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<SEC-DOCUMENT>0000950116-01-500481.txt : 20010716
<SEC-HEADER>0000950116-01-500481.hdr.sgml : 20010716
ACCESSION NUMBER:		0000950116-01-500481
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20010628
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20010713

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CEDAR INCOME FUND LTD /MD/
		CENTRAL INDEX KEY:			0000761648
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE INVESTMENT TRUSTS [6798]
		IRS NUMBER:				421241468
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	000-14510
		FILM NUMBER:		1680648

	BUSINESS ADDRESS:	
		STREET 1:		44 SOUTH BAYLES AVENUE
		CITY:			PORT WASHINGTON
		STATE:			NY
		ZIP:			11050
		BUSINESS PHONE:		5167676492

	MAIL ADDRESS:	
		STREET 1:		44 SOUTH BAYLES AVENUE
		CITY:			PORT WASHINGTON
		STATE:			NY
		ZIP:			11050

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	UNI INVEST USA LTD
		DATE OF NAME CHANGE:	20000407

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CEDAR INCOME FUND LTD
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CEDAR INCOME FUND 1 LTD
		DATE OF NAME CHANGE:	19891010
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>eightk.txt
<DESCRIPTION>8-K
<TEXT>

<PAGE>

                       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) June 28, 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.

Item 2.  Acquisition or Disposition of Assets

         1) Sale of the Fund's Interest in Corporate Center East - Phase I
         (Bloomington, Illinois):

         On June 28, 2001, Cedar Income Fund Partnership, L.P. (the "Operating
         Partnership"), pursuant to a Contract of Sale dated June 4, 2001, sold
         its interest in Corporate Center East - Phase I, Bloomington, IL, 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. In addition to such closing
         costs, the Operating Partnership will pay to Cedar Bay Realty Advisors,
         Inc. ("CBRA") in accordance with the terms of the Investment Advisory
         Agreement between CBRA and the Company, a disposition fee of $18,600,
         representing 1% of the sales price. CBRA has 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,
         until termination of such agreement. The additional fee 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.

         The net cost basis of Corporate Center East on the books of the
         Operating Partnership as of the closing date was approximately
         $2,050,000. 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 capital loss of approximately $360,000.
         It should be noted that 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".

         Management intends to reinvest the proceeds of sale in certain
         qualifying properties, including, without limitation, three
         supermarket-anchored shopping centers located in eastern Pennsylvania
         and southern New Jersey, the proposed purchase of which, as formalized
         in a purchase contract executed by the Company, has been previously
         announced.

         It should be noted that the Pro Forma Combined Statement of Operations
         for the three months ended March 31, 2001, as presented as if the
         Company had disposed of Corporate Center East, as well as the Broadbent
         Business Center (as previously reported), each as of January 1, 2001,
         indicates an increase in the net loss per share from $(0.01) to
         $(0.12). On such restated basis, the Company would have two fewer real
         estate properties and, accordingly, less revenues/income from those
         properties. As stated above, and as previously reported, the Company
         intends to reinvest the proceeds of sale of both properties on a
         tax-free basis pursuant to the "like-kind exchange" provisions of the
         Internal Revenue Code, to the extent required in order to defer tax on
         any gain, in qualifying real estate properties. The Pro Forma Combined
         Statement of Operations also reflects the previously-reported write-off
         of approximately $280,000 in deferred financing costs associated with
         the line of credit that was terminated in the second quarter of 2001.
<PAGE>

                             Cedar Income Fund, Ltd.

Item 7.  Financial Statements and Exhibits

         Pro Forma Combined Balance Sheet as of March 31, 2001.

         Pro Forma Combined Statement of Operations for the three months ended
         March 31, 2001.

         Pro Forma Combined Statement of Operations for the twelve months ended
         December 31, 2000.

         Notes to Pro Forma Financial Statements.

         Exhibits.

         Contract of Sale dated June 4, 2001.

         Press release dated July 2, 2001, regarding sale of Corporate Center
         East.
<PAGE>

                             Cedar Income Fund, Ltd.

                                   SIGNATURES


         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 thereunto duly authorized.

                                                     CEDAR INCOME FUND, LTD.


                                                     By: /s/ Leo S. Ullman
                                                         -----------------------
                                                         Leo S. Ullman
                                                         Chairman

         Dated: July 13, 2001


<PAGE>

                             Cedar Income Fund, Ltd.
                   Pro Forma Condensed Combined Balance Sheet
                              As of March 31, 2001

The following unaudited Pro Forma Condensed Combined Balance Sheet is presented
as if the Company had sold Corporate Center East and Broadbent Business Center
on March 31, 2001. This Pro Forma Condensed Combined Balance Sheet should be
read in conjunction with the Pro Forma Condensed Combined Statement of
Operations of the Company and the historical financial statements and notes
thereto of the Company as filed on Form 10-Q for the three months ended March
31, 2001. The Pro Forma Condensed Combined Balance Sheet is unaudited and is not
necessarily indicative of what the actual financial position would have been had
the Company sold Corporate Center East and Broadbent Business Center on March
31, 2001, nor does it purport to represent the future financial position of the
Company.

<TABLE>
<CAPTION>
                                                (As per previously filed 8-K)
                                   Cedar Income                    Repayment           Corporate         Corporate
                                     Fund, Ltd.    Broadbent          of              Center East       Center East     Pro Forma
                                   Historical(a) Disposition(b) Credit Facility(c) 2nd Qtr Activity(d) Disposition(e) March 31, 2001
                                   ------------- -------------- ------------------ ------------------- -------------  --------------
<S>                                <C>           <C>            <C>                 <C>                 <C>            <C>
Description
- -----------
Assets:
Real estate, net                     $21,894,541  $      --      $       --          $       --         $       --     $ 21,894,541
Real estate held for sale              5,060,723   (3,210,723)           --                  --           (1,850,000)          --
Improvements                                --           --              --               200,820           (200,820)          --
Escrow                                      --      4,839,941      (1,515,644)               --            1,629,208      4,953,505
Cash and cash equivalents              1,072,881      (30,305)           --                  --               (9,882)     1,032,694
Restricted cash                        5,944,365         --              --                  --                 --        5,944,365
Tenant receivables                       195,303      (17,454)           --                  --              (17,845)       160,004
Deferred rent receivable                  25,474         --              --                  --                 --           25,474
Prepaid expenses and other               236,094       (4,891)           --                  --                 (555)       230,648
Deferred leasing and financing costs     837,278      (17,287)       (203,429)             37,975            (67,773)       586,764
Deferred legal                            61,733         --              --                  --               (6,150)        55,583
                                     -----------  -----------    ------------        ------------       ------------   ------------

Total Assets                         $35,328,392  $ 1,559,281    $ (1,719,073)       $    238,795       $   (523,817)  $ 34,883,578
                                     ===========  ===========    ============        ============       ============   ============

Liabilities and Stockholders' Equity

Mortgage notes payable               $17,900,000  $      --      $       --          $       --         $       --     $ 17,900,000
Credit facility                        1,515,644         --        (1,515,644)               --                 --             --
Accrued expenses and other               549,846     (495,266)           --                  --              (77,333)       (22,753)
                                     -----------  -----------    ------------        ------------       ------------   ------------

Total Liabilities                     19,965,490     (495,266)     (1,515,644)               --              (77,333)    17,877,247
                                     -----------  -----------    ------------        ------------       ------------   ------------

Minority interest                      2,316,906         --              --                  --                 --        2,316,906
Limited partner's interest in
  Operating Partnership                9,239,726    1,460,988        (144,658)            169,807           (317,495)    10,408,368

Stockholders' Equity
Common stock                               6,921         --              --                  --                 --            6,921
Additional paid-in capital             3,799,349      593,559         (58,771)             68,988           (128,989)     4,274,136
                                     -----------  -----------    ------------        ------------       ------------   ------------
Total Stockholders' Equity             3,806,270      593,559         (58,771)             68,988           (128,989)     4,281,057
                                     -----------  -----------    ------------        ------------       ------------   ------------
Total Liabilities and
Stockholders' Equity                 $35,328,392  $ 1,559,281    $ (1,719,073)       $    238,795       $   (523,817)  $ 34,883,578
                                     ===========  ===========    ============        ============       ============   ============
</TABLE>

            See accompanying Notes to Pro Forma Financial Statements
<PAGE>

                             Cedar Income Fund, Ltd.
                   Pro Forma Combined Statement of Operations
                    For the three months ended March 31, 2001

The following unaudited Pro Forma Condensed Combined Statement of Operations is
presented as if the Company had disposed of Corporate Center East and Broadbent
Business Center as of January 1, 2001 and the Company qualified as a REIT,
distributed 90% of its taxable income and, therefore, incurred no income tax
expense during the period. This Pro Forma Condensed Combined Statement of
Operations should be read in conjunction with the Pro Forma Condensed Combined
Balance Sheet of the Company and the historical financial statements and notes
thereto of the Company as filed on Form 10-Q for the three months ended March
31, 2001. The Pro Forma Condensed Combined Statement of Operations is unaudited
and is not necessarily indicative of what the actual financial position would
have been had the Company sold Corporate Center East and Broadbent Business
Center as of January 2001, nor does it purport to represent the operations of
the Company for future periods.

<TABLE>
<CAPTION>
                                                         (Per previously filed 8-K)
                                          Cedar Income                                  Corporate                      Pro Forma
                                           Fund, Ltd.      Broadbent      Pro Forma    Center East     Pro Forma     3 Months Ended
                                          Historical(f)  Disposition(g) Adjustments(h) Disposition(i) Adjustments(j) March 31, 2001
                                          -------------  -------------- -------------- -------------- -------------- --------------
<S>                                        <C>             <C>           <C>             <C>           <C>              <C>
Revenues:
Base rent                                   $ 712,208      $(118,150)     $    --        $ (35,907)     $    --         $ 558,151
Tenant escalations                            163,427        (36,400)          --          (10,447)          --           116,580
Interest                                      107,644           --           29,292           --           14,297         151,233
                                            ---------      ---------      ---------      ---------      ---------       ---------

Total Revenues                                983,279       (154,550)        29,292        (46,354)        14,297         825,964
                                            ---------      ---------      ---------      ---------      ---------       ---------

Expenses:
Operating Expenses
Property expenses                             258,442        (43,587)          --          (29,098)          --           185,757
Real estate taxes                              91,988        (15,273)          --          (12,323)          --            64,392
Administrative                                 95,379           --             --             --             --            95,379
                                            ---------                                                                   ---------

Total Operating Expenses                      445,809        (58,860)          --          (41,421)          --           345,528
                                            ---------      ---------      ---------      ---------      ---------       ---------

Interest                                      377,479           --          (35,049)          --             --           342,430
Depreciation and amortization                 172,556        (10,249)       (30,669)          --             --           131,638
                                            ---------      ---------      ---------      ---------      ---------       ---------

Total Expenses                                995,844        (69,109)       (65,718)       (41,421)          --           819,596
                                            ---------      ---------      ---------      ---------      ---------       ---------

Net (loss) income before minority interest    (12,565)       (85,441)        95,010         (4,933)        14,297           6,368
Minority interest share of loss                22,888           --             --             --             --            22,888
                                            ---------      ---------      ---------      ---------      ---------       ---------
Net income(loss) before limited partner's
  interest in Operating Partnership            10,323        (85,441)        95,010         (4,933)        14,297          29,256
Limited partner's interest                    (12,940)        60,757        (67,562)         3,507        (10,166)        (26,404)
                                            ---------      ---------      ---------      ---------      ---------       ---------

Net (loss) income before extraordinary item
and cumulative effect adjustment               (2,617)       (24,684)        27,448         (1,426)         4,131           2,852
Extraordinary item
    Write-off of deferred mortgage and
    administrative costs, net of limited
    partner's interest of ($197,044)             --             --          (80,054)          --             --           (80,054)
Cumulative effect of change in accounting
   principle, net of limited partnership
   interest of ($14,723)                       (6,014)          --             --             --             --            (6,014)
                                            ---------      ---------      ---------      ---------      ---------       ---------
Net (loss) income                           $  (8,631)     $ (24,684)     $ (52,606)     $  (1,426)     $   4,131       $ (83,216)
                                            =========      =========      =========      =========      =========       =========

Basic and Diluted Net Income per Share      $   (0.01)     $   (0.04)     $   (0.08)     $    0.00      $    0.01       $   (0.12)
                                            =========      =========      =========      =========      =========       =========
</TABLE>

            See accompanying notes to Pro Forma Financial Statements
<PAGE>

                             Cedar Income Fund, Ltd.
                   Pro Forma Combined Statement of Operations
                  For the twelve months ended December 31, 2000

The following unaudited Pro Forma Condensed Combined Statement of Operations is
presented as if the Company had disposed of Corporate Center East and Broadbent
Business Center as of January 1, 2000 and the Company qualified as a REIT,
distributed 95% of its taxable income and, therefore, incurred no income tax
expense during the period. This Pro Forma Condensed Combined Statement of
Operations should be read in conjunction with the Pro Forma Condensed Combined
Balance Sheet of the Company and the historical financial statements and notes
thereto of the Company as filed on Form 10-K for the year ended December 31,
2000. The Pro Forma Condensed Combined Statement of Operations is unaudited and
is not necessarily indicative of what the actual financial position would have
been had the Company disposed of Corporate Center East and Broadbent Business
Center as of January 1, 2000, nor does it purport to represent the operations of
the Company for future periods.

<TABLE>
<CAPTION>
                                                           (Per previously filed 8-K)
                                          Cedar Income                                     Corporate
                                           Fund, Ltd.      Broadbent       Pro Forma      Center East      Pro Forma       2000
                                         Historical(k)   Disposition(l)  Adjustments(m)  Disposition(n)  Adjustments(o)  Pro Forma
                                         -------------   --------------  --------------  --------------  --------------  ---------
<S>                                      <C>             <C>             <C>             <C>             <C>             <C>
Description
- -----------
Revenues:
Base rent                                  $ 2,586,473    $  (568,151)     $    --        $ (241,698)     $      --     $ 1,776,624
Tenant escalations                             450,470       (146,988)          --           (44,374)            --         259,108
Interest                                       178,838           --          134,284            --             66,376       379,498
                                           -----------    -----------      ---------      ----------      -----------   -----------

Total Revenues                               3,215,781       (715,139)       134,284        (286,072)          66,376     2,415,230
                                           -----------    -----------      ---------      ----------      -----------   -----------

Expenses:
Operating Expenses
Property expenses                              854,203       (185,083)          --          (115,383)            --         553,737
Real estate taxes                              308,386        (59,080)          --           (49,291)            --         200,015
Administrative                                 525,169           --             --              --               --         525,169
                                           -----------    -----------      ---------      ----------      -----------   -----------

Total Operating Expenses                     1,687,758       (244,163)          --          (164,674)            --       1,278,921
                                           -----------    -----------      ---------      ----------      -----------   -----------

Interest                                       604,182        (52,414)       (93,033)           --               --         458,735
Depreciation and amortization                  621,509       (116,189)       (96,842)        (34,838)            --         373,640
                                           -----------      ---------      ----------     -----------     -----------   -----------

Total Expenses                               2,913,449       (412,766)      (189,875)       (199,512)            --       2,111,296
                                           -----------    -----------      ---------      ----------      -----------   -----------

Net income (loss) before minority interest     302,332       (302,373)       324,159         (86,560)          66,376       303,934
Minority interest                                7,669           --             --              --               --           7,669
Loss on impairment                            (203,979)          --             --           203,979             --            --
Gain on disposal                                91,012           --             --              --               --          91,012
                                           -----------    -----------      ---------      ----------      -----------   -----------

Net income (loss) before limited partner's
   interest in Operating Partnership           197,034       (302,373)       324,159         117,419           66,376       402,615
Limited partner's interest                    (191,615)       215,017       (230,509)        (83,497)         (47,193)     (337,797)
                                           -----------    -----------      ---------      ----------      -----------   -----------

Net income (loss) before extraordinary item      5,419        (87,356)        93,650          33,922           19,183        64,818
Extraordinary item
  Early extinguishment of debt                 (17,502)        17,502           --              --               --            --
Write-off of deferred mortgage and
   administrative costs, net of limited
   partner's interest of ($231,088)               --             --          (93,885)           --               --         (93,885)
                                           -----------    -----------      ---------      ----------      -----------   -----------
Net (loss) income                          $   (12,083)   $   (69,854)     $    (235)     $   33,922      $    19,183   $   (29,067)
                                           ===========    ===========      =========      ==========      ===========   ===========

Basic and Diluted Net Income per Share     $     (0.01)   $     (0.08)     $    0.00      $     0.04      $      0.02   $     (0.03)
                                           ===========    ===========      =========      ==========      ===========   ===========
</TABLE>

            See accompanying notes to Pro Forma Financial Statements
<PAGE>

                             Cedar Income Fund, Ltd.
                     Notes to Pro Forma Financial Statements

Pro Forma Condensed Combined Balance Sheet
- ------------------------------------------

a.  Reflects the Company's historical balance sheet as of March 31, 2001.
b.  Reflects the disposition of Broadbent for $5.3 million cash.
c.  Reflects repayment of $1.5 million credit facility.
d.  Reflects the activity for Corporate Center East for the period April 1, 2001
    through June 27, 2001.
e.  Reflects the disposition of Corporate Center East for $1,860,000.

Pro Forma Condensed Combined Statements of Operations for the three months ended
March 31, 2001
- --------------------------------------------------------------------------------

f.  Reflects the historical operations of the Company for the three months ended
    March 31, 2001.
g.  Reflects the operations of Broadbent for the three months ended March 31,
    2001.
h.  Reflects the interest income associated with the net cash received from the
    sale of Broadbent and write-off of deferred mortgage and amortization
    expenses.
i.  Reflects the operations of Corporate Center East for the three months ended
    March 31, 2001.
j.  Reflects the interest income associated with the net cash received from the
    sale of Corporate Center East.

Pro forma Condensed Combined Statements of Operations for the Year Ended
December 31, 2000
- ------------------------------------------------------------------------

k.  Reflects the historical operations of the Company for the year ended
    December 31, 2000.
l.  Reflects the operations of Broadbent for the year ended December 31, 2000.
m.  Reflects the interest income associated with the net cash received from the
    sale of Broadbent and write-off of deferred mortgage and amortization
    expense.
n.  Reflects the operations of Corporate Center East for the year ended December
    31, 2000.
o.  Reflects the interest income associated with the net cash received from the
    sale of Corporate Center East.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>exh-1.txt
<TEXT>

<PAGE>


                                CONTRACT OF SALE
                             CORPORATE CENTER EAST I

Contract of Sale made as of the 4th day of June, 2001 between CEDAR INCOME FUND
PARTNERSHIP, L.P. formerly known as UNI-INVEST (U.S.A.) PARTNERSHIP, L.P., a
Delaware limited partnership with an address c/o Brentway Management LLC, 44
South Bayles Avenue, Port Washington, NY 11050 ("Seller") and CIP, LLC a limited
liability company with an address at 405 N. Hershey, Bloomington, IL.

                              W I T N E S S E T H:

         For and in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:

1. Agreement to Sell. Seller agrees to sell to Purchaser, and Purchaser agrees
to buy from Seller all that certain lot, tract or parcel of land and premises,
together with all buildings and improvements thereon, located at 2205 E. Empire
Street, Bloomington, Illinois and more particularly described in Exhibit A
attached hereto (the "Premises").

2. Purchase Price. Purchaser agrees to pay to Seller, and Seller agrees to
accept as and for the purchase price for the Premises the sum of One Million
Eight Hundred Sixty Thousand Dollars ($1,860,000) which sum (the "Purchase
Price") shall be paid as follows:

         (a) Upon execution of this contract, Purchaser shall deliver a
         certified or bank check in the amount of $93,000 (the "Down Payment")
         to be held by Stuart Widowski, Esq. ("Escrow Agent"), in accordance
         with the terms of this Contract; and

         (b) Upon closing of title, the balance of the Purchase Price, subject
         to apportionments pursuant to Paragraph 12 hereof, shall be paid to
         Seller. All monies in excess of $500 payable under this Contract,
         unless otherwise agreed to by Seller, shall be paid by unendorsed
         certified check of Purchaser, or official check of any bank, savings
         bank, trust company or savings and loan association having a banking
         office in the State of New York or, at Seller's or Purchaser's
         election, by wire transfer to Seller's account.

3. Title to Premises. Purchaser acknowledges that the Premises are to be
conveyed subject to the following matters, which matters shall not be deemed to
be title defects rendering Seller's title to the Premises unmarketable:
<PAGE>

         (a) Zoning ordinances and other applicable governmental regulations and
requirements, provided same do not prohibit the maintenance of the existing use
of the Premises;

         (b) Retaining walls and other walls, bushes, trees, hedges, fences and
the like extending from or onto the Premises, and any portion of the Premises
lying in the bed of any public street;

         (c) Rights of the public and adjoining owners of highways, streets,
roads, and lanes bounding the Premises;

         (d) Rights of any utility companies of record;

         (e) Covenants, restrictions, and easements of record on the date
hereof, if any, provided same are not currently being violated;

         (f) The present physical condition of the Premises, and all
improvements thereon, and any changes that may result in such condition from
reasonable wear and tear and natural deterioration prior to the closing;

         (g) Liens for taxes, assessments, water charges and sewer rents not yet
due and payable, subject to adjustment as hereinafter set forth;

         (h) Such state of facts which an accurate survey would show, including
the location of the Premises in relation to any flood plain, provided same do
not prevent the use of the existing structures on the Premises;

         (i) Standard conditions and exceptions to title contained in the
standard form of Owner's Title Insurance Policy; and

         (j) Leases, as hereinafter provided.
<PAGE>

4. Title Search. Purchaser agrees to order a title search of the Premises from
New York Land Services, Inc., 630 Third Avenue, 5th Floor, New York, NY 10017
(212) 490-2277, as agent for Commonwealth Land Title Insurance Company (the
"Title Company") within three (3) business days of the date hereof and shall
cause a duplicate of all title reports to be simultaneously delivered to Seller.
If Purchaser's title report discloses any title matter not provided for above
which operates to render title to Premises unmarketable (a "Title Defect"), then
Purchaser shall give notice thereof to Seller in writing prior to the earlier of
(a) ten (10) days after receipt of such search results or (b) thirty (30) days
of the date hereof ("Title Objection Period"), and Seller shall have thirty (30)
business days, at its option, and in its sole discretion, to cure such title
matters. If Seller is not able or does not elect to cure, satisfy or discharge
the same, then Purchaser's sole right shall be to terminate this Contract on
notice to Seller within five (5) days after Seller notifies Purchaser that it
will not or cannot cure, satisfy or discharge same, and thereafter the Down
Payment (and any interest accrued thereon) shall be returned to Purchaser and
neither party shall have any further rights or liabilities under this Contract.
If Purchaser does not exercise its right to terminate this Contract, then
Purchaser shall accept such title as Seller is able to convey without reduction
or abatement of the Purchase Price. Any objection to title based on a Title
Defect existing on the date hereof not raised in accordance with the provisions
of this Section within the Title Objection Period shall be deemed waived.


5. No Representations. Purchaser has made such examination of the Premises, the
operation, income and expenses thereof and all other matters affecting or
relating to this transaction as Purchaser deems necessary. Purchaser affirms
that Seller has not made nor has Purchaser relied upon any representation,
warranty or promise made by Seller or any broker or any representative or agent
of Seller whether express or implied, oral or written with respect to the
Premises or its physical condition, income, expenses, operation or use, or the
laws, ordinances, rules and regulations applicable to the Premises or compliance
of the Premises therewith, or any other matter or thing affecting or related to
the Premises, including without limitation the presence or absence of any
pollutant or hazardous substance on, about or adjacent to the Premises or the
suitability of the Premises for Purchaser's intended use, except as specifically
set forth in this Contract. It is understood and agreed that Purchaser is
acquiring and will accept conveyance of the Premises and the equipment and
fixtures therein in their "as is" condition, subject to reasonable wear and tear
prior to closing of title, provided that Seller agrees to deliver the Premises
with the roof free of leaks, the building structurally sound and the mechanical
systems in working order.
<PAGE>

6. Seller's Representations and Warranties. Seller represents and warrants to
Purchaser as follows:

         (a) Seller has received no written notice of any action for eminent
domain from any governmental instrumentality having jurisdiction thereof.

         (b) Seller has received no written notice issued by insurance or
casualty companies affecting the Premises, with respect to violations affecting
the same as to use or operation.

         (c) There are no service contracts affecting the Premises for elevator
service, air conditioning and heating service, except as listed on Exhibit B
annexed hereto.

         (d) There are no outstanding contracts with any labor unions affecting
employees who may be used in connection with the operation of the Premises.

         (e) Seller has not received any written notice(s) from any governmental
agencies concerning building code or ADA violations at the Premises.

         (f) Seller has not received any written notice(s) from any governmental
agencies concerning environmental violations involving the Premises.

7. Purchaser's Representations and Warranties. Purchaser hereby represents and
warrants to Seller as follows: Purchaser is a limited liability company
organized and validly existing under the laws of Illinois and is or will be
qualified under the laws of the State of Illinois to conduct business therein on
the Closing Date.

8. Personalty and Fixtures. All right, title, and interest of Seller in and to
the personalty and fixtures that are in or on the Premises, and are due to be
transferred at the time of Closing, shall be deemed transferred to Purchaser
under the deed to be delivered at Closing. No part of the Purchase Price shall
be deemed to have been paid by Purchaser for the personalty and fixtures. In the
event a taxing authority shall determine that a sales tax is due on the
personalty, Purchaser agrees to pay the same. This provision shall survive
Closing.

9. Destruction. If, prior to the Closing, all or a material portion of the
Premises is destroyed by fire or any other casualty, or becomes the subject of
an actual eminent domain proceeding, (a) Seller shall notify Purchaser of such
fact and (b) Purchaser shall have the option, which must be exercised within
fifteen (15) days of the foregoing notice from Seller, to cancel this Contract
in which case Purchaser shall receive return of the Down Payment and any accrued
interest thereon. In the absence of such exercise, or in the event the portion
of the Premises affected is not material, (x) Seller shall assign to Purchaser
all of its rights to any insurance or condemnation proceeds awarded with respect
to such casualty or condemnation; and (y) Seller shall convey the Premises to
Purchaser without an abatement of the purchase price or obligation on the part
of Seller to restore the damage. Purchaser waives the provisions of the State of
Illinois Uniform Vendor and Purchaser Risk Act (765 ILCS 65/1) to the extent
contrary to the terms set forth hereinabove.

10. Leases. The Premises are sold and shall be conveyed subject to the leasehold
interests and tenancies (the "Leases") listed on Exhibit C attached hereto and
made a part hereof. Purchaser acknowledges that it has had an opportunity to
examine copies of the Leases and will accept title subject thereto. Seller does
not warrant that any particular Lease will be in force or effect at the Closing
or that the tenant will have performed their obligations thereunder. The
termination of any Lease, the removal of any tenant or vacation by any tenant
prior to the Closing shall not affect the obligations of Purchaser under this
Contract in any manner or entitle Purchaser to any abatement of or credit
against Purchaser's obligations or give rise to any other claim of Purchaser. If
Purchaser shall, subsequent to the date of Closing, collect rentals from any
tenants in arrears, such rentals shall first be applied to rentals due for a
period of thirty (30) days prior to the date of Closing, which amounts shall be
remitted to Seller promptly after receipt thereof. Purchaser agrees to bill the
applicable tenants as soon as practicable and to promptly remit to Seller the
portion of any additional rent attributable to the period prior to the date of
Closing as and when collected. This obligation shall survive the Closing.

11. Closing of Title. The closing of title ("Closing") shall be held at such
place as the parties shall mutually agree at a mutually agreeable date and time
but in no event later than July 1, 2001 (the "Closing Date"). The following
actions shall take place at Closing:

         (a) Seller shall deliver to Purchaser a Special Warranty Deed, properly
executed in proper form for recording so as to convey the title required by this
Contract;
<PAGE>

         (b) Purchaser shall pay to Seller the balance of the Purchase Price, as
provided in Paragraph 2 of this Contract;

         (c) Apportionments shall be made pursuant to Paragraph 12 hereof;

         (d) Seller shall pay all applicable real property transfer taxes
customarily paid by sellers;

         (e) Purchaser shall cause the deed to be recorded, duly complete all
required real property transfer returns and cause all such returns and checks in
payment of such taxes to be delivered to the appropriate officers promptly after
the Closing;

         (f) Seller and Purchaser shall each deliver to the other a consent of
partners, board resolutions or other appropriate evidence of authority to enter
into the transactions described herein; and

         (g) Seller shall assign to Purchaser and Purchaser shall assume all
 Leases and security deposits held in connection therewith and all security
 deposits, if any, shall be transferred to Purchaser; and

         (h) Purchaser shall deliver to Seller an agreement indemnifying and
 agreeing to defend Seller against any claims made by tenants with respect to
 tenants' security deposits to the extent assigned to Purchaser and claims by
 real estate brokers with respect to claims arising from renewals, expansions or
 other modifications or new leases entered into after the Closing Date.

         (i) Seller shall pay the premium for an ALTA Owner's Policy of Title
Insurance insuring title in the name of Purchaser, subject to all exceptions
provided for hereunder, in a policy amount equal to the Purchase Price.

12. Apportionments. The following are to be apportioned between Seller and
Purchaser as of midnight of the day before the date of Closing:

         (a)      Rents collected from the Premises as of the Closing Date; and
         (b)      Charges under transferable service contracts; and
         (c)      Real estate taxes, assessments and water and sewer rents
<PAGE>

13. Use of Purchase Price to Pay Encumbrances. If there is any liability
affecting the Premises which Seller is obligated to pay and discharge at
Closing, Seller may use any portion of the balance of the Purchase Price to
discharge such liability. As an alternative, Seller may deposit with Purchaser's
title insurance company such amounts as may be required to assure discharge of
the liability. Upon request made within a reasonable time before Closing,
Purchaser agrees to provide separate certified checks as requested to assist in
clearing up these matters.

14. Brokerage. Purchaser and Seller each represent to the other that it did not
deal with any broker except Coldwell Banker/Heart of America Realtors and
Brentway Management LLC (the "Brokers") in connection with this transaction.
Purchaser and Seller each represent to the other that no broker other than the
aforementioned brokers was instrumental in bringing about this sale. In the
event any claim is made by a broker, finder or similar person based on actual
dealings with either party hereto, such party with whom said broker claims to
have dealt shall indemnify and hold harmless the other from and against any and
all claims, loss, liability and expense (including without limitation reasonable
legal fees) in connection with any such claims. The Brokers shall be paid a real
estate sales commission by the Seller in accordance with separate agreements
between the Brokers and the Seller.

15. Liability for Breach of Contract. The liability of Seller hereunder is
hereby limited to return of any sums deposited with Seller on account of the
sale (and any interest accrued thereon), upon which the liability of Seller
shall wholly cease, and Purchaser shall have no further claim against Seller for
any default, breach or violation hereof. Upon the default or failure of
Purchaser to perform its agreements hereunder, Seller shall be entitled to the
full amount of the Down Payment as liquidated damages, which sum Purchaser
agrees is not a penalty and which sum is a reasonable estimation of Seller's
damages, such damages being difficult to calculate at this time.

16. Further Assurances. Each of the parties hereby agrees to execute,
acknowledge and deliver such other documents or instruments as the other may
reasonably require from time to time to carry out the purposes of this Contract.

17. Notices. All notices, requests, consents, approvals or other communications
under this Contract shall be in writing and sent by overnight delivery service
requiring the recipient's signature mailed by certified mail, return receipt
requested, postage prepaid, addressed (a) if to Seller, at the address set forth
above, with a copy to Stuart H. Widowski, General Counsel, SKR Management Corp.,
44 South Bayles Avenue, Port Washington, New York 11050 and (b) if to Purchaser,
at the address set forth above; or at such other address as either party shall
designate by giving notice thereof to the other party in the manner above
provided. Such notice shall be deemed effective upon delivery to or refusal by
the intended recipient thereof.
<PAGE>

18. Merger. The acceptance of a deed by Purchaser shall be deemed to be a full
performance by Seller of, and shall discharge Seller from, all obligations
hereunder and thereafter, Seller shall have no liability hereunder to Purchaser,
or to any other person, firm, corporation or public body with respect to the
Premises, except as herein specifically provided. In the event that any
representation of Seller hereunder shall be false, Purchaser's sole right shall
be to terminate this Contract and obtain return of any sums deposited with
Seller on account of this sale (with any interest accrued thereon) and neither
party shall have any further rights or liabilities hereunder. The
representations and indemnities of Seller shall not survive the Closing unless
specifically provided in this Contract.

19. Binding Effect; Entire Agreement. This Contract, once executed by both
parties, shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, legal representatives, successors and permitted
assigns. This Contract contains the entire agreement between the parties, and
may not be modified except by a writing executed by the party against whom
enforcement is sought. Prior to execution by both parties, this Contract shall
not constitute an offer nor confer any rights upon Purchaser.

20. Recording. This Contract of Sale shall not be recorded by either party.

21. No Assignment. None of the rights or obligations under this Contract shall
be assignable by the Purchaser without prior written consent of Seller and any
such attempted assignment shall be without force or effect.

22. Governing Law. This Contract of Sale shall be construed in accordance with
and governed by the laws of the State of Illinois.

23. Escrow. Anything herein contained to the contrary notwithstanding, the Down
Payment shall be paid by wire transfer into an account designated by Stuart
Widowski, Esq., Escrow Agent (hereinafter called the "Escrow Agent") and shall
be held in escrow in a segregated interest bearing account it maintains with
North Fork Bank (The Down Payment together with all such interest, if any, is
hereinafter referred to as the "Escrow Funds".) It is further agreed that the
Escrow Funds shall not be released by said Escrow Agent except upon the mutual
written consent of both parties hereto, or, if such consent is not obtained, the
Escrow Agent may deliver such Escrow Funds to the party entitled to same
pursuant to the provisions of this Contract, provided not less than five (5)
business days' prior written notice is given to the parties. If after sending
such notice, the Escrow Agent receives written notice from either party
disputing the intended disposition of the Escrow Funds as indicated in said
notification from the Escrow Agent, then notwithstanding anything herein
contained to the contrary, the Escrow Agent shall retain such Escrow funds until
the dispute is settled, as evidenced by mutual written agreement of the parties,
or the Escrow Agent is instructed otherwise by a final judgment of a court of
competent jurisdiction. In the event of such dispute, the Escrow Agent shall
also have the right to deposit said Escrow Funds into a court of competent
jurisdiction and from and after the date such deposit is made and notice thereof
is given to Purchaser and Seller the Escrow Agent shall be released and
discharged of all obligations with respect thereto.

It is further agreed and understood: (1) that the Escrow Agent may deposit for
collection in the Escrow Agent's escrow bank account all checks tendered or wire
transfers received in payment of the Down Payment without such deposit
constituting in any way an acceptance by the Seller of the Purchaser's offer
contained in this Contract; (2) that the Escrow Agent shall not be liable for
the disposition of the Escrow Funds, except in the case of its gross negligence
or willful disregard of the provisions of his Contract; (3) that no compensation
shall be paid to the Escrow Agent for its services performed hereunder; and (4)
that the service by Stuart Widowski, Esq. as Escrow Agent hereunder shall not be
a bar to such attorney's acting as attorney for the Seller in connection with
the transactions contemplated by this Contract. Seller and Purchaser hereby
indemnify and hold Escrow Agent harmless against any loss, cost, liability,
judgment, claim or other expense whatsoever (including reasonable attorneys'
fees) incurred or arising out of the performance of its duties hereunder, except
claims arising from Escrow Agent's gross negligence or willful breach of its
duties.
<PAGE>

24. Negotiations with Third Parties. Seller agrees that from the date of this
Contract until the earlier to occur of (a) the Closing or (b) a default by
Purchaser in any of its obligations hereunder, Seller shall not negotiate with
any third-party purchaser for the sale of the Premises.

25. Time of the Essence. Time is of the essence with respect to all obligations
to be performed hereunder.

26. Waiver of Jury Trial. Waiver of Trial by Jury. THE PARTIES HERETO EACH WAIVE
THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARISING FROM OR RELATED
TO THIS CONTRACT OR ANY PROVISION CONTAINED HEREIN.

27. Construction of Agreement. This Contract has been fully negotiated between
the parties and the parties agree that no presumption shall be made based on
which party may have been responsible for the drafting of any provisions herein.

28. Attorneys Authorized to Extend Time. The respective attorneys for each of
Seller and Purchaser are authorized to consent in writing to the extension of
any time period set forth herein.

29. Costs. Except as explicitly provided otherwise herein, any action to be
performed by any party herein shall be performed by such party at its sole cost
and expense.


<PAGE>




WITNESS:                            CEDAR INCOME FUND PARTNERSHIP, L.P.
                                    by:  Cedar Income Fund, Ltd.

                                    By: /s/ Brenda J. Walker
- ------------------------               --------------------------------------
                                    Name:   Brenda J. Walker
                                    Title:  Vice President


WITNESS:                            CIP, LLC


                                    By: /s/   Laurence F. Hundman
- ------------------------               --------------------------------------
                                    Name:     Laurence F. Hundman
                                    Title:    Manager




<PAGE>






                                    EXHIBITS


A - Legal Description
B - Service Contracts
C - Leases

<PAGE>


                                    EXHIBIT A

Lot 1 in Corporate Center East Subdivision in the North East 1/4 of Section 2,
Township 23 North, Range 2 East of the Third Principal Meridian, according to
the Plat thereof recorded January 27, 1988 as Document No. 88-1195, in McLEAN
COUNTY, ILLINOIS.

Together with a nonexclusive assessment for ingress, egress and parking created
by the certain Ingress, Egress and Parking Easements dated March 9, 1988 and
recorded March 10, 1988 as Document No. 88-3619, in McLEAN COUNTY, ILLINOIS.

Together with the nonexclusive rights, benefits and burdens of the following
described easement as they may pertain to the property herein conveyed, to-wit:
Easement for ingress and egress created by Agreement dated December 23, 1988 and
recorded February 9, 1987 as Document No. 87-2108 by and between
Bloomington-Normal Airport Authority and Life Investors Insurance Company of
America; reserving unto Grantor the nonexclusive rights created by said easement
for the use and benefit of Lots 2 and 3 of Corporate Center East Subdivision
aforesaid, in McLEAN COUNTY, ILLINOIS.








<PAGE>
                                    EXHIBIT B


Wear & Tear Janitorial                      Common area cleaning

American Disposal Service                   8 yard dumpster

Golf Green Lawn Care                        Lawn chemicals

Prochnow Landscaping                        Snow removal

Verizon                                     Sprinkler monitor

Orkin                                       Pest control

City of Bloomington                         Water (2 accounts)

Illinois Power                              Electric (2 accounts)

Nicor                                       Gas (2 accounts)

Apartment Mart                              Property Management

Apartment Mart                              Lawn services

Coldwell Banker                             Leasing services

Culligan Water Conditioning                 Filter rental





<PAGE>


<TABLE>
<CAPTION>

                                                              EXHIBIT C


                                                       BRENTWAY MANAGEMENT LLC


User: MANAGER                                             Commercial Rent Roll                                                Page 1

Property: CEDAR INCOME FUND-ILLINOIS           Report Date From: 6/01/01 To: 6/30/01
          BLOOMINGTON, IL 61704

                                                                    TEAM                        PRORATED                  BASE RENT
                                                  SQ. FOOT     --------------      UNIT INFO    BASE RENT     RENT PER    INCREASE
TENANT                             UNIT REF NO.   OCCUPIED     FROM        TO      BASE RENT     ANNUAL       SQ FT/YR     (DATE)
- ------                             ------------   --------     ----        --      ---------    ---------     ---------   ---------

<S>                                   <C>          <C>        <C>       <C>         <C>          <C>           <C>        <C>
AMERICAN UNION INSURANCE CO           701-A        2590       9/01/00   10/31/03    2697.92      32375.04      12.50      11/01/00

EMC CORPORATION                       701-B        9928       5/14/01    4/30/06   10548.50     126582.50      12.75       6/01/01
                                                                                                                           6/01/02
                                                                                                                           6/01/03
                                                                                                                           6/01/04
                                                                                                                           6/01/05



MERRILL LYNCH, PIERCE, FENNER         701-C        4455      11/22/99   12/31/09    3712.50     44550.00       10.00      12/01/99
                                                                                                                          12/01/04

SKYWARD, INC.                         701-D        5929      11/22/96   11/30/02    5558.44     66701.28       11.25      12/01/99
                                                                                                                          12/01/01


*** VACANT ***                        701-E        2298                                0.00         0.00        0.00


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

TOTALS:                                           25200                            22517.36    270208.32       11.80

                Total Occupied Square Feet :      22902

                Total Vacant Square Feet   :       2298

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

GRAND TOTALS:                                     25200                            22517.36    270208.32       11.80

                Total Occupied Square Feet :      22902

                Total Vacant Square Feet   :       2298

</TABLE>




<PAGE>



<TABLE>
<CAPTION>

                                                             BASE RENT
                                                  SQ. FOOT   INCREASE    - OPERATING EXPENSE -   -- REAL ESTATE TAX --
TENANT                             UNIT REF NO.   OCCUPIED   (AMOUNT)     MONTH      SQ FT/YR      MONTH      SQ FT/YR
- ------                             ------------   --------   ---------    -----      --------      -----      --------

<S>                                   <C>          <C>       <C>          <C>           <C>        <C>           <C>
AMERICAN UNION INSURANCE CO           701-A        2590      2,697.92     0.00          0.00       0.00          0.00

EMC CORPORATION                       701-B        9928     10,548.50     0.00          0.00       0.00          0.00
                                                            10,755.33
                                                            10,962.17
                                                            11,169.00
                                                            11,375.83



MERRILL LYNCH, PIERCE, FENNER         701-C        4455      3,712.50     0.00          0.00       0.00          0.00
                                                             4,455.00

SKYWARD, INC.                         701-D        5929      5,588.44     0.00          0.00       0.00          0.00
                                                             5,681.96


*** VACANT ***                        701-E        2298          0.00     0.00          0.00       0.00          0.00


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

TOTALS:                                           25200          0.00     0.00          0.00       0.00          0.00

                Total Occupied Square Feet :      22902

                Total Vacant Square Feet   :       2298

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

GRAND TOTALS:                                     25200          0.00     0.00          0.00       0.00          0.00

                Total Occupied Square Feet :      22902

                Total Vacant Square Feet   :       2298

</TABLE>




<PAGE>


<TABLE>
<CAPTION>


                                                  SQ. FOOT   -- CPI EXPENSE --       -- GROSS RENTS --
TENANT                             UNIT REF NO.   OCCUPIED   MONTH      SQ FT/YR     SQ FT/YR      TOTAL
- ------                             ------------   --------   -----      --------     --------      -----

<S>                                   <C>          <C>        <C>           <C>        <C>        <C>
AMERICAN UNION INSURANCE CO           701-A        2590       0.00          0.00       12.50      2,697.92

EMC CORPORATION                       701-B        9928       0.00          0.00       12.75     10,548.50







MERRILL LYNCH, PIERCE, FENNER         701-C        4455       0.00          0.00       10.00      3,712.50


SKYWARD, INC.                         701-D        5929       0.00          0.00       11.25      5,558.44



*** VACANT ***                        701-E        2298       0.00          0.00        0.00          0.00


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

TOTALS:                                           25200       0.00          0.00       10.72     22,517.36

                Total Occupied Square Feet :      22902

                Total Vacant Square Feet   :       2298

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

GRAND TOTALS:                                     25200       0.00          0.00       10.72     22,517.36

                Total Occupied Square Feet :      22902

                Total Vacant Square Feet   :       2298

</TABLE>



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>3
<FILENAME>exh-2.txt
<TEXT>

<PAGE>

                             CEDAR INCOME FUND, LTD.
                          44 South Bayles Avenue, #304
                         Port Washington, New York 11050

                                            Contact:   Brenda J. Walker
                                                       Vice President/Treasurer
                                                       (516) 767-6492
FOR IMMEDIATE RELEASE:

              CEDAR INCOME FUND ANNOUNCES SALE OF ILLINOIS PROPERTY
                       AND INTENTION TO REINVEST PROCEEDS

Port Washington, New York - July 2, 2001 - Cedar Income Fund, Ltd. (NASDAQ)
today announced that it had completed the sale of Corporate Center East in
Bloomington, Illinois. Management has advised that this property, like the Salt
Lake office/warehouse facility sold in May of this year, does not fit the
Company's future primary portfolio focus on retail properties.

The Board of Directors of the Company has also decided to retain and reinvest
the net proceeds of the sale of Corporate Center East and of the Salt Lake
property in certain qualifying retail properties, including, without limitation,
three supermarket-anchored shopping centers in eastern Pennsylvania and southern
New Jersey, as previously announced. In this regard, the Board and management
expect to elect to defer any gain for Federal income tax purposes with respect
to such sales pursuant to the tax-free exchange provisions of Section 1031 of
the Internal Revenue Code. Accordingly, the Directors do not presently
contemplate distribution of any capital gain dividend for the year nor any
ordinary dividend except to the extent required to meet the distribution
requirements of continued REIT status under the Internal Revenue Code (generally
90% of certain otherwise taxable income, if any). Such determination as to
required distributions, if any, will be made in December of this year.

Cedar Income Fund, Ltd. is a real estate investment trust administered by Cedar
Bay Realty Advisors, Inc., Port Washington, New York. Shares of Cedar Income
Fund, Ltd. are traded on the NASDAQ (Small Cap) Market under the symbol "CEDR".

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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