FORM 10 - Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended~~March 27,~~June 26, 2005

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

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)

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes No X.

Title of Class

Units Representing

Limited Partner Interests

Units Outstanding As Of

~~May~~August 1, 2005

~~53,588,200~~53,718,174

CEDAR FAIR, L.P.

INDEX

FORM 10 - Q

Part I - Financial Information

Item 1.

Financial Statements

~~3-8~~3-9

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

~~9-10~~10-12
Item 3.

Quantitative and Qualitative Disclosures About Market Risk

1113
Item 4.

Controls and Procedures

1113

Part II - Other Information

Item 1.

Legal Proceedings

1214

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

1214

Item 3.

Defaults Upon Senior Securities

1214

Item 4.

Submission of Matters to a Vote of Security Holders

1214

Item 5.

Other Information

1214

Item 6.

Exhibits

1214

Signatures

1315

Index to Exhibits

1416

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

3/27/05
12/31/04
ASSETS
Current Assets:
Cash
$ 4,600
$ 3,353
Receivables
2,868
4,766
Inventories
22,121
17,632
Prepaids and other current assets
9,109
7,209
38,698
32,960
Property and Equipment:
Land
174,143
174,143
Land improvements
153,523
153,498
Buildings
298,076
298,037
Rides and equipment
671,362
671,830
Construction in progress
35,911
20,470
1,333,015
1,317,978
Less accumulated depreciation
(372,247)
(371,007)
960,768
946,971
Intangibles and other assets, net
21,291
13,277
$ 1,020,757
$ 993,208
LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
Current maturities of long-term debt
$ 20,000
$ 20,000
Accounts payable
31,644
21,708
Distribution payable to partners
24,630
24,066
Accrued interest
3,283
6,857
Accrued taxes
9,513
17,832
Accrued salaries, wages and benefits
9,688
13,751
Self-insurance reserves
13,227
14,258
Other accrued liabilities
2,641
3,045
114,626
121,517
Accrued Taxes
62,489
52,438
Other Liabilities
4,346
6,686
Long-Term Debt:
Revolving credit loans
151,350
75,400
Term debt
364,911
366,684
516,261
442,084
Partners' Equity:
Special L.P. interests
5,290
5,290
General partner
-
-
Limited partners, 53,542 and 53,480 units outstanding at
March 27, 2005 and December 31, 2004, respectively
317,745
365,193
323,035
370,483
$ 1,020,757
$ 993,208

		6/26/05	12/31/04
	ASSETS
Current Assets:
	Cash	$ 18,834	$ 3,353
	Receivables	16,997	4,766
	Inventories	28,698	17,632
	Prepaids and other current assets	9,345	7,209
		73,874	32,960
Property and Equipment:
	Land	174,230	174,143
	Land improvements	161,434	153,498
	Buildings	306,048	298,037
	Rides and equipment	714,872	671,830
	Construction in progress	5,200	20,470
		1,361,784	1,317,978
	Less accumulated depreciation	(389,584)	(371,007)
		972,200	946,971
Intangibles and other assets, net		26,713	13,277
		$ 1,072,787	$ 993,208
	LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
	Current maturities of long-term debt	$ 20,000	$ 20,000
	Accounts payable	57,360	21,708
	Distribution payable to partners	24,696	24,066
	Accrued interest	6,953	6,857
	Accrued taxes	14,240	17,832
	Accrued salaries, wages and benefits	14,554	13,751
	Self-insurance reserves	13,881	14,258
	Other accrued liabilities	6,078	3,045
		157,762	121,517

Accrued Taxes		62,489	52,438
Other Liabilities		4,991	6,686

Long-Term Debt:
	Revolving credit loans	168,000	75,400
	Term debt	368,872	366,684
		536,872	442,084
Partners' Equity:
	Special L.P. interests	5,290	5,290
	General partner	-	-
	Limited partners, 53,686 and 53,480 units outstanding at
	June 26, 2005 and December 31, 2004, respectively	305,383	365,193
		310,673	370,483
		$ 1,072,787	$ 993,208

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

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per unit amounts)

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		Six months ended		Twelve months ended
			6/26/05	6/27/04	6/26/05	6/27/04	6/26/05	6/27/04
				(As restated,		(As restated,
				see Note 5)		see Note 5)
Net revenues:
	Admissions		$ 73,964	$ 71,151	$ 82,145	$ 80,203	$ 278,703	$ 260,974
	Food, merchandise and games		60,444	60,029	71,678	71,506	211,432	201,221
	Accommodations and other		14,444	13,821	19,830	16,502	57,279	49,278
			148,852	145,001	173,653	168,211	547,414	511,473

Costs and expenses:
	Cost of food, merchandise
	and games revenues		16,047	15,777	19,563	19,257	57,027	53,172
	Operating expenses		71,576	69,465	107,281	100,351	248,992	220,623
	Selling, general and adminstrative		21,318	19,778	29,934	27,927	72,178	66,261
	Non-cash unit option expense
	(substantially all selling, general
	and administrative)		64	983	1,019	2,320	3,197	5,107
	Depreciation and amortization		17,486	16,104	20,940	19,547	52,083	45,579
			126,491	122,107	178,737	169,402	433,477	390,742

Operating income (loss)			22,361	22,894	(5,084)	(1,191)	113,937	120,731
Interest expense			6,848	6,362	13,349	12,154	26,458	23,865
Other (income)			-	(1,594)	(459)	(2,457)	(2,465)	(4,900)

Income (loss) before taxes			15,513	18,126	(17,974)	(10,888)	89,944	101,766
Provision (credit) for taxes			3,243	3,257	(5,680)	(5,222)	18,257	17,742

Net income (loss)			12,270	14,869	(12,294)	(5,666)	71,687	84,024
Net income (loss) allocated to
	general partner		-	(3)	-	(33)	1	68
Net income (loss) allocated to
	limited partners		$ 12,270	$ 14,872	$ (12,294)	$ (5,633)	$ 71,686	$ 83,956

Basic earnings per limited partner unit:
	Weighted average limited partner
		units outstanding	53,619	50,810	53,555	50,746	53,341	50,691
	Net income (loss) per limited
		partner unit	$ 0.23	$ 0.29	$ (0.23)	$ (0.11)	$ 1.34	$ 1.66

Diluted earnings per limited partner unit:
	Weighted average limited partner
		units outstanding	54,917	51,981	53,555	50,746	54,668	51,739
	Net income (loss) per limited
		partner unit	$ 0.22	$ 0.29	$ (0.23)	$ (0.11)	$ 1.31	$ 1.62

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

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF PARTNERS' EQUITY

FOR THE ~~THREE~~SIX MONTHS ENDED ~~MARCH 27,~~JUNE 26, 2005

(In thousands, except per unit amounts)

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

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

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

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

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

	Limited partnership unit options						Limited partnership unit options
	exercised	39	37	-	-	37	exercised	39	37	-	-	37

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

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

							Net income	-	12,270	-	-	12,270

							Partnership distribution declared
							($0.46 per limited partnership unit)	-	(24,696)	-	-	(24,696)

							Expense recognized for limited
							partnership unit options	-	64	-	-	64

							Limited partnership unit options
							exercised	144	-	-	-	-

Balance at June 26, 2005							Balance at June 26, 2005	53,686	$ 305,383	$ -	$ 5,290	$ 310,673

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

CEDAR FAIR, L.P.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

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		Six months ended		Twelve months ended
					6/26/05	6/27/04	6/26/05	6/27/04	6/26/05	6/27/04
						(As restated,		(As restated,
						see Note 5)		see Note 5)
CASH FLOWS FROM (FOR) OPERATING
		ACTIVITIES
Net income (loss)					$ 12,270	$ 14,869	$ 12,294	$ (5,666)	$ 71,687	$ 84,024
Adjustments to reconcile net income (loss) to net
	cash from operating activities
		Depreciation and amortization			17,486	16,104	20,940	19,547	52,083	45,579
		Non-cash unit option expense			64	983	1,019	2,320	3,197	5,107
		Other non-cash (income)			-	(1,594)	(459)	(2,457)	(2,465)	(4,900)
		Change in assets and liabilities, net of effects from
		acquisition:
			(Increase) in inventories		(6,577)	(7,273)	(11,066)	(11,150)	(1,595)	(1,822)
			(Increase) in current and other assets		(16,064)	(17,753)	(25,899)	(26,918)	(1,110)	(4,655)
			Increase in accounts payable		25,716	19,900	35,652	31,183	4,482	6,806
			Increase in accrued taxes		4,727	3,825	6,459	4,614	14,580	9,317
			Increase (decrease) in self-insurance reserves		654	555	(377)	326	2,654	848
			Increase (decrease) in other current liabilities		11,973	11,885	3,932	7,416	(2,461)	5,917
			Increase (decrease) in other liabilities		734	3,313	(482)	1,983	3,336	342
				Net cash from operating activities	50,983	44,814	17,425	21,198	144,388	146,563

CASH FLOWS FROM (FOR) INVESTING
		ACTIVITIES
Acquisition of Geauga Lake assets					-	(144,269)	-	(144,269)	-	(144,269)
Capital expenditures					(28,769)	(19,950)	(45,885)	(35,808)	(85,955)	(49,570)
				Net cash (for) investing activities	(28,769)	(164,219)	(45,885)	(180,077)	(85,955)	(193,839)

CASH FLOWS FROM (FOR) FINANCING
		ACTIVITIES
Net proceeds from public offering of limited
partnership units					-	-	-	-	73,268	-
Net borrowings (payments) on revolving credit loans					16,650	79,450	92,600	142,250	(12,000)	(24,300)
Term debt borrowings					-	75,000	-	75,000	-	175,000
Term debt payments					-	-	-	-	(20,000)	(10,000)
Distributions paid to partners					(24,630)	(22,844)	(48,696)	(45,163)	(95,684)	(89,763)
Exercise of limited partnership unit options					-	66	37	83	40	107
Cash paid in repurchase of 0.1% general partner
	interest				-	-	-	-	(708)	-
				Net cash from (for) financing activities	(7,980)	131,672	43,941	172,170	(55,084)	51,044

CASH
		Net increase for the period			14,234	12,267	15,481	13,291	3,349	3,768
		Balance, beginning of period			4,600	3,218	3,353	2,194	15,485	11,717
		Balance, end of period			$ 18,834	$ 15,485	$ 18,834	$ 15,485	$ 18,834	$ 15,485

SUPPLEMENTAL INFORMATION
Cash payments for interest expense					$ 3,178	$ 2,869	$ 13,253	$ 11,917	$ 25,363	$ 24,164
Interest capitalized					154	145	354	282	1,286	424
Cash payments for income taxes					1,068	1,185	1,086	1,189	8,729	7,273

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

CEDAR FAIR, L.P.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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~~calendar year. Accordingly, the Partnership has elected to present financial information regarding operations and cash flows for the preceding twelve-month periods ended ~~March 27,~~June 26, 2005 and ~~March 28,~~June 27, 2004 to accompany the ~~quarterly~~three and six-month results. Because amounts for the twelve months ended ~~March 27,~~June 26, 2005 include ~~actual~~ 2004 peak season operating results, they may not be indicative of 2005 full calendar year operations.

(1) Significant Accounting and Reporting Policies:

The Partnership's unaudited condensed consolidated financial statements for the periods ended ~~March 27,~~June 26, 2005 and ~~March 28,~~June 27, 2004 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, 2004, which were included in the Form 10-K filed on March 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~~$2.3 million in non-cash compensation expense was recognized in the ~~three~~six months ended ~~March 27,~~June 26, 2005 and ~~March 28,~~June 27, 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~~SFAS No. 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~~SFAS No. 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~~SFAS No. 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.

(2) Interim Reporting:

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 separate-gated water parks near San Diego and in Palm Springs, California, and adjacent to Cedar Point, Knott's Berry Farm and Worlds of Fun, and the Castaway Bay Indoor Waterpark Resort in 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~~four-month operating period beginning in early May, with the major portion concentrated in the third quarter during the peak vacation months of July and August. Both Castaway Bay and Knott 's Berry Farm are open year-round, but Knott's Berry Farm ~~is open yea r-round but~~ operates at its ~~lowest~~highest level of attendance during the ~~first~~third 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 per limited partner unit is calculated based on the following unit amounts:

	Three months ended		Twelve months ended		Three months ended		Six months ended		Twelve months ended
	3/27/2005	3/28/2004	3/27/2005	3/28/2004	6/26/2005	6/27/2004	6/26/2005	6/27/2004	6/26/2005	6/27/2004
	(In thousands except per unit amounts)				(In thousands except per unit amounts)

Basic weighted average units outstanding
Basic weighted average units
outstanding	53,487	50,679	52,639	50,644	53,619	50,810	53,555	50,746	53,341	50,691
Effect of dilutive units:
Unit options	-	-	1,169	925	1,298	1,171	-	-	1,327	1,048
Phantom units	-	-	160	-

Diluted weighted average units
outstanding	53,487	50,679	53,968	51,569	54,917	51,981	53,555	50,746	54,668	51,739

Net income per unit - basic	$ (0.46)	$ (0.40)	$ 1.41	$ 1.73
Net income (loss) per unit - basic					$ 0.23	$ 0.29	$ (0.23)	$ (0.11)	$ 1.34	$ 1.66

Net income per unit - diluted	$ (0.46)	$ (0.40)	$ 1.38	$ 1.70
Net income (loss) per unit - diluted					$ 0.22	$ 0.29	$ (0.23)	$ (0.11)	$ 1.31	$ 1.62

The effect of unit options and phantom units on the ~~three~~six months ended ~~March 27,~~June 26, 2005 and ~~March 28,~~June 27, 2004, had they not been ~~antidilutive,~~anti-dilutive, would have been ~~1.4~~1.5 million and 1.2 million units, respectively.

(5) Restatement of Unaudited Interim Results:

Management of the Partnership determined during the preparation of the annual financial statements for 2004, and the analysis of deferred tax accounts related thereto, that the Partnership had incorrectly accounted for the provision for income taxes in addressing the tax attributes of its corporate subsidiaries. There was no effect on the provision for taxes or net income in the financial statements included in the 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~~second quarter isand six months ended June 27, 2004 are as set forth below. The amounts for the twelve months ended ~~March 28,~~June 27, 2004 have not been restated as the impact in that period was not material.

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)

	Three Months		Six Months
	Ended June 27, 2004		Ended June 27, 2004
	As Previously	As	As Previously	As
	Reported	Restated	Reported	Restated

Consolidated Statements of Operations
Income (loss) before taxes	$ 18,126	$ 18,126	$ (10,888)	$ (10,888)
Provision (credit) for taxes	4,947	3,257	5,818	(5,222)
Net income (loss)	13,179	14,869	(16,706)	(5,666)
Net income (loss) per limited partner
unit - diluted	$ 0.25	$ 0.29	$ (0.33)	$ (0.11)

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Critical Accounting Policies:

Property and Equipment -Property and equipment are 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 is used for the group of assets acquired as a whole in 1983, as well as for the groups of like assets 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 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.

Results of Operations:

As discussed in Note 5 to the unaudited condensed consolidated financial statements, results for the three and six months ended ~~March 28,~~June 27, 2004 have been restated. This discussion and analysis gives effect to the restatement.

~~First~~Second Quarter -

~~Operating~~For the quarter ended June 27, 2005, consolidated net revenues increased 3% to $148.9 million from $145.0 million in 2004, on a 3% increase in average in-park guest per capita spending and a decrease of 2%, or approximately 62,000 visits, in combined attendance. Over this same period, out-of-park revenues, including resort hotels, increased 8%, or $2.1 million, due primarily to the strong second-quarter results ~~for~~of the ~~first quarter include normal off-season operating, maintenance and administrative expenses at our six seasonal amusement parks and five water parks, and daily operations at Knott's Berry Farm and~~ Castaway Bay ~~which are open year-round. Net revenues for the first quarter of 2005 increased 7% to $24.8 million from $23.2 million, due entirely to the first-quarter contribution of Castaway Bay,~~Indoor Waterpark Resort, which opened in November 2004. ~~The strong performance of~~For the quarter, both occupancy levels and average daily room rates at Castaway Bay improved from a year ago when the property was operated as a Radisson hotel, as did the resort's food, merchandise and games revenues during the period. Castaway Bay's solid performance helped offset ~~a $2.0 million revenue shortfall at Knott's Berry Farm, which was the result of losing approximately 100,000 guest visits~~attendance shortfalls during the ~~period due to record rainfall in Southern California.~~quarter at a few of our seasonal parks, including Cedar Point and Geauga Lake & Wildwater Kingdom.

Excluding depreciation and other non-cash charges, total cash operating costs and expenses for the quarter increased ~~13%~~4% to ~~$47.8~~$108.9 million from ~~$42.5~~$105.0 million in 2004, due primarily to the incremental operating costs of Castaway Bay. After depreciation, a small non-cash charge for unit options and all other non-cash charges, operating income for the quarter decreased to $22.4 million from $22.9 million a year ago.

Included in the 2004 second-quarter net income is a non-cash credit of $1.6 million to account for the change in fair value of two interest rate swap agreements that expired during the first quarter of 2005. As such, there is no similar non-cash credit in the current period. Interest expense for the quarter increased approximately $500,000 to $6.8 million, while the provision for taxes remained relatively flat. The increase in interest expense is primarily attributable to higher short-term rates.

After interest expense, provision for taxes, as restated, and non-cash credits, net income for the period was $12.3 million, or $0.22 per diluted limited partner unit, compared to a net income of $14.9 million, or $0.29 per unit, a year ago.

Six Months Ended June 26, 2005 -

During the first half of 2005, the general weakness of the economy in the Midwest, along with record rainfall in Southern California during the first quarter, negatively impacted results at some of our key parks. For the six months ended June 26, 2005, net revenues increased 3% to $173.7 million from $168.2 million for the six-month period ended June 27, 2004, on a 4% increase in average in-park guest per capita spending, a 20%, or approximately $6.0 million, increase in out-of-park revenues, and a 3% decrease in combined attendance. The 20% increase in out-of-park revenues was driven primarily by the strong performance of Castaway Bay, as well as improved results at our Knott's Berry Farm Resort hotel.

Through the first six months of the year, our operating costs and expenses, before depreciation and other non-cash charges, increased 6%, or $9.3 million, to $156.8 million from $147.5 million in 2004, due to the first quarter costs and expenses of Geauga Lake, which was acquired in April 2004, and the incremental operating costs of Castaway Bay. After depreciation, ~~and~~ a $1.0 million non-cash ~~charge~~unit option expense and all other non-cash charges, the operating loss for ~~unit options,~~the period was $5.1 million, compared to an operating ~~costs and expenses increased $4.9~~loss of $1.2 million ~~to $52.2 million from $47.3~~in 2004.

We recognized a non-cash credit of $459,000 for the change in fair value of swap agreements during the six-month period, compared with a non-cash credit of $2.5 million in 2004. ~~On a same-park basis, operating costs and expenses in~~Interest expense for the six-month period increased ~~3% or~~ $1.2 million ~~due~~ to $13.3 million, while the ~~operations of Castaway Bay.~~provision for taxes increased approximately $460,000 from the same period a year ago.

After interest expense, ~~and~~ provision for taxes, ~~our~~as restated, and non-cash credits, the net loss for the ~~period~~first six months of the year was ~~$24.6~~$12.3 million, or ~~$0.46~~$0.23 per diluted limited partner unit, compared to a net loss of ~~$20.5~~$5.7 million, or ~~$0.40 per unit,~~$0.11 a year ago.

July 2005 -

In July, tough economic conditions in the Midwest continued to be a factor in our operating results and attendance at some of our seasonal amusement parks remained soft. For the month, combined attendance at our twelve parks increased 2% to 3.5 million guests from 3.4 million a year ago. ~~Excluding~~Over the ~~impact~~same period, average in-park guest per capita spending was up 2% and out-of-park revenues were up 8%, or $1.5 million. At the park level, results for July were somewhat mixed, with our resorts and water parks performing well, while some of our amusement parks continued to experience soft attendance. At Knott's Berry Farm, we were unable to recapture any of the early-season attendance shortfall that resulted from the record rainfall in the first-quarter. At Geauga Lake, attendance in July remained below our expectations, but was up 7% from last year as the ~~net loss for the period would have been $20.0 million, or $0.39 per unit.~~park's new water park continued to gain in popularity.

Through the end of July, combined attendance was down only 2%, or approximately 110,000 visits, from last year, while average in-park guest per capita spending was up 3%, and out-of-park revenues were up 15%, or $7.5 million. Overall, combined revenues through the end of July were up almost 4%, or $11.1 million, between years.

~~Twelve Months Ended March 27, 2005~~Adjusted EBITDA -

For the twelve months ended March 27, 2005, which included actual 2004 peak season operating results, net revenues increased 6% to $543.6 million from $511.7 million for the twelve months ended March 28, 2004, which included actual 2003 peak season operating results. Over this same period, operating costs and expenses,We believe that adjusted EBITDA (earnings before depreciation and other non-cash charges, increased to $374.3 million from $335.4 million, due to the addition of Geauga Lake 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~~interest, 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 adjusted EBITDA remained flat compared to the same period last year. For the six-month period, adjusted EBITDA decreased $3.8 million, due primarily to the additional three months of off-season costs at Geauga Lake in 2005.

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 (loss) for the ~~period increased 2% to $127.9 million from $125.4 million,~~three and ~~net income increased $4.8 million to $92.3 million, or $1.77 per diluted unit.~~six-month periods ended June 26, 2005 and June 27, 2004.

Three months ended

Six months ended

6/26/2005

6/27/2004

6/26/2005

6/27/2004

(In thousands)

Adjusted EBITDA

$ 39,911

$ 39,981

$ 16,875

$ 20,676

Depreciation and amortization

17,486

16,104

20,940

19,547

Non-cash unit option expense

64

983

1,019

2,320

Operating income

22,361

22,894

(5,084)

(1,191)

Interest expense

6,848

6,362

13,349

12,154

Other (income)

-

(1,594)

(459)

(2,457)

Provision (credit) for taxes

3,243

3,257

(5,680)

(5,222)

Net income (loss)

$ 12,270

$ 14,869

$ (12,294)

$ (5,666)

Liquidity and Capital Resources:

We ended the ~~first~~second quarter of 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 ~~3.0~~2.1 at ~~March 27,~~June 26, 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, and an additional $30 million uncommitted bank credit facility. Borrowings under the revolving credit facility totaled ~~$151.4~~$168.0 million as of ~~March 27,~~June 26, 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 value of these swaps, which have been designated as fair value hedges on long-term debt, was a net ~~liability~~asset of ~~$89,000~~$3,872 at ~~March 27,~~June 26, 2005, and has been reflected on the balance sheet in ~~"Other liabilities"~~"Intangibles and other assets" with a corresponding ~~decrease~~increase 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.

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~~the Partnership believes that the expectations reflected in such forward-looking statements are reasonable, weit 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 and in-park guest per capita spending at our parks and cause actual results to differ materially from ~~our~~the Partnership's 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 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 27,~~June 26, 2005, of our outstanding long-term debt, $285 million represents fixed rate debt and ~~$251.4~~$268.0 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 $1.7 million as of ~~March 27,~~June 26, 2005.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures -

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 27,~~June 26, 2005, 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.

(b) Changes in Internal Control Over Financial Reporting -

As indicated in the Annual Report on Form 10-K filed on March 16, 2005, management has implemented procedures to separately analyze and account for the tax attributes of the Partnership's corporate subsidiaries on a regular basis beginning in 2005 under SFAS No. 109, "Accounting For Income Taxes." Other than this, noNo significant changes were made during the ~~first~~second quarter of 2005 that have materially affected the Partnership's internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS - None

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS - None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - ~~None~~

The annual meeting of the limited partners of Cedar Fair, L.P. was held on May 12, 2005 to consider and vote upon the election of two Directors of the general partner for a three-year term expiring in 2008. The following individuals were re-elected to the Board of Directors of the general partner, with votes as indicated opposite each director's name:

Nominee
For
Withheld

Darrel Anderson
48,379,786
425,945

David Paradeau
48,161,946
643,785

ITEM 5. OTHER INFORMATION - None

ITEM 6. 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: ~~May 11,~~August 3, 2005	/s/ ~~Bruce A. Jackson~~Peter J. Crage
	~~Bruce A. Jackson~~Peter J. Crage
	Corporate Vice President - Finance
	(Chief Financial Officer)



		/s/ ~~Peter J. Crage~~Brian C. Witherow
		~~Peter J. Crage~~Brian C. Witherow
		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	2817

Exhibit (31.2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	2918

Exhibit (32.1)	Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	3019

Part I - Financial Information

Item 1.	Financial Statements	~~3-8~~3-9

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	~~9-10~~10-12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1113
Item 4.	Controls and Procedures	1113

Part II - Other Information

Item 1.	Legal Proceedings	1214

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1214

Item 3.	Defaults Upon Senior Securities	1214

Item 4.	Submission of Matters to a Vote of Security Holders	1214

Item 5.	Other Information	1214

Item 6.	Exhibits	1214

Signatures		1315

Index to Exhibits		1416

		3/27/05	12/31/04
	ASSETS
Current Assets:
	Cash	$ 4,600	$ 3,353
	Receivables	2,868	4,766
	Inventories	22,121	17,632
	Prepaids and other current assets	9,109	7,209
		38,698	32,960
Property and Equipment:
	Land	174,143	174,143
	Land improvements	153,523	153,498
	Buildings	298,076	298,037
	Rides and equipment	671,362	671,830
	Construction in progress	35,911	20,470
		1,333,015	1,317,978
	Less accumulated depreciation	(372,247)	(371,007)
		960,768	946,971
Intangibles and other assets, net		21,291	13,277
		$ 1,020,757	$ 993,208
	LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
	Current maturities of long-term debt	$ 20,000	$ 20,000
	Accounts payable	31,644	21,708
	Distribution payable to partners	24,630	24,066
	Accrued interest	3,283	6,857
	Accrued taxes	9,513	17,832
	Accrued salaries, wages and benefits	9,688	13,751
	Self-insurance reserves	13,227	14,258
	Other accrued liabilities	2,641	3,045
		114,626	121,517

Accrued Taxes		62,489	52,438
Other Liabilities		4,346	6,686

Long-Term Debt:
	Revolving credit loans	151,350	75,400
	Term debt	364,911	366,684
		516,261	442,084
Partners' Equity:
	Special L.P. interests	5,290	5,290
	General partner	-	-
	Limited partners, 53,542 and 53,480 units outstanding at
	March 27, 2005 and December 31, 2004, respectively	317,745	365,193
		323,035	370,483
		$ 1,020,757	$ 993,208

	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)

Nominee	For	Withheld

Darrel Anderson	48,379,786	425,945
David Paradeau	48,161,946	643,785