SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

For the quarterly period ended March 27, 2005

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

53,588,200

(In thousands)

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

(In thousands, except per unit amounts)

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

(In thousands, except per unit amounts)

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

(In thousands)

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

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 fiscal year. Accordingly, the Partnership has elected to present financial information regarding operations and cash flows for the preceding twelve-month periods ended March 27, 2005 and March 28, 2004 to accompany the quarterly results. Because amounts for the twelve months ended March 27, 2005 include actual 2004 peak season operating results, they may not be indicative of 2005 full calendar year operations.

The Partnership's unaudited condensed consolidated financial statements for the periods ended March 27, 2005 and March 28, 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, which were included in the Form 10-K filed on March 16, 2005. 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 Partnership began to account for unit options under the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation." The Partnership selected the modified prospective method of adoption described in SFAS No. 148, "Accounting for Stock-Based Compensation-Transition and Disclosure." Approximately $1.0 million and $1.3 million in non-cash compensation expense was recognized in the three months ended March 27, 2005 and March 28, 2004, respectively, which is the same amount that would have been recognized had the provisions of SFAS No. 123 been applied from its original effective date.

Statement 123R 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 on the fair value of the equity or liability instruments issued. Statement 123R 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. Statement 123R 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 its consolidated financial statements.

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 & Wildwater Kingdom 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 separate-gated 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 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 yea r-round 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 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:

The effect of unit options and phantom units on the three months ended March 27, 2005 and March 28, 2004, had they not been antidilutive, would have been 1.4 million and 1.2 million units, respectively.

Management of the Partnership determined during the preparation of the annual financial statements for 2004, 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 effect 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 2004 first quarter is as set forth below. The amounts for the twelve months ended March 28, 2004 have not been restated as the impact in that period was not material.

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, results for the three months ended March 28, 2004 have been restated. This discussion and analysis gives effect to the restatement.

Operating results for the first quarter include normal off-season operating, maintenance and administrative expenses at our six seasonal amusement parks and five water parks, and daily operations at Knott's Berry Farm and Castaway Bay, which are open year-round. Net revenues for the first quarter of 2005 increased 7% to $24.8 million from $23.2 million, due entirely to the first-quarter contribution of Castaway Bay, which opened in November 2004. The strong performance of Castaway Bay helped offset a $2.0 million revenue shortfall at Knott's Berry Farm, which was the result of losing approximately 100,000 guest visits during the period due to record rainfall in Southern California.

Excluding depreciation and other non-cash charges, total operating costs and expenses for the quarter increased 13% to $47.8 million from $42.5 million in 2004, due primarily to the costs and expenses of Geauga Lake, which was acquired in April 2004, and Castaway Bay. After depreciation and a $1.0 million non-cash charge for unit options, operating costs and expenses increased $4.9 million to $52.2 million from $47.3 million in 2004. On a same-park basis, operating costs and expenses in the period increased 3% or $1.2 million due to the operations of Castaway Bay.

After interest expense and provision for taxes, our net loss for the period was $24.6 million, or $0.46 per diluted limited partner unit, compared to a net loss of $20.5 million, or $0.40 per unit, a year ago. Excluding the impact of Geauga Lake, the net loss for the period would have been $20.0 million, or $0.39 per unit.

For the twelve months ended March 27, 2005, which included actual 2004 peak season operating results, net revenues increased 6% to $543.6 million from $511.7 million for the twelve months ended March 28, 2004, which included actual 2003 peak season operating results. Over this same period, operating costs and expenses, before depreciation and other non-cash charges, increased to $374.3 million from $335.4 million, due to the addition of Geauga Lake and Castaway Bay, and net income decreased to $74.3 million, or $1.38 per diluted unit, from $87.5 million, or $1.70 per unit, in the prior period.

On a same-park basis, net revenues increased $7.4 million, or 1%, to $519.1 million for the twelve months ended March 27, 2005. After depreciation and all other non-cash charges, operating income for the period increased 2% to $127.9 million from $125.4 million, and net income increased $4.8 million to $92.3 million, or $1.77 per diluted unit.

We ended the first quarter of 2005 in sound financial condition in terms of both liquidity and cash flow. The negative working capital ratio (current liabilities divided by current assets) of 3.0 at March 27, 2005 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, and an additional $30 million uncommitted bank credit facility. Borrowings under the revolving credit facility totaled $151.4 million as of March 27, 2005. 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 value of these swaps, which have been designated as fair value hedges on long-term debt, was a net liability of $89,000 at March 27, 2005, 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 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 & Wildwater Kingdom, 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 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 March 27, 2005, of our outstanding long-term debt, $285 million represents fixed rate debt and $251.4 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 $1.7 million as of March 27, 2005.

ITEM 1. LEGAL PROCEEDINGS - None

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS - None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES - None

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

ITEM 5. OTHER INFORMATION - None

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