Cedar Fair, L.P.
One Cedar Point Drive
May 11, 2012
Securities and Exchange Commission
Division of Corporation Finance
Attn: Mr. Justin Dobbie
100 F Street, N.E.
Washington, DC 20549
|RE:||Cedar Fair, L.P.|
|Registration Statement on Form S-3|
|Filed December 4, 2009|
|File No. 333-163503|
Dear Mr. Dobbie:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended (the Securities Act), Cedar Fair, L.P. (the Company) respectfully requests the withdrawal of its Registration Statement on Form S-3 (File No. 333-163503) together with all exhibits thereto (collectively, the Registration Statement). The Registration Statement was filed with the Securities and Exchange Commission (the Commission) on December 4, 2009. The Companys CIK Code is 0000811532, and the Accession No. of the Registration Statement is 0001193125-09-247632.
The Company is requesting withdrawal of the Registration Statement on the grounds that the Registration Statement is out of date and more than nine months have elapsed since the Registration Statement was filed. The Company confirms that the Registration Statement was not declared effective and no securities have been sold pursuant to the Registration Statement.
The Company requests in accordance with Rule 457(p) under the Securities Act that all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use.
If you have any questions regarding this application, please contact the Companys outside counsel, Cipriano S. Beredo at Squire Sanders (US) LLP at 216-479-8280.
|CEDAR FAIR, L.P.|
|By Cedar Fair Management, Inc., General Partner|
|Brian C. Witherow|
|Executive Vice President and Chief Financial Officer|