UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.

FORM 10-Q

(Mark One)

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended December 28, 2003

OR

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from __________ to __________

Commission file number 0-22639

CHAMPPS ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)	04-3370491 (I.R.S. Employer Identification No.)
10375 Park Meadows Drive, Suite 560, Littleton, Colorado (Address of principal executive offices)	80124 (Zip Code)

(303) 804-1333
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes X No ___

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes X No ___

Number of shares of Common Stock, $.01 par value, outstanding at February 2, 2004: 12,797,983 (excluding 471, 588 shares held in our treasury).

CHAMPPS ENTERTAINMENT, INC.

INDEX

PART I –FINANCIAL INFORMATION


Item 1. Financial Statements:
Consolidated Balance Sheets as of December 28, 2003 and June 29, 2003				1
Consolidated Statements of Operations – Three and Six Months Ended December 28, 2003
and December 29, 2002				2
Consolidated Statement of Shareholders´ Equity – Six Months Ended December 28, 2003				3
Consolidated Statements of Cash Flows – Six Months Ended December 28, 2003 and
December 29, 2002				4
Notes to Unaudited Consolidated Financial Statements – Three and Six Months Ended
December 28, 2003 and December 29, 2002				5
Item 2. Management´s Discussion and Analysis of Financial Condition and Results of Operations				13
Item 3. Quantitative and Qualitative Disclosures about Market Risk				27
Item 4. Controls and Procedures				27

PART II - OTHER INFORMATION


Item 1. Legal Proceedings				28
Item 2. Changes in Securities and Use of Proceeds				28
Item 3. Defaults upon Senior Securities				28
Item 4. Submission of Matters to a Vote of Security Holders				28
Item 5. Other Information				28
Item 6. Exhibits and Reports on Form 8-K				29

PART I – FINANCIAL INFORMATION

ITEM 1. Financial Statements

CHAMPPS ENTERTAINMENT, INC.
CONSOLIDATED BALANCE SHEETS
As of December 28, 2003 and June 29, 2003
(In thousands except share data)
(Unaudited)

	December 28, 2003			June 29, 2003
ASSETS
Current assets:
Cash and cash equivalents	$	9,804		$	5,055
Restricted cash		681			741
Accounts receivable		5,613			2,669
Inventories		4,161			3,594
Prepaid expenses and other current assets (Note 7)		8,208			6,066
Deferred tax asset		2,450			2,000

Total current assets		30,917			20,125
Property and equipment, net		89,239			83,613
Goodwill		5,069			5,069
Deferred tax asset		21,615			22,675
Other assets, net (Note 8)		2,254			2,467

Total assets	$	149,094		$	133,949

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	6,101		$	5,403
Accrued expenses (Notes 4 and 9)		13,900			9,750
Current portion of capital lease obligations		489			528
Current portion of notes payable (Note 6)		2,126			1,244

Total current liabilities		22,616			16,925
Capital lease obligations, net of current portion		384			635
Notes payable, net of current portion (Note 6)		29,012			26,143
Other long-term liabilities (Notes 4 and 9)		21,261			17,501

Total liabilities		73,273			61,204

Commitments and contingencies (Note 4)
Shareholders' equity:
Preferred stock ($.01 par value per share; authorized 5,000,000 shares;
none issued)		-			-
Common stock ($.01 par value per share; authorized 30,000,000
shares; 13,260,665 and 13,235,638 shares issued at December 28, 2003
and June 29, 2003, respectively)		133			132
Additional paid-in capital		90,234			89,816
Accumulated deficit		(10,963	)		(13,620	)
Treasury stock, at cost (471,588 shares)		(3,583	)		(3,583	)

Total shareholders' equity		75,821			72,745

Total liabilities and shareholders' equity	$	149,094		$	133,949

See accompanying notes to unaudited consolidated financial statements.

CHAMPPS ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
Three and Six Months Ended December 28, 2003 and December 29, 2002
(In thousands except per share data)
(Unaudited)

	Three Months Ended				Six Months Ended
	December 28, 2003		December 29, 2002		December 28, 2003		December 29, 2002
Revenue
Sales	$	54,667	$	46,389	$	103,414	$	87,721
Franchising and royalty, net		144		149		282		297

Total revenue		54,811		46,538		103,696		88,018

Costs and expenses
Restaurant operating expenses:
Product costs		15,173		12,908		28,883		24,439
Labor costs		17,260		14,487		33,324		28,043
Other operating expenses		8,247		7,268		15,998		13,711
Occupancy		4,633		3,888		9,078		7,606
Depreciation and amortization		2,398		1,896		4,583		3,663

Total restaurant operating expenses		47,711		40,447		91,866		77,462

Restaurant operating and franchise contribution		7,100		6,091		11,830		10,556
General and administrative expenses		2,754		2,544		5,209		4,849
Pre-opening expenses		756		849		1,595		1,552
Other (income) expense		50		150		83		201

Income from operations		3,540		2,548		4,943		3,954
Other (income) expense:
Interest expense and income, net		599		415		1,148		811
Expenses related to predecessor companies		166		-		205		-
Debt extinguishment costs		-		290		-		290

Income before income taxes		2,775		1,843		3,590		2,853
Income tax expense		722		75		933		113

Net income	$	2,053	$	1,768	$	2,657	$	2,740

Basic income per share (Note 3):	$	0.16	$	0.14	$	0.21	$	0.22

Diluted income per share (Note 3):	$	0.16	$	0.14	$	0.21	$	0.21

Basic weighted average shares outstanding		12,787		12,497		12,780		12,349

Diluted weighted average shares outstanding		12,941		13,089		12,901		13,004

See accompanying notes to unaudited consolidated financial statements.

CHAMPPS ENTERTAINMENT, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
Six Months Ended December 28, 2003
(In thousands except share data)
(Unaudited)

	Common Stock										Treasury Stock
	Shares		Amount		Additional Paid-in Capital			Accumulated Deficit			Shares		Amount			Total Shareholders' Equity
Balance, June 29, 2003		13,235,638	$	132	$	89,816		$	(13,620	)		471,588	$	(3,583	)	$	72,745
Common shares issued		25,027		1		104			-			-		-			105
Interest on loan for exercise of stock
options		-		-		(2	)		-			-		-			(2	)
Repayment of loan for exercise of
stock options (Note 10)		-		-		316			-			-		-			316
Net income		-		-		-			2,657			-		-			2,657

Balance, December 28, 2003		13,260,665	$	133	$	90,234		$	(10,963	)		471,588	$	(3,583	)	$	75,821

See accompanying notes to unaudited consolidated financial statements.

CHAMPPS ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended December 28, 2003 and December 29, 2002
(In thousands)
(Unaudited)

	December 28, 2003			December 29, 2002
Cash flows from operating activities:
Net income	$	2,657		$	2,740
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization (Note 5)		4,758			3,881
Amortization of notes payable discount		100			8
Loss on disposal of assets		83			211
Income tax benefit of stock options exercised		-			656
Interest on loan for exercise of stock options		(2	)		(19	)
Deferred income tax expense		610			(654	)
Changes in assets and liabilities:
Accounts receivable		(311	)		294
Inventories		(567	)		(307	)
Prepaid expenses and other current assets		(2,142	)		(1,799	)
Accounts payable		698			(65	)
Accrued expenses		4,150			723
Other assets		189			88
Other long-term liabilities		(290	)		(428	)

Net cash provided by operating activities		9,933			5,329

Cash flows from investing activities:
Purchase of property and equipment		(10,468	)		(10,516	)
Proceeds from disposal of assets		25			-
Restricted cash balances		60			343
Repayment of loan for exercise of stock options (Note 10)		316			350

Net cash used in investing activities		(10,067	)

UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.