FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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 * KINZEL RICHARD L   2. Issuer Name and Ticker or Trading Symbol CEDAR FAIR L P [FUN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman, President & CEO (Last) (First) (Middle) ONE CEDAR POINT DR., C/O CEDAR FAIR LP 3. Date of Earliest Transaction (Month/Day/Year) 05/13/2005 (Street) SANDUSKY, OH 44870-5259 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Units of Limited Partner Interest 05/13/2005   M   10,071 A $ 20.6 476,514 D   Units of Limited Partner Interest 05/16/2005   S   10,071 D $ 31.01 466,443 D   Units of Limited Partner Interest               5,330 I By spouse as custodian for grandchildren under UGMA Units of Limited Partner Interest               39,734 I By spouse's trust Units of Limited Partner Interest               383,020 I (1) By Cedar Point Executives, Inc.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Call options to purchase limited partnership units

$ 20.6

05/13/2005

M

30,000

(2)

03/07/2011

Units of Limited Partner Interest

30,000

$ 20.6

50,000

D

Call options to purchase limited partnership units

$ 20.6

(3)

03/07/2011

Units of Limited Partner Interest

150,000

150,000

D

Call options to purchase limited partnership units

$ 24.14

(4)

03/07/2012

Units of Limited Partner Interest

150,000

150,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KINZEL RICHARD L ONE CEDAR POINT DR. C/O CEDAR FAIR LP SANDUSKY, OH 44870-5259			Chairman, President & CEO

Signatures

Richard L. Kinzel		05/16/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	Reporting person disclaims beneficial ownership of all but 51,620 units held by Cedar Point Executives, Inc.
(2)	Options vest at a rate of 20% per year on each anniversary date, beginning on March 7, 2001.
(3)	Options vest at a rate of 20% per year on each anniversary date, beginning on March 7, 2002.
(4)	Options vest at a rate of 20% per year on each anniversary date, beginning on March 7, 2003.

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