Part I - Financial Information

Item 1.	Financial Statements	3-8

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	~~9-12~~9-10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1311
Item 4.	Controls and Procedures	1311

Part II - Other Information

Item 1.	Legal Proceedings	1412

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1412

Item 3.	Defaults Upon Senior Securities	1412

Item 4.	Submission of Matters to a Vote of Security Holders	1412

Item 5.	Other Information	1412

Item 6.	Exhibits	1412

Signatures		1513

Index to Exhibits		1614


		9/25/05	12/31/04		3/26/06	12/31/05
	ASSETS			ASSETS
Current Assets:	Current Assets:			Current Assets:
	Cash	$ 8,647	$ 3,353	Cash	$ 4,533	$ 4,421
	Receivables	22,199	4,766	Receivables	3,550	7,259
	Inventories	20,359	17,632	Inventories	23,500	17,678
	Prepaids and other current assets	6,992	7,209	Prepaids and other current assets	11,464	11,252
		58,197	32,960		43,047	40,610
Property and Equipment:	Property and Equipment:			Property and Equipment:
	Land	174,081	174,143	Land	174,081	174,081
	Land improvements	163,086	153,498	Land improvements	163,856	163,952
	Buildings	307,682	298,037	Buildings	308,959	308,748
	Rides and equipment	716,006	671,830	Rides and equipment	711,125	714,862
	Construction in progress	10,055	20,470	Construction in progress	37,291	23,434
		1,370,910	1,317,978		1,395,312	1,385,077
	Less accumulated depreciation	(411,859)	(371,007)	Less accumulated depreciation	(416,810)	(417,821)
		959,051	946,971		978,502	967,256
Intangibles and other assets, net	Intangibles and other assets, net	11,578	13,277	Intangibles and other assets, net	16,337	16,928
		$ 1,028,826	$ 993,208		$ 1,037,886	$ 1,024,794

	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	$ 40,000	$ 20,000
	Accounts payable	41,042	21,708	Accounts payable	19,098	16,590
	Distribution payable to partners	24,731	24,066	Distribution payable to partners	25,337	24,747
	Accrued interest	4,053	6,857	Deferred revenue	15,545	10,794
	Accrued taxes	17,327	17,832	Accrued interest	4,187	6,698
	Accrued salaries, wages and benefits	21,537	13,751	Accrued taxes	11,395	21,395
	Self-insurance reserves	14,350	14,258	Accrued salaries, wages and benefits	11,726	14,021
	Other accrued liabilities	3,685	3,045	Self-insurance reserves	13,790	14,386
		146,725	121,517	Other accrued liabilities	1,840	2,102
					142,918	130,733
Accrued Taxes		-	52,438

Other Liabilities	Other Liabilities	8,199	6,686	Other Liabilities	7,656	8,977

Long-Term Debt:	Long-Term Debt:			Long-Term Debt:
	Revolving credit loans	72,500	75,400	Revolving credit loans	179,600	105,850
	Term debt	345,000	366,684	Term debt	325,000	345,000
		417,500	442,084		504,600	450,850
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	-	General partner	1	1
	Limited partners, 53,763 and 53,480 units outstanding at			Limited partners, 53,908 and 53,797 units outstanding at
	September 25, 2005 and December 31, 2004, respectively	451,111	365,193	March 26, 2006 and December 31, 2005, respectively	377,421	428,943
		456,402	370,483		382,712	434,234
		$ 1,028,826	$ 993,208		$ 1,037,886	$ 1,024,794

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


			Three months ended		Nine months ended		Twelve months ended
			9/25/05	9/26/04	9/25/05	9/26/04	9/25/05	9/26/04			Three months ended		Twelve months ended
				(As restated,		(As restated,					3/26/06	3/27/05	3/26/06	3/27/05
				see Note 5)		see Note 5)
Net revenues:	Net revenues:								Net revenues:
	Admissions		$166,912	$ 159,870	$ 249,057	$ 240,073	$ 285,745	$ 272,139	Admissions		$ 8,519	$ 8,181	$ 292,746	$ 275,890
	Food, merchandise and games		117,094	113,849	188,772	185,355	214,677	210,310	Food, merchandise and games		11,782	11,234	219,642	211,017
	Accommodations and other		33,019	31,883	52,849	48,385	58,415	52,414	Accommodations and other		3,644	5,386	55,463	56,656
			317,025	305,602	490,678	473,813	558,837	534,863			23,945	24,801	567,851	543,563

Costs and expenses:	Costs and expenses:								Costs and expenses:
	Cost of food, merchandise								Cost of food, merchandise
	and games revenues		29,874	29,226	49,437	48,483	57,675	56,039	and games revenues		3,624	3,516	57,714	56,757
	Operating expenses		92,916	94,959	200,197	195,310	246,949	234,922	Operating expenses		36,068	35,705	244,006	246,881
	Selling, general and adminstrative		29,900	30,718	59,834	58,645	71,360	69,129	Selling, general and administrative		8,473	9,571	73,273	74,754
	Non-cash unit option expense								Depreciation and amortization		3,474	3,454	55,785	50,701
	(substantially all selling, general										51,639	52,246	430,778	429,093
	and administrative)		60	1,088	1,079	3,408	2,169	4,913
	Depreciation and amortization		28,102	24,425	49,042	43,972	55,760	49,913
			180,852	180,416	359,589	349,818	433,913	414,916

Operating income			136,173	125,186	131,089	123,995	124,924	119,947
Operating income (loss)									Operating income (loss)		(27,694)	(27,445)	137,073	114,470
Interest expense	Interest expense		6,464	7,105	19,813	19,259	25,817	24,914	Interest expense		7,201	6,501	26,905	25,972
Other (income)	Other (income)		-	(1,175)	(459)	(3,632)	(1,290)	(4,912)	Other (income)		-	(459)	-	(4,059)

Income before taxes			129,709	119,256	111,735	108,368	100,397	99,945
Income (loss) before taxes									Income (loss) before taxes		(34,895)	(33,487)	110,168	92,557
Provision (credit) for taxes	Provision (credit) for taxes		(41,122)	27,533	(46,802)	22,311	(50,398)	18,475	Provision (credit) for taxes		(8,391)	(8,923)	(48,744)	18,271

Net income			170,831	91,723	158,537	86,057	150,795	81,470
Net income (loss)									Net income (loss)		(26,504)	(24,564)	158,912	74,286
Net income (loss) allocated to	Net income (loss) allocated to								Net income (loss) allocated to
	general partner		2	1	2	(32)	2	(43)	general partner		-	-	2	(2)
Net income allocated to
Net income (loss) allocated to									Net income (loss) allocated to
	limited partners		$170,829	$ 91,722	$ 158,535	$ 86,089	$ 150,793	$ 81,513	limited partners		$ (26,504)	$ (24,564)	$ 158,910	$ 74,288

Basic earnings per limited partner unit:	Basic earnings per limited partner unit:								Basic earnings per limited partner unit:
	Weighted average limited partner								Weighted average limited partner
		units outstanding	53,737	52,779	53,617	50,928	53,581	51,229		units outstanding	53,853	53,487	53,745	52,639
	Net income per limited								Net income (loss) per limited
		partner unit	$ 3.18	$ 1.74	$ 2.96	$ 1.69	$ 2.81	$ 1.59		partner unit	$ (0.49)	$ (0.46)	$ 2.96	$ 1.41

Diluted earnings per limited partner unit:	Diluted earnings per limited partner unit:								Diluted earnings per limited partner unit:
	Weighted average limited partner								Weighted average limited partner
		units outstanding	54,994	53,860	54,943	52,086	54,915	52,347		units outstanding	53,853	53,487	54,931	53,968
	Net income per limited								Net income (loss) per limited
		partner unit	$ 3.11	$ 1.70	$ 2.89	$ 1.65	$ 2.75	$ 1.56		partner unit	$ (0.49)	$ (0.46)	$ 2.89	$ 1.38

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 25,~~MARCH 26, 2006 AND MARCH 27, 2005 ~~AND SEPTEMBER 26, 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 ~~calendar~~fiscal year. Accordingly, the Partnership has elected to present financial information regarding operations and cash flows for the preceding twelve-month periods ended ~~September 25,~~March 26, 2006 and March 27, 2005 ~~and September 26, 2004~~ to accompany the ~~three and nine-month~~quarterly results. Because amounts for the twelve months ended ~~September 25,~~March 26, 2006 include actual 2005 ~~include 2004 fourth quarter~~peak season operating results, they may not be indicative of ~~2005~~2006 full calendar year operations.

The Partnership's unaudited condensed consolidated financial statements for the periods ended ~~September 25,~~March 26, 2006 and March 27, 2005 ~~and September 26, 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,~~2005, which were included in the Form 10-K filed on March ~~16, 2005.~~14, 2006. 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~~The Partnership ~~began to account~~has been recording expense for ~~unit options~~equity-based compensation under ~~the fair value recognition provisions of~~ Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based ~~Compensation.~~Compensation," ~~The~~since January 1, 2003. Effective January 1, 2006, the Partnership ~~selected~~adopted SFAS No. 123(R), "Share-Based Payment," which is a revision of SFAS No. 123. Generally, the ~~modified prospective method of adoption~~approach in SFAS No. 123(R) is similar to the fair value approach described in SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure." Approximately $1.1 million and $3.4 million in non-cash compensation expense was recognized in the nine months ended September 25, 2005 and September 26, 2004, respectively, which is the same amount that would have been recognized had the provisions123. The adoption of SFAS No. ~~123 been applied from its original effective date.~~

~~SFAS No.~~ 123(R) ~~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~~did not have a material impact on the fair value of the equity or liability instruments issued. SFAS No. 123(R) 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. SFAS No. 123(R) 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 itsPartnership's consolidated financial statements. Non-cash unit option expense, previously reported as a separate item in the statements of operations, has been reclassified to selling, general and administrative expenses.

Certain prior year balances have been reclassified to conform to current year presentation.

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; Valleyfair near Minneapolis/St. Paul, Minnesota; Worlds of Fun in Kansas City, Missouri; Geauga Lake & Wildwater Kingdom near Cleveland, Ohio; ~~Valleyfair near Minneapolis, Minnesota; Worlds of Fun in Kansas City, Missouri;~~ and Michigan's Adventure near Muskegon, Michigan. The Partnership also owns and operates separate-gated outdoor 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 outdoor water parks and other seasonal resort facilities, are realized during a ~~four-month~~130 to 140-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. Both Castaway ~~Ba y~~Bay and Knott's Berry Farm are open year-round, but Knott's ~~Berry Farm~~ operates at its ~~highest~~lowest level of attendance ~~from July through October as well.~~during the first quarter of the 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:

~~Management~~The effect of ~~the Partnership determined during the preparation of the annual financial statements for 2004,~~unit options 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 effectphantom units 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 third quarter and ninethree months ended ~~September~~March 26, ~~2004 are as set forth below. The amounts for the twelve months ended September 26, 2004 have~~2006 and March 27, 2005, had they not been ~~restated as the impact in that period was not material.~~antidilutive, would have been 1.0 million and 1.4 million units, respectively.

We generate our revenues primarily from sales of (1) admission to our parks, (2) food, merchandise and games inside our parks, and (3) hotel rooms, food and other attractions outside our parks. Our principal costs and expenses, which include salaries and wages, advertising, maintenance, operating supplies, utilities and insurance, are relatively fixed and do not vary significantly with attendance. The fixed nature of these costs makes attendance a key factor in the profitability of each park.

A substantial portion of our revenues from our seasonal amusement parks, as well as our water parks and other seasonal resort facilities, are realized during a 130 to 140-day operating period beginning in early May and extending into October, with the major portion concentrated in the third quarter during the peak vacation months of July and August. Castaway Bay and Knott's Berry Farm are our only year-round properties, but Knott's Berry Farm operates at its highest level of attendance from July through October as well. As a result, we have historically generated all of our net income during the second and third quarters of each year and incurred losses during the first and fourth quarters.

This management's discussion and analysis is based upon our unaudited condensed consolidated financial statements, which were prepared in accordance with accounting principles generally accepted in the United States of America. These principles require us to make estimates and assumptions during the normal course of business that affect the reported amounts in the unaudited condensed consolidated financial statements. Actual results could differ significantly from those estimates under different assumptions and conditions. The following discussion addresses our critical accounting policies, which are those that are most important to the portrayal of our financial condition and operating results and involve a higher degree of judgment and complexity ~~(see~~(See Note 2 to our Consolidated Financial Statements for the year ended December 31, ~~2004,~~2005, as included in the Form 10-K filed on March ~~16, 2005,~~14, 2006, for a complete discussion of our significant 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.

~~As discussed in Note 5 to the unaudited condensed consolidated financial statements,~~First Quarter -

Operating results for the ~~three~~first quarter include normal off-season operating, maintenance and ~~nine months ended September 26, 2004 have been restated. This discussion~~administrative expenses at our six seasonal amusement parks and ~~analysis gives effect to the restatement.~~

For the quarter ended September 25, 2005, consolidated net revenues increased 4% to $317.0 million from $305.6 million in 2004, on a 1% increase, or approximately 61,000 visits, in combined attendance, a 2% increase in average in-park guest per capita spending, and a 10%, or $4.2 million, increase in out-of-park revenues, including resort hotels. The large increase in out-of-park revenues was due to the strong third-quarter results of the Castaway Bay Indoor Waterpark Resort, which opened in November 2004,five outdoor water parks, as well as ~~improved results at our Knott's Berry Farm hotel and the introduction of a new T.G.I. Friday's restaurant~~daily operations at Knott's Berry Farm ~~in July of 2005.~~

~~The increase in attendance~~and Castaway Bay, which are open year-round. Net revenues for the first quarter of 2006 decreased 4% to $23.9 million from $24.8 million in the same period a year ago, due primarily to a decrease in revenues at our indoor water park resort, Castaway Bay, in Sanduksy, Ohio. This decrease was ~~led by strong performances~~the result of lower occupancy and average daily room rates at the resort in 2006, which were anticipated in light of increased competition in the Sandusky area and following a very successful inaugural year in 2005. In addition, the first quarter results for 2005 benefited from ~~Dorney Park~~the earlier timing of the Easter and ~~Michigan's Adventure, both of~~spring-break seasons compared to the current year, which ~~introduced significant new rides this season, and our two Midwest water parks,~~should benefit the second quarter. The decrease in revenues at Castaway Bay were somewhat offset b y improved operating results at Knott's Berry Farm, which benefited from ~~a hot, dry summer. In addition, attendance at Geauga Lake continued~~favorable weather comparisons to ~~improve, up 43,000 visits for~~ the first quarter ~~with the increasing popularity~~ of ~~its new water park. These gains helped offset attendance shortfalls during the period at our other seasonal amusement parks.~~2005 when Southern California experienced record rainfall.

~~Total~~Excluding depreciation and other non-cash charges, total operating costs and expenses for the quarter ~~excluding depreciation and other non-cash charges, decreased 1%~~increased slightly to ~~$152.7~~$48.2 million from ~~$154.9~~$47.8 million in ~~2004, due to a continued focus on controlling costs and improving operating efficiencies.~~2005. After depreciation and a small non-cash charge for unit options, operating ~~income~~costs and expenses decreased 1% to $51.6 million from $52.2 million in 2005.

Interest expense for the first quarter increased 9%$700,000, or 11%, due in large part to ~~$136.2 million~~higher short-term rates. In addition, the unamortized loan fees from ~~$125.2 million~~our previous revolving credit agreement, which was replaced with a ~~year ago.~~new facility in the period, were charged to interest expense.

Included in the ~~2004 third-quarter~~2005 first quarter net income is a non-cash credit of ~~$1.2 million~~$459,000 to account for the change in fair value of two interest rate swap agreements that expired ~~during the first quarter of 2005.~~in that quarter. As such, there is no similar non-cash credit in the current period.

After non-cash credits, interest expense and ~~provision~~credit for taxes, ~~as restated,~~our net ~~income~~loss for the period ~~totaled $170.8~~was $26.5 million, or ~~$3.11~~$0.49 per diluted limited partner unit, compared to a net ~~income~~loss of ~~$91.7~~$24.6 million, or ~~$1.70~~$0.46 per unit, a year ago.

Reflected in our third quarter numbers is the reversal of $66.1 million of contingent liabilities recorded in prior periods related to publicly traded partnership (PTP) taxes. The accrual was established when the PTP taxes first came into effect, because we could not be certain at that time how the taxes would be applied. Now after a number of years of filing returns, we have a fair amount of evidence as to how the taxes are imposed, including the completion of examinations of our tax filings. Based on this evidence, we determined that our accrual was no longer required and have reversed the $66.1 million of contingent liabilities back into income in the third quarter. The adjustment to the PTP tax accrual, which was offset somewhat by PTP taxes payable for the period and the third-quarter impact of the tax attributes of our corporate subsidiaries, resulted in a net credit for taxes of $41.1 million in the period. It is important to note that since this is a reversal of a previously r ecorded accrual, it has no affect on the Partnership's cash flow in the current period. Excluding the impact of reversing the PTP tax accrual and assuming a comparable third quarter accrual to 2004, net income for the period would have been $99.3 million, or $1.81 per diluted limited partner unit.

For the ~~nine~~twelve months ended ~~September 25,~~March 26, 2006, which included actual 2005 peak season operating results, net revenues increased 4%5% to ~~$490.7~~$567.9 million from ~~$473.8~~$543.6 million for the ~~nine-month~~twelve months ended March 27, 2005, which included actual 2004 peak season operating results. Over this same period, ended September 26, 2004, on a 3% increase in average in-park guest per capita spending, a 14%, or $10.1 million, increase in out-of-park revenues, and a 1% decrease in combined attendance. The 14% increase in out-of-park revenues was driven primarily by the strong performance of Castaway Bay, improved results at our Knott's Berry Farm Resort hotel and the introduction of the T.G.I. Friday's restaurant at Knott's Berry Farm.

~~Through the first nine months of the year, our~~ operating costs and expenses, before depreciation and other non-cash charges, increased ~~2%, or $7.0 million,~~only slightly to ~~$309.4~~$374.8 million from $302.4 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, which opened in November 2004. After depreciation and a small non-cash charge for unit options, operating income for the period was $131.1 million, compared to operating income of $124.0 million in 2004.

Through the first nine months of the year, we recognized a non-cash credit of $459,000 for the change in fair value of interest rate swap agreements during the period, compared with a non-cash credit of $3.6 million in 2004. These swap agreements expired in the first quarter of 2005.

Interest expense for the nine-month period increased $554,000 to $19.8 million due to higher short-term interest rates on our variable-rate debt, as well as higher borrowing levels during the year due to the acquisition of Geauga Lake in 2004. After interest expense, provision for taxes, as restated, and non-cash credits, the net income for the first nine months of the year was $158.5 million, or $2.89 per diluted limited partner unit, compared to a net income of $86.1 million, or $1.65 per diluted limited partner unit a year ago. Excluding the impact of reversing the PTP tax accrual and assuming a comparable third quarter accrual to 2004, net income for the nine months ended September 25, 2005 would have been $87.0 million, or $1.58 per unit.

For the twelve months ended September 25, 2005, which included actual 2004 fourth quarter operating results, net revenues increased 4% to $558.8 million from $534.9 million for the twelve-month period ended September 26, 2004, which included actual 2003 fourth quarter operating results. The increase in consolidated revenues was the results of flat combined attendance for the twelve-month period, a 3% increase in average in-park guest per capita spending, and a 14%, or $12.2 million, increase in out-of-park revenues. The 14% increase in out-of-park revenues was due to the contribution and strong performance of Castaway Bay, which opened in November 2004.

For the twelve months ended September 25, 2005, our operating costs and expenses, before depreciation and other non-cash charges, increased 4%, or $15.9 million, to $376.0 million from $360.1 million from the twelve months ended September 26, 2004. This was primarily due to the additional operating costs and expenses of Geauga Lake, which was acquired in April 2004, and the incremental operating costs of Castaway Bay subsequent to its opening.$374.3 million. After depreciation and a non-cash charge for unit options, operating income for the ~~twelve-month~~twelve month period was ~~$124.9~~$137.1 million compared to ~~operating income of $119.9~~$114.5 million over the same period in ~~2004.~~2005.

For the ~~current~~ twelve-month period ended March 27, 2005, we recognized a non-cash credit of ~~$1.3~~$4.1 million for the change in fair value of the two interest rate swap agreements that expired in the first quarter of ~~2005, compared with a~~2005. As such, there is no similar non-cash credit ~~of $4.9 million for~~in the ~~twelve months ended September 26, 2004.~~

~~Interest~~current twelve-month period. After non-cash credits, interest expense for the twelve-month period increased $903,000 to $25.8 million due to higher short-term interest rates on our variable-rate debt, as well as higher borrowing levels during the period due to the acquisition of Geauga Lake in April of 2004. After interest expense,and provision for taxes, ~~as restated, and non-cash credits, the~~ net income ~~for the twelve months ended September 25, 2005 was $150.8~~increased to $158.9 million, or ~~$2.75~~$2.89 per diluted limited partner unit, ~~compared to a~~from $74.3 million, or $1.38 per unit, in the prior period. The increase in net income ~~of $81.5 million, or $1.56 per diluted limited partner unit,~~ for the ~~twelve months ended September 26, 2004.~~twelve-month period is primarily attributable to the reversal in the third quarter of 2005 of $62.6 million of contingent liabilities recorded in prior years related to publicly traded partnership (PTP) taxes. Excluding the impact of reversing the PTP tax accrual and assuming a comparable ~~third quarter~~ accrual ~~to 2004, net income for~~throughout the twelve-month period ~~would have been $79.3 million, or $1.44 per unit~~

Results for the month of October benefited from above average weather, as well as the growing popularity of our fall promotions. For the month, consolidated revenues on a preliminary basis were up 15% between years. This was the result of an increase in combined attendance of 10%, or 100,000 visits, which all but erased shortfalls through September, a 5% increase in average in-park guest per capita spending, and a more than 20% increase, or $1.0 million, in out-of-park revenues.

We believe that adjusted EBITDA (earnings before interest, taxes, depreciation, and all 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 $13.6 million to $164.3 million compared to the same period a year ago. This increase was due to the strong operating results at Dorney Park and Knott's Berry Farm during the quarter, as well as significant improvement in operating results at Geauga Lake & Wildwater Kingdom. For the nine-month period, adjusted EBITDA increased $9.8 million to $181.2 million, due to the strong third-quarter performances noted above, offset somewhat by the additional three months of off-season costs at Geauga Lake in 2005, which we did not incur in 2004.

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 following table sets forth a reconciliation of adjusted EBITDA toago, net income for the ~~three and nine-month periods~~twelve months ended ~~September 25, 2005 and September~~March 26, ~~2004.~~2006 would have been $88.8 million, or $1.61 per un it, compared to $74.3 million, or $1.38 per unit, a year ago.

We ended the ~~third~~first quarter of ~~2005~~2006 in sound financial condition in terms of both liquidity and cash flow. The negative working capital ratio (current liabilities divided by current assets) of ~~2.5~~3.3 at ~~September 25, 2005~~March 26, 2006 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.

On March 14, 2006, we entered into a new revolving credit agreement with KeyBank National Association and seven other banks as lenders under which we have available a maximum commitment of $250 million through March 2011. This credit facility may be expanded to an increased maximum commitment of $350 million at our option, subject to bank consent. Borrowings under this agreement bear interest at LIBOR plus 75 basis points per annum, with other rate options. Borrowings under the revolving credit facility totaled $179.6 million as of March 26, 2006.

At the end of the quarter, we had $365 million of fixed-rate term debt, with staggered maturities ranging from 2006 to 2018, ~~as well as a $180 million revolving credit facility,~~of which, is available through March 2007, and an additional $30 million uncommitted bank credit facility. Borrowings under the revolving credit facility totaled $72.5 million as of September 25, 2005. Of the total term debt, $20$40 million is scheduled to mature within the next twelve months.

In August of 2005, we terminated several interest rate swap agreements, which were converting $100 million of fixed-rate term debt to variable rates. In return for terminating the swaps, we received ~~$3.2~~$3.0 million in cash, which has been reflected as deferred income in "Other Liabilities" on the balance sheet and is being amortized over the remaining life of the underlying long-term debt that the swaps were effectively hedging prior to termination.

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~~(including the "Management's Discussion and Analysis of Financial Condition and Results of Operations" ~~section, constitute~~section) that are not historical in nature are forward-looking ~~statements.~~statements within the meaning of Section 27A of the Securities and Exchange Act of 1933 and Section 21D of the Securities and Exchange Act of 1934, including statements as to our expectations, beliefs and strategies regarding the future. These forward-looking statements may involve risks and uncertainties that are difficult to predict, may be beyond our control and could cause actual results to differ materially from those described in such statements. Although ~~the Partnership believes~~we believe that the expectations reflected in such forward-looking statements are reasonable, itwe can give no assurance that such expectations will prove to ~~have been~~be correct. Important factors, including ~~general economic conditions, competition for consumers' leisure time and spending, adverse weather conditions, unanticipated construction delays,~~those listed under Item 1A in the ~~absence of historical operating experience at Geauga Lake & Wildwater Kingdom, and other factors~~Partnership's Form 10-K, could adversely affect ~~attendance and in-park guest per capita spending at~~ our ~~parks~~future financial performance and cause actual results to differ materially from ~~the Partnership's~~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.

~~As of September 25, 2005,~~At March 26, 2006, $365 million of our outstanding long-term debt ~~$365.0 million represents~~represented fixed-rate debt and ~~$72.5~~$179.6 million ~~represents~~represented 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~~$1.3 million as of ~~September 25, 2005.~~March 26, 2006.

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.


		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

	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		53,686	305,383	-	5,290	310,673

	Net income	-	170,829	2	-	170,831

	Partnership distribution declared
	($0.46 per limited partnership unit)	-	(24,730)	(1)	-	(24,731)

	Expense recognized for limited
	partnership unit options	-	60	-	-	60

	Limited partnership unit options
	exercised	77	(431)	-	-	(431)

Balance at September 25, 2005		53,763	$ 451,111	$ 1	$ 5,290	$ 456,402

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

Balance at December 31, 2005		53,797	$ 428,943	$ 1	$ 5,290	$ 434,234

	Net (loss)	-	(26,504)	-	-	(26,504)

	Partnership distribution declared
	($0.47 per limited partnership unit)	-	(25,337)	-	-	(25,337)

	Expense recognized for limited
	partnership unit options	-	12	-	-	12

	Limited partnership unit options
	exercised	97	296	-	-	296

	Tax effect of units involved in option
	exercises and treasury unit transactions	-	(400)	-	-	(400)

	Issuance of limited partner units
	as compensation	14	411	-	-	411

Balance at March 26, 2006		53,908	$ 377,421	$ 1	$ 5,290	$ 382,712

					Three months ended		Nine months ended		Twelve months ended
					9/25/05	9/26/04	9/25/05	9/26/04	9/25/05	9/26/04
						(As restated,		(As restated,
						see Note 5)		see Note 5)
CASH FLOWS FROM (FOR) OPERATING
		ACTIVITIES
Net income					$ 170,831	$ 91,723	$ 158,537	$ 86,057	$ 150,795	$ 81,470
Adjustments to reconcile net income to net
	cash from operating activities
		Depreciation and amortization			28,102	24,425	49,042	43,972	55,760	49,913
		Non-cash unit option expense			60	1,088	1,079	3,408	2,169	4,913
		Other non-cash (income)			-	(1,175)	(459)	(3,632)	(1,290)	(4,912)
		Change in assets and liabilities, net of effects
		from acquisition:
			(Increase) decrease in inventories		8,339	7,971	(2,727)	(3,179)	(1,227)	(1,455)
			(Increase) decrease in current and other assets		8,274	15,224	(17,625)	(11,694)	(5,778)	(3,174)
			Increase (decrease) in accounts payable		(16,559)	(11,872)	19,093	19,311	(205)	11,905
			Increase (decrease) in accrued taxes		(60,451)	12,556	(53,992)	17,170	(58,427)	11,677
			Increase in self-insurance reserves		469	1,777	92	2,103	1,346	2,227
			Increase (decrease) in other current liabilities		1,690	(2,383)	5,622	5,033	1,612	5,977
			Increase (decrease) in other liabilities		482	227	(1)	2,210	1,298	(748)
				Net cash from operating activities	141,237	139,561	158,661	160,759	146,053	157,793

CASH FLOWS FROM (FOR) INVESTING
		ACTIVITIES
Acquisition of Geauga Lake assets					-	-	-	(144,269)	-	(144,269)
Capital expenditures					(14,813)	(19,314)	(60,698)	(55,122)	(81,454)	(62,882)
				Net cash (for) investing activities	(14,813)	(19,314)	(60,698)	(199,391)	(81,454)	(207,151)

CASH FLOWS FROM (FOR) FINANCING
		ACTIVITIES
Net proceeds from public offering of limited
	partnership units				-	73,278	-	73,278	-	73,278
Net borrowings (payments) on revolving credit loans					(95,500)	(155,600)	(2,900)	(13,350)	48,100	(84,250)
Term debt borrowings					-	-	-	75,000	-	175,000
Term debt payments					(20,000)	(20,000)	(20,000)	(20,000)	(20,000)	(20,000)
Distributions paid to partners					(24,696)	(22,922)	(73,391)	(68,085)	(97,457)	(90,386)
Termination of interest rate swap agreements					2,967	-	2,967	-	2,967	-
Exercise of limited partnership unit options					618	3	655	86	655	86
Cash paid in repurchase of 0.1% general partner
	interest				-	(708)	-	(708)	-	(708)
				Net cash from (for) financing activities	(136,611)	(125,949)	(92,669)	46,221	(65,735)	53,020

CASH
		Net increase (decrease) for the period			(10,187)	(5,702)	5,294	7,589	(1,136)	3,662
		Balance, beginning of period			18,834	15,485	3,353	2,194	9,783	6,121
		Balance, end of period			$ 8,647	$ 9,783	$ 8,647	$ 9,783	$ 8,647	$ 9,783

SUPPLEMENTAL INFORMATION
	Cash payments for interest expense				$ 9,364	$ 9,869	$ 22,617	$ 21,785	$ 24,858	$ 23,698
	Interest capitalized				64	480	418	762	870	861
	Cash payments for income taxes				5,224	4,585	6,310	5,774	9,368	8,173

					Three months ended		Twelve months ended
					3/26/06	3/27/05	3/26/06	3/27/05

CASH FLOWS FROM (FOR) OPERATING
		ACTIVITIES
Net income (loss)					$ (26,504)	$ (24,564)	$ 158,912	$ 74,286
Adjustments to reconcile net income (loss) to net
	cash from (for) operating activities:
		Depreciation and amortization			3,474	3,454	55,785	50,701
		Non-cash unit option expense			12	955	170	4,116
		Other non-cash (income) expense			79	(459)	13	(4,059)
		Change in assets and liabilities, net of effects from
		acquisition:
			(Increase) in inventories		(5,822)	(4,489)	(1,379)	(3,339)
			(Increase) decrease in current and other assets		4,080	(9,835)	1,464	(517)
			Increase (decrease) in accounts payable		4,100	5,547	4,339	(1,069)
			Increase (decrease) in accrued taxes		(10,400)	1,732	(62,038)	13,678
			Increase (decrease) in self-insurance reserves		(596)	(1,031)	563	2,555
			Increase (decrease) in deferred revenue and
				other current liabilities	94	(3,652)	2,804	(1,876)
			Increase (decrease) in other liabilities		(1,273)	(1,216)	536	3,633
				Net cash from (for) operating activities	(32,756)	(33,558)	161,169	138,109

CASH FLOWS FROM (FOR) INVESTING
		ACTIVITIES
Acquisition of Geauga Lake assets					-	-	-	(144,269)
Capital expenditures					(16,431)	(17,116)	(74,789)	(77,026)
				Net cash (for) investing activities	(16,431)	(17,116)	(74,789)	(221,295)

CASH FLOWS FROM (FOR) FINANCING
		ACTIVITIES
Net proceeds from public offering of limited
	partnership units				-	-	-	73,268
Net borrowings (payments) on revolving credit loans					73,750	75,950	28,250	50,800
Term debt borrowings					-	-	-	75,000
Term debt payments					-	-	(20,000)	(20,000)
Distributions paid to partners					(24,747)	(24,066)	(98,803)	(93,898)
Termination of interest rate swap agreeements					-	-	2,981	-
Exercise of limited partnership unit options					296	37	1,125	106
Cash paid in repurchase of 0.1% general partner interest					-	-	-	(708)
				Net cash from (for) financing activities	49,299	51,921	(86,447)	84,568

CASH
		Net increase (decrease) for the period			112	1,247	(67)	1,382
		Balance, beginning of period			4,421	3,353	4,600	3,218
		Balance, end of period			$ 4,533	$ 4,600	$ 4,533	$ 4,600

SUPPLEMENTAL INFORMATION
Cash payments for interest expense					$ 9,712	$ 10,075	$ 26,001	$ 25,054
Interest capitalized					293	200	695	1,277
Cash payments for income taxes					453	18	9,187	8,846

	Three Months		Nine Months
	Ended September 26, 2004		Ended September 26, 2004
	As Previously	As	As Previously	As
	Reported	Restated	Reported	Restated

Consolidated Statements of Operations
Income before taxes	$ 119,256	$ 119,256	$ 108,368	$ 108,368
Provision for taxes	10,383	27,533	16,201	22,311
Net income	108,873	91,723	92,167	86,057
Net income per limited partner
unit - diluted	$ 2.02	$ 1.70	$ 1.77	$ 1.65

	Three months ended		Twelve months ended
	03/26/06	03/27/05	03/26/06	03/27/05
(In thousands except per unit amounts)

Basic weighted average units outstanding	53,853	53,487	53,745	52,639
Effect of dilutive units:
Unit options	-	-	1,022	1,169
Phantom units	-	-	164	160

Diluted weighted average units outstanding	53,853	53,487	54,931	53,968

Net income (loss) per unit - basic	$ (0.49)	$ (0.46)	$ 2.96	$ 1.41

Net income (loss) per unit - diluted	$ (0.49)	$ (0.46)	$ 2.89	$ 1.38


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

Date: ~~November 3, 2005~~May 4, 2006	/s/ Peter J. Crage
	Peter J. Crage
	Corporate Vice President - Finance
	(Chief Financial Officer)



	/s/ Brian C. Witherow
	Brian C. Witherow
	Vice President and Corporate Controller
	(Chief Accounting Officer)

		Page Number

Exhibit (31.1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	1715

Exhibit (31.2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	1816

Exhibit (32.1)	Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	1917