<SUBMISSION>
<ACCESSION-NUMBER>0000891092-03-001111
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20030516
<ITEMS>9
<FILING-DATE>20030516
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CEDAR INCOME FUND LTD /MD/
<CIK>0000761648
<ASSIGNED-SIC>6798
<IRS-NUMBER>421241468
<STATE-OF-INCORPORATION>MD
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>8-K
<ACT>34
<FILE-NUMBER>000-14510
<FILM-NUMBER>03708958
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>44 SOUTH BAYLES AVENUE
<CITY>PORT WASHINGTON
<STATE>NY
<ZIP>11050
<PHONE>5167676492
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>44 SOUTH BAYLES AVENUE
<CITY>PORT WASHINGTON
<STATE>NY
<ZIP>11050
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>UNI INVEST USA LTD
<DATE-CHANGED>20000407
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CEDAR INCOME FUND LTD
<DATE-CHANGED>19920703
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>CEDAR INCOME FUND 1 LTD
<DATE-CHANGED>19891010
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>e14879_8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>

                       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)                    May 16, 2003
--------------------------------------------------------------------------------

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

          Maryland                    0-14510                      42-1241468
 ---------------------------        -----------                  ---------------
(State or other jurisdiction        (Commission                 (IRS Employer ID
      of incorporation)             File Number)                     Number)

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>

Item 7. Financial Statements and Exhibits.

(c)   Exhibit Number     Description

            99           Press release dated May 16, 2003.

Item 9. Regulation FD Disclosure

      On May 16, 2003, Cedar Income Fund, Ltd. issued a press release announcing
its operating results for the quarter ended March 31, 2003. A copy of the press
release is furnished hereto as Exhibit 99. The information provided in this
Current Report on Form 8-K is being furnished pursuant to Item 12, Results of
Operations and Financial Condition.


<PAGE>

                                   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 hereunto duly authorized.

                                                     CEDAR INCOME FUND, LTD.

                                                     By: /s/ Leo S. Ullman
                                                         -----------------------
                                                         Name: Leo S. Ullman
                                                         Title: President

Dated:  May 16, 2003


                                       2
<PAGE>

                                  EXHIBIT INDEX

Exhibit Number    Description                                               Page

      99          Press release dated May 16, 2003.                           4


                                       3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>e14879ex_99.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>

                                                                      Exhibit 99

            Cedar Income Fund, Ltd. - Reports First Quarter Results

PORT WASHINGTON, N.Y., May 16 /PRNewswire-FirstCall/ -- Cedar Income Fund,
Ltd. (the "Company"), reported a net loss for the three months ended March 31,
2003 of ($199,000)  (($0.24) per share) compared to a net loss of ($53,000)
($0.08) per share) for the same period in 2002.

    Total revenue for the Company for the three months ended March 31, 2003
was $5,752,000 compared to $2,510,000 for the same period in 2002. This
increase is attributable primarily to the inclusion of operating results for
the three Giant supermarket-anchored properties at Newport, Halifax and New
Cumberland, Pennsylvania, acquired during the first quarter of 2003; the
acquisition during the third quarter of 2002 of a shopping center in
Williamsport, Pennsylvania; the acquisition during the second quarter of 2002
of a shopping center in Philadelphia, Pennsylvania; and the acquisition during
the fourth quarter of 2002 of a shopping center in Camp Hill, Pennsylvania.
The increase has been offset, in part, by the sale of an office property in
Jacksonville, Florida, during the second quarter of 2002.

    The increased revenue for the quarter is offset by increases in operating
expenses ($1,730,000 vs. $604,000), real estate taxes ($620,000 vs. $289,000),
general and administrative ($523,000 vs. $248,000), depreciation and
amortization ($841,000 vs. $552,000) and interest expenses ($2,038,000 vs.
$921,000). The increases result primarily from the acquisitions described
above and the corresponding growth in the Company's asset base.

    Interested parties are urged to review the 10-Q filed with the Securities
and Exchange Commission for further details.

    Cedar Income Fund, Ltd. is a real estate investment trust administered by
Cedar Bay Realty Advisors, Inc., Port Washington, New York, with investments
primarily in multi-tenant supermarket-anchored shopping centers in eastern
Pennsylvania and southern New Jersey. Shares of Cedar Income Fund, Ltd. are
currently traded on the Nasdaq (SmallCap) Stock Market under the symbol
"CEDRC."

</TEXT>
</DOCUMENT>
</SUBMISSION>
