------     -------      -------     -----------
  
  Common Stock, 
  par value $.10 
  per share         925,000 Shares    $21.50    $19,887,500    $ 6027
  
  
  (1)  Shares of common stock of ShowBiz Pizza Time, Inc. (the
         "Company"), par value $.10 per share (the "Common
         Stock"), being registered hereby relate to the ShowBiz
         Pizza Time, Inc. 1997 Non-Statutory Stock Option Plan
         (the "Plan").  Pursuant to Rule 416 promulgated under
         the Securities Act of 1933, as amended (the "Securities
         Act"), there are also being registered such additional
         shares of Common Stock as may become issuable pursuant
         to the anti-dilution provisions of the Plan.
  
  (2)  Estimated solely for the purpose of calculating the
         registration fee pursuant to Rule 457(c) and (h)
         promulgated under the Securities Act on the basis of
         the average of the high and low sale prices of the
         Common Stock on November   , 1997, 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 (e) 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 27, 1996, including the
  amendments on Forms 10-K/A filed March 18, 1997 and March
  20, 1997;
  
       (b)  The Company's Quarterly Report on Form 10-Q for
  the fiscal quarter ended March 28, 1997;
  
       (c)  The Company's Quarterly Report on Form 10-Q for
  the fiscal quarter ended June 27, 1997;
  
       (d)  The Company's Quarterly Report on Form 10-Q for
  the fiscal quarter ended September 26, 1997; and
  
       (e)  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 (Commission File 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."
  
       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."
  
       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
  -----------         -----------
  
   4.1 ShowBiz Pizza Time, Inc. 1997 Non-Statutory Stock
         Option Plan*
  
   4.2 Specimen form of certificate representing Common Stock,
         par value $.10 per share, incorporated by reference
         from Exhibit 4(a) to the Company's Annual Report on
         Form 10-K for the fiscal year ended December 28, 1990
         (Commission File No. 0-15782).
  
   4.3 Articles Fourth, Fifth, Ninth and Fourteenth of the
         Restated Articles of Incorporation of the Company
         incorporated by reference from the Restated Articles of
         Incorporation of the Company, dated November 26, 1996,
         and filed as Exhibit 3.1 to the Company's Registration
         Statement on Form S-3, dated November 26, 1996
         (Registration No. 333-22229).
  
   4.4 Sections 13 and 14 of the Bylaws of the Company
         incorporated by reference from the Bylaws of the
         Company filed as Exhibit 3 to the Company's Quarterly
         Report on Form 10-Q for the quarter ended September 30,
         1994.
  
   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 of 1933, as amended (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
         Securities and Exchange Commission (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
  November 26, 1997.
  
       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       Chairman of the Board           November 26, 1997
  --------------------       of Directors, Chief Executive  
  Richard M. Frank           Officer and Director (Principal
                             Executive Officer)

  /s/ Michael H. Magusiak    President and Director          November 26, 1997
  -----------------------
  Michael H. Magusiak

  /s/ Larry G. Page           Executive Vice President,      November 26, 1997
  ------------------------    Chief Financial Officer and   
  Larry G. Page               Treasurer (Principal Financial 
                              and Accounting Officer)

  /s/ Tim T. Morris           Director                       November 26, 1997
  ------------------------
  Tim T. Morris

  /s/ Louis P. Neeb           Director                       November 26, 1997
  ------------------------
  Louis P. Neeb

  /s/ Cynthia I. Pharr        Director                       November 26, 1997
  ------------------------
  Cynthia I. Pharr

  /s/ Walter Tyree            Director                       November 26, 1997 
  ------------------------
  Walter Tyree

  /s/ Raymond E. Wooldridge   Director                       November 26, 1997
  ------------------------
  Raymond E. Wooldridge

  
  
  
  
  
                                    EXHIBIT INDEX
  
  
  Exhibit No.         Description
  -----------         -----------
  
   4.1            ShowBiz Pizza Time, Inc. 1997 Non-Statutory Stock Option 
                  Plan
  
   4.2            Specimen form of certificate
                    representing Common Stock, par value
                    $.10 per share, incorporated by
                    reference from Exhibit 4(a) to the
                    Company's Annual Report on Form 10-K for
                    the fiscal year ended December 28, 1990
                    (Commission File No. 0-15782).
  
   4.3            Articles Fourth, Fifth, Ninth and
                    Fourteenth of the Restated Articles of
                    Incorporation of the Company
                    incorporated by reference from the
                    Restated Articles of Incorporation of
                    the Company, dated November 26, 1996,
                    and filed as Exhibit 3.1 to the
                    Company's Registration Statement on Form
                    S-3, dated November 26, 1996
                    (Registration No. 333-22229).
  
   4.4            Sections 13 and 14 of the Bylaws of the
                    Company incorporated by reference from
                    the Bylaws of the Company filed as
                    Exhibit 3 to the Company's Quarterly
                    Report on Form 10-Q for the quarter
                    ended September 30, 1994.
  
   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)
  
  
                              EXHIBIT 4
                       SHOWBIZ PIZZA TIME, INC.
                1997 NON-STATUTORY STOCK OPTION PLAN
  
  
   SHOWBIZ PIZZA TIME, INC., a corporation organized and
  existing under the laws of the state of Kansas (the
  "Company"), hereby formulates and adopts, with respect to
  the shares of common stock of the Company ("Common Stock"),
  a non-statutory stock option plan for certain individuals
  who are key employees of the Company or its subsidiaries, as
  follows:
  
   1.   Purpose of Plan.  The purpose of this 1997 Non-Statutory 
  Option Plan (the "Plan") is to encourage certain
  individuals who are directors or key employees to
  participate in the ownership of the Company, and to provide
  additional incentive for such individuals to promote the
  success of its business through sharing in the future growth
  of such business.
  
   2.   Effective Date of the Plan.  The provisions of
  this Plan became effective on August 1, 1997.
  
   3.   Administration.  This Plan shall be administered
  by the Stock Option Committee of the Board of Directors of
  the Company (the "Committee"), which shall be comprised of
  two (2) or more directors, each of whom shall be "Non-Employee 
  Directors," as defined in Rule 16b-3(c),
  promulgated under the Securities Exchange Act of 1934, as
  amended (the "Exchange Act"), and who are also "Outside
  Directors," as defined in Section 162(m) of the Internal
  Revenue Code of 1986, as amended from time to time (the
  "Code"), and any Treasury Regulations that may be
  promulgated thereunder.  The Committee shall have full power
  and authority to construe, interpret and administer this
  Plan, and may from time to time adopt such rules and
  regulations for carrying out this Plan as it may deem proper
  and in the best interests of the Company.  Subject to the
  terms, provisions and conditions of this Plan, the Committee
  shall have the authority to select the individuals to whom
  options shall be granted, to determine the number of shares
  subject to each option, to determine the time or times when
  options will be granted, to determine the option price of
  the shares subject to each option, to determine the time
  when each option may be exercised, to fix such other
  provisions of each option agreement as the Committee may
  deem necessary or desirable, consistent with the terms of
  this Plan, and to determine all other questions relating to
  the administration of this Plan.  The interpretation and
  construction of this Plan by the Committee shall be final,
  conclusive and binding upon all persons.
  
   4.   Eligibility.  Options to purchase shares of Common
  Stock shall be granted under this Plan only to those
  individuals selected by the Committee from time to time who,
  in the sole discretion of the Committee, are key employees
  at the time of the grant and who have made material
  contributions in the past, or who are expected to make
  material contributions in the future, to the successful
  performance of the Company.
  
   5.   Shares Subject to the Plan.  Options granted under
  this Plan shall be granted solely with respect to shares of
  Common Stock.  Subject to any adjustments made pursuant to
  the provisions of Section 12, the aggregate number of shares
  of Common Stock which may be issued upon exercise of all the
  options which may be granted under this Plan shall not
  exceed 925,000.  If any option granted under this Plan shall
  expire or terminate for any reason without having been
  exercised in full, the unpurchased shares subject to such
  options shall be added to the number of shares otherwise
  available for options which may be granted in accordance
  with the terms of this Plan.  The shares to be delivered
  upon exercise of the options granted under this Plan shall
  be made available, at the discretion of the Committee, from
  either the authorized but unissued shares of Common Stock or
  any treasury shares of Common Stock held by the Company.
  
   6.   Option Contract.  Each option granted under this
  Plan shall be evidenced by a non-statutory stock option
  contract which shall be signed by an officer of the Company
  and by the individual to whom the  option is granted (the
  "Optionee").  The terms of said contract shall be in
  accordance with the provisions of this Plan, but it may
  include such other provisions as may be approved  by the
  Committee.  The grant of an option under this Plan shall be
  deemed to occur on the date on which the contract evidencing
  such option is executed by the Company, and every Optionee,
  upon the execution of a contract, shall be bound by the
  terms and restrictions of this Plan and such contract;
  provided, however, if an Optionee does not sign and return
  to the Company one (1) duplicate original of their option
  contract prior to the expiration of one hundred and twenty
  (120) days after the grant date, then the grant shall be
  withdrawn, and the option shall be void and of no further
  force or effect.
  
   7.   Option Price.  The price at which shares of Common
  Stock may be purchased under an option granted pursuant to
  this Plan shall be determined by the Committee, but in no
  event shall the price be less than 100 percent of the fair
  market value of such shares on the date that the option is
  granted.  The fair market value of shares of Common Stock
  for purposes of this Plan shall be determined by the
  Committee, in it sole discretion.
  
   8.   Period and Exercise of Option.
  
        (a)  Period -- Subject to the provisions of
  Section 9 and 10 hereof with respect to the death or
  termination of employment of an Optionee, the period during
  which each option granted under this Plan may be exercised
  shall be fixed by the Committee at the time such option is
  granted, provided  that such period shall expire no later
  than seven (7) years from the date on which the option is
  granted (the "Grant Date").
  
        (b)  Employment -- The option may not be exercised
  to any extent until the Optionee has been continuously, for
  a period of at least one (1) year after the Grant Date,
  employed by the Company or a subsidiary of the Company.
  
        (c)  Exercise -- Any option granted under this
  Plan may be exercised by the Optionee only by delivering to
  the Company written notice of the number of shares with
  respect to which he is exercising his option right, paying
  in full the option price of the purchased shares, and
  furnishing to the Company a representation in writing signed
  by the Optionee that he is familiar with the business and
  financial condition of the Company, is purchasing the shares
  of stock in good faith for  himself for investment purposes
  and not with a view towards the sale or distribution
  thereof, and will not effect any sale in violation of any
  laws or regulations of the United States or any state. 
  Subject to the limitations of this Plan and the terms and
  conditions of the respective stock option contract, each
  option granted under this Plan shall be exercisable in whole
  or in part at such time or times as the Committee may
  specify in such stock option contract.
  
        (d)  Payment for Shares -- Payment for shares of
  Common Stock purchased pursuant to an option granted under
  this Plan may be made in either cash or in shares of Common
  Stock.
  
        (e)  Delivery of Certificates -- As soon as
  practicable after receipt by the Company of the notice and
  representation described in Subsection (c), and of payment
  in full of the option price for all of the shares being
  purchased pursuant to an option granted under this Plan, a
  certificate or certificates representing such shares of
  stock shall be registered in the name of the Optionee and
  shall be delivered to the Optionee.  However, no certificate
  for fractional shares of stock shall be issued by the
  Company notwithstanding any request therefor.  Neither any
  Optionee, nor the legal representative, legatee or
  distributee of any Optionee, shall be deemed to be a holder
  of any shares of stock subject to an option granted under
  this Plan unless and until the certificate or certificates
  for such shares have been issued.  All stock certificates
  issued upon the exercise of any options granted pursuant to
  this Plan may bear such legend as the Committee shall deem
  appropriate regarding restrictions upon the transfer or sale
  of the shares evidenced thereby.
  
        (f)  Withholding -- The Company shall have the
  right to deduct any sums that the Committee reasonably
  determines that Federal, state or local tax law requires to
  be withheld with respect to the exercise of any option or as
  otherwise may be required by those laws.  The Company may
  require as a condition to issuing shares of Common Stock
  upon exercise of the option that the Optionee or other
  person exercising the option pay any sums that Federal,
  state or local tax law required to be withheld with respect
  to the exercise.  The Company shall not be obligated to
  advise any Optionee of the existence of the tax or the
  amount which the Company will be so required to withhold. 
  Upon exercise of an option, if tax withholding is required,
  an Optionee may, with the consent of the Committee, have
  shares of Common Stock withheld ("Share Withholding") by the
  Company from the shares otherwise to be received; provided,
  however, that if the Optionee is subject to the provisions
  of Section 16 under the Exchange Act, no Share Withholding
  shall be permitted unless such transaction complies with the
  requirements of Rule 16b-3(e) promulgated under the Exchange
  Act.  The number of shares so withheld should have an
  aggregate fair market value (as determined in accordance
  with the terms of this Plan) on the date of exercise
  sufficient to satisfy the applicable withholding taxes.
  
   9.   Termination of Employment.  If an Optionee shall
  cease to be an employee of the Company or subsidiary of the
  Company for any reason other than death after he shall have
  served in such capacity continuously for at lease one (1)
  year from the Grant Date, he may, but only within ten (10)
  business days next succeeding such cessation, exercise his
  option to the extent that he was entitled to exercise it at
  the date of such cessation.  Nothing in this Plan or any
  stock option contract shall be construed as an obligation on
  the part of the Company or of any of its subsidiary
  corporations to continue the Optionee as an employee.
  
   10.  Death of Optionee.  In the event of the death of
  an Optionee while serving as an employee of the Company or
  its subsidiary, any option or unexercised portion thereof
  granted to him under this Plan which is otherwise
  exercisable may be exercised by the person or persons to
  whom such Optionee's rights under the option pass by
  operation of the Optionee's will or the laws of descent and
  distribution, at any time within a period of three (3)
  months following the death of the Optionee (even though such
  period is later than the expiration date of the option as
  specified in Section 8(a) and in the respective stock option
  contract).  Such option shall be exercisable even though the
  Optionee's death occurs before he has continuously served as
  an employee of the Company or its subsidiary for a period of
  one (1) year after the date of grant.
  
   11.  Non-Transferability of Options.  Each option
  granted under this Plan shall not be transferable or
  assignable by the Optionee other than by will or the laws of
  descent and distribution, and during the lifetime of the
  Optionee may otherwise be exercised only by him.
  
   12.  Adjustments upon Changes in Capitalization.  In
  the event of any change in the capital structure of the
  Company, including but not limited to a change resulting
  from a stock dividend, stock split, reorganization, merger,
  consolidation, liquidation or any combination or exchange of
  shares, and the Company continues thereafter as the
  surviving entity, then the number of shares of Common Stock
  subject to this Plan and the number of such shares subject
  to each option granted hereunder shall be correspondingly
  adjusted by the Committee.  The option price for which
  shares of Common Stock may be purchased pursuant to an
  option granted under this Plan shall be adjusted so that
  there will be no change in the aggregate purchase price
  payable upon the exercise of any option.
  
   13.  Amendment and Termination of Plan.  No option
  shall be granted pursuant to this Plan after July 31, 2007,
  on which date this Plan shall expire except as to options
  then outstanding under this Plan, which options shall remain
  in effect until they have been exercised or have expired. 
  The Committee may at any time before such date, amend,
  modify or terminate this Plan.  No amendment, modification
  or termination of this Plan may adversely affect the rights
  of any Optionee under any then outstanding option granted 
  hereunder without the consent of such Optionee.
  
   14.  Termination of Old Option Contract and Grant of
  New Option Contract.  An option may be granted under this
  Plan which may be conditioned upon the termination of a non-statutory 
  stock option contract previously granted to the
  Optionee which has not yet been terminated or been
  exercised; provided, however, that the price for which
  shares of Common Stock may be purchased under the new option
  may not be less than the price of shares of Common Stock
  that were subject to purchase under the terminated option
  unless the shareholders of the Company approve the issuance
  at a lower price.
  
   15.  Change of Control. If while unexercised options
  remain outstanding under this Plan, a Change of Control (as
  hereinafter defined) shall have occurred, then all such
  options shall be exercisable in full, notwithstanding
  Section 8(b) hereof or any other provision in this Plan or
  option contract to the contrary.  For purposes of this Plan,
  a "Change of Control" shall be deemed to have occurred with
  respect to the Company: (A) on the date in which the Company
  executes an agreement or an agreement in principle (i) with
  respect to any merger, consolidation or other business
  combination by the Company with or into another entity and
  the Company is not the surviving entity, or (ii) to sell or
  otherwise dispose of all or substantially all of its assets,
  or (iii) to adopt a plan of liquidation; or (B) on the date
  in which public announcement is made that the "beneficial
  ownership" (as defined in Rule 13d-3 under the Exchange Act)
  of securities representing more than 50% of the combined
  voting power of the Company is being acquired by a "person"
  within the meaning of sections 13(d) and 14(d) of the
  Exchange Act; or (C) if, during any period of eighteen (18)
  consecutive months, individuals who at the beginning of such
  period were members of the Board of Directors cease for any
  reason to constitute at least a majority thereof (unless the
  appointment or election, or the nomination for election by
  the Company's shareholders, of each new director was
  approved by a vote of at least a majority of the directors
  then still in office who were directors at the beginning of
  such period); provided, however, that in no event shall a
  change in the composition of the Company's Board of
  Directors pursuant to an election of Board members pursuant
  to Section 4.6 of the Company's Articles of Incorporation,
  as amended, constitute or result in a Change of Control for
  purposes of this Section 15.
  
   The Committee shall have the right, at the time of
  grant or subsequently, in its sole discretion, to establish
  conditions under which a specific employee may cease to be a
  full-time employee of the Company or any of its Subsidiaries
  but not be deemed to have terminated his employment with the
  Company or any of its Subsidiaries for purposes of this
  Plan, including but not limited to conditions involving
  part-time employment or consulting services.  Unless
  otherwise specifically provided for in an employee's stock
  option contract or in an amendment or supplement thereto, an
  employee's employment with the Company or any of its
  Subsidiaries shall be deemed to terminate when he ceases to
  be a full-time employee of the Company or any of its
  Subsidiaries.
  
   In  the event of a merger, consolidation,
  reorganization or recapitalization of the Company, the
  Committee shall have the right to accelerate the vesting
  schedule with respect to all or any portion of the shares of
  Common Stock granted to any or all of the employees under
  this Plan, if and to the extent it deems appropriate in its
  sole discretion.
  
   16.  Restrictions Applicable to Executive Officers. 
  The provisions of this Section 16 shall apply only to those
  executive officers whose compensation is required to be
  reported in the Company's proxy statement pursuant to Item
  402(a)(3)(i) (or any successor thereto) and of Regulation S-K (or 
  any successor thereto) under the general rules and
  regulations under the Exchange Act ("Executive Officers"). 
  In the event of any inconsistencies between this Section 16
  and the other provisions of this Plan, as they pertain
  Executive Officers, the provisions of this Section shall
  control.
  
   No amendment of this Plan with respect to any Executive
  Officer may be made which would (i) increase the maximum
  amount that can be paid to any one Executive Officer
  pursuant to this Plan or (ii) modify the requirements as to
  the Executive Officer's eligibility for participation in
  this Plan, unless the Company's shareholders have first
  approved such amendment in a manner which would permit the
  deduction under Section 162(m) (or any successor thereto) of
  the Code of such payment in the fiscal year it is paid.  The
  Committee shall amend this Section 16 and such other
  provisions as it deems appropriate, to cause amounts payable
  to certain Executive Officers to satisfy the requirements of
  Section 162(m) (or any successor thereto) and the Treasury
  Regulations that may be promulgated thereunder.
  
   The maximum number of shares of Common Stock with
  respect to which options may be granted hereunder to any
  Executive Officer during any calendar year may not exceed
  two hundred and fifty thousand (250,000) shares, subject to
  any adjustments made pursuant to the provisions of Section
  12.
  
  
  
                                EXHIBIT 5
  
    
  
  November 26, 1997
   
  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 925,000 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 1997
  Non-Statutory 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 Securities 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,
  
                       BAKER & MCKENZIE
  
  
  
  
  
                           EXHIBIT 23.2
  

Exhibit 23.2
  
  
  
           CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
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