Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Witherow Brian C
 2. Date of Event Requiring Statement (Month/Day/Year)
07/18/2005		 3. Issuer Name and Ticker or Trading Symbol
CEDAR FAIR L P [FUN]
(Last)
(First)
(Middle)
ONE CEDAR POINT DRIVE		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
V.P. & Corporate Controller
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

SANDUSKY, OH 44870		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Units of Limited Partner Interest 2,424
D
 
Units of Limited Partner Interest 872
I
By spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Call options to purchase limited partnership units   (1) 11/08/2011 Units of Limited Partner Interest 750 $ 20.7 D  
Call options to purchase limited partnership units   (2) 11/07/2012 Units of Limited Partner Interest 1,000 $ 22.65 D  
Call options to purchase limited partnership units   (3) 11/06/2013 Units of Limited Partner Interest 1,000 $ 28.45 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Witherow Brian C
ONE CEDAR POINT DRIVE
SANDUSKY, OH 44870		       V.P. & Corporate Controller  

Signatures

Brian C. Witherow 07/18/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Options vest at a rate of 20% per year on each anniversary date, beginning on November 8, 2002.
(2) Options vest at a rate of 20% per year on each anniversary date, beginning on November 7, 2003.
(3) Options vest at a rate of 20% per year on each anniversary date, beginning on November 6, 2004.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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