CEDAR FAIR, L.P.

          PLEASE VOTE `FOR' THE CEDAR FAIR, L.P. PROPOSALS!

Dear Fellow Unitholder:
You  and your fellow unitholders should have recently received  proxy
materials in which you were asked to vote on two proposals to  revise
Cedar  Fair's  fee  and  executive compensation  systems.   With  the
special  meeting  for  this vote fast approaching,  we  urge  you  to
promptly vote `FOR' the approval of each of the proposals.

The  Board's goal in recommending the new compensation system  is  to
tie  management's incentives more closely to the value of Cedar  Fair
units,  while  at  the  same  time making  more  cash  available  for
distributions  to  unitholders. The Board  of  Directors  unanimously
recommends the approval of each of the proposals.

Your vote is very important, and we cannot move ahead without it.  We
need  the  approval of partners holding a majority of the outstanding
partnership units in order to amend the limited partnership agreement
and  a  similar majority vote to adopt the new equity incentive plan.
As  President and Chief Executive Officer of Cedar Fair, L.P., I join
our  Board  of  Directors in recommending that  you  vote  `FOR'  the
proposals.   Voting  is  easy and instructions  are  printed  on  the
enclosed proxy card.

On the following page are answers to frequently asked questions about
the  proposal and its benefits to our partners.  Thank you  for  your
continued support of Cedar Fair, L.P.


                                   Sincerely,

                                   /s/ Richard L. Kinzel

                                   Richard L. Kinzel
                                   President and Chief Executive
                                   Officer


`The Knott Family supports both proposals, which will
 better tie management compensation to performance and
 better align the interests of management and
 unitholders.  We urge your support.'
        (Terry Hackett, Knott Family representative and Cedar Fair board
      member)

`These proposals are important because they should
 significantly
 add to the amount of cash available for distributions
 to
 limited partners of Cedar Fair in the coming years.'
         (Lee Derrough, President & CEO of Hunt Midwest
       Enterprises and Cedar Fair board member)



                      ANSWERS TO YOUR QUESTIONS

Q:   What is the Board proposing?

A:The  Board  of  Directors  is recommending  (1)  that  the  limited
  partnership  agreement  of  Cedar  Fair  be  amended  in  order  to
  eliminate  the  system of fees paid by Cedar Fair  to  the  general
  partner,  and  (2)  that a plan be approved that  will  permit  the
  award  of  limited partner units or options on units as an  element
  of management compensation.

Q:Why is the Board making this recommendation?

A:The  non-management members of the Board of Directors believe  that
  the   existing   system  is  too  heavily  weighted   toward   cash
  compensation and does not afford the types of incentives  that  are
  appropriate  in today's business environment, including  incentives
  that  are  closely  tied to the stock-market performance  of  Cedar
  Fair  units.  The proposed new system is designed to tie  a  larger
  portion  of  management compensation to the  value  of  Cedar  Fair
  units,  and  thus to more closely align the interests of management
  with those of our unitholders.

Q:Why should I vote `FOR' the proposals?

A:There are two principal benefits of the proposals:
  -    The proposed new system is expected to result in a significant
     increase  beginning in 2001 in the amount of cash available  for
     distributions to unitholders.  For example, we project that cash
     distributions in 2001 will benefit from savings of $6.2 million, or
     $.12 per unit, under the new system.
  -     A larger portion of management's compensation will be tied to
     the value of Cedar Fair units, so the interests of management will be
     more closely aligned with those of the limited partner unitholders.

Q:What  will  happen  if  these proposals are  not  approved  by  the
  unitholders?

A:If  the  proposals  are  not  approved, the  existing  compensation
  system  will remain in place.  As Cedar Fair grows and its revenues
  and  cash distributions continue to increase, the cash compensation
  payable  to  senior  management will likely  increase  at  an  even
  faster  rate.   Additionally,  the  compensation  system  will  not
  include  a strong equity incentive component aligning the interests
  of senior management with those of the unitholders.

Q:What are the consequences if I do not vote?

A:A  failure  to  vote  has  the same effect as  voting  against  the
  proposals.   If  you  do  not  return  your  proxy  card,  vote  by
  telephone  or  over the Internet, or instruct your  broker  how  to
  vote  any units held for you in your broker's name, the effect will
  be a vote against each of the proposals.

Q:May I change my vote after submitting my proxy?

A:Yes.   You  may  revoke  your  proxy  at  any  time  before  it  is
  exercised,  and it will not be used if you attend the  meeting  and
  prefer  to  vote  in person.  If you instruct your broker  to  vote
  your  units,  you must follow directions received from your  broker
  to change those instructions.

Q:   Who can help answer my questions?

A:If  you  have  more questions about the proposals or if  you  would
  like  additional copies of the proxy statement, please contact  our
  proxy solicitor, Morrow & Co., Inc. at: (800) 965-1059.