SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

For the quarterly period ended June 30, 2002

For the transition period from ________ to ________.

Commission file number 1-9444

(Exact name of Registrant as specified in its charter)

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

(Address of principal executive offices)

(zip code)

(Registrant's telephone number, including area code)

(Representing Limited Partner Interests)

Units Outstanding As Of

50,513,599

PART I - FINANCIAL INFORMATION

Item 1. - Financial Statements

(In thousands)

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

(In thousands except per unit data)

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

(In thousands)

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

(In thousands)

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

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

Due to the highly seasonal nature of the Partnership's amusement 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 June 30, 2002 and June 24, 2001 to accompany the three and six month results. Because amounts for the twelve months ended June 30, 2002 include actual 2001 peak season operating results, they may not be indicative of 2002 full calendar year operations.

The Partnership's consolidated financial statements for the three and six month periods ended June 30, 2002 and June 24, 2001 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, 2001, which were included in the Form 10-K filed on April 1, 2002, except for the change described in Note 7 of these statements. 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.

The Partnership owns and operates six 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 in Shakopee, Minnesota; Worlds of Fun in Kansas City, Missouri; and Michigan's Adventure near Muskegon, Michigan. The Partnership also owns and operates five seasonal water parks, which are located near San Diego and in Palm Springs, California, and adjacent to Cedar Point, Knott's Berry Farm and Worlds of Fun. The Partnership also operates Camp Snoopy at the Mall of America in Bloomington, Minnesota under a management contract. Virtually all of the Partnership's revenues from its five seasonal amusement parks, as well as its five water parks, 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. Knott's Berry Farm is open year-roun d but operates at its highest level of attendance during the third 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 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 accounts for unit options under APB Opinion No. 25, "Accounting for Stock Issued to Employees," which requires compensation expense to be recognized over the life of the majority of its outstanding options because they have variable exercise prices. As of June 30, 2002, the market price of the limited partnership units exceeded the exercise price of the vested variable-priced unit options, resulting in a current period expense of $1.4 million, which is reflected as a non-cash unit option expense on the consolidated statements of operations.

In February 2002, the Partnership entered into a new note agreement for the issuance of $100 million in senior notes at a weighted average interest rate of 6.44%. Borrowings of $53 million and $47 million, which were funded in the first and second quarter, respectively, were used to reduce revolving credit borrowings. The Partnership is required to make annual repayments of $20 million in February 2007 and February 2012 through February 2015, and may make prepayments with defined premiums.

Effective January 1, 2002, the Partnership adopted Statement of Financial Accounting Standards (SFAS) No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." During the first quarter of 2002, the Partnership removed certain fixed assets from service at its parks, and recorded a provision of $3.2 million for the estimated portion of the net book value of these assets that may not be recoverable.

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.

Effective January 1, 2002, the Partnership adopted SFAS No. 142, "Goodwill and Other Intangible Assets," which requires that goodwill no longer be amortized, but instead be tested annually for impairment. The adoption of this statement did not have a material impact on the consolidated operating results or financial position of the Partnership.

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

For the quarter ended June 30, 2002, which included one more week of operations than the prior year's second quarter, net revenues increased to $147.6 million from $123.7 million in 2001, and operating income increased to $32.3 million from $17.4 million. Excluding the extra week of operations, revenues for the quarter were flat between years and operating income increased 24% to $21.6 million. The Partnership's net income for the quarter increased to $20.7 million, or $0.40 per limited partner unit, from $6.6 million, or $0.13 per unit, in 2001. Approximately $0.18 of the increase was due to the extra week of operations in the current period.

Before depreciation and a $1.4 million ($0.03 per unit) non-cash charge for unit option expense, total operating costs and expenses for the quarter increased to $99.4 million, due entirely to the seven additional days of operations in the current period. On a comparable number of days, operating costs and expenses in the period decreased 2% to $87.8 million from $89.8 million in 2001.

Management believes that a very meaningful measure of its operating results and its ability to generate free cash flow for distributions to unitholders is adjusted EBITDA, which represents earnings before interest, taxes, depreciation and amortization, and non-cash and non-recurring items. For the quarter, adjusted EBITDA increased 43% to $48.2 million from $33.8 million a year ago, due in part to the extra week of operations. Excluding the extra week, adjusted EBITDA was still up 6% on a 1% increase in out-of-park revenues, flat attendance and in-park guest per capita spending, and the 2% reduction in operating expenses.

Weather during the first half of the 2002 season was favorable and attendance at the parks was reasonably good. Through the first six months of the year, net revenues were up 19%, due principally to the extra week of operations in the current year, as well as the addition of Knott's Soak City-Palm Springs and Michigan's Adventure, both of which were acquired at the end of May last year. Excluding the impact of the two new parks and the extra week of operations, revenues and adjusted EBITDA through the first six months of the year increased 2% and 19%, respectively, on a 1% increase in combined attendance and a 6% increase in out-of-park revenues. Over this same period, combined in-park guest per capita spending was essentially flat, in part due to a shift in the overall mix of attendance among our parks, which have different average spending levels.

Weather continued to be favorable in July and the Partnership's combined attendance for the month increased 3% over last year. Through the end of July, combined attendance was up 4% from 2001, due in part to the inclusion of the Partnership's two newest properties. Excluding the impact of the two new parks, combined attendance was up 3% through the first seven months of the year and combined guest per capita spending was down 1%.

The Partnership has $250 million of fixed-rate term debt, as well as a $275 million revolving credit facility, which is available through November 2004. Borrowings under the revolving credit facility totaled $194.8 million as of June 30, 2002, of which $125 million has been converted to fixed-rate obligations for a remaining period of six to thirty-two months by use of interest rate swap agreements.

Current assets and liabilities are at normal seasonal levels at June 30, 2002, and the negative working capital is the result of the Partnership's highly seasonal business and careful management of cash flow. Credit facilities and cash flow from operations are expected to be adequate to fund seasonal working capital needs, planned capital expenditures and regular quarterly distributions to partners.

Buildings, rides and equipment are depreciated over their estimated useful lives on a straight-line basis over each park's operating season. Expenditures made to maintain such assets in their original operating condition are expensed as incurred, and improvements and upgrades are capitalized.

Reserves are recorded for the estimated amounts of guest and employee claims and expenses incurred each period which are not covered by insurance. These reserves are periodically reviewed and adjusted to assure their adequacy.

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.

(a) Exhibits:

Exhibit (20) 2002 Second Quarter Press Release

Exhibit (99.1) Certification of Principal Executive Officer

Exhibit (99.2) Certification of Principal Financial Officer

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 Company

General Partner

Page Number

Exhibit (20) 2002 Second Quarter Press Release 14

Exhibit (99.1) Certification of Principal Executive Officer 16

Exhibit (99.2) Certification of Principal Financial Officer 17