SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

For the quarterly period ended June 27, 2004

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)

Units Outstanding As Of

53,337,200

(In thousands)

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

(In thousands except per unit amounts)

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

(In thousands except per unit amounts)

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 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 and water park operations, the results for any interim period are not indicative of the results to be expected for the full fiscal year. Accordingly, the Partnership has elected to present financial information regarding operations and cash flows for the preceding twelve-month periods ended June 27, 2004 and June 29, 2003 to accompany the three and six-month results. Because amounts for the twelve months ended June 27, 2004 include 2003 peak season operating results, they may not be indicative of 2004 full calendar year operations.

The Partnership's consolidated financial statements for the periods ended June 27, 2004 and June 29, 2003 included in this Form 10-Q report have been prepared in accordance with the accounting policies described in the Notes to Consolidated Financial Statements for the year ended December 31, 2003, which were included in the Form 10-K filed on March 15, 2004. 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 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 near Cleveland, Ohio; Valleyfair near Minneapolis; Worlds of Fun in Kansas City, Missouri; and Michigan's Adventure near Muskegon, Michigan. The Partnership also owns and operates five seasonal water parks, which are located near San Diego and in Palm Springs, California, and adjacent to Cedar Point, Knott's Berry Farm and Worlds of Fun, and operates Camp Snoopy at the Mall of America in Bloomington, Minnesota under a management contract. Virtually all of the Partnership's revenues from its seasonal amusement parks, as well as its water parks and other seasonal resort facilities, are realized during a 130-day operating period beginning in early May, with the major portion concentrated in the third quarter during the peak vacation months of July and August . Knott's Berry Farm is open year-round but operates at its highest level of attendance during the third quarter of the 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.

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:

On June 8, 2004, the Partnership obtained the approval from its limited partners of a plan to allow unitholders to elect the board of directors of the general partner. Under the approved plan, the Partnership's former general partner, Cedar Fair Management Company, was replaced and the unitholders elected the members of a staggered board of directors of a new general partner, Cedar Fair Management, Inc. In addition, the partnership agreement was amended to reduce the general partner's interest in the Partnership from 0.1% to 0.001%, and the new general partner was granted the authority to implement a unitholders' rights plan, which would allow the board of directors to resist a change or potential change in control of the Partnership if they deem that it is not in the best interest of all unitholders. The equity interest of the former general partner was redeemed by the Partnership for approximately 114,000 Cedar Fair, L.P. units valued at $3.45 million.

On April 8, 2004, the Partnership completed the acquisition of Six Flags Worlds of Adventure, located near Cleveland, Ohio, from Six Flags, Inc., in a cash transaction valued at $144.3 million. The transaction involved the acquisition of substantially all of the assets of the park, including the adjacent hotel and campground, but excluded all animals located at the park, all personal property assets directly related to those animals, the use of the name "Six Flags" and the intellectual property related to that name, and the license to use Warner Bros. characters, all of which were retained by Six Flags. The Partnership assumed the complete operations and management of the park as of April 9, 2004 and renamed the park "Geauga Lake." The transaction was financed with $75 million of term debt borrowings at a fixed rate of 4.72% and an average term of nine years, and the balance through the Partnership's revolving credit agreement with a group of banks.

Geauga Lake's assets, liabilities and results of operations since April 9, 2004 are included in the accompanying consolidated financial statements. The acquisition has been accounted for as a purchase, and accordingly the purchase price has been preliminarily allocated to property and equipment ($144.2 million), inventories ($1.0 million) and current liabilities ($0.9 million) based upon their estimated fair values at the date of acquisition.

On July 20, 2004, the Partnership completed a follow-on public offering of 2,400,000 limited partner units at $30.00 per unit. The Partnership used the net proceeds from the sale of the units (approximately $68.5 million before any over-allotment) to repay borrowings under its revolving credit facility related to the acquisition of Geauga Lake. The underwriters of the follow-on offering have the option to purchase up to 360,000 more units at $30.00 per unit to cover any over-allotment of units.

Property and Equipment - 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. The composite method of depreciation is used for groups of assets obtained together in an acquisition.

Self-Insurance Reserves - Reserves are recorded for the estimated amounts of guest and employee claims and expenses incurred each period that are not covered by insurance. These estimates are established based upon historical claims data and third-party estimates of settlement costs for incurred claims. These reserves are periodically reviewed for changes in these factors and adjustments are made to assure their adequacy.

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 in the second quarter were negatively impacted by cool temperatures and frequent rainfall in the Midwest throughout much of May and June, as well as the timing of the 2004 operating calendar, which shifted several operating days from the second to the third quarter. The second quarter was also significantly impacted by the addition of Geauga Lake, which was acquired in April 2004. For the quarter, consolidated net revenues decreased slightly to $145.0 million from $145.2 million in 2003, on a 1% decrease in combined attendance and a 2% increase in average in-park guest per capita spending. Over this same period, out-of-park revenues, including resort hotels, decreased 4% between years. Excluding operations at Geauga Lake, net revenues in the quarter decreased 5% to $138.1 million, on an 8% decrease in combined attendance and a 3% increase in average in-park guest per capita spending.

Excluding depreciation and other non-cash charges, total operating costs and expenses for the quarter increased 5% to $105.0 million from $100.4 million in 2003, due to the acquisition of Geauga Lake. Excluding operations at Geauga Lake, total cash operating costs and expenses for the quarter decreased 5% to $95.4 million, due in large part to fewer operating days in the period. After depreciation and a $1.0 million non-cash charge for unit options, operating income for the period decreased to $22.9 million from $27.6 million a year ago, due primarily to Geauga Lake's operating loss of $4.5 million. On a same-park basis, operating income in the quarter decreased only slightly to $27.4 million.

In the 2004 second quarter, we recognized a non-cash credit of $1.6 million for the change in fair value of two interest rate swap agreements during the period, compared with a credit of $469,000 in the same period a year ago. The remaining swap liability balance of approximately $2.5 million at the end of the second quarter will reverse into income over the next three quarters as the swaps continue to serve the purpose of leveling cash interest costs through their maturity in the first quarter of 2005.

After the non-cash credit, and interest expense and provision for taxes, both of which were comparable between years, net income for the quarter was $13.2 million, or $0.25 per diluted limited partner unit, compared to net income of $16.7 million, or $0.33 per unit, a year ago. Excluding the impact of Geauga Lake, net income in the quarter would have increased $2.3 million over the prior year to $19.0 million, or $0.37 per unit.

During the first half of 2004, inclement weather in the Midwest, as well as the late timing of the operating calendar, negatively impacted results at several of our parks. For the six months ended June 27, 2004, net revenues increased 1% to $168.2 million from $166.7 million for the six-month period ended June 29, 2003, on a 2% increase in average in-park guest per capita spending, offset somewhat by a slight decrease in combined attendance and a 2% decrease in out-of-park revenues. Excluding the contribution of Geauga Lake, net revenues in the period decreased 3% to $161.3 million, on a 6% decrease in combined attendance and a 3% increase in average in-park guest per capita spending.

Through the first six months of the year, our operating costs and expenses, before depreciation and other non-cash charges, increased 4% to $147.5 million, due primarily to the acquisition of Geauga Lake. On a same-park basis, cash operating costs and expenses for the first six months of the year decreased 3% to $137.9 million, due to a strong emphasis on expense controls at each of the parks, as well as fewer operating days in the period. After depreciation and a $2.3 million non-cash charge for unit option expense, the operating loss for the period was $1.2 million, compared to an operating profit of $3.2 million in 2003. Excluding the impact of Geauga Lake, operating profit for the first six months of the year would have increased slightly to $3.4 million.

We recognized a non-cash credit of $2.5 million for the change in fair value of our swap agreements during the six-month period, compared with a credit of $284,000 in the same period a year ago. After this non-cash credit, and after interest expense and provision for taxes, both of which were comparable between years, our net loss for the first six months of the year was $16.7 million, or $0.33 per diluted limited partner unit, compared to a net loss of $14.8 million, or $0.29 per unit, for the same period a year ago. Excluding the impact of Geauga Lake, our net loss through for the first six months of the year would have decreased to $10.9 million, or $0.21 per unit.

In July, weather conditions began to improve at most of our seasonal parks as temperatures and rainfall returned closer to normal levels. For the month, combined attendance at our properties, including the newly acquired Geauga Lake, increased 5% over last year, average in-park guest per capita spending increased 4%, and out-of-park revenues increased 7%. Excluding the impact of Geauga Lake, combined attendance in July was down 2% between years, average in-park guest per capita spending was up 4%, and out-of-park revenues were up 5%. Overall, combined revenues in July were up 9% between years, or up 2% on a same-park basis.

Through the end of July, combined attendance at our twelve properties was up 5% from 2003, average in-park guest per capita spending was up 3%, and out-of-park revenues were up 2%. Excluding results from Geauga Lake, combined attendance through the first seven months of the year was down 2%, average in-park guest per capita spending was up 3% for the period, and out-of-park revenues were up 1%.

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 second quarter and six-month periods, adjusted EBITDA decreased $4.8 million and $4.3 million, respectively, due to the shortfall in attendance caused by poor weather during the periods, as well as fewer operating days caused by the late timing of the operating calendar. In addition, Geauga Lake generated an adjusted EBITDA loss of $2.7 million, which was primarily the result of start-up costs and weak early-season attendance.

Adjusted EBITDA is provided here as a supplemental measure of our operating results and is not intended to be a substitute for operating income, net income or cash flows from operating activities as defined under generally accepted accounting principles. In addition, adjusted EBITDA may not be comparable to similarly titled measures of other companies. The table below sets forth a reconciliation of adjusted EBITDA to net income for the three and six-month periods ended June 27, 2004 and June 29, 2003.

We ended the second quarter of 2004 in sound financial condition in terms of both liquidity and cash flow. The negative working capital ratio of 2.2 at June 27, 2004 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 $405 million of fixed-rate term debt, with staggered maturities ranging from 2004 to 2018, as well as a $230 million revolving credit facility, which is available through March 2007. Borrowings under the revolving credit facility totaled $180 million as of June 27, 2004. Of the total term debt, $20 million is scheduled to mature within the next twelve months.

On July 20, 2004, we completed a follow-on public offering of 2,400,000 limited partner units at $30.00 per unit. We used the net proceeds from the sale of the units of approximately $68.5 million to repay borrowings incurred in the Geauga Lake acquisition under our revolving credit facility, and at the same time, reduced the credit facility back to its original capacity of $180 million.

We have converted $100 million of our fixed-rate term debt to variable rates through the use of several interest rate swap agreements. The fair market value of these swaps, which have been designated as fair value hedges on long-term debt, was a net liability of $2.3 million at June 27, 2004, and has been reflected on the balance sheet in "Other Liabilities" with a corresponding decrease to "Term debt."

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

We have no significant off-balance sheet financing arrangements.

Some of the statements contained in this report, including the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section, constitute forward-looking statements. These statements may involve risks and uncertainties that could cause actual results to differ materially from those described in such statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Important factors, including general economic conditions, competition for consumers' leisure time and spending, adverse weather conditions, unanticipated construction delays, the absence of historical operating experience at Geauga Lake, and other factors could affect attendance at our parks and cause actual results to differ materially from our expectations.

We are exposed to market risks from fluctuations in interest rates and, from time to time, currency exchange rates on imported rides and equipment. The objective of our financial risk management is to reduce the potential negative impact of interest rate and foreign currency exchange rate fluctuations to acceptable levels. We do not acquire market risk sensitive instruments for trading purposes.

We are party to two interest rate swap agreements that convert $100 million of revolving credit borrowings to fixed-rate obligations averaging 5.82% through February 2005. In addition, we have converted $100 million of our term debt to variable rates averaging LIBOR plus 0.64% through the use of several swap agreements for a period of 6-15 years. As of June 27, 2004, of our outstanding long-term debt, $405 million represents fixed rate debt and $180 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 $1.0 million as of June 27, 2004.

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 June 27, 2004, 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. 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.

ITEM 1. LEGAL PROCEEDINGS - None

See Item 4 below.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None

A special meeting of the limited partners of Cedar Fair, L.P. was held on June 8, 2004. At the meeting, the unitholders of the Partnership took the following actions:

1. Approved an amendment to the partnership agreement that installed a new general partner of Cedar Fair, L.P.; reduced the 0.1% interest of the general partner in the Partnership to 0.001% and increased the aggregate interests of the unitholders from 99.9% to 99.999%; and authorized a procedure by which the unitholders will meet annually to elect the Board of Directors of the new general partner. The vote was 35,203,658 for the proposal, 617,557 against, with 520,650 abstentions and 14,342,890 non-votes.
2. Approved an amendment to the partnership agreement that permits the general partner to issue units or rights to acquire units at a price that is more or less than the market price of the units at the time of issuance; and authorizes the general partner to amend the partnership agreement to implement the terms and conditions of any such rights issued by the general partner. The vote was 29,795,697 for the proposal, 5,905,142 against, with 445,244 abstentions and 14,538,672 non-votes.
3. Elected the following individuals to the Board of Directors of the new general partner, with votes as indicated opposite each director's name:

ITEM 5. OTHER INFORMATION - None

(a) Exhibits: