SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

For the quarterly period ended September 26, 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)

Limited Partner Interests

Units Outstanding As Of

53,478,769

(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.

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

(In thousands)

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 September 26, 2004 and September 28, 2003 to accompany the three and nine-month results. Because amounts for the twelve months ended September 26, 2004 include actual 2003 fourth quarter operating results, they may not be indicative of 2004 full calendar year operations.

The Partnership's consolidated financial statements for the periods ended September 26, 2004 and September 28, 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 per limited partner unit is calculated based on the following unit amounts:

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, with the balance initially financed through the Partnership's revolving credit agreement with a group of banks.

On July 20, 2004, the Partnership completed a follow-on public offering of 2,400,000 limited partner units at $30.00 per unit, and an additional 167,000 units were sold to the underwriters on August 17, 2004 to cover over-allotments. The Partnership used the net proceeds from the sale of the units (approximately $73.3 million) to repay borrowings under its revolving credit facility principally related to the acquisition of Geauga Lake.

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.

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 for the third quarter were negatively impacted by unseasonably cool and wet weather throughout much of July and August at our seasonal parks, offsetting the benefit of the 2004 operating calendar, which shifted several operating days from the second to the third quarter. Third quarter results also include operations from Geauga Lake, near Cleveland, Ohio, which was acquired in early April this year. For the quarter, net revenues increased 8% to $305.6 million from $282.2 million in 2003, on a 5% increase in combined attendance and a 3% increase in average in-park guest per capita spending. Over this same period, out-of-park revenues, including resort hotels, increased 8% between years. Excluding operations at Geauga Lake, net revenues in the quarter increased 3%, on a 1.5% decrease in combined attendance, a 3% increase in average in-park guest per capita spending, and a 6% increase in out-of-park revenues.

Excluding depreciation and other non-cash charges, total operating costs and expenses for the quarter increased 15% to $154.9 million from $134.9 million in 2003, due primarily to the operations of Geauga Lake. Excluding operations at Geauga Lake, total cash operating costs and expenses for the quarter increased 4%, due to having more operating days in the period. After depreciation and a $1.1 million non-cash charge for unit options, operating income for the quarter decreased slightly to $125.2 million from $126.0 million a year ago, due to Geauga Lake's operating loss of $1.8 million in the period. On a same-park basis, operating income in the period increased 1% to $127.0 million.

In the 2004 third quarter, we recognized a non-cash credit of $1.2 million for the change in fair value of two interest rate swap agreements during the period, which was comparable to last year's third quarter credit. The remaining swap liability balance of approximately $1.4 million at the end of the third quarter will reverse into income over the next two 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 partnership taxes, both of which were up between years due to the Geauga Lake acquisition, net income for the quarter was $108.9 million, or $2.02 per diluted limited partner unit, compared to net income of $111.4 million, or $2.16 per unit, a year ago. Excluding the impact of Geauga Lake, net income in the quarter would have increased $0.7 million over the prior year to $112.1 million, or $2.16 per unit.

In spite of inclement weather throughout much of the operating season at most of our seasonal parks, consolidated net revenues for the nine months ended September 26, 2004, increased 6% to $473.8 million from $448.9 million for the nine-month period ended September 28, 2003. This increase was the result of a 3% increase in combined attendance, a 3% increase in average in-park guest per capita spending, and a 3% increase in out-of-park revenues. Excluding the contribution of Geauga Lake, net revenues in the period would have increased only slightly to $451.1 million, on a 3% increase in average in-park guest per capita spending, a 2% increase in out-of-park revenues, and a 3% decrease in combined attendance.

Through the first nine months of the year, our operating costs and expenses, before depreciation and other non-cash charges, increased to $302.4 million from $276.6 million last year, due primarily to the acquisition of Geauga Lake. On a same-park basis, cash operating costs and expenses for the first nine months of the year increased only slightly to $278.4 million, due to a continued emphasis on expense controls at each of the parks. After depreciation and a $3.4 million non-cash charge for unit option expense, operating income decreased to $124.0 million from $129.2 million in 2003, due to Geauga Lake's operating loss of $6.3 million in the period. On a same-park basis, operating income for the nine-month period increased slightly to $130.3 million.

We recognized a non-cash credit of $3.6 million for the change in fair value of our swap agreements during the nine-month period, compared with a credit of $1.4 million in the same period a year ago. After this non-cash credit, and after interest expense and provision for partnership taxes, both of which were up somewhat between years due to the addition of Geauga Lake, our net income for the first nine months of the year decreased to $92.2 million, or $1.77 per diluted limited partner unit, from $96.6 million, or $1.88 per unit, for the same period a year ago. Excluding the impact of Geauga Lake, our net income for the first nine months of the year would have increased $4.7 million to $101.3 million, or $1.97 per unit.

In October, our operating results benefited from improved weather and an extra weekend of operations at several of our parks. For the month, combined attendance increased 9% over last year, and average in-park guest per capita spending increased 3%. Excluding operations at Geauga Lake, combined October attendance was still up 4% between years and average in-park guest per capita spending was also up 4%.

We believe that adjusted EBITDA (earnings before interest, taxes, depreciation, and 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 $3.4 million, or 2%, to $150.7 million, due in part to the addition of Geauga Lake, as well as the increase in average in-park guest per capita spending and each park's ability to control its operating costs in the period. Excluding the contribution of Geauga Lake, adjusted EBITDA would have increased 1% for the quarter. Through the first nine months of the year, adjusted EBITDA decreased to $171.4 million from $172.3 million in the same period a year ago. This small decrease resulted from essentially flat results on a same-park basis and an adjusted EBITDA loss of $ 1.3 million generated at Geauga Lake due to poor attendance during the period subsequent to its acquisition.

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 nine-month periods ended September 26, 2004 and September 28, 2003.

We ended the third quarter of 2004 in sound financial condition in terms of both liquidity and cash flow. The negative working capital ratio of 2.7 at September 26, 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 $385 million of fixed-rate term debt, with staggered maturities ranging from 2005 to 2018, as well as a $180 million revolving credit facility, which is available through March 2007. Borrowings under the revolving credit facility totaled $24.4 million as of September 26, 2004. Of the total term debt, $20 million is scheduled to mature within the next twelve months.

We have converted $100 million of our fixed-rate term debt to variable rates through the use of several interest rate swap agreements. The fair market value of these swaps, which have been designated as fair value hedges on long-term debt, was a net asset of $2.7 million at September 26, 2004, and has been reflected on the balance sheet in "Intangibles and other assets" with a corresponding increase to "Term debt."

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

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 variable-rate 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 September 26, 2004, of our outstanding long-term debt, $385 million represents fixed rate debt and $24.4 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 $1.2 million as of September 26, 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 September 26, 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 have materially affected, or that are reasonably likely to materially affect, these controls subsequent to the date of their evaluation.< /P>

ITEM 1. LEGAL PROCEEDINGS - None

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS -

On October 5, 2004, the Partnership issued 89,172 units of limited partner interest to our former general partner, Cedar Fair Management Company (CFMC), for distribution to its shareholders and certain other executives of CFMC that had an interest as shareholder equivalents in CFMC. These units were issued as part of the restructuring plan that was approved by the Partnership's limited partners in June 2004. The offer, sale and issuance of the units were deemed to be exempt from registration under the Securities Act in reliance on Section 4(2) of the Securities Act, because the issuance of units to the recipients did not involve a public offering.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None

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

ITEM 5. OTHER INFORMATION - None

Exhibits:

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

CEDAR FAIR, L.P.

(Registrant)

By Cedar Fair Management, Inc.

General Partner