10-Q

FORM 10 - Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 29, 2003

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________.

Commission file number 1-9444

CEDAR FAIR, L.P.

(Exact name of Registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of

incorporation or organization)

34-1560655

(I.R.S. Employer

Identification No.)

One Cedar Point Drive, Sandusky, Ohio 44870-5259

(Address of principal executive offices)

(zip code)

(419) 626-0830

(Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X No .

Title of Class

Depositary Units

(Representing Limited Partner Interests)

Units Outstanding As Of

August 1, 2003

50,629,400

CEDAR FAIR, L.P.

INDEX

FORM 10 - Q

Part I - Financial Information
Item 1.	Financial Statements	3-8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	9-11
Item 4.	Controls and Procedures	11
Part II - Other Information
Item 6.	Exhibits and Reports on Form 8-K	12
Signatures		13
Index to Exhibits		14

PART I - FINANCIAL INFORMATION

ITEM 1. - FINANCIAL STATEMENTS

CEDAR FAIR, L.P.

CONSOLIDATED BALANCE SHEETS

(In thousands)

		(Unaudited)	(Audited)
		6/29/03	12/31/02
	ASSETS
Current Assets:
	Cash	$ 11,717	$ 2,171
	Receivables	17,678	6,623
	Inventories	24,233	13,895
	Prepaids	6,872	6,548
		60,500	29,237
Property and Equipment:
	Land	149,380	149,380
	Land improvements	131,971	127,919
	Buildings	256,479	254,512
	Rides and equipment	562,967	522,234
	Construction in progress	1,087	21,811
		1,101,884	1,075,856
	Less accumulated depreciation	(312,803)	(294,354)
		789,081	781,502
Intangibles, net of amortization		11,207	11,518
		$ 860,788	$ 822,257
	LIABILITIES AND PARTNERS' EQUITY
Current Liabilities:
	Current maturities of long-term debt	$ 10,000	$ 10,000
	Accounts payable	45,134	28,045
	Distribution payable to partners	22,300	21,252
	Accrued interest	6,157	5,953
	Accrued taxes	10,316	16,893
	Accrued salaries, wages and benefits	12,423	11,457
	Self-insurance reserves	10,379	11,250
	Other accrued liabilities	5,549	1,488
		122,258	106,338
Accrued Taxes		42,516	32,615
Other Liabilities		11,745	12,834
Long-Term Debt:
	Revolving credit loans	204,300	135,150
	Term debt	230,000	230,000
		434,300	365,150
Partners' Equity:
	Special L.P. interests	5,290	5,290
	General partner	10	70
	Limited partners, 50,629 and 50,549 units outstanding at
	June 29, 2003 and December 31, 2002, respectively	228,725	285,675
	Limited partnership unit options	15,944	14,875
	Accumulated other comprehensive loss	-	(590)
		249,969	305,320
		$ 860,788	$ 822,257

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

CEDAR FAIR, L.P.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands except per unit amounts)

			Three months ended		Six months ended		Twelve months ended
			6/29/03	6/30/02	6/29/03	6/30/02	6/29/03	6/30/02
Net revenues:
	Admissions		$ 70,429	$ 70,750	$ 78,677	$ 80,555	$ 250,265	$ 253,133
	Food, merchandise and games		60,156	61,611	70,962	73,243	198,763	203,257
	Accommodations and other		14,630	15,208	17,075	17,707	49,032	48,769
			145,215	147,569	166,714	171,505	498,060	505,159
Costs and expenses:
	Cost of products sold		15,536	16,273	18,864	19,967	51,886	55,241
	Operating expenses		65,281	63,496	96,560	95,887	217,201	221,159
	Selling, general and adminstrative		19,568	19,588	26,324	26,811	62,744	62,404
	Depreciation and amortization		15,443	14,516	18,661	17,816	42,527	44,320
	Non-cash unit option expense		1,835	1,358	3,078	1,319	5,788	7,245
	Provision for loss on retirement
		of assets	-	-	-	3,200	-	3,200
			117,663	115,231	163,487	165,000	380,146	393,569
Operating income			27,552	32,338	3,227	6,505	117,914	111,590
Interest expense			6,422	6,725	12,359	12,522	24,804	24,458
Other (income) expense			(469)	1,877	(284)	3,370	3,995	3,370
Income (loss) before taxes			21,599	23,736	(8,848)	(9,387)	89,115	83,762
Provision for taxes			4,907	4,935	5,994	5,831	17,322	17,268
Net income (loss)			16,692	18,801	(14,842)	(15,218)	71,793	66,494
Net income (loss) allocated to
	general partner		17	19	(15)	(15)	72	66
Net income (loss) allocated to
	limited partners		$ 16,675	$ 18,782	$ (14,827)	$ (15,203)	$ 71,721	$ 66,428
Basic earnings per limited partner unit:
	Weighted average limited partner
		units outstanding	50,605	50,514	50,591	50,514	50,561	50,534
	Net income (loss) per limited
		partner unit	$ 0.33	$ 0.37	$ (0.29)	$ (0.30)	$ 1.42	$ 1.31
Diluted earnings per limited partner unit:
	Weighted average limited partner
		units outstanding	51,286	51,260	50,591	50,514	51,190	51,113
	Net income (loss) per limited
		partner unit	$ 0.33	$ 0.37	$ (0.29)	$ (0.30)	$ 1.40	$ 1.30
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

CEDAR FAIR, L.P.
UNAUDITED CONSOLIDATED STATEMENT OF PARTNERS' EQUITY
(In thousands, except per unit amounts)
			Three months ended
			6/29/03
SPECIAL L.P. INTERESTS			$ 5,290
GENERAL PARTNER'S EQUITY
	Beginning balance, March 30, 2003		16
	Net income		17
	Partnership distributions declared		(23)
			10
LIMITED PARTNERS' EQUITY
	Beginning balance, March 30, 2003		233,207
	Net income		16,675
	Partnership distributions declared
		($0.44 per limited partnership unit)	(22,277)
	Limited partnership units issued upon option exercise		1,120
			228,725
L.P. UNIT OPTIONS
	Beginning balance, March 30, 2003		14,848
	Change in recognized value of limited partnership unit options		1,835
	Limited partnership unit options exercised		(739)
			15,944
		Total Partners' Equity	$ 249,969
The accompanying Notes to Consolidated Financial Statements are an integral part of this statement.

CEDAR FAIR, L.P.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

					Three months ended		Six months ended		Twelve months ended
					6/29/03	6/30/02	6/29/03	6/30/02	6/29/03	6/30/02
CASH FLOWS FROM (FOR) OPERATING
		ACTIVITIES
Net income (loss)					$ 16,692	$ 18,801	$ (14,842)	$ (15,218)	$ 71,793	$ 66,494
Adjustments to reconcile net income (loss) to net
	cash from operating activities
		Depreciation and amortization			15,443	14,516	18,661	17,816	42,527	44,320
		Non-cash unit option expense			1,835	1,358	3,078	1,319	5,788	7,245
		Provision for loss on retirement of assets			-	-	-	3,200	-	3,200
		Other non-cash (income) expense			(469)	1,877	(284)	3,370	3,995	3,370
		Change in assets and liabilities:
			(Increase) decrease in inventories		(5,420)	(3,842)	(10,338)	(8,557)	(1,560)	1,703
			(Increase) decrease in current and other assets		(12,363)	(13,825)	(11,280)	(15,410)	2,582	(7,017)
			Increase (decrease) in accounts payable		12,054	16,892	17,089	26,348	(2,420)	3,749
			Increase in accrued taxes		3,768	2,838	3,324	4,264	9,525	10,447
			Increase (decrease) in self-insurance reserves		309	585	(871)	(114)	(1,007)	1,642
			Increase (decrease) in other current liabilities		14,734	14,201	5,231	6,297	(62)	1,844
			Increase (decrease) in other liabilities		208	325	(215)	386	1,571	(1,925)
				Net cash from operating activities	46,791	53,726	9,553	23,701	132,732	135,072
CASH FLOWS FROM (FOR) INVESTING
		ACTIVITIES
Capital expenditures					(12,053)	(13,419)	(26,027)	(32,106)	(49,612)	(49,799)
				Net cash (for) investing activities	(12,053)	(13,419)	(26,027)	(32,106)	(49,612)	(49,799)
CASH FLOWS FROM (FOR) FINANCING
		ACTIVITIES
Net borrowings (payments) on revolving credit loans					(3,850)	(54,750)	69,150	(38,250)	9,550	(148,700)
Term debt borrowings (payments)					-	46,667	-	100,000	(10,000)	150,000
Distributions paid to partners					(22,288)	(20,732)	(43,541)	(41,464)	(85,525)	(81,955)
Exercise of limited partnership unit options					381	-	411	-	411	-
Repurchase of limited partnership units					-	-	-	-	-	(1,866)
				Net cash from (for) financing activities	(25,757)	(28,815)	26,020	20,286	(85,564)	(82,521)
CASH
		Net increase (decrease) for the period			8,981	11,492	9,546	11,881	(2,444)	2,752
		Balance, beginning of period			2,736	2,669	2,171	2,280	14,161	11,409
		Balance, end of period			$ 11,717	$ 14,161	$ 11,717	$ 14,161	$ 11,717	$ 14,161
SUPPLEMENTAL INFORMATION
Cash payments for interest expense					$ 2,343	$ 2,711	$ 12,155	$ 11,511	$ 24,056	$ 22,118
Interest capitalized					190	315	491	513	785	681
Cash payments for income taxes					1,102	1,324	1,105	1,377	7,274	7,481

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

CEDAR FAIR, L.P.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIODS ENDED JUNE 29, 2003 AND JUNE 30, 2002

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 29, 2003 and June 30, 2002 to accompany the three and six month results. Because amounts for the twelve months ended June 29, 2003 include actual 2002 peak season operating results, they may not be indicative of 2003 full calendar year operations.

(1) Significant Accounting and Reporting Policies:

The Partnership's consolidated financial statements for the periods ended June 29, 2003 and June 30, 2002 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, 2002, which were included in the Form 10-K filed on March 28, 2003. 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.

(2) Interim Reporting:

The Partnership owns and operates six 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; Valleyfair in Shakopee, Minnesota; 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. The Partnership also operates Camp Snoopy at the Mall of America in Bloomington, Minnesota under a management contract. Virtually all of the Partnership's revenues from its five seasonal amusement parks, as well as its five water parks, 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-roun d 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 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.

(3) Unit Options:

As of January 1, 2003, the Partnership began accounting for unit options under the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based Compensation." Under the modified prospective method of adoption selected by the Partnership under SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure," compensation cost recognized in 2003 is the same as that which would have been recognized had the recognition provisions of SFAS No. 123 been applied from its original effective date. Results for prior years have not been restated. Prior to 2003, the Partnership accounted for all unit-based compensation awards, including unit options, using the intrinsic value method prescribed by Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees" and related interpretations. In the quarter ended June 29, 2003, the Partnership recognized a non-cas h charge of $1.8 million under SFAS No. 123, compared to a $1.4 million charge recognized under APB Opinion No. 25 in the same period a year ago.

Had compensation expense for unit options been determined from inception using the provisions of SFAS No. 123, the effect on the Partnership's net income (loss) and earnings per unit would have been as follows:

			Three months	Six months
			ended	ended	Twelve months ended
			6/30/02	6/30/02	6/29/03	6/30/02
			(In thousands, except per unit amounts)
Net income (loss), as reported			$ 18,801	$ (15,218)	$ 71,793	$ 66,494
Plus:		Total unit-based compensation
		expense included in reported net
		income (loss)	1,358	1,319	5,788	7,245
Less:		Total unit-based compensation
		expense determined under fair
		value-based method for all awards	(1,440)	(2,863)	(6,451)	(5,551)
Pro forma net income (loss)			$ 18,719	$ (16,762)	$ 71,130	$ 68,188
Net income (loss) per limited partner unit:
	Basic - as reported		$ 0.37	$ (0.30)	$ 1.42	$ 1.31
	Basic - pro forma		$ 0.37	$ (0.33)	$ 1.41	$ 1.35
	Diluted - as reported		$ 0.37	$ (0.30)	$ 1.40	$ 1.30
	Diluted - pro forma		$ 0.37	$ (0.33)	$ 1.40	$ 1.34

(4) Contingencies:

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.

(5) Earnings per Unit:

Net income (loss) per limited partner unit is calculated based on the following unit amounts:

	Three months ended				Six months ended		Twelve months ended
	6/29/03		6/30/02		6/29/03	6/30/02	6/29/03	6/30/02
	(In thousands except per unit amounts)
Basic weighted average units outstanding	50,605	50,514		50,591		50,514	50,561	50,534
Effect of dilutive units:
Unit options	681	746		-		-	629	579
Diluted weighted average units outstanding	51,286	51,260		50,591		50,514	51,190	51,113
Net income (loss) per unit - basic	$ 0.33	$ 0.37		$ (0.29)		$ (0.30)	$ 1.42	$ 1.31
Net income (loss) per unit - diluted	$ 0.33	$ 0.37		$ (0.29)		$ (0.30)	$ 1.40	$ 1.30

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations:

Second Quarter -

Unusually cool temperatures and frequent rainfall throughout much of May and June negatively impacted second quarter results at most of the Partnership's parks. For the quarter, consolidated net revenues decreased 2% to $145.2 million from $147.6 million in 2002, on a 6% decrease in combined attendance and a 5% increase in average in-park guest per capita spending. Over this same period, out-of-park revenues, including resort hotels, were essentially flat between years.

Excluding depreciation and other non-cash charges, total operating costs and expenses for the quarter increased 1% to $100.4 million from $99.4 million in 2002. After depreciation and a $1.8 million non-cash charge for unit options, operating income for the period decreased to $27.6 million from $32.3 million a year ago.

In 2000 and 2001, the Partnership entered into several interest rate swap agreements as a means of converting a portion of its variable-rate debt into fixed-rate debt at favorable rates. In 2002, the Partnership recognized $7.6 million of non-cash charges in other expense related to the change in fair value of two of its swap option agreements that could not be designated as effective hedges under the applicable accounting rules. In the current quarter, the Partnership recognized a non-cash credit of $469,000 for the change in fair value of the swap agreements during the period, compared with an expense of $1.9 million in the same period a year ago. The remaining balance of the original non-cash charges (totaling $7.4 million at the end of the second quarter) will reverse into income over the next seven 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, the Partnership's net income for the quarter was $16.7 million, or $0.33 per diluted limited partner unit, compared to net income of $18.8 million, or $0.37 per unit, a year ago.

Six Months Ended June 29, 2003 -

During the first half of 2003, inclement weather in the Midwest and East, as well as the general weakness of the economy, negatively impacted results at the Partnership's parks. For the six months ended June 29, 2003, net revenues decreased 3% to $166.7 million from $171.5 million for the six-month period ended June 30, 2002. This decrease was the result of a 7% decrease in combined attendance, offset somewhat by a 5% increase in average guest per capita spending at the eleven parks. Over the same period, out-of-park revenues, including resort hotels, were essentially flat.

Through the first six months of the year, the Partnership's operating costs and expenses, before depreciation and other non-cash charges, decreased 1% to $141.7 million, due to a strong emphasis on expense controls at each of the parks. After depreciation and a $3.1 million non-cash charge for unit option expense, operating costs and expenses totaled $163.5 million for the period, compared to $165.0 million in 2002. Included in last year's operating costs and expenses were a $1.3 million non-cash charge for unit options and a $3.2 million provision for estimated losses on the retirement of certain fixed assets removed from service at the Partnership's parks.

The Partnership recognized a non-cash credit of $284,000 for the change in fair value of its swap agreements during the six month period, compared with an expense of $3.4 million 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, the Partnership's net loss for the first six months of the year was $14.8 million, or $0.29 per diluted limited partner unit, compared to a net loss of $15.2 million, or $0.30 per unit, for the same period a year ago.

Twelve Months Ended June 29, 2003 -

For the twelve months ended June 29, 2003, which included actual 2002 peak season operating results, net revenues decreased 1% to $498.1 million from $505.2 million for the twelve months ended June 30, 2002, which included actual 2001 peak operating

results. Over this same period, the Partnership's operating costs and expenses, before depreciation and other non-cash charges, decreased 2% to $331.8 million due to a strong emphasis on expense controls. After depreciation and all other non-cash and non-recurring charges, operating income for the period increased 6% to $117.9 million from $111.6 million, and net income increased to $71.8 million, or $1.40 per diluted unit, from $66.5 million, or $1.30 per unit, a year ago.

July 2003 -

In July, poor weather continued to be a factor in the Partnership's operating results. Although temperatures returned closer to normal, heavy rainfall continued to negatively impact results at the Partnership's seasonal parks and combined attendance decreased 3% from last year. Through the end of July, combined attendance at the Partnership's eleven properties was down 5% from 2002 and average in-park guest per capita spending was up 4%. Over the same period, out-of-park revenues remained relatively flat between years.

Adjusted EBITDA -

Management believes that a very meaningful measure of the Partnership's operating results and its ability to generate free cash flow for distributions to unitholders is adjusted EBITDA, which represents earnings before interest, taxes, depreciation, and non-cash and non-recurring items. For the second quarter and six-month periods, adjusted EBITDA decreased $3.4 million and $3.9 million, respectively, due primarily to the shortfall in attendance caused by poor weather during the periods.

Adjusted EBITDA is provided here as a supplemental measure of the Partnership's 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 net income to adjusted EBITDA for the three and six-month periods ended June 29, 2003 and June 30, 2002.

	Three months ended		Six months ended
	6/29/03	6/30/02	6/29/03	6/30/02
	(In thousands)
Net income (loss)	$ 16,692	$ 18,801	$ (14,842)	$ (15,218)
Provision for taxes	4,907	4,935	5,994	5,831
Other (income) expense	(469)	1,877	(284)	3,370
Interest expense	6,422	6,725	12,359	12,522
Provision for loss on retirement of assets	-	-	-	3,200
Non-cash unit option expense	1,835	1,358	3,078	1,319
Depreciation and amortization	15,443	14,516	18,661	17,816
Adjusted EBITDA	$ 44,830	$ 48,212	$ 24,966	$ 28,840

Financial Condition and Liquidity:

The Partnership ended the second quarter of 2003 in sound financial condition in terms of both liquidity and cash flow. The negative working capital ratio of 2.0 at June 29, 2003 is the result of the Partnership's 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 and seasonal operating expenses as required. The Partnership has no significant off-balance sheet financing arrangements.

At the end of the second quarter, the Partnership had $240 million of fixed-rate term debt, as well as a $275 million revolving credit facility, which is available through November 2004. Borrowings under the revolving credit facility totaled $204.3 million as of June 29, 2003, of which $100 million has been converted to fixed-rate obligations through the first quarter of 2005 by use of interest rate swap agreements. Credit facilities and cash flow from operations are expected to be adequate to fund seasonal working capital needs, planned capital expenditures and regular quarterly cash distributions.

Key Accounting Policies:

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.

Reserves are recorded for the estimated amounts of guest and employee claims and expenses incurred each period that are not covered by insurance. These reserves are periodically reviewed and adjusted to assure their adequacy.

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.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls -

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 29, 2003, 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.

PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits:

Exhibit (10)	Employment Agreement with Richard L. Kinzel
Exhibit (31.1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit (31.2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Exhibit (32.1)	Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K: The Registrant filed the following report on Form 8-K during the quarter ended June 29, 2003 and through the date of this filing:

On August 6, 2003, a Form 8-K was filed disclosing comments made by management during the Partnership's second quarter earnings conference call.

SIGNATURES

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 Company

General Partner

Date: August 11, 2003	/s/ Bruce A. Jackson
	Bruce A. Jackson
	Corporate Vice President - Finance
	(Chief Financial Officer)
	/s/ Charles M. Paul
	Charles M. Paul
	Vice President and Corporate Controller
	(Chief Accounting Officer)

INDEX TO EXHIBITS

		Page Number
Exhibit (10)	Employment Agreement with Richard L. Kinzel	15
Exhibit (31.1)	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	25
Exhibit (31.2)	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	26
Exhibit (32.1)	Certifications Pursuant to 18 U.S.C. 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	27

EX-10

Exhibit 10

Employment Agreement

1. Recitals.

(a) Cedar Fair, L.P., a publicly traded Delaware limited partnership, is affiliated with several corporations and partnerships including, without limitation, Cedar Fair Management Company, Magnum Management Corp., Cedar Point of Michigan, Michigan's Adventure, Inc., Knott's Berry Farm, Cedar Fair and Boeckling, L.P. (hereinafter collectively referred to as "Cedar Fair" or the "Company").

(b) Cedar Fair Management Company, an Ohio corporation, manages the day-to-day activities of, and establishes the long-term objectives for, Cedar Fair. The Board of Directors of Cedar Fair Management Company (the "Board") wishes to enter into an employment agreement with, or to cause another affiliate to enter into an employment agreement with, Richard L. Kinzel (the "Executive") to be effective as of June 1, 2003 (the "Agreement").

(c) The Executive has held the position of President and Chief Executive Officer of Cedar Fair since 1986. During his tenure, Executive has consistently met or surpassed performance goals established by the Board. As the President and Chief Executive Officer, Executive has consistently improved the operating results of Cedar Fair.

1. The Board desires to retain the employment of Executive in his present capacity and to assure Cedar Fair of his continued services in this capacity. The Board also desires Executive to remain active with Cedar Fair after the completion of Executive's employment with Cedar Fair.
2. Executive desires to remain in the employment of Cedar Fair in his present capacity, and to remain active with Cedar Fair, and Executive is committed to serve and assist Cedar Fair on the terms provided in this Agreement.

(f) In consideration of the mutual promises contained herein and other good and valuable consideration, the Executive and Cedar Fair have entered into this Agreement.

2. Term of Employment.

Except as otherwise provided in this Agreement, Cedar Fair and the Executive agree that the Executive will remain in the employ of Cedar Fair until January 2, 2008. The "Term of Employment" shall refer to the period commencing on June 1, 2003 and ending on January 2, 2008.

3. Nature of Duties.

(a) The Executive agrees to devote his full-time to the business and affairs of Cedar Fair so as to achieve the goals and objectives set by the Board, and to use his best efforts to promote the interests of Cedar Fair and to perform faithfully and efficiently the responsibilities assigned to him in accordance with the terms of this Agreement. Executive further understands that he is governed by a duty of loyalty and fidelity to Cedar Fair by virtue of his position.

(b) Except as otherwise provided herein, Cedar Fair agrees that it will not, without the Executive's express written consent, (i) assign to the Executive duties inconsistent with his current position, duties, responsibilities and status with Cedar Fair, (ii) change his titles or offices as currently in effect. As part of a succession planning program at Cedar Fair, effective January 1, 2005, Executive, subject to Board approval, shall appoint a Chief Operating Officer.

4. Board Membership.

Executive is currently Chairman of the Board of Directors. As part of a succession planning program at Cedar Fair, Executive shall continue to be appointed to Chairman of the Board until December 30, 2008 provided he is elected a member of the Board. Thereafter, Executive will serve as member of the Board for a period of at least two more years provided he is elected to the Board.

5. Compensation.

(a) Base Salary. As compensation for Executive's services, Cedar Fair shall pay to the Executive during the term of this Agreement an annual salary ("Base Salary"). The Executive's Base Salary shall be no less than $875,000 per year and may be adjusted upwards each year in an amount determined by the Board.

(b) Incentive Compensation. During the Term of Employment, Cedar Fair agrees that Executive will be eligible to participate in the Corporate Officers Incentive Compensation Plan, the Senior Management Long-Term Incentive Compensation Plan and Equity Incentive Plans and any amendments thereto and any new Plan established subsequent to the effective date of this Agreement. Cedar Fair agrees that during the Terms of Employment, Executive shall participate in the various incentive plans on terms no less favorable then provided other senior managers and/or officers of Cedar Fair.

6. Fringe Benefits.

The fringe benefit plans currently maintained and provided by Cedar Fair in which the Executive will be eligible to participate upon the execution of this Agreement are listed in Schedule A hereto. Cedar Fair agrees that Executive shall be eligible to participate in the fringe benefit plans and other benefit programs on terms no less favorable than provided other senior managers and/or officers of Cedar Fair.

7. Business Expenses and Perquisites.

Reasonable travel, entertainment and other business expenses incurred by Executive in the performance of his duties hereunder shall be reimbursed by Cedar Fair in accordance with Cedar Fair's policies as in effect from time to time.

8. Termination by Cedar Fair Other Than for Cause.

(a) If Cedar Fair shall terminate the Executive's employment prior to January 2, 2008, other than pursuant to Section 11 hereof, then Cedar Fair shall pay to the Executive in a lump sum on the twentieth business day following the Date of Termination, the following amounts:

(i) The Executive's Base Compensation Salary through the Date of Termination; and

(ii) In lieu of any further Base Salary payments for periods subsequent to the Date of Termination, an amount equal to the present value of Executive's Base Salary that Executive would have received had he remained employed with Cedar Fair through the Term of Employment; and

(iii) In lieu of any further Incentive Compensation, an amount equal to the present value of Incentive Compensation that Executive would have received had he remained employed through the Term of Employment. For purposes of this provision, in calculating the amount of Incentive Compensation Executive would have received, the weighted average Incentive Compensation received by Executive over the prior three years shall be multiplied by the number of years (or prorations thereof) remaining from the Date of Termination through January 2, 2008; and

(iv) Executive shall become immediately vested in any Award, Option, Unit Appreciation Right, Restricted Unit Award, Performance Unit, Distribution Equivalent, Other Unit Award, or any other right, interest or option relating to Units or other securities of Cedar Fair issued to Executive, pursuant to the 2000 Equity Incentive Plan, the 2002 Long Term Plan or any amendment thereto, or any new Plan established subsequent to the effective date of this Agreement, and shall be entitled to exercise any Award, Option, Unit Appreciation Right, Restricted Unit Award, Performance Unit, Distribution Equivalent, Other Unit Award, or any other right, interest or option relating to Units or other securities, at any time on or before March 1, 2010.

9. Termination Upon Executive's Death.

In the event of Executive's death, this Agreement shall terminate and Cedar Fair shall pay to Executive's estate any compensation and benefits earned but not so yet paid as of the date of Executive's death. Cedar Fair, at its expense, shall in addition to any other life insurance currently provided to Executive, shall purchase a two million dollar term life insurance policy on the life of the Executive and permit him to designate the beneficiary. The term life insurance shall remain in effect for a period of twelve years. For purposes of this Agreement, upon his death, Executive's employment shall be deemed to have terminated by Cedar Fair other than for cause as set forth in Paragraph 8 and Executive and/or his estate shall be entitled to the compensation and benefits provided in Paragraph 8(a)(iv).

10. Termination for Disability.

Cedar Fair may terminate this Agreement for "Disability" if the Executive is "Disabled." For purposes of this Agreement, the Executive shall be considered Disabled only if, as a result of his incapacity due to physical or mental illness, he shall have been absent from his duties with Cedar Fair on a full-time basis for a period of six (6) consecutive months and a physician selected by Cedar Fair with the consent of the Executive is of the opinion that the Executive is suffering from "Total Disability" as defined in any disability insurance program maintained by Cedar Fair. Any termination of employment pursuant to the provision shall be deemed a termination by Cedar Fair other than for cause as set forth in Paragraph 8 and Executive shall be entitled to compensation and benefits as provided therein. Monetary payments received by Executive from any long term or short term disability plan maintained by Cedar Point shall be used to reduce any salary payments made by C edar Fair pursuant to this Agreement.

11. Termination for Cause.

(a) Cedar Fair may terminate the Executive's employment for Cause. For the purposes of this Agreement, "Cause" shall mean (i) Executive's conviction of, or plea of guilty or nolo contendere to a felony or a crime of moral turpitude; (ii) upon the willful and continued failure by the Executive to substantially perform his duties with Cedar Fair which failure results in material injury or damage, including damage to the reputation of Cedar Fair; (iii) the failure of Executive to comply with the provisions of Paragraph 14 and 15 hereof; (iv) intentional theft or embezzlement from Cedar Fair; (v) the commission of a fraudulent act or practice by the Executive affecting Cedar Fair; or (vi) an act of gross negligence or gross misconduct that relates to the affairs of Cedar Point. Notwithstanding the foregoing, the Executive's employment shall not be deemed to have been terminated for cause if this termination took place as a result of (i) any act or omission the Executive reasonably and i n good faith believed to have been in or not opposed to the best interests of Cedar Fair; or (ii) any act or omission in respect of which a determination be made that the Executive met the applicable standard of conduct prescribed for indemnification or reimbursement or payment of expenses under the Regulation Laws of Cedar Fair or the laws of the State of Ohio, in each case as in effect at the time of such act or omission. Further, Executive shall not be deemed to have been terminated for cause without (1) reasonable written notice ("Cause Notice") to the Executive and (ii) an opportunity for the Executive, together with his counsel, to be heard before the Board provided, that such meeting shall occur within fifteen (15) calendar days of delivery of the Cause Notice.

1. Cedar Fair shall give the Executive 30 days' written notice of its intention to terminate the Executive's employment for Cause and the grounds for its decision.
2. If the Executive's employment shall be terminated for Cause, Cedar Fair shall pay the Executive his Base Compensation through the Date of Termination and all Incentive Compensation earned but not as yet paid as of the Date of Termination. Cedar Fair shall have no further obligations to the Executive under this Agreement.
3. Should a dispute arise between the parties to this Agreement regarding whether Executive's employment was terminated for "Cause", and if the parties cannot resolve the matter, the parties agree to submit the dispute to final and binding arbitration.

Arbitration shall be conducted by a panel of three (3) arbitrators in accordance with the rules of the American Arbitration Association. Within twenty (20) days after notice from one party to the other of the notifying party's election to arbitrate, each party shall select one (1) arbitrator. Within twenty (20) days after the selection of the two (2) arbitrators by the parties, said arbitrators shall in turn select a third arbitrator. If the two arbitrators cannot agree upon the selection of a third arbitrator, the parties agree that the third arbitrator shall be appointed by the American Arbitration Association. The three (3) arbitrators shall deliver their decision to the parties in writing within ninety (90) days after the selection of the third arbitrator. Judgment on such decision may be rendered in a court of competent jurisdiction. The costs of the arbitrators shall be paid by Cedar Fair. Should the Executive prevail in arbitration, Cedar Fair shall reimburse Executive for reasonable costs, expenses and attorney's fees incurred by Executive. Should the arbitrators decide that Executive's employment was terminated without cause, Executive understands and agrees that the arbitrators may only award Executive compensation and benefits provided for in Paragraph 8 of this Agreement. Executive expressly waives any claims for pain and suffering damages and punitive damages.

12. Other Benefits Upon Termination.

Unless the Executive is terminated for Cause, Executive shall receive and be eligible to participate, until January 2, 2008, in the Plans, fringe benefits and other benefit programs on terms no less favorable than provided to other senior managers and officers of Cedar Fair. In the event that participation in any such Plan, fringe benefits or other benefit programs is barred, Cedar Fair shall arrange to provide the Executive with benefits substantially similar to those which he otherwise would have received had he remained employed though the Term of Employment.

13. Retirement.

As an inducement for Executive to remain employed through the Term of Employment, Executive shall receive, in addition to severance and his normal and supplemental retirement benefits, lifetime health coverage benefits for himself and his spouse. The terms of the coverage shall be the same or substantially similar to coverage provided to active employees of Cedar Fair. Upon Executive's retirement, regardless of whether Executive has remained employed through the Term of Employment, Executive shall become immediately vested in any Award, Option, Unit Appreciation Right, Restricted Unit Award, Performance Unit, Distribution Equivalent, Other Unit Award, or any other right, interest or option relating to Units or other securities issued pursuant to the 2000 Equity Incentive Plan, the 2002 Long Term Plan or any amendment thereto or any new Plan established subsequent to the effective date of this Agreement and shall further be entitled to exercise any Award Option, Unit Appreciation Right, Restricted Unit, Award, Performance Unit, Distribution Equivalent, Other Unit Award or any other right, interest or option relating to Units or other securities, at any time on or before March 1, 2010.

14. Disclosure of Information.

(a) The Executive acknowledges that it is the policy of Company to maintain as secret and confidential all Confidential Information (as defined herein). The parties hereto recognize that the services to be performed by the Execute pursuant to this Agreement are special and unique, and that by reason of his employment by the Company after the effective date, the Executive will acquire, or may have acquired, Confidential Information. The Executive recognizes that all such Confidential Information is and shall remain the sole property of the Company, free of any rights of the Executive, and acknowledges that the Company has a vested interest in assuring that all such Confidential Information remains secret and confidential. Therefore, in consideration of the Executive's employment with the Company pursuant to this Agreement, the Executive agrees that at all times from after the effective date, he will not, directly or indirectly, disclose to any person, firm, company or other entity (other than t he Company) any Confidential Information, except as specifically required in the performance of his duties hereunder, without the prior written consent of the Company, except to the extent that (i) any such Confidential Information becomes generally available to the public, other than as a result of a breach by the Executive of this Section 14 or by any other executive officer of the Company subject to confidentiality obligations, or (ii) any such Confidential Information becomes available to the Executive on a non-confidential basis from a source other than the Company, or its executive officers or advisors; provided, that such source is not known by the Executive to be bound by a confidentiality agreement with, or other obligation of secrecy to, the Company or another party. In addition, it shall not be a breach of the confidentiality obligations hereof if the Executive is required by law to disclose any Confidential Information; provided, that in such case, the Executive shall (a) give the Company the ea rliest notice possible that such disclosure is or may be required and (b) cooperate with the Company, at the Company's expense, in protecting to the maximum extent legally permitted, the confidential or proprietary nature of the Confidential Information which must be so disclosed. The obligations of the Executive under this Section 14 shall survive any termination of this Agreement. During the Term of Employment the Executive shall exercise all due and diligent precautions to protect the integrity of the business plans, customer lists, statistical data and compilation, agreements, contracts, manuals or other documents of the Company which embody the Confidential Information, and upon the expiration or the termination of the Employment Term, the Executive agrees that all Confidential Information in his possession, directly or indirectly, that is in writing or other tangible form (together with all duplicates thereof) will forthwith be returned to the Company and will not be retained by the Executive or furn ished to any person, either by sample, facsimile film, audio or video cassette, electronic data, verbal communication or any other means of communication. The Executive agrees that the provisions of this Section 14 are reasonably necessary to protect the proprietary rights of the Company in the Confidential Information and its trade secrets, goodwill and reputation.

(b) For purposes hereof, the term "Confidential Information" means all information developed or used by the Company relating to the Business (as herein defined), operations, employees, customers, suppliers and distributors of the Company, including, but not limited to, customer lists, purchase orders, financial data, pricing information and price lists, business plans and market strategies and arrangements and any Strategic Plan (as defined herein), all books, records, manuals, advertising materials, catalogues, correspondence, mailing lists, production data, sales materials and records, purchasing materials and records, personnel records, quality control records and procedures included in or relating to the Business or any of the assets of the Company and all trademarks, copyrights and patents, and applications therefore, all trade secrets, inventions, processes, procedures, research records, market surveys and marketing know-how and other technical papers. The term " Confidential Information" also includes any other information heretofore or hereafter acquired by the Company and deemed by it to be confidential. For purposes hereof, the term "Business" shall mean (a) the business of amusement and water parks, (b) any other business engaged in or being developed (including production of materials used in the Company's businesses) by the Company, or being considered by the Company, at the time of the Executive's termination, and (c) any joint venture, partnership or agency arrangements relating to the businesses described in (a) and (b) above.

(c) Return of Company Property. The Executive agrees that following the termination of his employment for any reason, he shall return all property of the Company, its subsidiaries, affiliates and any divisions thereof he may have managed which is then in or thereafter comes into his possession, including, but not limited to, documents, contracts, agreements, plans, photographs, books, notes, electronically stored data and all copies of the foregoing as well as any automobile or other materials or equipment supplied by the Company to the Executive.

(d) Inventions. Any and all inventions made, developed or created by the Executive (whether at the request or suggestion of the Company or otherwise, whether alone or in conjunction with others, and whether during regular working hours or otherwise) during the period of his employment with the Company, which may be directly or indirectly useful in, or relate to, the Business of the Company, shall be promptly and fully disclosed by the Executive to the Board of Directors of the Company, and shall be the Company's exclusive property as opposed to the Executive. The Executive shall promptly deliver to the Board of Directors of the Company all papers, drawings, models, data and other material relating to any invention made, developed or created by him as aforesaid. The Executive hereby assigns any and all such inventions to the Company and hereby agrees to execute and deliver such agreements, certificates, assignments or other documents as may be necessary to effect the assignment to the Comp any of any and all such inventions as contemplated by this Section 14. The Executive shall, upon the Company's request and without any payment therefore, execute any documents necessary or advisable in the opinion of the Company's counsel to direct issuance of patents or copyrights of the Company with respect to such inventions as are to be in the Company's exclusive property as against the Executive under this Section 14 or to vest in the Company title to such inventions as against the Executive, the expense of securing any such patent or copyright, to be borne by the Company.

15. Non-Competition.

(a) The Executive agrees that, during the Employment Term and during any period in which the Executive is receiving benefits from Cedar Fair or if longer, for a period of 24 months following the date of termination by the Executive of his employment with the Company for any reason (the "Noncompetition Period") the Executive will not (A) directly or indirectly, own, manage, operate, control or participate in the ownership, management or control of, or be connected as an officer, employee, partner, director, or otherwise with, or have any financial interest in, or aid or assist anyone else in the conduct of, any entity or business (i) in which 10% or more of whose annual revenues are derived from a Business as defined above and (ii) which conducts business in any locality or region of the United States, Canada or Mexico (whether or not such competing entity or business is physically located in the United States, Canada or Mexico), where Business is being conducted by the Company on the date the Executive's employment is terminated hereunder and in each and every area where the Company intends to conduct such Business as it expresses such intent in the written strategic plan (the "Strategic Plan") developed by the Company as of the date the Executive's employment is terminated hereunder (such business, a "Prohibited Business") and (B) either personally or by his agent or by letters, circulars or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, except in his capacity as an Executive of the Company, canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or effected), directly or indirectly, for or on behalf of himself or any other person, any business relating to the services of the type provided by, or orders for business or services similar to those provided by, the Company from any person, company, firm or other entity who is, or has at any time within two years prior to the date of such action been, a customer or supplier of the Company; provided, that the restrictions of clause (ii) of this sentence shall also apply to any person, company, firm or other entity with whom the Company is specifically seeking to develop a relationship as a customer or supplier of the Company at the date of such action. Notwithstanding the forgoing, the Executive's ownership of securities of a public company engaged in competition with the Company not in excess of 5% of any class of such securities shall not be considered a breach of the covenants set forth in this Section 15 (a) above.

(b) The Executive agrees that, at all times from after the Effective Date, the Executive will not, either personally or by his agent or by letters, circulars or advertisements, and whether for himself or on behalf of any other person, company, firm or other entity, except in his capacity as an Executive of the Company (i) seek to persuade any employee of the Company to discontinue his or her status or employment therewith or to become employed in a business or activities likely to be competitive with the Business; or (ii) solicit or employ any such person at any time within 12 months following the date of cessation of employment of such person with the Company, in any locality or region of the United States, Canada or Mexico and in each and every other area where the Company conducts its Business.

(c) The Executive expressly agrees and understands that the remedy at law for any breach by him of paragraphs 14 and 15 will be inadequate and that the damages flowing from such breach are not readily susceptible to being measured in monetary terms. Accordingly, it is acknowledged that upon adequate proof of a violation by the Executive of any provision of paragraphs 14 and 15, the Company shall be entitled to immediate injunctive relief and may obtain a temporary order restraining any threatened or further bread. Nothing in this paragraphs 14 and 15 shall be deemed to limit the Company's remedies at law or in equity for any breach by the Executive of any of the provisions of paragraphs 14 and 15 which may be pursued or availed of by the Company.

4. The Executive has carefully considered the nature and extent of the restrictions upon the Executive and the rights and remedies conferred upon the Company under paragraphs 14 and 15, and hereby acknowledges and agrees that the same are reasonable in time and territory, are intended to eliminate competition which otherwise would be unfair to the Company, do not stifle the inherent skill and experience of the Executive, would not operate as a bar to the Executive's sole means of support, are fully required to protect the business interests of the Company and do not confer a benefit upon the Company disproportionate to the detriment to the Executive.

16. Termination by Executive.

Except for Paragraphs 13, 14, and 15, in the event Executive voluntary resigns his employment prior to the end of Term of Employment, this Agreement shall become null and void.

17. Successors, Binding Agreement.

Cedar Fair will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Cedar Fair, by agreement in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Cedar Fair would be required to perform it if no such succession had taken place. Failure of Cedar Fair to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle the Executive to compensation and benefits from Cedar Fair in the same amount and on the same terms as would apply if the Executive was terminated other than for cause.

18. Amendment or Modification; Conflicts.

No provisions of this Agreement may be amended modified, waived or discharged unless such modification, waiver or discharge is agreed to in writing signed by the Executive and such officer as may be specifically designated by the Board. In the event there is any conflict or ambiguity between any term or condition set forth in this Agreement and any term or condition set forth in any Plan, Incentive Compensation Plan or Program, Equity Incentive Plan or Award, Retirement Plan, Supplemental Retirement Plan, Severance Plan, Award Agreement, Fringe Benefit Plan or any other written document, the terms and conditions of this Agreement shall supersede and control.

19. Validity.

The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Ohio.

20. Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

CEDAR FAIR L.P. By: /s/ M. D. Kwiatkowski Michael D. Kwiatkowski, Chairman, Compensation Committee Date: 06/03/03	CEDAR FAIR MANAGEMENT COMPANY By: /s/ M. D. Kwiatkowski Michael D. Kwiatkowski, Chairman, Compensation Committee Date: 06/03/03
MAGNUM MANAGEMENT CORP. By: /s/ M. D. Kwiatkowski Michael D. Kwiatkowski, Chairman, Compensation Committee Date: 06/03/03	CEDAR POINT OF MICHIGAN By: /s/ M. D. Kwiatkowski Michael D. Kwiatkowski, Chairman, Compensation Committee Date: 06/03/03
MICHIGAN'S ADVENTURE, INC. By: /s/ M. D. Kwiatkowski Michael D. Kwiatkowski, Chairman, Compensation Committee Date: 06/03/03	KNOTT'S BERRY FARM By: /s/ M. D. Kwiatkowski Michael D. Kwiatkowski, Chairman, Compensation Committee Date: 06/03/03

/s/ Richard L. Kinzel

Richard L. Kinzel

Date: 06/04/03

EX-31

Exhibit 31.1

CERTIFICATION

I, Richard L. Kinzel, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Cedar Fair, L.P.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

1. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
2. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
3. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

1. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 11, 2003	/s/ Richard L. Kinzel
	Richard L. Kinzel
	President and Chief Executive Officer

EX-31

Exhibit 31.2

CERTIFICATION

I, Bruce A. Jackson, certify that:

1) I have reviewed this quarterly report on Form 10-Q of Cedar Fair, L.P.;

2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

1. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
2. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
3. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

1. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
2. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 11, 2003	/s/ Bruce A. Jackson
	Bruce A. Jackson
	Corporate Vice President - Finance (Chief Financial Officer)

EX-32

EXHIBIT 32.1

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Cedar Fair, L.P. (the "Partnership") on Form 10-Q for the period ending June 29, 2003, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned officers of the Partnership certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

August 11, 2003

/s/ Richard L. Kinzel

Richard L. Kinzel

Chairman, President and

Chief Executive Officer

/s/ Bruce A. Jackson

Bruce A. Jackson

Corporate Vice President - Finance

(Chief Financial Officer)

The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.