As filed with the Securities and Exchange Commission on
  September 30, 1996
  
  Registration No. 333-           
                                                             
  
              SECURITIES AND EXCHANGE COMMISSION
  
                    Washington, D.C. 20549
  
  
                           FORM S-8
  
   REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
  
  
                   SHOWBIZ PIZZA TIME, INC.
    (Exact name of registrant as specified in its charter)
  
  
                                Kansas
                      (State or other jurisdiction
                                  of
                           incorporation or
                             organization)
                              48-0905805
                            (I.R.S. Employer
                           Identification No.)
  
  
  
                        4441 West Airport Freeway
                             Irving, Texas
                          (Address of principal
                           executive offices)
                                  75602
                                (Zip Code)
  
   
                            SHOWBIZ PIZZA TIME, INC.
                       1988 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, address, and telephone number,
          including area code, of agent for service)
  
                       with a copy to:
  
                        Alan G. Harvey
                       Baker & McKenzie
                 2001 Ross Avenue, Suite 4500
                     Dallas, Texas 75201
  
  
  
               CALCULATION OF REGISTRATION FEE
  
  Title of securities to be registered (1) / Common Stock,
  $.10 par value
  
  Amount to be registered  / 500,000 shares
  
  Proposed maximum offering price per share / $18.0625
  
  Proposed maximum aggregate offering price / $9,031,250.00
  
  Amount of registration fee / $3,115.00
  
  
  (1)    Shares of common stock of ShowBiz Pizza Time, Inc. (the
           "Company"), $.10 par value per share (the "Common
           Stock"), being registered hereby relate to the ShowBiz
           Pizza Time, Inc. 1988 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 September 27, 1996, as reported on the
           Nasdaq Stock Market.
  
  
  
            THE 500,000 SHARES OF COMMON STOCK BEING
  REGISTERED HEREBY SHALL BE ISSUED UNDER THE PLAN, WHICH WAS
  AMENDED AS OF JUNE 8, 1995, TO INCREASE THE NUMBER OF SHARES
  OF COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE PLAN. 
  PURSUANT TO INSTRUCTION E OF FORM S-8, THE CONTENTS OF THE
  COMPANY'S REGISTRATION STATEMENTS ON FORM S-8 AS FILED WITH
  SECURITIES AND EXCHANGE COMMISSION ON JUNE 23, 1989
  (REGISTRATION NO. 33-29495), APRIL 3, 1991 (REGISTRATION NO.
  33-39650) AND AUGUST 25, 1993 (REGISTRATION NO. 33-67840)
  ARE INCORPORATED BY REFERENCE.
  
  
                          SIGNATURES
  
    Pursuant to the requirements of the Securities Act, the
  registrant certifies that it has reasonable grounds to
  believe that it meets all of the requirements for filing on
  Form S-8 and has duly caused this registration statement to
  be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Irving, State of Texas, on
  September      , 1996.
  
              SHOWBIZ PIZZA TIME, INC.
  
              BY:-------------------------------
                  Michael H. Magusiak, President
  
  
  
                      POWER OF ATTORNEY
  
   Each person whose signature appears below hereby
  authorizes Richard M. Frank or Michael H. Magusiak to file
  one or more amendments (including post-effective amendments)
  to this registration statement, which amendments may make
  such changes in this registration statement as each of them
  deems appropriate, and each such person hereby appoints
  Richard M. Frank or Michael H. Magusiak as attorney-in-fact
  to execute in the name and on behalf of the Company and any
  such person, individually and in each capacity stated below,
  any such amendments to this registration statement.
  
   Pursuant to the requirements of the Securities Act,
  this registration statement has been signed by the following
  persons in the capacities and on the date indicated.
  
  
  Signature                 Title                           Date
  ---------                 -----                           ----
  
  Richard M. Frank     Chairman of the Board of Directors,
                       Chief Executive Officer
                       and Director (Principal Executive Officer) 
                                                            September 27, 1996
  
  Michael H. Magusiak  
                       President and Director   
                                                            September 27, 1996
  
  Larry G. Page   
                       Executive Vice President, Chief
                       Financial Officer and Treasurer             
                       (Principal Financial and Accounting
                       Officer)  
                                                            September 27, 1996
  
  Anthony J. Gumbiner  
                       Director  
                                                            September 27, 1996
  
  Brian M. Troup  
                       Director  
                                                            September 27, 1996
  
  J. Thomas Talbot     
                       Director  
                                                            September 27, 1996
  
  Charles A. Crocco, Jr.    
                       Director  
                                                            September 27, 1996
  
  Robert L. Lynch 
                      Director  
                                                            September 27, 1996
  
  Louis P. Neeb   
                      Director  
                                                            September 27, 1996
  
  Cynthia I. Pharr     
                     Director  
                                                            September 27, 1996
  
  

                             SIGNATURES
  
   Pursuant to the requirements of the Securities Act, the
  registrant certifies that it has reasonable grounds to
  believe that it meets all of the requirements for filing on
  Form S-8 and has duly caused this registration statement to
  be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Irving, State of Texas, on
  September 27, 1996.
  
                  SHOWBIZ PIZZA TIME, INC.
   
                  By:  /s/ MICHAEL H. MAGUSIAK               
                                  Michael H. Magusiak
                                  President
  
  
                      POWER OF ATTORNEY
  
       Each person whose signature appears below hereby
  authorizes Richard M. Frank or Michael H. Magusiak to file
  one or more amendments (including post-effective amendments)
  to this registration statement, which amendments may make
  such changes in this registration statement as each of them
  deems appropriate, and each such person hereby appoints
  Richard M. Frank or Michael H. Magusiak as attorney-in-fact
  to execute in the name and on behalf of the Company and any
  such person, individually and in each capacity stated below,
  any such amendments to this registration statement.
  
    Pursuant to the requirements of the Securities Act, this
  registration statement has been signed by the following
  persons in the capacities and on the date indicated.
  
  Signature                       Title                 Date
  ---------                       -----                 ----
  
  /s/ RICHARD M. FRANK                                       
  Richard M. Frank        
                           Chairman of the Board of Directors,
                           Chief Executive Officer and Director
                           (Principal Executive Officer) 
                                                            September 27, 1996
  
  /s/ MICHAEL H. MAGUSIAK
  Michael H. Magusiak     
                           President and Director   
                                                            September 27, 1996
  
  /s/ LARRY G. PAGE                                          
  Larry G. Page           
                           Executive Vice President, Chief
                           Financial Officer and Treasurer
                           (Principal Financial and Accounting
                           Officer) 
                                                            September 27, 1996
  
  /s/ ANTHONY J. GUMBINER                                    
  Anthony J. Gumbiner     
                            Director  
                                                            September 27, 1996
  
  /s/ BRIAN M. TROUP
  Brian M. Troup          
                            Director
                                                            September 27, 1996
  
  /s/ J. THOMAS TALBOT                                       
  J. Thomas Talbot
                             Director
                                                            September 27, 1996
  
  /s/ CHARLES A. CROCCO, JR.
  Charles A. Crocco, Jr.  
                              Director  
                                                            September 27, 1996
  
  /s/ ROBERT L. LYNCH
  Robert L. Lynch         
                              Director
                                                            September 27, 1996
  
  /s/ LOUIS P. NEEB
  Louis P. Neeb           
                               Director  
                                                            September 27, 1996
  
  /s/ CYNTHIA I. PHARR                                       
  Cynthia I. Pharr
                               Director  
                                                            September 27, 1996
  
  
  
  
                                EXHIBIT INDEX
  
  
  Exhibit No.                  Description               Page
  ----------                   ------------                    -----
  
       5               Opinion of Baker & McKenzie
  
      23.2        Consent of Deloitte & Touche LLP
  
  
  
  
  
                          EXHIBIT 5
  
  
                      September 27, 1996
  
  
  
  
  ShowBiz Pizza Time, Inc.
  4441 West Airport Freeway
  Irving, Texas 75602
  
  Gentlemen:
  
  ShowBiz Pizza Time, Inc., a Kansas corporation (the
  "Company"), intends to file with the Securities and Exchange
  Commission (the "Commission") a registration statement (the
  "Registration Statement") on Form S-8 under the Securities
  Act of 1933, as amended (the "Act").  The Registration
  Statement covers 500,000 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 1988
  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 Common Stock will be legally issued, fully
  paid and nonassessable shares of Common Stock.
  
  This firm consents to the filing of this opinion as an
  exhibit to the Registration Statement.  In giving such
  consent, we do not admit that we come within the category of
  persons whose consent is required by Section 7 of the Act or
  the rules and regulations of the Commission thereunder.
  
                                           Respectfully submitted,
  
                                           /s/ BAKER & MCKENZIE
  
  
  
                          EXHIBIT 23.2
  
  
          CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
  
  



INDEPENDENT AUDITORS CONSENT

Board of Directors and Shareholders
ShowBiz Pizza Time, Inc.
Irving, TX 


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


Deloitte & Touche LLP
Dallas, Texas
September 30, 1996
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14418}]
{"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": "333-13117", "film-number": "96637457"}, "business-address": {"street1": "PO BOX 152077", "street2": "4441 W AIRPORT FREEWAY", "city": "IRVING", "state": "TX", "zip": "75015", "phone": "2142588507"}, "mail-address": {"street1": "PO BOX 152077", "city": "IRVING", "state": "TX", "zip": "75015"}}
As filed with the Securities and Exchange Commission on
  September 30, 1996
  
  Registration No. 333-           
                                                             
  
              SECURITIES AND EXCHANGE COMMISSION
  
                    Washington, D.C. 20549
  
  
                           FORM S-8
  
   REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
  
  
  
                   SHOWBIZ PIZZA TIME, INC.
    (Exact name of registrant as specified in its charter)
  
  
                                Kansas
                      (State or other jurisdiction
                                  of
                           incorporation or
                             organization)
                              48-0905805
                            (I.R.S. Employer
                           Identification No.)
  
  
  
                        4441 West Airport Freeway
                             Irving, Texas
                          (Address of principal
                           executive offices)
                                  75602
                                (Zip Code)
  
   
                            SHOWBIZ PIZZA TIME, INC.
                       1988 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, address, and telephone number,
          including area code, of agent for service)
  
                       with a copy to:
  
                        Alan G. Harvey
                       Baker & McKenzie
                 2001 Ross Avenue, Suite 4500
                     Dallas, Texas 75201
  
  
  
               CALCULATION OF REGISTRATION FEE
  
  Title of securities to be registered (1) / Common Stock,
  $.10 par value
  
  Amount to be registered  / 500,000 shares
  
  Proposed maximum offering price per share / $18.0625
  
  Proposed maximum aggregate offering price / $9,031,250.00
  
  Amount of registration fee / $3,115.00
  
  
  (1)    Shares of common stock of ShowBiz Pizza Time, Inc. (the
           "Company"), $.10 par value per share (the "Common
           Stock"), being registered hereby relate to the ShowBiz
           Pizza Time, Inc. 1988 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 September 27, 1996, as reported on the
           Nasdaq Stock Market.
  
  
  
            THE 500,000 SHARES OF COMMON STOCK BEING
  REGISTERED HEREBY SHALL BE ISSUED UNDER THE PLAN, WHICH WAS
  AMENDED AS OF JUNE 8, 1995, TO INCREASE THE NUMBER OF SHARES
  OF COMMON STOCK AVAILABLE FOR ISSUANCE UNDER THE PLAN. 
  PURSUANT TO INSTRUCTION E OF FORM S-8, THE CONTENTS OF THE
  COMPANY'S REGISTRATION STATEMENTS ON FORM S-8 AS FILED WITH
  SECURITIES AND EXCHANGE COMMISSION ON JUNE 23, 1989
  (REGISTRATION NO. 33-29495), APRIL 3, 1991 (REGISTRATION NO.
  33-39650) AND AUGUST 25, 1993 (REGISTRATION NO. 33-67840)
  ARE INCORPORATED BY REFERENCE.
  
  
                          SIGNATURES
  
    Pursuant to the requirements of the Securities Act, the
  registrant certifies that it has reasonable grounds to
  believe that it meets all of the requirements for filing on
  Form S-8 and has duly caused this registration statement to
  be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Irving, State of Texas, on
  September      , 1996.
  
              SHOWBIZ PIZZA TIME, INC.
  
              BY:-------------------------------
                  Michael H. Magusiak, President
  
  
  
                      POWER OF ATTORNEY
  
   Each person whose signature appears below hereby
  authorizes Richard M. Frank or Michael H. Magusiak to file
  one or more amendments (including post-effective amendments)
  to this registration statement, which amendments may make
  such changes in this registration statement as each of them
  deems appropriate, and each such person hereby appoints
  Richard M. Frank or Michael H. Magusiak as attorney-in-fact
  to execute in the name and on behalf of the Company and any
  such person, individually and in each capacity stated below,
  any such amendments to this registration statement.
  
   Pursuant to the requirements of the Securities Act,
  this registration statement has been signed by the following
  persons in the capacities and on the date indicated.
  
  
  Signature                 Title                           Date
  ---------                 -----                           ----
  
  Richard M. Frank     Chairman of the Board of Directors,
                       Chief Executive Officer
                       and Director (Principal Executive Officer) 
                                                            September 27, 1996
  
  Michael H. Magusiak  
                       President and Director   
                                                            September 27, 1996
  
  Larry G. Page   
                       Executive Vice President, Chief
                       Financial Officer and Treasurer             
                       (Principal Financial and Accounting
                       Officer)  
                                                            September 27, 1996
  
  Anthony J. Gumbiner  
                       Director  
                                                            September 27, 1996
  
  Brian M. Troup  
                       Director  
                                                            September 27, 1996
  
  J. Thomas Talbot     
                       Director  
                                                            September 27, 1996
  
  Charles A. Crocco, Jr.    
                       Director  
                                                            September 27, 1996
  
  Robert L. Lynch 
                      Director  
                                                            September 27, 1996
  
  Louis P. Neeb   
                      Director  
                                                            September 27, 1996
  
  Cynthia I. Pharr     
                     Director  
                                                            September 27, 1996
  
  

                             SIGNATURES
  
   Pursuant to the requirements of the Securities Act, the
  registrant certifies that it has reasonable grounds to
  believe that it meets all of the requirements for filing on
  Form S-8 and has duly caused this registration statement to
  be signed on its behalf by the undersigned, thereunto duly
  authorized, in the City of Irving, State of Texas, on
  September 27, 1996.
  
                  SHOWBIZ PIZZA TIME, INC.
   
                  By:  /s/ MICHAEL H. MAGUSIAK               
                                  Michael H. Magusiak
                                  President
  
  
                      POWER OF ATTORNEY
  
       Each person whose signature appears below hereby
  authorizes Richard M. Frank or Michael H. Magusiak to file
  one or more amendments (including post-effective amendments)
  to this registration statement, which amendments may make
  such changes in this registration statement as each of them
  deems appropriate, and each such person hereby appoints
  Richard M. Frank or Michael H. Magusiak as attorney-in-fact
  to execute in the name and on behalf of the Company and any
  such person, individually and in each capacity stated below,
  any such amendments to this registration statement.
  
    Pursuant to the requirements of the Securities Act, this
  registration statement has been signed by the following
  persons in the capacities and on the date indicated.
  
  Signature                       Title                 Date
  ---------                       -----                 ----
  
  /s/ RICHARD M. FRANK                                       
  Richard M. Frank        
                           Chairman of the Board of Directors,
                           Chief Executive Officer and Director
                           (Principal Executive Officer) 
                                                            September 27, 1996
  
  /s/ MICHAEL H. MAGUSIAK
  Michael H. Magusiak     
                           President and Director   
                                                            September 27, 1996
  
  /s/ LARRY G. PAGE                                          
  Larry G. Page           
                           Executive Vice President, Chief
                           Financial Officer and Treasurer
                           (Principal Financial and Accounting
                           Officer) 
                                                            September 27, 1996
  
  /s/ ANTHONY J. GUMBINER                                    
  Anthony J. Gumbiner     
                            Director  
                                                            September 27, 1996
  
  /s/ BRIAN M. TROUP
  Brian M. Troup          
                            Director
                                                            September 27, 1996
  
  /s/ J. THOMAS TALBOT                                       
  J. Thomas Talbot
                             Director
                                                            September 27, 1996
  
  /s/ CHARLES A. CROCCO, JR.
  Charles A. Crocco, Jr.  
                              Director  
                                                            September 27, 1996
  
  /s/ ROBERT L. LYNCH
  Robert L. Lynch         
                              Director
                                                            September 27, 1996
  
  /s/ LOUIS P. NEEB
  Louis P. Neeb           
                               Director  
                                                            September 27, 1996
  
  /s/ CYNTHIA I. PHARR                                       
  Cynthia I. Pharr
                               Director  
                                                            September 27, 1996
  
  
  
  
                                EXHIBIT INDEX
  
  
  Exhibit No.                  Description               Page
  ----------                   ------------                    -----
  
       5               Opinion of Baker & McKenzie
  
      23.2        Consent of Deloitte & Touche LLP
  
  
  
  
  
                          EXHIBIT 5
  
  
                      September 27, 1996
  
  
  
  
  ShowBiz Pizza Time, Inc.
  4441 West Airport Freeway
  Irving, Texas 75602
  
  Gentlemen:
  
  ShowBiz Pizza Time, Inc., a Kansas corporation (the
  "Company"), intends to file with the Securities and Exchange
  Commission (the "Commission") a registration statement (the
  "Registration Statement") on Form S-8 under the Securities
  Act of 1933, as amended (the "Act").  The Registration
  Statement covers 500,000 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 1988
  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 Common Stock will be legally issued, fully
  paid and nonassessable shares of Common Stock.
  
  This firm consents to the filing of this opinion as an
  exhibit to the Registration Statement.  In giving such
  consent, we do not admit that we come within the category of
  persons whose consent is required by Section 7 of the Act or
  the rules and regulations of the Commission thereunder.
  
                                           Respectfully submitted,
  
                                           /s/ BAKER & MCKENZIE
  
  
  
                          EXHIBIT 23.2
  
  
          CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
  
  

INDEPENDENT AUDITORS CONSENT

Board of Directors and Shareholders
ShowBiz Pizza Time, Inc.
Irving, TX 

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

Deloitte & Touche LLP
Dallas, Texas
September 30, 1996