<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                   -------------------------------------------

                                    FORM 10-Q

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



      Date of Report (Date of earliest event reported): September 30, 2001


                             CEDAR INCOME FUND, LTD.
- -------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)



    Maryland                         0-14510                   42-1241468
- -------------------------------------------------------------------------------
 (State or other                   (Commission                (IRS Employer
 Jurisdiction of                   File Number)             Identification No.)
 Incorporation)


44 South Bayles Avenue, Port Washington, New York                 11050
- -------------------------------------------------------------------------------
(Address of principal executive offices)                       (Zip Code)



Registrant's telephone number, including area code            (516) 767-6492


- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE>

                             Cedar Income Fund, Ltd.


                                      INDEX

Part I.  Financial Information

         Item 1.  Financial Statements

                  Consolidated Balance Sheets - September 30, 2001 (unaudited)
                  and December 31, 2000

                  Consolidated Statements of Shareholders' Equity -
                  September 30, 2001 (unaudited) and December 31, 2000

                  Consolidated Statements of Operations - Three Months and
                  Nine Months Ended September 30, 2001 and 2000 (unaudited)

                  Consolidated Statements of Cash Flow - Nine Months Ended
                  September 30, 2001 and 2000 (unaudited)

                  Notes to Consolidated Financial Statements - September 30,
                  2001 (unaudited)

         Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations

         Item 3.  Quantitative and Qualitative Disclosure of Market Risk

Part II. Other Information

         Item 1.  Legal Proceedings

         Item 2.  Changes in Securities and Use of Proceeds

         Item 3.  Defaults upon Senior Securities

         Item 4.  Submission of Matters to a Vote of Security Holders

         Item 5.  Other Information

         Item 6.  Exhibits and Reports on Form 8-K and 8-K/A

Signatures
<PAGE>

Part I.  Financial Information
Item 1.  Financial Statements (unaudited)

                             Cedar Income Fund, Ltd.
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                      September 30,             December 31,
                                                          2001                     2000
                                                      (unaudited)
                                                     ---------------------------------------
<S>                                                   <C>                      <C>
Assets
Real Estate
     Land                                             $  5,082,028             $  5,681,696
     Buildings and improvements                         23,973,268               22,589,834
                                                      ------------             ------------
                                                        29,055,296               28,271,530
     Less accumulated depreciation                      (3,079,843)              (4,176,607)
                                                      ------------             ------------
     Real estate                                        25,975,453               24,094,923
Real estate held for sale                                     --                  1,850,000
Property deposit                                           350,000                     --
Cash and cash equivalents                                2,530,988                  841,111
Restricted cash                                          4,437,541                7,298,671
Rents and other receivables                                115,548                  211,685
Deferred financing costs, net                              406,054                  831,128
Deferred legal, net                                         59,602                   98,833
Prepaid expenses, net                                      145,961                  100,720
Deferred leasing commissions                               437,868                   79,960
Deferred rental income                                      25,474                   43,762
Taxes held in escrow                                       106,600                  152,963
                                                      ------------             ------------
Total Assets                                          $ 34,591,089             $ 35,603,756
                                                      ============             ============
Liabilities and Shareholders' Equity
Liabilities
  Mortgage loan payable                               $ 17,900,000             $ 17,900,000
  Line of credit                                              --                  1,515,644
  Accounts payable and accrued expenses                    228,375                  670,351
  Security deposits                                         19,832                   66,980
  Advance rents                                             22,926                  103,261
                                                      ------------             ------------
Total Liabilities                                       18,171,133               20,256,236
                                                      ------------             ------------

Minority interest                                        2,270,856                2,291,110
Limited partner's interest in consolidated
     Operating Partnership                              10,035,484                9,241,509

Shareholders' Equity
     Common Stock ($0.01 par value)                                                    --
     50,000,000 shares authorized, 692,111
         shares outstanding                                  6,921                    6,921
         Additional paid-in capital                      3,807,980                3,807,980
         Undistributed net income                          298,715                     --
                                                      ------------             ------------
 Total Shareholders' Equity                              4,113,616                3,814,901
                                                      ------------             ------------
Total Liabilities and Shareholders' Equity            $ 34,591,089             $ 35,603,756
                                                      ============             ============
</TABLE>
           See Accompanying Notes to Consolidated Financial Statements
<PAGE>

                             Cedar Income Fund, Ltd.
                 Consolidated Statements of Shareholders' Equity
                                   (unaudited)

<TABLE>
<CAPTION>
                                                               Additional         Undistributed             Total
                                           Common               Paid-In                Net               Shareholders'
                                            Stock               Capital               Income                Equity
                                         ------------------------------------------------------------------------------
<S>                                      <C>                   <C>                   <C>                   <C>
Balance at December 31, 2000             $    6,921            $3,807,980                  --              $3,814,901

Undistributed net income                       --                    --                 298,715               298,715
                                         ----------            ----------            ----------            ----------
Balance at September 30, 2001            $    6,921            $3,807,980            $  298,715            $4,113,616
                                         ==========            ==========            ==========            ==========
</TABLE>















           See Accompanying Notes to Consolidated Financial Statements
<PAGE>
                             Cedar Income Fund, Ltd.
                      Consolidated Statement of Operations
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                 Three Months Ended                   Nine Months Ended
                                                                    September 30,                         September 30,
                                                               2001               2000               2001               2000
                                                            --------------------------------------------------------------------
<S>                                                         <C>                <C>                <C>                <C>
REVENUE
     Rents                                                  $   822,332        $   934,045        $ 2,582,793        $ 2,148,013
     Interest                                                    38,380             31,918            226,930            128,454
                                                            -----------        -----------        -----------        -----------
Total Revenue                                                   860,712            965,963          2,809,723          2,276,467
                                                            -----------        -----------        -----------        -----------
EXPENSES
     Property expenses:
         Payroll                                                 17,831             14,042             45,258             14,042
         Real estate taxes                                       69,362             92,999            244,674            217,753
         Repairs and maintenance                                 54,991             61,723            228,098            177,301
         Utilities                                               49,775             95,417            168,738            174,137
         Management fee                                          26,362             33,968             92,534             94,353
         Insurance                                                7,152             12,115             28,853             24,751
         Other                                                   48,551             49,453            157,710             90,453
                                                            -----------        -----------        -----------        -----------
Property expenses, excluding depreciation                       274,024            359,717            965,865            792,520
     Depreciation                                               148,398            149,174            400,907            370,447
     Amortization                                                10,226             60,698             63,809             82,360
                                                            -----------        -----------        -----------        -----------
Total property expenses                                         432,648            569,589          1,430,581
Interest                                                        293,425            225,904            960,081            298,569
Administrative fees                                              41,397             24,468             89,567             73,404
Directors' fees and expenses                                     24,468             18,058             73,404             59,999
Other administrative                                             92,840            105,045            201,069            283,108
                                                            -----------        -----------        -----------        -----------
Total Expenses                                                  884,778            943,064          2,754,702          1,960,407
                                                            -----------        -----------        -----------        -----------
Net income before minority interest                             (24,066)            22,899             55,021            316,060
Minority interest                                               (26,183)           (25,991)           (20,254)           (25,991)
                                                            -----------        -----------        -----------        -----------
Net income before loss on impairment
  and gain/loss on disposal                                     (50,249)            (3,092)            34,767            290,069
Loss on impairment                                                 --                 --                 --             (203,979)
Loss on disposal                                                   --                 --             (295,610)              --
Gain on disposal                                                   --                 --            1,638,416             68,512
                                                            -----------        -----------        -----------        -----------
Net (loss) income before limited partner's interest
     in Operating Partnership                                   (50,249)            (3,092)         1,377,573            154,602
Limited partner's interest                                       23,449            (25,286)          (996,532)          (151,474)
                                                            -----------        -----------        -----------        -----------
Net (loss) income before cumulative effect adjustment           (26,800)           (28,378)           381,041              3,128
Cumulative effect of change in accounting principles,
  net of limited partner's share of ($14,723)                      --                 --               (6,014)              --
                                                            -----------        -----------        -----------        -----------
Net loss income  before extraordinary items                     (26,800)           (28,378)           375,027              3,128
Extraordinary items
   Early extinguishment of debt (net of limited
   partner's share of $187,834)                                    --                 --              (76,312)              --
   Early extinguishment of debt (net of limited
   partner's share of $32,073)                                      --                 --                 --             (17,502)
                                                            -----------        -----------        -----------        -----------
Net (loss) income                                           $   (26,800)       $   (28,378)       $   298,715        $   (14,374)
                                                            ===========        ===========        ===========        ===========
Net (loss) earnings per share before cumulative
  effect adjustment                                         $     (0.04)       $     (0.03)       $      0.55        $      0.00
                                                            ===========        ===========        ===========        ===========
Cumulative change in accounting principle                   $      --          $      --          $     (0.01)       $      --
                                                            ===========        ===========        ===========        ===========
Net (loss) earnings per share before
  extraordinary items                                       $     (0.04)       $     (0.03)       $      0.54        $      0.00
                                                            ===========        ===========        ===========        ===========
Extraordinary loss per share                                $      --                 --          $     (0.11)              --
                                                            ===========        ===========        ===========        ===========
Extraordinary loss per share                                $      --          $      --          $      --          $     (0.02)
                                                            ===========        ===========        ===========        ===========
Net (loss)earnings per share                                $     (0.04)       $     (0.03)       $      0.43        $     (0.02)
                                                            ===========        ===========        ===========        ===========
Dividends to shareholders                                          --          $    79,211        $      --          $   267,951
                                                            ===========        ===========        ===========        ===========
Dividends to shareholders per share                         $      --          $      0.09        $      --          $      0.29
                                                            ===========        ===========        ===========        ===========
Average number of shares outstanding                            692,111            843,200            692,111            932,396
                                                            ===========        ===========        ===========        ===========
</TABLE>
           See Accompanying Notes to Consolidated Financial Statements
<PAGE>

                             Cedar Income Fund, Ltd.
                       Consolidated Statement of Cash Flow
                       -----------------------------------
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                  Nine Months Ended
                                                           --------------------------------
                                                           Sept. 30, 2001    Sept. 30, 2000
                                                           --------------    --------------
<S>                                                        <C>                <C>
Net Income                                                 $   298,715        $   (14,374)
Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
Limited partner's interest in Operating Partnership            996,532            151,474
Minority interest share of income                               20,254             25,991
Gain on sale of Broadbent Business Center                   (1,638,416)              --
Loss on sale of Corporate Center East                          295,610               --
Gain on sale of Germantown Square                                 --              (91,012)
Loss on real estate impairment                                    --              203,979
Cumulative effect of change in accounting principle             20,737               --
Early extinguishment of debt                                   264,146            (49,575)
Depreciation and amortization                                  464,716            370,447
Decrease in deferred rental receivable                          18,288              2,156

Changes in operating assets and liabilities:                      --                 --
Decrease in rent and other receivables                          96,137             28,043
(Increase) decrease in prepaid expenses                        (45,241)             7,476
 Decrease in deferred lease commissions                         33,936             27,852
Decrease in deferred legal                                      39,231               --
Decrease in taxes held in escrow                                46,362              6,259
(Decrease) increase in accounts payable                        (98,886)           394,946
Decrease in amounts due from co-tenancy partner                   --               56,993
Decrease in due to co-tenancy partner                             --              (46,158)
Security deposits collected, net                               (47,367)            (6,878)
(Decrease) increase in advance rents                           (80,116)               353
                                                           -----------        -----------
Net cash provided by operating activities                      684,638          1,067,972

Cash Flow from Investing Activities
Capital expenditures                                        (5,656,784)          (176,875)
Deferred costs                                                    --              (62,233)
Decrease in construction payable                              (343,090)              --
Payment of long-term leasing commissions                      (391,844)              --
Decrease in restricted cash                                  2,861,130           (772,288)
Sale of Broadbent Business Center                            4,839,941               --
Sale of Corporate Center East                                1,722,458               --
Sale of Germantown Square                                         --            2,982,641
Acquisition of 50% of The Point Associates, L.P.                  --           (2,030,092)
Property deposits                                             (350,000)              --
                                                           -----------        -----------
Net cash provided by (used in) investing activities          2,681,811            (58,847)

Cash Flow from Financing Activities
Payoff of mortgage payable                                        --           (1,346,750)
Line of credit                                              (1,515,644)         1,515,644
Dividends paid                                                    --             (492,951)
Distributions to limited partner                                  --             (493,517)
Financing costs                                               (160,928)          (390,960)
Reacquisition of Treasury Stock                                   --             (690,000)
                                                           -----------        -----------
Net cash used in financing activities                       (1,676,572)        (1,898,534)
                                                           -----------        -----------
Net increase (decrease) in cash and cash equivalents         1,689,877           (889,409)
Cash and cash equivalents at beginning of the period           841,111          2,298,334
                                                           -----------        -----------
Cash and cash equivalents at end of the period             $ 2,530,988        $ 1,408,925
                                                           ===========        ===========
Supplemental disclosure of cash activities
Interest paid                                              $   960,081        $   298,569
                                                           ===========        ===========
</TABLE>
           See Accompanying Notes to Consolidated Financial Statements
<PAGE>

                             Cedar Income Fund, Ltd.
                   Notes to Consolidated Financial Statements
                               September 30, 2001
                                   (unaudited)

Note 1.    Background, Organization and Reorganization of the Company

         Cedar Income Fund, Ltd. (the "Company") was originally incorporated in
Iowa on December 10, 1984 and qualified to operate as a real estate investment
trust ("REIT"). Shortly thereafter, the Company's Common Stock was listed on the
NASDAQ securities market. In June 1998, the Company was reorganized and included
in an "umbrella partnership REIT" structure. Following such reorganization,
substantially all of the Company's assets consisted of the controlling general
partnership interest of a limited partnership (the "Operating Partnership") and
approximately 24% of the limited partnership interests ("Units").

         Cedar Bay Realty Advisors, Inc. ("CBRA") serves as investment advisor
to the Company pursuant to an Administrative and Advisory Agreement with the
Company. Brentway Management LLC ("Brentway" and/or "Property Manager"), a New
York limited liability company, provides property management services for the
Company's properties pursuant to a Management Agreement with the Company.
Brentway and CBRA are both affiliates of Cedar Bay Company, a New York general
partnership, which owns approximately 27% of the outstanding stock of the
Company, and approximately 71% of the Units, SKR Management Corp. ("SKR") and
Leo S. Ullman. Leo S. Ullman is President and Chairman of the Board of Directors
of the Company.

         The terms of the Administrative and Advisory Agreement and Management
Agreement are further discussed in "Related Party Transactions" below.

         The Company continues to operate as a REIT. To qualify as a REIT under
applicable provisions of the Internal Revenue Code of 1986, as amended, and
Regulations thereto, the Company must have a significant percentage of its
assets invested in, and income derived from, real estate and related sources.
The Company's objectives are to provide to its shareholders a professionally
managed, diversified portfolio of commercial real estate investments which will
provide the best available cash flow and present an opportunity for capital
appreciation.
<PAGE>


                             Cedar Income Fund, Ltd.
                   Notes to Consolidated Financial Statements
                               September 30, 2001
                                   (unaudited)

Note 1.   Background, Organization and Reorganization of the Company (continued)

         The Company's shares are traded on the NASDAQ (Small Cap Market) under
the symbol "CEDR".

         The Company, through its Operating Partnership, owns and operates an
office property of approximately 79,000 square feet in Jacksonville, Florida and
owns a 50% interest in a supermarket-anchored shopping center of approximately
260,000 square feet in Harrisburg, Pennsylvania (the "Point") through its
general partnership interest in the owning partnership, The Point Associates,
L.P.

         Currently, a Unit in the Operating Partnership and a share of Common
Stock of the Company have essentially the same economic characteristics, as they
effectively share equally in net income or loss and distributions of the
Operating Partnership.

Note 2.  Description of Business and Significant Accounting Policies

Basis of Presentation and Summary of Significant Accounting Policies

         The accompanying unaudited consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States for interim financial information and with the instructions to
Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all
of the information and footnotes required by accounting principles generally
accepted in the United States for complete financial statements. In the opinion
of management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. Operating
results for the three month and nine month periods ended September 30, 2001 are
not necessarily indicative of the results that may be expected for year ending
December 31, 2001.

         The balance sheet at December 31, 2000 has been derived from the
audited financial statements at that date but does not include all of the
information and footnotes required by accounting principles generally accepted
in the United States for complete financial statements.

         For further information, refer to the consolidated financial statements
and footnotes thereto included in the Registrant Company's Annual Report on Form
10-K for the year ended December 31, 2000.

<PAGE>
                             Cedar Income Fund, Ltd.
                   Notes to Consolidated Financial Statements
                               September 30, 2001
                                   (unaudited)

Note 2.  Description of Business and Significant Accounting Policies (continued)

Basis of Presentation and Summary of Significant Accounting Policies (continued)

Consolidation Policy and Related Matters

         The accompanying consolidated financial statements include the Company
and the Operating Partnership as of September 30, 2001. All significant
intercompany balances and transactions have been eliminated in consolidation.

         As the Company owns the sole general partnership interest in the
Operating Partnership, which provides the Company with effective control over
all significant activities of the Operating Partnership, the Operating
Partnership is consolidated with the Company in the accompanying financial
statements as of September 30, 2001. The limited partner's interest as of
September 30, 2001 (currently owned entirely by CBC) represents approximately a
71% limited partnership interest in the equity of the Operating Partnership. The
Company owns the sole general partnership interest in The Point Associates,
L.P., which is consolidated with the Company in the accompanying financial
statements as of December 31, 2000. The minority interest represents the limited
partner's 50% interest in such partnership.

         The accompanying 2000 financial statements include the Company's 50%
co-tenancy interest in the operations of the Germantown Square, Louisville,
Kentucky ("Germantown") property. During the second quarter of 2000, the Company
sold its 50% co-tenancy interest in this property. The September 30, 2000
Consolidated Statement of Operations reflects the activity of Germantown through
May 11, 2000, the date of the sale.

Use of Estimates

         The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

Stock Options

         The Company has elected to follow Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and related
interpretations in accounting for its employee stock options because, the
alternative fair value accounting provided for under Financial Accounting
Standard Board ("FASB") Statement No. 123, "Accounting for Stock-Based
Compensation," ("SFAS 123") requires use of option valuation models that were
not developed for use in valuing employee stock options.

<PAGE>


                             Cedar Income Fund, Ltd.
                   Notes to Consolidated Financial Statements
                               September 30, 2001
                                   (unaudited)

Note 2.  Description of Business and Significant Accounting Policies (continued)

         The Company established a stock option plan (the "Plan") for the
purpose of attracting and retaining executive officers, directors and other key
employees. Five Hundred Thousand (500,000) of the Company's authorized shares of
Common Stock have been reserved for issuance under the Plan. The Plan is
administered by a committee of the Board of Directors, which committee will,
among other things, select the number of shares subject to each grant, the
vesting period for each grant and the exercise price (subject to applicable
regulations with respect to incentive stock options) for the options.

         On July 10, 2001, the Board of Directors of the Company resolved that
the Company issue to each then-current member of the Board (five members),
options to purchase 10,000 shares of Common Stock of the Company at $3.50 per
share (the quoted price on the NASDAQ (Small Cap) Stock Market as of the market
close of business on July 3, 2001). The options shall remain outstanding for a
period of ten years from July 10, 2001. The options shall vest ratably 33.3%
after one year of service commencing on July 10, 2001, and an additional 33.3%
as of each of the next two following anniversary dates, provided, in each case,
that the respective Director has remained a director of the Company for the
entire one-year period preceding the respective date. Pursuant to such
resolution, options to purchase 50,000 shares of Common Stock of the Company at
$3.50 per share were issued to the five board members.

Recent Pronouncements - Changes in Accounting Policy

         FASB Statement No. 133, "Accounting for Derivative Instruments and
Hedging Activities" ("SFAS 133"), establishes accounting and reporting standards
for derivative instruments and for hedging activities. It requires the Company
to recognize all derivatives on the balance sheet at fair value. Derivatives
that are not hedges must be adjusted to fair value through income. If a
derivative is a hedge, depending on the nature of the hedge, changes in the fair
value of the derivative will either be offset against the changes in fair value
of the hedges asset, liability, or firm commitment through earnings, or
recognized in other comprehensive income until the hedged item is recognized in
earnings. The ineffective portion of a derivative's change in fair value will be
immediately recognized in earnings. As of January 1, 2001, the Company's only
hedge was written-down to fair value with a cumulative effect of change in
accounting principle adjustment of $6,014, which is net of the Operating
Partnership's share of $14,723.

         In June 1999, the FASB issued Statement No. 137, amending SFAS 133,
which extended the required date of adoption to the years beginning after June
15, 2000. The Statement permits early adoption as of the beginning of any fiscal
quarter after its issuance. The Company adopted the new Statement effective
January 1, 2001. As of September 30, 2001, the hedge has effectively no value
and has been adjusted in accordance with SFAS 133.
<PAGE>



                             Cedar Income Fund, Ltd.
                   Notes to Consolidated Financial Statements
                               September 30, 2001
                                   (unaudited)

Note 2.  Description of Business and Significant Accounting Policies (continued)

Income Taxes

         The Company generally will not be subject to federal income taxes as
long as it qualifies as a REIT under Sections 856-869 of The Internal Revenue
Code of 1986, as amended (the "Code"). A REIT will generally not be subject to
federal income taxation on that portion of income that qualifies as REIT taxable
income and to the extent that it distributes such taxable income to its
stockholders and complies with certain requirements of the Code relating to
income and assets. As a REIT, the Company is allowed to reduce taxable income by
all or a portion of distributions to stockholders and must distribute at least
90% of its REIT taxable income to maintain qualification as a REIT. Due to the
subsequent completion of the 1031 exchange relative to the Broadbent property,
there is no taxable incomethrough September 30, 2001.

Impairment of Long-Lived Assets

         The Company's real estate assets are reviewed for impairment whenever
events or changes in circumstances indicate that the net carrying amount may not
be recoverable. When such events occur, the Company measures impairment by
comparing the carrying value of the long-lived asset to the estimated
undiscounted future cash flows expected to result from use of the assets and
their eventual disposition. If the sum of the expected undiscounted future cash
flows is less than the carrying amount of the assets, the Company would
recognize an impairment loss. Management during the quarter ended June 30, 2000
recognized a $203,979 impairment loss related to the Corporate Center East -
Phase I, Bloomington, Illinois ("Corporate Center East") property. No provision
was required during the nine months ended September 30, 2001.

Reclassifications

         Certain prior year amounts have been reclassified to conform to the
current year presentation.

Fair Values of Financial Instruments

         The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments.

         Cash and cash equivalents: The carrying amounts of cash and cash
equivalents approximate their fair values.
<PAGE>



                             Cedar Income Fund, Ltd.
                   Notes to Consolidated Financial Statements
                               September 30, 2001
                                   (unaudited)

Note 2.  Description of Business and Significant Accounting Policies (continued)

Fair Values of Financial Instruments (continued)

         Mortgage loan payable: The fair value of the mortgage loan payable is
estimated utilizing discounted cash flow analysis, using interest rates
reflective of current market conditions and the risk characteristics of the
loans and approximate carrying value.

         Interest cap: The fair value of the interest rate cap approximates its
carrying value.

Note 3.  Significant Transactions

         On May 11, 2000, pursuant to the provisions of a "buy-sell" provision
in its tenancy-in-common agreement with Life Investors Insurance Company of
America ("Life Investors"), an affiliate of the Company's former management
company and advisor, the Company sold to Life Investors an undivided 50%
interest in Germantown, a 74,267 s.f. retail property, for $3,000,000. As of
July 1, 2000, the Company, through its Operating Partnership, invested a
substantial portion of the proceeds from such sale for the purchase of a 50%
sole general partnership interest in The Point for approximately $2.1 million
over then-existing indebtedness of $9.3 million plus closing costs of
approximately $385,000. That property interest was purchased from an affiliate
of CBC, which owns the balance as a limited partner, after receipt by the
Company of a "fairness opinion" with respect to the terms of such purchase.

         On May 22, 2001, the Operating Partnership, pursuant to a Contract of
Sale dated May 7, 2001, sold its interest in the Broadbent Business Center, Salt
Lake City, Utah ("Broadbent"), to Business Property Trust, LLC for $5.3 million.
The Operating Partnership incurred closing expenses of approximately $500,000,
including a broker's commission of $250,000, a "Rent Guarantee Deposit" of
$100,000, a disposition fee of $53,000 and legal and other closing adjustments
of approximately $100,000.

         The net cost basis of Broadbent on the books of the Operating
Partnership as of the closing date was $3,210,723, resulting in a gain of
approximately $1.6 million. Management reinvested the proceeds of sale in
certain qualifying properties structured to defer income tax on such gain
pursuant to the "like-kind exchange" provisions of Section 1031 of the Internal
Revenue Code. The Company used the proceeds of sale to purchase three
supermarket-anchored shopping centers, containing in the aggregate approximately
470,000 rentable square feet, located in eastern Pennsylvania and southern New
Jersey. Such acquisition is discussed below.

<PAGE>
                             Cedar Income Fund, Ltd.
                   Notes to Consolidated Financial Statements
                               September 30, 2001
                                   (unaudited)

Note 3.  Significant Transactions (continued)

         On June 28, 2001, the Operating Partnership, pursuant to a Contract of
Sale dated June 4, 2001, sold its interest in Corporate Center East, to CIP, LLC
for $1.86 million. The Operating Partnership incurred closing expenses of
approximately $86,000, including a broker's commission of $55,800 and legal and
other closing adjustments of approximately $30,000. The net sales proceeds
received by the Operating Partnership, after the aforementioned closing costs,
and property taxes of approximately $51,000, were approximately $1.72 million.

         The net cost basis of Corporate Center East on the books of the
Operating Partnership as of the closing date was approximately $2,000,000. The
net sales price, after closing costs and the write-off of deferred leasing costs
and prepaid expense of approximately $81,000, was $1,692,087 resulting in a loss
of approximately $300,000 during the quarter ended June 30, 2001. The cost basis
for the property had been reduced by approximately $204,000 on the books of the
Company during the second quarter of 2000, to adjust the value to fair market
when the property was reclassified to "real estate held for sale", and is
classified as such at December 31, 2000.

         As of October 9, 2001, pursuant to an Agreement of Sale dated as of May
16, 2001, the Operating Partnership through a number of newly-created limited
liability companies, in which the Operating Partnership, directly or indirectly,
is the managing (or sole) member, purchased three shopping center properties and
a certain land parcel from entities controlled, directly or indirectly by Bryant
Development Corp. of Purchase, NY, for an aggregate purchase price of
$35,034,353 plus closing costs, adjustments, and reserves of approximately $2.8
million.

The properties consist of the following:

1.   Academy Plaza, Philadelphia, PA, a 154,836 s.f. community shopping center
     anchored by a 50,000 s.f. Acme Supermarket, at a contract purchase price of
     $11,607,515;

2.   Port Richmond Village, Philadelphia, PA, a 156,471 s.f. community shopping
     center anchored by a 40,000 s.f. Thriftway, at a contract purchase price of
     $14,216,502;

<PAGE>
                             Cedar Income Fund, Ltd.
                   Notes to Consolidated Financial Statements
                               September 30, 2001
                                   (unaudited)

Note 3.  Significant Transactions (continued)

3.   Washington Centre Shoppes, Sewell, NJ, a 157,146 s.f. community shopping
     center anchored by a 66,046 s.f. Acme Supermarket, at a contract purchase
     price of $8,960,336; and

4.   304 Greentree Road, Sewell, NJ, an approximate 34,500 s.f. development
     parcel, at a contract purchase price of $250,000.

         The three shopping center properties were appraised by Integra Realty
Resources-Philadelphia, licensed general appraisers in Pennsylvania and New
Jersey, at approximately $13,300,000, $14,900,000 and $9,000,000, respectively.
The Greentree Road parcel has not been separately appraised.

         The properties were purchased subject to first mortgages of
approximately $10,715,000 on the Academy Plaza property, $11,610,000 on the Port
Richmond property and $5,986,000 on the Washington Centre property. The balance
of the purchase price was funded with approximately $3,365,000 of the net
proceeds of the sale of the Broadbent Business Center in Salt Lake City, Utah
(completing a tax-deferred "like-kind exchange" under Section 1031 of the
Internal Revenue Code) and the net proceeds of a certain financing in the amount
of $6 million made available by SWH Funding Corp. of Hackensack, NJ ("SWH"),
secured by a first mortgage on Southpoint Parkway Center, Jacksonville, FL
("Southpoint"), an office building of approximately 79,000 s.f. on 11.73 acres
of land owned in fee by the Operating Partnership. The Southpoint property was
unencumbered immediately prior to such financing. Approximately $150,000 of
monies required at closing was funded from operations.

         As a result of the SWH financing and the related mandatory payments,
Southpoint will be actively marketed for sale and will be classified as "real
estate held for sale" effective October 9, 2001.

         The first mortgage loans which encumber the respective shopping center
properties are at interest rates of 7.275% for the Academy Plaza property,
7.174% for the Port Richmond Village property and 7.53% for the Washington
Centre Shoppes property and mature respectively on March 10, 2013, April 10,
2008 and November 11, 2007.

         The SWH financing arrangements involve a term of three years, maturing
November 1, 2004, with a right to extend for two additional eighteen month
periods upon payment of certain fees, and subject to certain additional minimum
monthly and annual or "back-end" payments, and to certain additional
participations in gain in value payable at the earliest of the repayment date,
maturity or the date of sale of the (three) shopping center properties described
above.

         Payments to SWH pursuant to the financing arrangements shall be at a
rate of 12.5% per annum on the outstanding balance. In addition, an "equity fee"
in an amount equal to the greater of $350,000 or 10% of the gain in value of the
properties as determined by appraisal is payable at maturity. Further, SWH shall
be entitled to "exit fees" of $120,000 if the entire principal is paid prior to
October 2002, thereafter additional amounts accrue at 1/3% per month during the
period October 2002 - November 2004; 1/2% per month during the extension period
from November 2004 - November 2005; and 2/3% per month during the extension
periods from November 2005 - November 2007. A loan fee of $225,000 was paid to
SWH at closing.

<PAGE>
                             Cedar Income Fund, Ltd.
                   Notes to Consolidated Financial Statements
                               September 30, 2001
                                   (unaudited)

Note 3.  Significant Transactions (continued)

         Amortization payments of $10,000 are required during each of the first
three months, $20,000 for each of the 7th through the 12th months, $45,833.33
for the 13th through the 24th month, and $41,666.67 for the 25th through the
36th month. In addition there is a mandatory payment of $4.5 million on or prior
to the 12th month and an additional mandatory payment of $300,000 on or prior to
the 18th month.


         The obligations of the Operating Partnership under the SWH financing
agreement are guaranteed by the Company.

         A wholly-owned subsidiary of SWH and the Operating Partnership have
formed Cedar Center Holdings L.L.C. 3, which, in turn, is the sole member of
each of the four limited liability companies which, indirectly through other
limited liability companies, respectively, own each of the three shopping center
properties acquired by the Operating Partnership. SWH has no interest in profits
or assets of Cedar Center Holdings L.L.C. 3; however, SWH shall have the right,
pursuant to the operating agreement of such LLC, to acquire operating control of
the above mentioned three shopping center properties in the event of a default
by the Operating Partnership or its affiliatesof certain terms of the SWH loan.

         As additional security for the SWH loan, the Operating Partnership has
pledged to SWH Funding Corp., its rights to distributions from the Operating
Partnership's 100% membership interest in Cedar Center Holdings L.L.C. 3. Under
the pledge, SWH has no rights to such distributions unless and until an event of
default occurs.

         Property management for each of the three shopping center properties
acquired by the Operating Partnership will be provided by Brentway , which will
receive management, leasing and construction management fees. Management fees
shall be at 4% of gross rental receipts; leasing and construction management
fees shall be standard for the industry.

         Pursuant to the Advisory Agreement CBRA was entitled to receive an
acquisition fee in the amount of $1,737,500 (5%) with respect to the acquisition
of the three supermarket-anchored shopping centers and corresponding land parcel
acquired on October 9, 2001, CBRA has agreed to accept a fee in the amount of
$173,750 (one-half of 1%). As for the balance of the fee, CBRA has agreed to (i)
waive a portion in the amount of $868,750 (2.5%) and (ii) defer a portion in the
amount of $696,000 (2%), pursuant to the terms of the Advisory Agreement, which
provide generally that the deferred amounts are reduced and eventually
eliminated if CBRA remains investment advisor to the Company beyond December 31,
2009.


Note 4.  Mortgage Loan Payable and Related Matters

         On October 30, 1992, the Company borrowed $1,500,000 to finance an
existing property. The Company paid off the mortgage loan on May 10, 2000 with a
drawdown on its commercial bank line of credit. The total due to the mortgagee
was $1,358,789 which amount was net of the real estate tax escrow and included
accrued interest and a 3% pre-payment penalty of $40,104. Such prepayment
penalty along with unamortized loan fees were included in the Consolidated
Statement of Operations as an extraordinary itemduring the quarter ended June
30, 2000.

         On May 10, 2000, the Company obtained a $10 million line of credit from
a national commercial bank secured by first mortgage liens on properties of the
Operating Partnership. The first drawdown in the amount of $1,515,644 was used
to retire the then-existing first mortgage on the Company's Utah (Broadbent
Business Center) property and to pay related loan closing costs. The proceeds of
the sale of Broadbent were, in part, used to fully repay this line of credit
which was then canceled by the Company in May 2001. Deferred financing costs,
net of accumulated amortization of $264,146, were written-off as an
extraordinary item during the quarter ended June 30, 2001.

         The Point Shopping Center is presently encumbered by a first mortgage
loan of approximately $17.9 million. Included in restricted cash are the reserve
and escrow accounts associated with the loan. Deferred financing costs of
$264,121 (net of accumulated amortization) are attributable to The Point loan.
As a result, the Company has $1,113,244 of cash restricted for interest, taxes
and future tenant improvements at September 30, 2001.

<PAGE>

                             Cedar Income Fund, Ltd.
                   Notes to Consolidated Financial Statements
                               September 30, 2001
                                   (unaudited)

Note 5.  Related Party Transactions

Advisory Services

         The Company does not have any employees and has contracted with CBRA to
provide administrative, advisory, acquisition and divestiture services to the
Company pursuant to an Administrative and Advisory Agreement (the "Advisory
Agreement") entered into in April 1998, and amended as of August 21, 2000. CBRA
is wholly owned by Leo S. Ullman. Mr. Ullman is President and a director of, and
Brenda J. Walker is Vice President of, CBRA. Mr. Ullman is President and
Chairman of the Company. The term of the amended Advisory Agreement is for five
(5) years and is automatically renewed annually thereafter for additional
one-year periods, subject to the right of a majority of independent directors to
cancel the Advisory Agreement upon sixty (60) days' written notice.

         Further, such Advisory Agreement may be terminated (i) for cause upon
not less than sixty (60) days' written notice and (ii) by vote of at least 75%
of the independent directors at the end of the third or fourth year of such five
year term in the event gross assets fail to increase by 15% per annum.

         CBRA has agreed to defer certain acquisition fees to which it may
otherwise be entitled with respect to the possible acquisition by the Company or
the Operating Partnership of certain properties owned by CBC and/or its
affiliates. This includes acquisition fees otherwise payable with respect to the
purchase by the Operating Partnership of its 50% interest in The Point
Associates, L.P. Further, CBRA has agreed to defer certain fees otherwise
payable with respect to the sale in 2000 of the Operating Partnership's interest
in a property in Germantown, Kentucky, as further described in the Form 10-K for
the year 2000.

         With respect to the sale of Broadbent, CBRA was entitled to receive a
disposition fee from the Company in accordance with the terms of the Advisory
Agreement between CBRA and the Company in an amount not to exceed 3% of the
gross sales price. The Operating Partnership paid $53,000 to CBRA representing a
1% fee. CBRA agreed with the Board of Directors and management to defer an
additional 2% ($106,000) to which it would otherwise be entitled pursuant to the
terms of that agreement, which provide generally that the deferred amounts are
reduced and eventually eliminated if CBRA remains investment advisor to the
Company beyond December 31, 2009.

         With respect to the sale of Corporate Center East, the Operating
Partnership paid to CBRA, in accordance with the terms of the Advisory Agreement
between CBRA and the Company, a disposition fee of $18,600, representing 1% of
the sales price. CBRA agreed with the Board of Directors and management to defer
an additional 2% ($37,200) to which it would otherwise be entitled pursuant to
the terms of that agreement, which provide generally that the deferred amounts
are reduced and eventually eliminated if CBRA remains investment advisor to the
Company beyond December 31, 2009.

<PAGE>
                             Cedar Income Fund, Ltd.
                   Notes to Consolidated Financial Statements
                               September 30, 2001
                                   (unaudited)

Note 5.  Related Party Transactions (continued)

Advisory Services (continued)

         Pursuant to the Advisory Agreement CBRA was entitled to receive an
acquisition fee in the amount of $1,737,500 (5%) with respect to the acquisition
of the three supermarket-anchored shopping centers and corresponding land parcel
acquired on October 9, 2001, CBRA has agreed to accept a fee in the amount of
$173,750 (one-half of 1%). As for the balance of the fee, CBRA has agreed to 1.)
waive a portion in the amount of $868,750 (2.5%) and 2.) defer a portion in the
amount of $696,000 (2%), pursuant to the terms of the Advisory Agreement, which
provide generally that the deferred amounts are reduced and eventually
eliminated if CBRA remains investment advisor to the Company beyond December 31,
2009.

         These additional deferred disposition and acquisition fees aggregating
$839,200 will be reduced by 50% if CBRA remains investment advisor to the
Company for a period extending beyond December 31, 2005, and will be waived in
its entirety if CBRA remains investment advisor to the Company for a period
extending beyond December 31, 2009. These contingent amounts have not been
reflected in the Company's financial statements as it is believed that such
payments are remote.

         Under the Advisory Agreement, CBRA is obligated to: (a) provide office
space and equipment, personnel and general office services necessary to conduct
the day-to-day operations of the Company; (b) select and conduct relations with
accountants, attorneys, brokers, banks and other lenders, and such other parties
as may be considered necessary in connection with the Company's business and
investment activities, including, but not limited to, obtaining services
required in the acquisition, management and disposition of investments,
collection and disbursement of funds, payment of debts and fulfillment of
obligations of the Company, and prosecuting, handling and settling any claims of
the Company; (c) provide property acquisition and disposition services,
research, economic and statistical data, and investment and financial advice to
the Company; and (d) maintain appropriate legal, financial, tax, accounting and
general business records of activities of the Company and render appropriate
periodic reports to the Directors and stockholders of the Company and to
regulatory agencies, including the Internal Revenue Service, the Securities and
Exchange Commission, and similar state agencies.

         CBRA receives fees for its administrative and advisory services as
follows: (a) a monthly administrative and advisory fee equal to 1/12 of 3/4 of
1% of the estimated current value of real estate assets of the Company, plus
1/12 of 1/4 of 1% of the estimated current value of all other assets of the
Company; (b) an acquisition fee equal to 5% of the gross purchase price (before
expenses and without deducting indebtedness assumed) of any real property
acquired during the term of the Advisory Agreement; provided that the total of
all such acquisition fees plus acquisition expenses in connection with the
purchase of any real property shall be reasonable and shall not exceed 6% of the
amount paid or allocated to the purchase, development, construction or
improvement of a property, exclusive of acquisition fees and acquisition
expenses; and (c) a disposition fee equal to 3% of the gross sales price (before
expenses but without deducting any indebtedness against the property) of any
real property disposed of during the term of the Advisory Agreement; provided
that no disposition fee shall be paid unless and until the stockholders have
received certain distributions from the Company. In addition, CBRA may receive
one-half of the brokerage commission on such a disposition but only up to 3% of
the price actually paid for the property, subject to certain limitations. Those
fees are essentially the same as those previously applicable under the
Administrative and Advisory Agreement between the Company and AEGON from the
date of formation until April 3, 1998. The Company paid $24,468 and $73,404 in
administrative and advisory fees during the quarter and nine months ended
September 30, 2001. Disposition fees of $18,600 and $53,000 were accrued during
the second quarter of 2001 and paid during the third quarter ended September 30,
2001 with respect to the sale of Corporate Center East and Broadbent. A
disposition fee for the sale of Germantown in the amount of $22,500 was paid to
CBRA during the second quarter of 2000.

<PAGE>

                             Cedar Income Fund, Ltd.
                   Notes to Consolidated Financial Statements
                               September 30, 2001
                                   (unaudited)

Note 5.  Related Party Transactions (continued)

Management Services

         Brentway provides property management and leasing services to the
Company's real properties pursuant to a Management Agreement entered into in
April 1998 (the "Management Agreement"). Brentway is owned by Mr. Ullman and Ms.
Walker, who are also Chairman and President of Brentway, respectively. Mr.
Ullman is President and Chairman of the Company. The term of the Management
Agreement is for one (1) year and is automatically renewed annually for
additional one (1) year periods subject to the right of either party to cancel
the Management Agreement upon sixty (60) days' written notice. Under the
Management Agreement, Brentway is obligated to provide property management
services, which include leasing and collection of rent, maintenance of books and
records, establishment of bank accounts and payment of expenses, maintenance and
operation of property, reporting and accounting the Company regarding property
operations, and maintenance of insurance. All of the duties of Brentway are to
be fulfilled at the Company's expense, provided, however, that the Company is
not required to reimburse Brentway for personnel expenses other than for on-site
personnel at the properties managed. Brentway receives fees for its property
management services as follows: with the exception of The Point, and the three
newly acquired supermarket-anchored shopping centers a monthly management fee
equal to 5% of the gross income from properties managed and leasing fees of up
to 6% of the rent to be paid during the term of the lease procured; in the case
of The Point, the monthly management fee is equal to 3% of the gross income and
the leasing fees are limited to 4.5% of the rent to be paid during the term of
the lease procured, in the case of the three supermarket-anchored shopping
centers, the monthly management fee is equal to 4% of gross income.

<PAGE>

                             Cedar Income Fund, Ltd.
                   Notes to Consolidated Financial Statements
                               September 30, 2001
                                   (unaudited)

Note 5.  Related Party Transactions (continued)

Management Services (continued)

         Brentway was paid $69,328 in property management fees and $100,000 in
leasing fees during the nine months ended September 30, 2001. Leasing fees paid
by the Company during this period were also paid to third parties. Brentway has
subcontracted with a local management company for site management and leasing
services for the Company's remaining office property.


                         Schedule of Related Party Fees
<TABLE>
<CAPTION>
                                            January 1 -                          January 1 -
                                            September 30, 2001                   September  30, 2000
                                            ------------------                   -------------------
<S>                                                   <C>                                  <C>
Management Fees

                                                    $    ---
Brentway                                              69,328                            24,742

Leasing Fees
                                                         ---
Brentway                                             100,000
Administrative and Advisory
CBRA                                                  73,404                            73,404

Disposition Fees
CBRA                                                  71,600                            22,500

Legal
SKR                                                   72,038                            10,687
</TABLE>

         Legal fees of $72,038 were paid to SKR for services rendered by
in-house counsel and Secretary of the Company, Stuart H. Widowski, Esq. SKR is
wholly owned by Leo S. Ullman and is an affiliate of CBRA, Brentway and CBC.




<PAGE>



                             Cedar Income Fund, Ltd.
                             -----------------------

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

         The following discussion should be read in conjunction with the
historical financial statements of the Company and related notes.

Results of Operations

         As discussed in Note 1 to the Financial Statements, the Company has
sold its office property in Salt Lake City, Utah (Broadbent Business Center) and
its office/warehouse property in Bloomington, Illinois (Corporate Center East -
Phase I). The proceeds were used, in part, to pay down the Company's
then-existing line of credit in the amount of $1,515,644. As previously
discussed, on October 9, 2001 the Company, pursuant to an agreement of sale
dated May 16, 2001 invested the remaining proceeds in three grocery-anchored
shopping centers in Pennsylvania and New Jersey. The remaining office property,
Southpoint Parkway Center ("Southpoint"), located in Jacksonville, Florida, was
99% occupied as of September 30, 2001. The Company's Pennsylvania property, The
Point has substantially completed an entire redevelopment plan, including
construction of a new 55,000 square foot Giant Supermarket, the elimination of
approximately 100,000 square feet of internal mall area, and construction of a
number of new stores. The center measures approximately 260,000 rentable s.f.
and was approximately 88% occupied as of September 30, 2001. The Rent
Commencement Date for the Giant Supermarket was July 30, 2001. Operating results
in the forthcoming year will be influenced by the ability of current tenants to
continue paying rent, and the Company's ability to renew expiring tenant leases
and obtain new leases at competitive rental rates.

         Rental income for the three months and nine months ended September 30,
2001 was $822,332 and $2,582,793 compared to $934,045 and $2,148,013 for the
corresponding periods in 2000. This increase for the nine month period is
attributable to the additional rental income generated by the acquisition of The
Point as of July 1, 2000, and offset, in part, by the sale of Germantown as of
May 11, 2000, the sale of Broadbent as of May 22, 2001, and the sale of
Corporate Center East on June 28, 2001. The decrease for the quarter ended
September 30, 2001 as compared to the corresponding quarter in 2000 is
attributable to the loss of revenue relative to Broadbent and Corporate Center
East. This decrease is offset, in part, by the increase in revenue attributable
to The Point as a result of the opening of the Giant Supermarket. The three
newly acquired supermarket-anchored shopping centers were acquired after
September 30, 2001.

         Interest income increased by approximately $98,000 due to the
additional escrow funds made available by the November 2000 mortgage refinancing
of The Point.

         Total property expenses, excluding depreciation and amortization, were
$274,024 and $965,865 for the three month and nine month periods ended September
30, 2001, compared to $359,717 and $792,520 for the corresponding periods in
2000, a decrease of approximately $86,000 and an increase of approximately
$173,000, respectively. The decrease between quarters is attributable to the
sale of Broadbent and Corporate Center East . The nine month increase is
attributable to the additional expenses generated by the acquisition of The
Point in July 2000, offset, in part, by the Germantown, Broadbent and Corporate
Center East sales.

<PAGE>
                             Cedar Income Fund, Ltd.

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations (continued)

Results of Operations (continued)


         Net (loss) income for the three month and nine month periods ended
September 30, 2001 was <$26,800> (<$0.04> per share) and $298,715 ($0.43 per
share) compared to <$28,378> (<$0.03> per share) and <$14,374> (<$0.02> per
share) for the corresponding periods in 2000.

This increase for nine months is attributable to the gain on the sale of
Broadbent. This increase is offset, in part, by the loss on the sale of
Corporate Center East, loss on early extinguishment of debt, and the increase in
interest expense relating to The Point loan.

Liquidity and Capital Resources

         The Company's capital resources consist of its current equity in real
estate investments (carrying value less mortgage indebtedness). The Company
maintains the real estate in good condition and provides adequate insurance
coverage.

         The Company's liquidity at September 30, 2001, represented by cash and
cash equivalents, was $2,530,988 compared to $841,111 at December 31, 2000, an
increase of $1,689,877. This increase is a result of the proceeds received from
the sale of Corporate Center East. The Company's redevelopment costs for the
Pennsylvania shopping center are being funded by the Company's existing tenant
reserve funds established in connecton with the related loan agreement. As
previously discussed, the Company has invested the proceeds from the sale of
both Corporate Center East and Broadbent in qualifying retail properties. The
net proceeds from the Broadbent sale ($3,324,297) were held, until October 9,
2001 when used to acquire three supermarket-anchored shopping centers, in
escrows structured to defer income tax on the gain pursuant to the "like-kind
exchange" provision of Section 1031 of the Internal Revenue Code, and is
classified as restricted cash at September 30, 2001.

         Net cash provided by operating activities, as shown in the Statement of
Cash Flow, was $684,638 for the nine months ended September 30, 2001, compared
to $1,067,972 for the corresponding period in 2000. This decrease of
approximately $383,000 is attributable to the decrease in net income from
operations as a result of the Broadbent and Corporate Center East sales, as well
as the redevelopment of The Point which did not reach substantial completion
until July 30, 2001.

         The Company expects to use the net proceeds of the sale of its only
remaining office property (Jacksonville, Florida) and excess proceeds of
refinancing of The Point to pay the two SWH Loan mandatory payments.

<PAGE>
                             Cedar Income Fund, Ltd.
                             -----------------------

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations (continued)

Liquidity and Capital Resources (continued)

         As of January 1, 2001, the Company is required to distribute at least
90% of its "REIT taxable income", as defined in the Internal Revenue Code, to
continue qualification as a real estate investment trust. Subject to the current
90% test described above (95% in 2000), as of December 2000, the Board of
Directors of the Company voted unanimously to suspend payment of any dividend on
shares and distributions on Units for the four quarterly periods from July 1,
2000 through June 30, 2001. As of June 27, 2001, the Board further decided to
distribute only such dividends for the year 2001, before or shortly after the
end of the year, as may be necessary to comply with the Internal Revenue Code
requirements for continued REIT status. The Company has distributed amounts
during the last two calendar years significantly in excess of both distributions
required under applicable rules and the Company's net income.

Inflation

         Low to moderate levels of inflation during the past few years have
favorably impacted the Company's operations by stabilizing operating expenses.
At the same time, low inflation has the indirect effect of reducing the
Company's ability to increase tenant rents. The Company's properties have
tenants whose leases include expense reimbursements and other provisions to
minimize the effect of inflation. These factors, in the long run, are expected
to result in more attractive returns from the Company's real estate portfolio as
compared to short-term investment vehicles.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

         The Company is exposed to changes in interest rates primarily from its
floating debt arrangements. The Company's primary strategy is to protect against
this risk by using a derivative transaction to limit the adverse impact that
floating LIBOR rate interest fluctuations could have on cash flow. In November
2000, the Company through a subsidiary it controls, entered into an interest
rate cap agreement effective December 1, 2000 with a financial institution for a
notional amount of $17,900,000 which capped the interest rate of its secured
mortgage loan facility. The cap limits interest to 7.5% and expires on June 1,
2002. The intention is for the cap agreement to be held to maturity. The Company
does not use derivative financial instruments for trading purposes. As of
September 30, 2001, the hedge effectively has no value and has been adjusted in
accordance with SFAS 133 (See Note 2 to the unaudited Consolidated Financial
Statements).
<PAGE>




                             Cedar Income Fund, Ltd.
                             -----------------------


Item 3. Quantitative and Qualitative Disclosures about Market Risk (continued)

If the base interest rates would increase by 1%, there would be an approximate
$179,000 decrease in net income prior to minority interest and limited partners'
interest.

         Because of the Company's minimal use of derivatives, management does
not anticipate that the adoption of the new Statement will have a significant
effect on earnings or on the financial position of the Company.



<PAGE>



                             Cedar Income Fund, Ltd.
                             -----------------------

Part II           Other Information

Item 1.           Legal Proceedings

                  None

Item 2.           Changes in Securities and Use of Proceeds

                  None

Item 3.           Defaults upon Senior Securities

                  None

Item 4.           Submission of Matters to a Vote of Securities Holders

                  None

Item 5.           Other Information

                  None

Item 6.           Exhibits and Reports on Form 8-K

                  1.    Form 8-K dated October 9, 2001, reporting on Items 2
                        and 7, relating to the acquisition of Washington Centre
                        Shops, L.P. and Greentree Road Land, Inc., Port Richmond
                        Associates, L.L.C., Academy Store, L.P., filed October
                        24, 2001.

                  2.    On November 14, 2001 Form 8-K/A dated October 9,
                        2001, reporting on Items 2 and 7, was filed amending
                        Form 8-K filed on October 24, 2001.



<PAGE>



                             Cedar Income Fund, Ltd.
                             -----------------------


                               September 30, 2001


Signatures


Pursuant to the requirements of Section 13 or 15(d) 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 INCOME FUND, LTD.

/s/ Leo S. Ullman                           /s/ Brenda J. Walker
- ------------------------------------        -------------------------------
Leo S. Ullman                               Brenda J. Walker
Chairman of the Board and President         Vice President and Director
(principal executive officer)              (principal financial officer)


                                            /s/ Ann Maneri
                                            -------------------------------
                                            Ann Maneri
                                            Controller
                                            (principal accounting officer)


November 14, 2001



