Item 2.02. Results of Operations and Financial Condition.

On April 30, 2009, CEC Entertainment, Inc. (the "Company") issued a press release announcing financial results for the first quarter ended March 29, 2009.

The information furnished in this Item 2.02 - "Results of Operations and Financial Condition" of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 shall not be deemed "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the annual meeting of stockholders of the Company held on April 28, 2009, the Company's stockholders approved an amendment to the CEC Entertainment, Inc. 2004 Restricted Stock Plan (the "Plan") which, among other things, added 400,000 shares to the maximum number of shares that may be issued under the Plan and allowing for the award of restricted stock units under the Plan. The material terms and conditions of the Plan and the amendment were described in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 17, 2009, under the section describing Proposal 2 on pages 44 through 46 of the proxy statement.

Attached hereto as Exhibit 10.1 is a complete copy of the Plan, as amended and restated, which is also incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Exhibit Number Description 10.1 CEC Entertainment, Inc. Amended and Restated 2004 Restricted Stock Plan 99.1 Press Release of CEC Entertainment, Inc. dated April 30, 2009

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