Part I - Financial Information

Item 1.	Financial Statements	3-8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	~~9-11~~9-10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1211
Item 4.	Controls and Procedures	1211

Part II - Other Information

Item 1.	Legal Proceedings	1312

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1312

Item 3.	Defaults Upon Senior Securities	1312

Item 4.	Submission of Matters to a Vote of Security Holders	1312

Item 5.	Other Information	1312

Item 6.	Exhibits	1312

Signatures		1413

Index to Exhibits		1514

		(Unaudited)	(Audited)
		9/26/04	12/31/03		3/27/05	12/31/04
	ASSETS			ASSETS
Current Assets:	Current Assets:			Current Assets:
	Cash	$ 9,783	$ 2,194	Cash	$ 4,600	$ 3,353
	Receivables	20,482	6,560	Receivables	2,868	4,766
	Inventories	19,132	14,905	Inventories	22,121	17,632
	Prepaids	3,406	6,118	Prepaids and other current assets	9,109	7,209
		52,803	29,777		38,698	32,960
Property and Equipment:	Property and Equipment:			Property and Equipment:
	Land	174,142	150,144	Land	174,143	174,143
	Land improvements	152,630	131,765	Land improvements	153,523	153,498
	Buildings	289,430	257,102	Buildings	298,076	298,037
	Rides and equipment	643,814	553,927	Rides and equipment	671,362	671,830
	Construction in progress	37,207	10,832	Construction in progress	35,911	20,470
		1,297,223	1,103,770		1,333,015	1,317,978
	Less accumulated depreciation	(364,394)	(326,731)	Less accumulated depreciation	(372,247)	(371,007)
		932,829	777,039		960,768	946,971
Intangibles and other assets		14,369	12,525
		$ 1,000,001	$ 819,341
Intangibles and other assets, net				Intangibles and other assets, net	21,291	13,277
					$ 1,020,757	$ 993,208
	LIABILITIES AND PARTNERS' EQUITY			LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:	Current Liabilities:			Current Liabilities:
	Current maturities of long-term debt	$ 20,000	$ 20,000	Current maturities of long-term debt	$ 20,000	$ 20,000
	Accounts payable	41,006	20,757	Accounts payable	31,644	21,708
	Distribution payable to partners	24,065	22,319	Distribution payable to partners	24,630	24,066
	Accrued interest	3,094	5,621	Accrued interest	3,283	6,857
	Accrued taxes	16,973	15,087	Accrued taxes	9,513	17,832
	Accrued salaries, wages and benefits	20,474	11,406	Accrued salaries, wages and benefits	9,688	13,751
	Self-insurance reserves	13,004	10,901	Self-insurance reserves	13,227	14,258
	Other accrued liabilities	4,095	5,603	Other accrued liabilities	2,641	3,045
		142,711	111,694		114,626	121,517

Accrued Taxes	Accrued Taxes	51,622	42,448	Accrued Taxes	62,489	52,438
Other Liabilities	Other Liabilities	6,239	7,661	Other Liabilities	4,346	6,686

Long-Term Debt:	Long-Term Debt:			Long-Term Debt:
	Revolving credit loans	24,400	37,750	Revolving credit loans	151,350	75,400
	Term debt	367,738	310,897	Term debt	364,911	366,684
		392,138	348,647		516,261	442,084
Partners' Equity:	Partners' Equity:			Partners' Equity:
	Special L.P. interests	5,290	5,290	Special L.P. interests	5,290	5,290
	General partner	1	65	General partner	-	-
	Limited partners, 53,479 and 50,673 units outstanding at			Limited partners, 53,542 and 53,480 units outstanding at
	September 26, 2004 and December 31, 2003, respectively	402,000	303,536	March 27, 2005 and December 31, 2004, respectively	317,745	365,193
		407,291	308,891		323,035	370,483
		$ 1,000,001	$ 819,341		$ 1,020,757	$ 993,208

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

The accompanying Notes to Unaudited Condensed Consolidated Financial Statements are an integral part of this statement.

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

FOR THE PERIODS ENDED ~~SEPTEMBER 26,~~MARCH 27, 2005 AND MARCH 28, 2004 ~~AND SEPTEMBER 28, 2003~~

The accompanying unaudited condensed 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 ~~September 26,~~March 27, 2005 and March 28, 2004 ~~and September 28, 2003~~ to accompany the ~~three and nine-month~~quarterly results. Because amounts for the twelve months ended ~~September 26, 2004~~March 27, 2005 include actual ~~2003 fourth quarter~~2004 peak season operating results, they may not be indicative of ~~2004~~2005 full calendar year operations.

The Partnership's unaudited condensed consolidated financial statements for the periods ended ~~September 26,~~March 27, 2005 and March 28, 2004 ~~and September 28, 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,~~2004, which were included in the Form 10-K filed on March ~~15, 2004.~~16, 2005. 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.

Effective January 1, 2003, the Partnership began to account for unit options under the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation." The Partnership selected the modified prospective method of adoption described in SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure." Approximately $1.0 million and $1.3 million in non-cash compensation expense was recognized in the three months ended March 27, 2005 and March 28, 2004, respectively, which is the same amount that would have been recognized had the provisions of SFAS No. 123 been applied from its original effective date.

Statement 123R was issued in December 2004, requiring that the compensation cost relating to share-based payment transactions be recognized in the financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. Statement 123R covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. Statement 123R replaces SFAS No. 123. The provisions of this Statement become effective for the Partnership on January 1, 2006. The Partnership has not yet determined the impact that this Statement will have on its consolidated financial statements.

The Partnership owns and operates seven 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 & Wildwater Kingdom 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~~separate-gated 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~~Castaway Bay Indoor Waterpark Resort in ~~Bloomington, Minnesota under a management contract.~~Sandusky, Ohio. 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-round~~yea r-round but operates at its ~~highest~~lowest level of attendance during the ~~third~~first quarter of the ~~year as well.~~year.

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.

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.

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

	Three months ended		Nine months ended		Twelve months ended		Three months ended		Twelve months ended
	9/26/2004	9/28/2003	9/26/2004	9/28/2003	9/26/2004	9/28/2003	3/27/2005	3/28/2004	3/27/2005	3/28/2004
	(In thousands except per unit amounts)						(In thousands except per unit amounts)

Basic weighted average units outstanding	Basic weighted average units outstanding						Basic weighted average units outstanding
outstanding	52,779	50,630	50,928	50,604	51,229	50,590	53,487	50,679	52,639	50,644
Effect of dilutive units:
Unit options	1,081	799	1,158	619	1,118	652	-	-	1,169	925
Phantom units							-	-	160	-

Diluted weighted average units
outstanding	53,860	51,429	52,086	51,223	52,347	51,242	53,487	50,679	53,968	51,569

Net income per unit - basic	$ 2.06	$ 2.20	$ 1.81	$ 1.91	$ 1.59	$ 1.65	$ (0.46)	$ (0.40)	$ 1.41	$ 1.73

Net income per unit - diluted	$ 2.02	$ 2.16	$ 1.77	$ 1.88	$ 1.56	$ 1.63	$ (0.46)	$ (0.40)	$ 1.38	$ 1.70

The effect of unit options and phantom units on the three months ended March 27, 2005 and March 28, 2004, had they not been antidilutive, would have been 1.4 million and 1.2 million units, respectively.

~~On April 8, 2004,~~Management of the Partnership ~~completed~~determined during 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 allpreparation 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"annual financial statements for 2004, and the ~~intellectual property~~analysis of deferred tax accounts related tothereto, that name, and the license to use Warner Bros. characters, all of which were retained by Six Flags. The Partnership assumed the complete operations and management of the park as of April 9, 2004 and 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, with the balance initially financed through the Partnership's revolving credit agreement with a group of banks.

~~On July 20, 2004,~~ the Partnership ~~completed a follow-on public offering~~had incorrectly accounted for the provision for income taxes in addressing the tax attributes of ~~2,400,000 limited partner units at $30.00 per unit, and an additional 167,000 units were sold to~~its corporate subsidiaries. There was no effect on the ~~underwriters on August 17, 2004 to cover over-allotments. The Partnership used~~provision for taxes or net income in the ~~net proceeds from the sale of the units (approximately $73.3 million) to repay borrowings under its revolving credit facility principally related to the acquisition of Geauga Lake.~~

~~Geauga Lake's assets, liabilities and results of operations since April 9, 2004 are~~financial statements included in the ~~accompanying consolidated financial statements.~~Partnership's 2004 Form 10-K; however, the impact on a quarterly basis was material due to the seasonality of its operations.

As a result, the Partnership concluded that it should restate its accounting for deferred income taxes as presented in its fiscal 2004 quarters, and the effect of the restatement on the 2004 first quarter is as set forth below. The ~~acquisition has~~amounts for the twelve months ended March 28, 2004 have not been ~~accounted for~~restated as ~~a purchase, and accordingly~~ the purchase price has been preliminarily allocated to 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.impact in that period was not material.

Property and Equipment ~~-Buildings, rides~~-Property and equipment are ~~depreciated over their estimated useful lives on a straight-line basis over each park's operating season.~~recorded at cost. Expenditures made to maintain such assets in their original operating condition are expensed as incurred, and improvements and upgrades are capitalized. Depreciation is computed on a straight-line basis over the estimated useful lives of the assets. The composite method ~~of depreciation~~ is used for the group of assets acquired as a whole in 1983, as well as for the groups of like assets ~~obtained together in an~~of each subsequent business acquisition. The unit method is used for all individual assets purchased.

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.~~as needed.

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.

As discussed in Note 5 to the unaudited condensed consolidated financial statements, results for the three months ended March 28, 2004 have been restated. This discussion and analysis gives effect to the restatement.

~~Results~~Operating results for the ~~third~~first quarter ~~were negatively impacted by unseasonably cool~~include normal off-season operating, maintenance and ~~wet weather throughout much of July and August~~administrative expenses at our six seasonal amusement parks ~~offsetting~~and five water parks, and daily operations at Knott's Berry Farm and Castaway Bay, which are open year-round. Net revenues for the ~~benefit~~first quarter of ~~the 2004 operating calendar, which shifted several operating days~~2005 increased 7% to $24.8 million from ~~the second~~$23.2 million, due entirely to the ~~third quarter. Third quarter results also include operations from Geauga Lake, near Cleveland, Ohio,~~first-quarter contribution of Castaway Bay, which opened in November 2004. The strong performance of Castaway Bay helped offset a $2.0 million revenue shortfall at Knott's Berry Farm, which was ~~acquired~~the result of losing approximately 100,000 guest visits during the period due to record rainfall in early April this year. For the quarter, net revenues increased 8% to $305.6 million from $282.2 million in 2003, on a 5% increase in combined attendance and a 3% increase in average in-park guest per capita spending. Over this same period, out-of-park revenues, including resort hotels, increased 8% between years. Excluding operations at Geauga Lake, net revenues in the quarter increased 3%, on a 1.5% decrease in combined attendance, a 3% increase in average in-park guest per capita spending, and a 6% increase in out-of-park revenues.Southern California.

Excluding depreciation and other non-cash charges, total operating costs and expenses for the quarter increased ~~15%~~13% to ~~$154.9~~$47.8 million from ~~$134.9~~$42.5 million in ~~2003,~~2004, due primarily to the ~~operations of Geauga Lake. Excluding operations at Geauga Lake, total cash operating~~ costs and expenses ~~for the quarter increased 4%, due to having more operating days~~of Geauga Lake, which was acquired in ~~the period.~~April 2004, and Castaway Bay. After depreciation and a ~~$1.1~~$1.0 million non-cash charge for unit options, operating ~~income for the quarter decreased slightly~~costs and expenses increased $4.9 million to ~~$125.2~~$52.2 million from ~~$126.0 million a year ago, due to Geauga Lake's operating loss of $1.8~~$47.3 million in ~~the period.~~2004. On a same-park basis, operating ~~income~~costs and expenses in the period increased ~~1% to $127.0 million.~~

~~In the 2004 third quarter, we recognized a non-cash credit of~~3% or $1.2 million ~~for~~due to the ~~change in fair value~~operations of two interest rate swap agreements during the period, which was comparable to last year's third quarter credit. The remaining swap liability balance of approximately $1.4 million at the end of the third quarter will reverse into income over the next two quarters as the swaps continue to serve the purpose of leveling cash interest costs through their maturity in the first quarter of 2005.Castaway Bay.

After ~~the non-cash credit, and~~ interest expense and provision for ~~partnership~~ taxes, ~~both of which were up between years due to the Geauga Lake acquisition,~~our net ~~income~~loss for the ~~quarter~~period was ~~$108.9~~$24.6 million, or ~~$2.02~~$0.46 per diluted limited partner unit, compared to a net ~~income~~loss of ~~$111.4~~$20.5 million, or ~~$2.16~~$0.40 per unit, a year ago. Excluding the impact of Geauga Lake, the net ~~income in~~loss for the ~~quarter~~period would have ~~increased $0.7 million over the prior year to $112.1~~been $20.0 million, or ~~$2.16~~$0.39 per unit.

~~In spite of inclement weather throughout much of~~For the ~~operating season at most of our seasonal parks, consolidated net revenues for the nine~~twelve months ended ~~September 26,~~March 27, 2005, which included actual 2004 peak season operating results, net revenues increased 6% to ~~$473.8~~$543.6 million from ~~$448.9~~$511.7 million for the ~~nine-month~~twelve months ended March 28, 2004, which included actual 2003 peak season operating results. Over this same period, ended September 28, 2003. This increase was the result of a 3% increase in combined attendance, a 3% increase in average in-park guest per capita spending, and a 3% increase in out-of-park revenues. Excluding the contribution of Geauga Lake, net revenues in the period would have increased only slightly to $451.1 million, on a 3% increase in average in-park guest per capita spending, a 2% increase in out-of-park revenues, and a 3% decrease in combined attendance.

~~Through the first nine months of the year, our~~ operating costs and expenses, before depreciation and other non-cash charges, increased to ~~$302.4~~$374.3 million from ~~$276.6~~$335.4 million, last year, due primarily to the acquisition of Geauga Lake. On a same-park basis, cash operating costs and expenses for the first nine months of the year increased only slightly to $278.4 million, due to a continued emphasis on expense controls at each of the parks. After depreciation and a $3.4 million non-cash charge for unit option expense, operating income decreased to $124.0 million from $129.2 million in 2003, due to Geauga Lake's operating loss of $6.3 million in the period. On a same-park basis, operating income for the nine-month period increased slightly to $130.3 million.

We recognized a non-cash credit of $3.6 million for the change in fair value of our swap agreements during the nine-month period, compared with a credit of $1.4 million in the same period a year ago. After this non-cash credit, and after interest expense and provision for partnership taxes, both of which were up somewhat between years due to the addition of Geauga Lake ~~our~~and Castaway Bay, and net income decreased to $74.3 million, or $1.38 per diluted unit, from $87.5 million, or $1.70 per unit, in the prior period.

On a same-park basis, net revenues increased $7.4 million, or 1%, to $519.1 million for the twelve months ended March 27, 2005. After depreciation and all other non-cash charges, operating income for the ~~first nine months of the year decreased~~period increased 2% to ~~$92.2~~$127.9 million from $125.4 million, and net income increased $4.8 million to $92.3 million, or $1.77 per diluted limited partner unit, from $96.6 million, or $1.88 per unit, for the same period a year ago. Excluding the impact of Geauga Lake, our net income for the first nine months of the year would have increased $4.7 million to $101.3 million, or $1.97 per unit.

In October, our operating results benefited from improved weather and an extra weekend of operations at several of our parks. For the month, combined attendance increased 9% over last year, and average in-park guest per capita spending increased 3%. Excluding operations at Geauga Lake, combined October attendance was still up 4% between years and average in-park guest per capita spending was also up 4%.

We believe that adjusted EBITDA (earnings before interest, taxes, depreciation, and other non-cash 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 third quarter, adjusted EBITDA increased $3.4 million, or 2%, to $150.7 million, due in part to the addition of Geauga Lake, as well as the increase in average in-park guest per capita spending and each park's ability to control its operating costs in the period. Excluding the contribution of Geauga Lake, adjusted EBITDA would have increased 1% for the quarter. Through the first nine months of the year, adjusted EBITDA decreased to $171.4 million from $172.3 million in the same period a year ago. This small decrease resulted from essentially flat results on a same-park basis and an adjusted EBITDA loss of $ 1.3 million generated at Geauga Lake due to poor attendance during the period subsequent to its acquisition.

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 three and nine-month periods ended September 26, 2004 and September 28, 2003.

We ended the ~~third~~first quarter of ~~2004~~2005 in sound financial condition in terms of both liquidity and cash flow. The negative working capital ratio (current liabilities divided by current assets) of ~~2.7~~3.0 at ~~September 26, 2004~~March 27, 2005 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.

At the end of the quarter, we had $385 million of fixed-rate term debt, with staggered maturities ranging from 2005 to 2018, as well as a $180 million revolving credit facility, which is available through March ~~2007.~~2007, and an additional $30 million uncommitted bank credit facility. Borrowings under the revolving credit facility totaled ~~$24.4~~$151.4 million as of ~~September 26, 2004.~~March 27, 2005. Of the total term debt, $20 million is scheduled to mature within the next twelve months.

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 ~~asset~~liability of ~~$2.7 million~~$89,000 at ~~September 26, 2004,~~March 27, 2005, and has been reflected on the balance sheet in ~~"Intangibles and other assets"~~"Other liabilities" with a corresponding ~~increase~~decrease to "Term debt."

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

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, the absence of historical operating experience at Geauga Lake & Wildwater Kingdom, and other factors could affect attendance at our parks and cause actual results to differ materially from our expectations.

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 variable-rate borrowings to fixed-rate obligations averaging 5.82% 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 ~~September 26, 2004,~~March 27, 2005, of our outstanding long-term debt, ~~$385~~$285 million represents fixed rate debt and ~~$24.4~~$251.4 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 ~~$1.2~~$1.7 million as of ~~September 26, 2004.~~March 27, 2005.

On October 5, 2004, the Partnership issued 89,172 units of limited partner interest to our former general partner, Cedar Fair Management Company (CFMC), for distribution to its shareholders and certain other executives of CFMC that had an interest as shareholder equivalents in CFMC. These units were issued as part of the restructuring plan that was approved by the Partnership's limited partners in June 2004. The offer, sale and issuance of the units were deemed to be exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act, because the issuance of units to the recipients did not involve a public offering.

~~Exhibits:~~

Exhibit (10.1)

Amendment No. 3 dated March 27, 2005 to the Credit Agreement dated as of December 22, 2003 among Cedar Fair, L.P. and Subsidiaries as co-borrowers, and KeyBank National Association and six other banks as lenders.

Exhibit (10.2)

Amendment to the 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.
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, Inc.

General Partner

Date: ~~November 5, 2004~~May 11, 2005	/s/ Bruce A. Jackson
	Bruce A. Jackson
	Corporate Vice President - Finance
	(Chief Financial Officer)



		/s/ Peter J. Crage
		Peter J. Crage
		Vice President and Corporate Controller
		(Chief Accounting Officer)

INDEX TO EXHIBITS

		Page Number

Exhibit (10.1)	Amendment No. 3 dated March 27, 2005 to the Credit Agreement dated as of December 22, 2003 among Cedar Fair, L.P. and Subsidiaries as co-borrowers, and KeyBank National Association and six other banks as lenders.	15

Exhibit (10.2)	Amendment to the 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.	22

Exhibit (31.1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	1628

Exhibit (31.2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	1729

Exhibit (32.1)	Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	1830

			Three months ended		Twelve months ended
			3/27/05	3/28/04	3/27/05	3/28/04
				(As restated,
				see Note 5)
Net revenues:
	Admissions		$ 8,181	$ 9,052	$ 275,890	$ 260,252
	Food, merchandise and games		11,234	11,477	211,017	201,348
	Accommodations and other		5,386	2,681	56,656	50,087
			24,801	23,210	543,563	511,687

Costs and expenses:
	Cost of food, merchandise
	and games revenues		3,516	3,480	56,757	52,931
	Operating expenses		35,705	30,886	246,881	216,439
	Selling, general and administrative		8,616	8,149	70,638	66,051
	Non-cash unit option expense
		(substantially all selling, general
		and administrative)	955	1,337	4,116	5,959
	Depreciation and amortization		3,454	3,443	50,701	44,918
			52,246	47,295	429,093	386,298

Operating income (loss)			(27,445)	(24,085)	114,470	125,389
Interest expense			6,501	5,792	25,972	23,925
Other (income)			(459)	(863)	(4,059)	(3,775)

Income (loss) before taxes			(33,487)	(29,014)	92,557	105,239
Provision (credit) for taxes			(8,923)	(8,479)	18,271	17,702

Net income (loss)			(24,564)	(20,535)	74,286	87,537
Net income (loss) allocated to
	general partner		-	(30)	(2)	88
Net income (loss) allocated to
	limited partners		$ (24,564)	$(20,505)	$ 74,288	$ 87,449

Basic earnings per limited partner unit:
	Weighted average limited partner
		units outstanding	53,487	50,679	52,639	50,644
	Net income (loss) per limited
		partner unit	$ (0.46)	$ (0.40)	$ 1.41	$ 1.73

Diluted earnings per limited partner unit:
	Weighted average limited partner
		units outstanding	53,487	50,679	53,968	51,569
	Net income (loss) per limited
		partner unit	$ (0.46)	$ (0.40)	$ 1.38	$ 1.70

			Three months ended		Nine months ended		Twelve months ended
			9/26/04	9/28/03	9/26/04	9/28/03	9/26/04	9/28/03

Net revenues:
	Admissions		$ 159,870	$ 148,705	$ 240,073	$ 227,382	$ 272,139	$ 257,797
	Food, merchandise and games		113,849	104,760	185,355	175,722	210,310	199,267
	Accommodations and other		31,883	28,747	48,385	45,822	52,414	49,695
			305,602	282,212	473,813	448,926	534,863	506,759

Costs and expenses:
	Cost of food, merchandise
	and games revenues		29,226	26,359	48,483	45,223	56,039	52,335
	Operating expenses		94,959	80,660	195,310	177,220	234,922	215,565
	Selling, general and adminstrative		30,718	27,850	58,645	54,174	69,129	64,297
	Non-cash unit option expense		1,088	1,282	3,408	4,360	4,913	5,395
	Depreciation and amortization		24,425	20,091	43,972	38,752	49,913	44,022
			180,416	156,242	349,818	319,729	414,916	381,614

Operating income			125,186	125,970	123,995	129,197	119,947	125,145
Interest expense			7,105	6,056	19,259	18,415	24,914	24,443
Other (income)			(1,175)	(1,163)	(3,632)	(1,447)	(4,912)	(633)

Income before taxes			119,256	121,077	108,368	112,229	99,945	101,335
Provision for taxes			10,383	9,650	16,201	15,644	18,475	17,823

Net income			108,873	111,427	92,167	96,585	81,470	83,512
Net income (loss) allocated to
	general partner		1	111	(32)	97	(43)	84
Net income allocated to
	limited partners		$ 108,872	$ 111,316	$ 92,199	$ 96,488	$ 81,513	$ 83,428

Basic earnings per limited partner unit:
	Weighted average limited partner
		units outstanding	52,779	50,630	50,928	50,604	51,229	50,590
	Net income per limited
		partner unit	$ 2.06	$ 2.20	$ 1.81	$ 1.91	$ 1.59	$ 1.65

Diluted earnings per limited partner unit:
	Weighted average limited partner
		units outstanding	53,860	51,429	52,086	51,223	52,347	51,242
	Net income per limited
		partner unit	$ 2.02	$ 2.16	$ 1.77	$ 1.88	$ 1.56	$ 1.63

CEDAR FAIR, L.P.
UNAUDITED CONSOLIDATED STATEMENT OF PARTNERS' EQUITY
(In thousands, except per unit amounts)



		Special	General	Limited	Total
		L.P.	Partner's	Partners'	Partners'
		Interests	Equity	Equity	Equity

Balance at December 31, 2003		$ 5,290	$ 65	$ 303,536	$ 308,891

	Net (loss)	-	(30)	(29,855)	(29,885)

	Partnership distribution declared
	($0.45 per limited partnership unit)	-	(23)	(22,821)	(22,844)

	Expense recognized for limited partnership unit options	-	-	1,337	1,337

	Limited partnership unit options exercised	-	-	17	17

Balance at March 28, 2004		5,290	12	252,214	257,516

	Net income (loss)	-	(3)	13,182	13,179

	Repurchase 0.1% general partner interest	-	(9)	(3,441)	(3,450)

	Issuance of L.P. units to repurchase 0.1% general
	partner interest	-	-	3,450	3,450

	Partnership distribution declared
	($0.45 per limited partnership unit)	-	-	(22,922)	(22,922)

	Expense recognized for limited partnership unit options	-	-	983	983

	Limited partnership unit options exercised	-	-	66	66

Balance at June 27, 2004		5,290	-	243,532	248,822

	Net income	-	1	108,872	108,873

	Partnership distribution declared
	($0.45 per limited partnership unit)	-	-	(24,065)	(24,065)

	Net proceeds from sale of 2,567,000 limited
	partnership units	-	-	73,278	73,278

	Adjustment of limited partnership units issued to
	repurchase 0.1% general partner interest	-	-	(708)	(708)

	Expense recognized for limited partnership unit options	-	-	1,088	1,088

	Limited partnership unit options exercised	-	-	3	3

Balance at September 26, 2004		$ 5,290	$ 1	$ 402,000	$ 407,291

		Limited
		Partner	Limited	General	Special	Total
		Units	Partners'	Partner's	L.P.	Partners'
		Outstanding	Equity	Equity	Interests	Equity

Balance at December 31, 2004		53,480	$ 365,193	$ -	$ 5,290	$ 370,483

	Net (loss)	-	(24,564)	-	-	(24,564)

	Partnership distribution declared
	($0.46 per limited partnership unit)	-	(24,630)	-	-	(24,630)

	Expense recognized for limited
	partnership unit options	-	955	-	-	955

	Limited partnership unit options
	exercised	39	37	-	-	37

	Issuance of limited partner units
	as compensation	23	754	-	-	754

Balance at March 27, 2005		53,542	$ 317,745	$ -	$ 5,290	$ 323,035

					Three months ended		Twelve months ended
					3/27/05	3/28/04	3/27/05	3/28/04
						(As restated,
						see Note 5)
CASH FLOWS FROM (FOR) OPERATING
		ACTIVITIES
Net income (loss)					$ (24,564)	$ (20,535)	$ 74,286	$ 87,537
Adjustments to reconcile net income (loss) to net
	cash from (for) operating activities:
		Depreciation and amortization			3,454	3,443	50,701	44,918
		Non-cash unit option expense			955	1,337	4,116	5,959
		Other non-cash (income)			(459)	(863)	(4,059)	(3,775)
		Change in assets and liabilities, net of effects
		from acquisition:
			(Increase) decrease in inventories		(4,489)	(3,877)	(3,339)	31
			(Increase) in current and other assets		(9,835)	(9,165)	(517)	(955)
			Increase (decrease) in accounts payable		9,936	11,283	(396)	(1,040)
			Increase in accrued taxes		1,732	789	13,678	9,260
			Increase (decrease) in self-insurance reserves		(1,031)	(229)	2,555	602
			Increase (decrease) in other current liabilities		(8,041)	(4,469)	(2,549)	8,766
			Increase (decrease) in other liabilities		(1,216)	(1,330)	3,633	(2,763)
				Net cash from (for) operating activities	(33,558)	(23,616)	138,109	148,540

CASH FLOWS FROM (FOR) INVESTING
		ACTIVITIES
Acquisition of Geauga Lake assets					-	-	(144,269)	-
Capital expenditures					(17,116)	(15,858)	(77,026)	(41,673)
				Net cash (for) investing activities	(17,116)	(15,858)	(221,295)	(41,673)

CASH FLOWS FROM (FOR) FINANCING
		ACTIVITIES
Acquisition of Geauga Lake assets:
	Net proceeds from public offering of limited
		partnership units			-	-	73,268	-
	Term debt borrowings				-	-	75,000	-
Net borrowings (payments) on revolving credit loans					75,950	62,800	50,800	(107,600)
Term debt borrowings					-	-	-	100,000
Term debt repayments					-	-	(20,000)	(10,000)
Distributions paid to partners					(24,066)	(22,319)	(93,898)	(89,207)
Exercise of limited partnership unit options					37	17	106	422
Cash paid in repurchase of 0.1% general partner
	interest				-	-	(708)	-
				Net cash from (for) financing activities	51,921	40,498	84,568	(106,385)

CASH
		Net increase for the period			1,247	1,024	1,382	482
		Balance, beginning of period			3,353	2,194	3,218	2,736
		Balance, end of period			$ 4,600	$ 3,218	$ 4,600	$ 3,218

SUPPLEMENTAL INFORMATION
Cash payments for interest expense					$ 10,075	$ 9,048	$ 25,054	$ 23,638
Interest capitalized					200	137	1,277	469
Cash payments for income taxes					18	4	8,846	7,190

	Three Months
	Ended March 28, 2004
		As Previously Reported	As Restated
Consolidated Statements of Operations
Income (loss) before taxes		$ (29,014)	$ (29,014)
Provision (credit) for taxes		871	(8,479)
Net income (loss)		(29,885)	(20,535)
Net income (loss) per limited partner
unit - basic and diluted		$ (0.59)	$ (0.40)