SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

For the quarterly period ended March 30, 2003

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

50,603,850

(In thousands)

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

(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 March 30, 2003 and March 31, 2002 to accompany the quarterly results. Because amounts for the twelve months ended March 30, 2003 include actual 2002 peak season operating results, they are not indicative of 2003 full calendar year operations.

The Partnership's consolidated financial statements for the quarters ended March 30, 2003 and March 31, 2002 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, 2002, which were included in the Form 10-K filed on March 28, 2003. 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 lowest level of attendance 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 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.

As of January 1, 2003, the Partnership began accounting for unit options under the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation." Under the modified prospective method of adoption selected by the Partnership under SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure," compensation cost recognized in 2003 is the same as that which would have been recognized had the recognition provisions of Statement 123 been applied from its original effective date. Results for prior years have not been restated. Prior to 2003, the Partnership accounted for all unit-based compensation awards, including unit options, using the intrinsic value method prescribed by Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees" and related interpretations. In the quarter ended March 30, 2003, the Partnership recognized a non- cash charge of $1.2 million under SFAS No. 123, compared to a $39,000 credit recognized under APB Opinion No. 25 in the same period a year ago.

Had compensation expense for unit options been determined from inception using the provisions of SFAS No. 123, the effect on the Partnership's net income (loss) and earnings per unit would have been as follows:

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

Operating results for the first quarter include normal off-season operating, maintenance and administrative expenses at the Partnership's five seasonal amusement parks and five water parks, and daily operations at Knott's Berry Farm, which is open year-round. Net revenues for the first quarter of 2003 decreased to $21.5 million from $23.9 million in 2002, due primarily to lower early-season attendance at Knott's Berry Farm compared to last year's first quarter, which benefited from an earlier Easter season. In addition, attendance and revenues at Knott's in the current period were negatively impacted by nine days of rain compared to only four last year, including five days on which the park was forced to close early.

Excluding depreciation and other non-cash charges, total operating costs and expenses for the quarter decreased 4.5% to $41.4 million, due to a strong emphasis on expense controls at each of the parks. After depreciation and a $1.2 million non-cash charge for unit options, operating costs and expenses totaled $45.8 million for the period, compared to $49.8 million in 2002. Included in last year's operating costs and expenses were a small non-cash credit for unit options and a $3.2 million provision for estimated losses on the retirement of certain fixed assets removed from service at the Partnership's parks.

In 2000 and 2001, the Partnership entered into several interest rate swap agreements as a means of converting a portion of its variable-rate debt into fixed-rate debt at favorable rates. At the end of 2002, the Partnership recognized a $7.6 million non-cash charge in other expense related to the change in fair value of two of its swap option agreements that could not be designated as effective hedges under the applicable accounting rules. In order to more clearly reflect the timing of this charge to earnings during 2002, the Partnership elected to adjust its 2002 quarterly results, including recording a first quarter adjustment to other expense of $1.5 million. In the 2003 first quarter, the Partnership recognized a non-cash charge of $185,000 for the change in fair value of the swap option agreements during the period. These amounts totaling $7.8 million will reverse into income over the next eight quarters as the swaps continue to serve the purpose of leveling cash interest costs thr ough their maturity in the first quarter of 2005.

After this non-cash charge, and interest expense and provision for taxes, both of which were comparable between years, the Partnership's net loss for the period was $31.5 million, or $0.62 per limited partner unit, compared to an adjusted net loss of $34.0 million, or $0.67 per unit, a year ago.

For the twelve months ended March 30, 2003, which include actual 2002 peak season operating results, net revenues increased 4% to $500.4 million from $481.3 million for the twelve months ended March 31, 2002, which included actual 2001 peak season operating results. Over this same period, the Partnership's operating costs and expenses, before depreciation and other non-cash charges, increased slightly to $330.8 million from $329.3 million. After depreciation and all other non-cash charges, including unit option expense, operating income for the period increased to $122.7 million from $96.6 million, and net income increased to $73.9 million, or $1.44 per unit, from $54.3 million, or $1.06 per unit, a year ago.

The Partnership ended the first quarter of 2003 in sound financial condition in terms of both liquidity and cash flow. The negative working capital ratio of 2.7 at March 30, 2003 is the result of the Partnership's highly seasonal business and careful management of cash flow to reduce borrowings. Receivables and inventories are at normal seasonal levels and credit facilities are in place to fund current liabilities and pre-opening expenses as required. The Partnership has no significant off-balance sheet financing arrangements.

At the end of the first quarter, the Partnership had $240 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 $208.2 million as of March 30, 2003, of which $100 million has been converted to fixed-rate obligations for a period of two more years by use of interest rate swap agreements. 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.

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 that 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.

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. 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, within 90 days prior to the filing date of this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Partnership's disclosure controls and procedures are effective in timely alerting them to material information required to be included in the Partnership's periodic Securities and Exchange Commission filings. No significant changes were made to the Partnership's internal controls or other factors that could significantly affect these controls subsequent to the date of their evaluation.

(a) Exhibits:

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

I, Richard L. Kinzel, certify that:

I, Bruce A. Jackson, certify that:

Page Number

Exhibit (99.1) Certification of Principal Executive Officer 16

Exhibit (99.2) Certification of Principal Financial Officer 17