FORM 10 - Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedMarch 28,June 27, 2004

OR

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________.

Commission file number1-9444

CEDAR FAIR, L.P.

(Exact name of Registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of

incorporation or organization)

34-1560655

(I.R.S. Employer

Identification No.)

One Cedar Point Drive, Sandusky, Ohio 44870-5259

(Address of principal executive offices)

(zip code)

(419) 626-0830

(Registrant's telephone number, including area code)

Title of Class

Depositary Units

(Representing Limited Partner Interests)Interests

Units Outstanding As Of

MayAugust 1, 2004

50,792,26653,337,200

CEDAR FAIR, L.P.

INDEX

FORM 10 - Q

Part I - Financial Information
Item 1.		Financial Statements		3-8
Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations		9-109-11
Item 3.		Quantitative and Qualitative Disclosures About Market Risk		1112
Item 4.		Controls and Procedures		1112
Part II - Other Information
Item 1.		Legal Proceedings		13
Item 2.		Changes in Securities, Use of Proceeds, and Issuer Purchases of Equity Securities		13
Item 3.		Defaults Upon Senior Securities		13
Item 4.		Submission of Matters to a Vote of Security Holders		13
Item 5.		Other Information		13
Item 6.		Exhibits and Reports on Form 8-K		1214
Signatures				1315
Index to Exhibits				1416

PART I - FINANCIAL INFORMATION

ITEM 1. - FINANCIAL STATEMENTS

CEDAR FAIR, L.P.

CONSOLIDATED BALANCE SHEETS

(In thousands)

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

CEDAR FAIR, L.P.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands except per unit amounts)

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

CEDAR FAIR, L.P.

UNAUDITED CONSOLIDATED STATEMENTSSTATEMENT OF CASH FLOWSPARTNERS' EQUITY

(In thousands)thousands except per unit amounts)

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

CEDAR FAIR, L.P.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

CEDAR FAIR, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIODS ENDED MARCH 28,JUNE 27, 2004 AND MARCH 30, 2003.JUNE 29, 2003

The accompanying consolidated financial statements have been prepared from the financial records of Cedar Fair, L.P. (the Partnership) without audit and reflect all adjustments which are, in the opinion of management, necessary to fairly present the results of the interim periods covered in this report.

Due to the highly seasonal nature of the Partnership's amusement and water park operations, the results for any interim period are not indicative of the results to be expected for the full fiscal year. Accordingly, the Partnership has elected to present financial information regarding operations and cash flows for the preceding twelve-month periods ended March 28,June 27, 2004 and March 30,June 29, 2003 to accompany the quarterlythree and six-month results. Because amounts for the twelve months ended March 28,June 27, 2004 include 2003 peak season operating results, they may not be indicative of 2004 full calendar year operations.

(1) Significant Accounting and Reporting Policies:

The Partnership's consolidated financial statements for the periods ended March 28,June 27, 2004 and March 30,June 29, 2003 included in this Form 10-Q report have been prepared in accordance with the accounting policies described in the Notes to Consolidated Financial Statements for the year ended December 31, 2003, which were included in the Form 10-K filed on March 15, 2004. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. These financial statements should be read in conjunction with the financial statements and the notes thereto included in the Form 10-K referred to above.

(2) Interim Reporting:

The Partnership owns and operates sixseven amusement parks: Cedar Point in Sandusky, Ohio; Knott's Berry Farm located near Los Angeles in Buena Park, California; Dorney Park & Wildwater Kingdom near Allentown, Pennsylvania; Geauga Lake near Cleveland, Ohio; Valleyfair near Minneapolis; Worlds of Fun in Kansas City, Missouri; and Michigan's Adventure near Muskegon, Michigan. The Partnership also owns and operates five seasonal water parks, which are located near San Diego and in Palm Springs, California, and adjacent to Cedar Point, Knott's Berry Farm and Worlds of Fun, and operates Camp Snoopy at the Mall of America in Bloomington, Minnesota under a management contract. Virtually all of the Partnership's revenues from its seasonal amusement parks, as well as its water parks and other seasonal resort facilities, are realized during a 130-day operating period beginning in early May, with the major portion concentrated in the third quarter during the peak vacation months of July and August.August . Knott's Berry Farm is open year-r oundyear-round but operates at its lowesthighest level of attendance during the firstthird quarter of the year.year as well.

To assure that these highly seasonal operations will not result in misleading comparisons of current and subsequent interim periods, the Partnership has adopted the following accounting and reporting procedures for its seasonal parks: (a) revenues on multi-day admission tickets are recognized over the estimated number of visits expected for each type of ticket and are adjusted at the end of each seasonal period, (b) depreciation, advertising and certain seasonal operating costs are expensed during each park's operating season, including certain costs incurred prior to the season which are amortized over the season, and (c) all other costs are expensed as incurred or ratably over the entire year.

(3) Contingencies:

The Partnership is a party to a number of lawsuits arising in the normal course of business. In the opinion of management, these matters will not have a material effect in the aggregate on the Partnership's financial statements.

(4) Earnings per Unit:

Net income (loss) per limited partner unit is calculated based on the following unit amounts:

		Three months ended				Twelve months ended
		3/28/04		3/30/03		3/28/04		3/30/03
		(In thousands except per unit amounts)
Basic weighted average units outstanding		50,679		50,575		50,644		50,538
Dilutive effect of unit options		-		-		925		704
Diluted weighted average units outstanding		50,679		50,575		51,569		51,242
Net income (loss) per unit - basic		$ (0.59)		$ (0.62)		$ 1.73		$ 1.46
Net income (loss) per unit - diluted		$ (0.59)		$ (0.62)		$ 1.70		$ 1.44

(5) Subsequent Event:Amendment to Limited Partnership Agreement:

On June 8, 2004, the Partnership obtained the approval from its limited partners of a plan to allow unitholders to elect the board of directors of the general partner. Under the approved plan, the Partnership's former general partner, Cedar Fair Management Company, was replaced and the unitholders elected the members of a staggered board of directors of a new general partner, Cedar Fair Management, Inc. In addition, the partnership agreement was amended to reduce the general partner's interest in the Partnership from 0.1% to 0.001%, and the new general partner was granted the authority to implement a unitholders' rights plan, which would allow the board of directors to resist a change or potential change in control of the Partnership if they deem that it is not in the best interest of all unitholders. The equity interest of the former general partner was redeemed by the Partnership for approximately 114,000 Cedar Fair, L.P. units valued at $3.45 million.

(6) Acquisition:

On April 8, 2004, the Partnership completed the acquisition of Six Flags Worlds of Adventure, located near Cleveland, Ohio, from Six Flags, Inc., in a cash transaction valued at $144.3 million. The transaction involved the acquisition of substantially all of the assets of the park, including the adjacent hotel and campground, but excluded all animals located at the park, all personal property assets directly related to those animals, the use of the name "Six Flags" and the intellectual property related to that name, and the license to use Warner Bros. characters, all of which were retained by Six Flags. Cedar FairThe Partnership assumed the complete operations and management of the park as of April 9, 2004 and has renamed the park "Geauga Lake." The transaction was financed with $75 million of term debt borrowings at a fixed rate of 4.72% and an average term of nine years, and the balance through the Partnership's revolving credit agreement with a group of banks, which was expandedbanks.

Geauga Lake's assets, liabilities and results of operations since April 9, 2004 are included in the accompanying consolidated financial statements. The acquisition has been accounted for as a purchase, and accordingly the purchase price has been preliminarily allocated to $230 million total capacity.property and equipment ($144.2 million), inventories ($1.0 million) and current liabilities ($0.9 million) based upon their estimated fair values at the date of acquisition.

(7) Subsequent Event:

On July 20, 2004, the Partnership completed a follow-on public offering of 2,400,000 limited partner units at $30.00 per unit. The Partnership used the net proceeds from the sale of the units (approximately $68.5 million before any over-allotment) to repay borrowings under its revolving credit facility related to the acquisition of Geauga Lake. The underwriters of the follow-on offering have the option to purchase up to 360,000 more units at $30.00 per unit to cover any over-allotment of units.

Critical Accounting Policies:

Property and Equipment -Buildings, rides and equipment are depreciated over their estimated useful lives on a straight-line basis over each park's operating season. Expenditures made to maintain such assets in their original operating condition are expensed as incurred, and improvements and upgrades are capitalized. The composite method of depreciation is used for groups of assets obtained together in an acquisition.

Self-Insurance Reserves -Reserves are recorded for the estimated amounts of guest and employee claims and expenses incurred each period that are not covered by insurance. These estimates are established based upon historical claims data and third-party estimates of settlement costs for incurred claims. These reserves are periodically reviewed for changes in these factors and adjustments are made to assure their adequacy.

Revenue Recognition -Revenues on multi-day admission tickets are recognized over the estimated number of visits expected for each type of ticket, and are adjusted at the end of each seasonal period. All other revenues are recognized on a daily basis based on actual guest spending at our facilities, or over the park operating season in the case of certain marina dockage revenues.

Results of Operations:

FirstSecond Quarter -

Operating results forResults in the firstsecond quarter include normal off-seasonwere negatively impacted by cool temperatures and frequent rainfall in the Midwest throughout much of May and June, as well as the timing of the 2004 operating maintenance and administrative expenses at our five seasonal amusement parks and five water parks, and daily operations at Knott's Berry Farm,calendar, which is open year-round. Netshifted several operating days from the second to the third quarter. The second quarter was also significantly impacted by the addition of Geauga Lake, which was acquired in April 2004. For the quarter, consolidated net revenues for the first quarter of 2004 increaseddecreased slightly to $23.2$145.0 million from $21.5$145.2 million in 2003, due primarily to higher early-seasonon a 1% decrease in combined attendance and a 2% increase in average in-park guest per capita spending. Over this same period, out-of-park revenues, including resort hotels, decreased 4% between years. Excluding operations at Knott's Berry Farm compared to last year's first quarter, due to improved weather. OperationsGeauga Lake, net revenues in the first quarter of 2004 were only impacted by six days of rain, compareddecreased 5% to nine$138.1 million, on an 8% decrease in 2003, including five days on which the park was forced to close early.combined attendance and a 3% increase in average in-park guest per capita spending.

Excluding depreciation and other non-cash charges, total operating costs and expenses for the quarter increased 3%5% to $42.5$105.0 million from $100.4 million in 2003, due to the acquisition of Geauga Lake. Excluding operations at Geauga Lake, total cash operating costs and expenses for the quarter decreased 5% to $95.4 million, due in large part to fewer operating days in the timing of advertising programs at Knott's Berry Farm.period. After depreciation and a $1.3$1.0 million non-cash charge for unit options, operating costs and expenses totaled $47.3 millionincome for the period compareddecreased to $45.8$22.9 million from $27.6 million a year ago, due primarily to Geauga Lake's operating loss of $4.5 million. On a same-park basis, operating income in 2003.the quarter decreased only slightly to $27.4 million.

In 2002,the 2004 second quarter, we recordedrecognized a $7.6non-cash credit of $1.6 million non-cash charge in other expense related tofor the change in fair value of two of our interest rate swap agreements that could not be designated as effective hedges under the applicable accounting rules. In the 2004 first quarter, we recognized a non-cash credit of $863,000 for the change in fair value of the swap agreements during the period, compared with an expensea credit of $185,000$469,000 in the same period a year ago. The remaining swap liability balance of the original non-cash charges (totaling $4.0approximately $2.5 million at the end of the first quarter)second quarter will reverse into income over the next fourthree quarters as the swaps continue to serve the purpose of leveling cash interest costs through their maturity in the first quarter of 2005.

After the non-cash credit, and interest expense and provision for taxes, both of which were downcomparable between years, net income for the quarter was $13.2 million, or $0.25 per diluted limited partner unit, compared to net income of $16.7 million, or $0.33 per unit, a year ago. Excluding the impact of Geauga Lake, net income in the quarter would have increased $2.3 million over the prior year to $19.0 million, or $0.37 per unit.

Six Months Ended June 27, 2004 -

During the first half of 2004, inclement weather in the Midwest, as well as the late timing of the operating calendar, negatively impacted results at several of our parks. For the six months ended June 27, 2004, net revenues increased 1% to $168.2 million from $166.7 million for the six-month period ended June 29, 2003, on a 2% increase in average in-park guest per capita spending, offset somewhat by a slight decrease in combined attendance and a 2% decrease in out-of-park revenues. Excluding the contribution of Geauga Lake, net revenues in the period decreased 3% to $161.3 million, on a 6% decrease in combined attendance and a 3% increase in average in-park guest per capita spending.

Through the first six months of the year, our operating costs and expenses, before depreciation and other non-cash charges, increased 4% to $147.5 million, due primarily to the acquisition of Geauga Lake. On a same-park basis, cash operating costs and expenses for the first six months of the year decreased 3% to $137.9 million, due to a strong emphasis on expense controls at each of the parks, as well as fewer operating days in the period. After depreciation and a $2.3 million non-cash charge for unit option expense, the operating loss for the period was $1.2 million, compared to an operating profit of $3.2 million in 2003. Excluding the impact of Geauga Lake, operating profit for the first six months of the year would have increased slightly to $3.4 million.

We recognized a non-cash credit of $2.5 million for the change in fair value of our swap agreements during the six-month period, compared with a credit of $284,000 in the same period a year ago. After this non-cash credit, and after interest expense and provision for taxes, both of which were comparable between years, our net loss for the periodfirst six months of the year was $29.9$16.7 million, or $0.59$0.33 per diluted limited partner unit, compared to a net loss of $31.5$14.8 million, or $0.62$0.29 per unit, for the same period a year ago. Excluding the impact of Geauga Lake, our net loss through for the first six months of the year would have decreased to $10.9 million, or $0.21 per unit.

Twelve Months Ended March 28,July 2004 -

In July, weather conditions began to improve at most of our seasonal parks as temperatures and rainfall returned closer to normal levels. For the twelve months ended March 28, 2004, which included actual 2003 peak season operating results, netmonth, combined attendance at our properties, including the newly acquired Geauga Lake, increased 5% over last year, average in-park guest per capita spending increased 4%, and out-of-park revenues increased 7%. Excluding the impact of Geauga Lake, combined attendance in July was down 2% to $511.7 millionbetween years, average in-park guest per capita spending was up 4%, and out-of-park revenues were up 5%. Overall, combined revenues in July were up 9% between years, or up 2% on a same-park basis.

Through the end of July, combined attendance at our twelve properties was up 5% from $500.4 million2003, average in-park guest per capita spending was up 3%, and out-of-park revenues were up 2%. Excluding results from Geauga Lake, combined attendance through the first seven months of the year was down 2%, average in-park guest per capita spending was up 3% for the twelve months ended March 30, 2003, which included actual 2002 peak season operating results. Over this same period, operating costs and expenses,out-of-park revenues were up 1%.

Adjusted EBITDA -

We believe that adjusted EBITDA (earnings before depreciation and other non-cash charges, increased to $335.4 million from $330.8 million. Afterinterest, taxes, depreciation, and all other non-cash charges,items) is a meaningful measure of park-level operating profitability because we use it for measuring returns on capital investments, evaluating potential acquisitions, determining awards under incentive compensation plans, and calculating compliance with certain loan covenants. For the second quarter and six-month periods, adjusted EBITDA decreased $4.8 million and $4.3 million, respectively, due to the shortfall in attendance caused by poor weather during the periods, as well as fewer operating days caused by the late timing of the operating calendar. In addition, Geauga Lake generated an adjusted EBITDA loss of $2.7 million, which was primarily the result of start-up costs and weak early-season attendance.

Adjusted EBITDA is provided here as a supplemental measure of our operating results and is not intended to be a substitute for operating income, net income or cash flows from operating activities as defined under generally accepted accounting principles. In addition, adjusted EBITDA may not be comparable to similarly titled measures of other companies. The table below sets forth a reconciliation of adjusted EBITDA to net income for the period increased to $125.4 million from $122.7 million,three and net income increased to $87.5 million, or $1.70 per diluted unit, from $73.9 million, or $1.44 per unit, a year ago.six-month periods ended June 27, 2004 and June 29, 2003.

		Three months ended				Six months ended
		6/27/04		6/29/03		6/27/04		6/29/03
		(In thousands)
Adjusted EBITDA		$ 39,981		$ 44,830		$ 20,676		$ 24,966
Depreciation and amortization		16,104		15,443		19,547		18,661
Non-cash unit option expense		983		1,835		2,320		3,078
Operating income (loss)		22,894		27,552		(1,191)		3,227
Interest expense		6,362		6,422		12,154		12,359
Other (income) expense		(1,594)		(469)		(2,457)		(284)
Provision for taxes		4,947		4,907		5,818		5,994
Net income (loss)		$ 13,179		$ 16,692		$ (16,706)		$ (14,842)

Liquidity and Capital Resources:

We ended the firstsecond quarter of 2004 in sound financial condition in terms of both liquidity and cash flow. The negative working capital ratio of 3.22.2 at March 28,June 27, 2004 is the result of our highly seasonal business and careful management of cash flow to reduce borrowings. Receivables and inventories are at normal seasonal levels and credit facilities are in place to fund current liabilities and pre-opening expenses.liabilities.

At the end of the quarter, we had $330$405 million of fixed-rate term debt, with staggered maturities ranging from 2004 to 2018, as well as a $180$230 million revolving credit facility, which is available through March 2007. Borrowings under the revolving credit facility totaled $100.6$180 million as of March 28,June 27, 2004. Of the total term debt, $20 million is scheduled to mature within the next twelve months.

On July 20, 2004, we completed a follow-on public offering of 2,400,000 limited partner units at $30.00 per unit. We used the net proceeds from the sale of the units of approximately $68.5 million to repay borrowings incurred in the Geauga Lake acquisition under our revolving credit facility, and at the same time, reduced the credit facility back to its original capacity of $180 million.

We have converted $100 million of our fixed-rate term debt to variable rates through the use of several interest rate swap agreements. The fair market value of these swaps, which have been designated as fair value hedges on long-term debt, was a net assetliability of $5.1$2.3 million at March 28,June 27, 2004, and has been reflected on the balance sheet in "Intangibles and other assets""Other Liabilities" with a corresponding increasedecrease to "Term debt."

On April 8, 2004, we completed the acquisition of Six Flags Worlds of Adventure, located near Cleveland, Ohio, from Six Flags, Inc., in a cash transaction valued at $144.3 million. The transaction was financed with $75 million of term debt borrowings at a fixed rate of 4.72% and an average term of nine years, and the balance through our revolving credit agreement, which was expanded to $230 million of total capacity. We intend to enter the equity market later this year to complete the permanent funding of the acquisition and reduce the level of debt incurred in the acquisition.

Credit facilities and cash flow from operations are expected to be adequate to meet seasonal working capital needs, planned capital expenditures and regular quarterly cash distributions for the foreseeable future.

Off Balance Sheet Arrangements:

We have no significant off-balance sheet financing arrangements.

Forward Looking Statements

Some of the statements contained in this report, including the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section, constitute forward-looking statements. These statements may involve risks and uncertainties that could cause actual results to differ materially from those described in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Important factors, including general economic conditions, competition for consumers' leisure time and spending, adverse weather conditions, unanticipated construction delays, equity market conditions,the absence of historical operating experience at Geauga Lake, and other factors could affect attendance at our parks and cause actual results to differ materially from our expectations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks from fluctuations in interest rates and, from time to time, currency exchange rates on imported rides and equipment. The objective of our financial risk management is to reduce the potential negative impact of interest rate and foreign currency exchange rate fluctuations to acceptable levels. We do not acquire market risk sensitive instruments for trading purposes.

We are party to two interest rate swap agreements that convert $100 million of revolving credit borrowings to fixed-rate obligations averaging 5.82% for a period of 11 more months.through February 2005. In addition, we have converted $100 million of our term debt to variable rates averaging LIBOR plus 0.64% through the use of several swap agreements for a period of 6-15 years. As of March 28,June 27, 2004, of our outstanding long-term debt, $330.0$405 million represents fixed rate debt and $100.6$180 million represents variable-rate debt. A hypothetical one percentage point increase in the applicable interest rates on our variable-rate debt would increase annual interest expense by approximately $1.0 million as of March 28,June 27, 2004.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls -

The Partnership maintains a system of controls and procedures designed to provide reasonable assurance as to the reliability of the financial statements and other disclosures included in this report. As of March 28,June 27, 2004, the Partnership has evaluated the effectiveness of the design and operation of its disclosure controls and procedures under supervision of management, including the Partnership's Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Partnership's disclosure controls and procedures are effective in timely alerting them to material information required to be included in the Partnership's periodic Securities and Exchange Commission filings. No significant changes were made to the Partnership's internal controls or other factors that could significantly affect these controls subsequent to the date of their evaluation.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS - None

ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES

See Item 4 below.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

A special meeting of the limited partners of Cedar Fair, L.P. was held on June 8, 2004. At the meeting, the unitholders of the Partnership took the following actions:

1. Approved an amendment to the partnership agreement that installed a new general partner of Cedar Fair, L.P.; reduced the 0.1% interest of the general partner in the Partnership to 0.001% and increased the aggregate interests of the unitholders from 99.9% to 99.999%; and authorized a procedure by which the unitholders will meet annually to elect the Board of Directors of the new general partner. The vote was 35,203,658 for the proposal, 617,557 against, with 520,650 abstentions and 14,342,890 non-votes.
2. Approved an amendment to the partnership agreement that permits the general partner to issue units or rights to acquire units at a price that is more or less than the market price of the units at the time of issuance; and authorizes the general partner to amend the partnership agreement to implement the terms and conditions of any such rights issued by the general partner. The vote was 29,795,697 for the proposal, 5,905,142 against, with 445,244 abstentions and 14,538,672 non-votes.
3. Elected the following individuals to the Board of Directors of the new general partner, with votes as indicated opposite each director's name:

ITEM 5. OTHER INFORMATION - None

ItemITEM 6. Exhibits and Reports on FormEXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

Exhibit (2)(3)	Asset PurchaseFifth Amended and Restated Agreement betweenof Limited Partnership of Cedar Fair, L.P. and Six Flags, Inc., Funtime, Inc., Aurora Campground, Inc., Ohio Campgrounds Inc., and Ohio Hotel LLC, dated April 8, 2004. Incorporated herein by reference to Exhibit 2A to the Registrant's Form 8-K filed on April 23,Proxy Statement dated March 22, 2004.
Exhibit (10)	Amended and Restated Note Purchase and Private Shelf Agreement dated as of April 7, 2004, among Cedar Fair, L.P. and Knott's Berry Farm as co-issuers, and Prudential Investment Management, Inc. and affiliated companies as purchasers. Incorporated herein by reference to Exhibit 10 to the Registrant's Form 8-K filed on April 23, 2004.
Exhibit (10.1)	Credit Agreement dated as of April 8, 2004 among Cedar Fair, L.P., Cedar Fair, Magnum Management Corporation and Knott's Berry Farm as co-borrowers, and KeyBank National Association, Bank One, NA, National City Bank, Wachovia Bank, National Association, Fifth Third Bank, Comerica Bank, and UMB Bank, N.A. as lenders. Incorporated herein by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on April 23, 2004.
Exhibit (31.1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit (31.2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit (32.1)	Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CEDAR FAIR, L.P.

(Registrant)

By Cedar Fair Management, CompanyInc.

General Partner

INDEX TO EXHIBITS

* IncorporatedIncorporate herein by reference: see Item 6(a).