8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2010

CEDAR FAIR, L.P.

(Exact name of Registrant as specified in its charter)

DELAWARE	1-9444	34-1560655
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

One Cedar Point Drive, Sandusky, Ohio	44870-5259
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (419) 626-0830

N.A.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01 OTHER EVENTS

On April 29, 2010, Cedar Fair, L.P. issued a letter to Q Funding III and Q4 Funding in response to a letter received on April 28, 2010. A copy of the letter is furnished as Exhibit 99 to this Current Report on Form 8-K.

This information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise be subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 99 Letter to Q Funding III and Q4 Funding dated April 29, 2010.

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SIGNATURE

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 hereunto duly authorized.

CEDAR FAIR, L.P.
By	Cedar Fair Management, Inc., General Partner
By:	/s/ Peter J. Crage
	Peter J. Crage Corporate Vice President - Finance and Chief Financial Officer

Date: April 29, 2010

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INDEX TO EXHIBITS

Exhibit Number	Description
99	Letter to Q Funding III and Q4 Funding dated April 29, 2010.

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EX-99

Exhibit 99

Richard L. Kinzel Chairman of the Board, President & CEO office (419) 627-2201 fax (419) 627-2234 rkinzel@cedarfair.com One Cedar Point Drive Sandusky, Ohio USA 44870-5259 NYSE: FUN

April 29, 2010

Q Funding III, L.P. and Q4 Funding, L.P. 301 Commerce Street, Suite 3200 Fort Worth, TX 76102-4140 Dear Q Funding III & Q4 Funding: Thank you for your letter of April 28, 2010. We appreciate your thoughtful point of view and ongoing feedback regarding Cedar Fair. As you know, it has long been our policy to maintain open dialogue with unitholders on any and all matters, including board candidates. Therefore, we welcome your input and perspective on future board candidates and look forward to engaging you in the nominating process. You are correct in assuming that we have thoughts on how we might work together, and we look forward to discussing them with you. Like you, we are optimistic that we will be able to reach an arrangement that works for all parties. We thank you for your assistance in this important fiduciary responsibility as well as your ongoing support of Cedar Fair. Sincerely, Richard L. Kinzel Chairman of the Board, President and CEO