TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo May 27, 2020 Richard A. Zimmerman President and Chief Executive Officer Cedar Fair, L.P. One Cedar Point Drive Sandusky, Ohio 44870-5259 Re: Cedar Fair, L.P. Registration Statement on Form S-4 Filed May 21, 2020 File No. 333-238545 Dear Mr. Zimmerman: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Katherine Bagley at (202) 551-2545 with any questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Ris Norman