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                                                                     EXHIBIT 3.3


                          CEDAR SHOPPING CENTERS, INC.

                          AMENDED AND RESTATED BY-LAWS

                             adopted August 13, 2003


                                    ARTICLE 1
                                     OFFICES

         Cedar Shopping Centers, Inc. (the "Corporation") shall maintain a
registered office in the State of Maryland as required by law. The Corporation
may also have offices at other places, within or without the State of Maryland
as the business of the Corporation may require.


                                    ARTICLE 2
                                  STOCKHOLDERS

         Section 2.01. Place of Meetings. Meetings of stockholders possessing
voting shares shall be held at such place in the United States, within or
without the State of Maryland, as the Board of Directors designates.

      Section 2.02. Annual Meeting. The annual meeting of the stockholders
possessing voting shares shall be held on such date and at such time as the
Board of Directors designates. At each annual meeting, such stockholders shall
elect the members of the Board of Directors whose terms have expired and
transact such other business as may be properly brought before the meeting.

         Section 2.03. Special Meetings. Special meetings of stockholders may be
called by the Chairman of the Board and shall be called by the Chairman of the
Board or the Secretary at the request in writing of (x) a majority of the
Directors or (y) the holders of 25 percent or more of the issued and outstanding
shares of capital stock of the Corporation entitled to be voted at the meeting.
Such a request shall state the purpose or purposes of the proposed meeting.

         Section 2.04.  Notice of Stockholder Meetings.

         (a) Required Notice. Written notice stating the place, day and hour of
any annual or special stockholder meeting shall be delivered not less than 10 or
more than 60 days before the date of the meeting, either personally or by mail,
by or at the direction of the Chairman of the Board, the Board of Directors, or
other persons calling the meeting, to each stockholder of record entitled to
vote at such meeting and to any other stockholder entitled by the Maryland
General Corporation Law (the "Act") or the charter to receive notice of the
meeting. Notice shall be deemed to be effective at the earliest of: (1) when
deposited in the United States mail, addressed to the stockholder at his address
as it appears on the stock transfer books of the Corporation, with postage
thereon prepaid; (2) on the date shown on the return receipt if sent by
registered or certified mail, return receipt requested, and the receipt is
signed by or on behalf of the addressee; or (3) when received.
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         (b) Adjourned Meeting. If any stockholder meeting is adjourned to a
different date, time, or place, notice need not be given of the new date, time,
and place, if the new date, time, and place is announced at the meeting before
adjournment. But if a new record date for the adjourned meeting is or must be
fixed then notice must be given pursuant to the requirements of paragraph (a) of
this Section 2.04, to those persons who are stockholders as of the new record
date.

         (c) Waiver of Notice. A stockholder may waive notice of the meeting (or
any notice required by the Act, charter, or By-Laws), by a writing signed by the
stockholder entitled to the notice, which is delivered to the Corporation
(either before or after the date and time stated in the notice) for inclusion in
the minutes or filing with the corporate records.

         A stockholder's attendance at a meeting:

         (1)      waives objection to lack of notice or defective notice of the
                  meeting unless the stockholder at the beginning of the meeting
                  objects to holding the meeting or transacting business at the
                  meeting; or

         (2)      waives objection to consideration of a particular matter at
                  the meeting that is not within the purpose or purposes
                  described in the meeting notice, unless the stockholder
                  objects to considering the matter when it is presented.

         (d) Contents of Notice. The notice of each special stockholder meeting
shall include a description of the purpose or purposes for which the meeting is
called. Except as provided in this Section 2.04(d), or as provided in the
Corporation's charter, or otherwise in the Act, the notice of an annual
stockholder meeting need not include a description of the purpose or purposes
for which the meeting is called.

         Section 2.05. Quorum. The holders, present in person or represented by
proxy, of shares of capital stock entitled to cast a majority of all votes
entitled to be cast at the meeting shall constitute a quorum for the transaction
of business at the meeting. If less than a quorum is present, the holders of a
majority of such shares whose holders are so present or represented may from
time to time adjourn the meeting to another place, date, or hour until a quorum
is present, whereupon the meeting may be held, as adjourned, without further
notice except as required by law or by Section 2.04.

         Section 2.06. Voting. When a quorum is present at a meeting of the
stockholders, the vote of the holders of a majority of the shares of capital
stock entitled to be voted whose holders are present in person or represented by
proxy shall decide any question brought before the meeting, unless the question
is one upon which, by express provision of law or of the Articles of
Incorporation or of these By-Laws, a different vote is required. Unless
otherwise provided in the charter, each holder of shares of Common Stock shall
at a meeting of the stockholders be entitled to one (1) vote in person or by
proxy for each share of Common Stock held by such stockholder. At a meeting of
the stockholders, all questions relating to the qualifications of voters, the
validity of proxies, and the acceptance or rejection of votes shall be decided
by the presiding officer of the meeting.


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         Section 2.07. Presiding Officer of Meetings. The Chairman of the Board,
or in his absence, the President, or in his absence a Vice President, or in his
absence a chairman for the meeting chosen by the Board of Directors, shall
preside at all meetings of the stockholders. In the absence of all of the
foregoing, the presiding officer shall be elected by vote of the holders of a
majority of the shares of capital stock entitled to be voted whose holders are
present in person or represented by proxy at the meeting.

         Section 2.08. Secretary of Meetings. The Secretary of the Corporation
shall act as secretary of all meetings of the stockholders. In the absence of
the Secretary, the presiding officer of the meeting shall appoint any other
person to act as secretary of the meeting.

         Section 2.09. Action in Lieu of Meeting. Any action required or
permitted to be taken at any annual or special meeting of the stockholders may
be taken without a meeting, without prior notice and without a vote, if consents
in writing, setting forth the action so taken, are signed by all of the holders
of shares of capital stock entitled to vote thereon.

         Section 2.10. Proxies. At all meetings of stockholders, a stockholder
may vote in person, or vote by proxy which is executed in writing by the
stockholder or which is executed by his duly authorized attorney-in-fact. Such
proxy shall be filed with the Secretary of the Corporation or other persons
authorized to tabulate votes before or at the time of the meeting. No proxy
shall be valid after 11 months from the date of its execution unless otherwise
provided in the proxy.


                                    ARTICLE 3
                               BOARD OF DIRECTORS

         Section 3.01. Powers. The business of the Corporation shall be managed
under the direction of the Board of Directors, which shall exercise all such
powers of the Corporation and do all such lawful acts and things as are not by
law or by the Articles of Incorporation or by these By-Laws directed or required
to be exercised or done by the stockholders.

         Section 3.02.  Number; Election; Qualification; Term.

         (a) The Board of Directors shall initially consist of at least three
members or as determined from time to time by amendment of this subsection. The
term of office of a Director shall not be affected by any decrease in the
authorized number of Directors.


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         (b) Until the first annual meeting of the stockholders, the Board of
Directors shall initially consist of the persons named as the Directors of the
Corporation by the incorporator in the charter. At the first annual meeting and
at each subsequent annual meeting of the stockholders, the stockholders shall
elect the successors of the Directors whose term have expired at that meeting to
serve for a term expiring in accordance with Section 3.02(d). The number of
Directors shall in no event be less than three.

         (c) Unless by the terms of the action pursuant to which he was elected
any special condition or conditions must be fulfilled in order for him to be
qualified, a person elected as a Director shall be deemed to be qualified (1)
upon his receipt of notice of election and his indication of acceptance thereof
or (2) upon the expiration of ten days after notice of election is given to him
without his having given notice of inability or unwillingness to serve.

         (d) At each annual meeting of the stockholders of the Corporation, the
successors of the class of directors whose terms expire at that meeting shall be
elected to hold office for a term of one year and until such director's earlier
resignation or removal; provided, however, each director elected at the annual
meetings of the Corporation held in 2001 and 2002 shall serve for the full
three-year term to which such director was elected or until such director's
earlier resignation or removal. No election of directors need be by written
ballot. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.

         Section 3.03. Vacancies. Whenever between annual meetings of the
stockholders any vacancy exists in the Board of Directors by reason of death,
resignation, removal, or increase in the authorized number of Directors, or
otherwise, it may be filled by the Board of Directors (if permitted under the
Act) or by the stockholders at a special meeting of the stockholders called for
that purpose.

         Section 3.04.  Place of Meetings.  Any meeting of the Board of
Directors may be held either within or without the State of Maryland.

         Section 3.05. Annual Meeting. There shall be an annual meeting of the
Board of Directors for the election of officers and the transaction of such
other business as may be brought before the meeting. The annual meeting of the
Board shall be held immediately following the annual meeting of the stockholders
or any adjournment thereof, at the place where the annual meeting of the
stockholders was held or at such other place as a majority of the Directors who
are then present determine. If the annual meeting is not so held, it shall be
called and held in the manner provided herein for special meetings of the Board
or conducted pursuant to Section 3.11.

         Section 3.06. Regular Meetings. Regular meetings of the Board of
Directors, other than the annual meeting, may be held without notice at such
times and places as the Board may have fixed by resolution.


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         Section 3.07. Special Meetings. Special meetings of the Board of
Directors may be called by the Chairman of the Board or the President and shall
be called on the written request of a majority of the Directors. Not less than
one day's notice of a special meeting shall be given by the Secretary to each
Director.

         Section 3.08. Organization. Every meeting of the Board of Directors
shall be presided over by the Chairman of the Board, or in his absence by the
President. In the absence of the Chairman of the Board and the President, a
presiding officer shall be chosen by a majority of the Directors present. The
Secretary of the Corporation shall act as secretary of the meeting. In his
absence the presiding officer shall appoint another person to act as secretary
of the meeting.

         Section 3.09. Quorum. The presence of a majority of the number of
Directors then serving shall be necessary to constitute a quorum for the
transaction of business at a meeting of the Board of Directors. If less than a
quorum is present, a majority of the Directors present may adjourn the meeting
to another time or place until a quorum is present, whereupon the meeting may be
held, as adjourned, without further notice.

         Section 3.10. Vote. The act of a majority of the Directors present at
any meeting at which there is a quorum shall be the act of the Board of
Directors, except as may be otherwise specifically provided by law, by the
Articles of Incorporation, or by these By-Laws. Where a vote of the Directors
present results in a tie, the action proposed shall not constitute an act of the
Board of Directors.

         Section 3.11. Action in Lieu of a Meeting. Any action required or
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting, if all of the members of the
Board or committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of the proceedings of the Board
or committee.

         Section 3.12. Conference Call Meeting. Members of the Board of
Directors or of any committee thereof may participate in a meeting of the Board
or committee, as the case may be, by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.


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                                    ARTICLE 4
                                   COMMITTEES

         Section 4.01. Committees of the Board. The Board of Directors may, by
resolution passed by a majority of the Directors in office, establish one or
more committees, each committee to consist of two or more of the Directors. The
Board may designate one or more Directors as alternate members of any committee,
who may replace any absent or disqualified member or members at any meeting of
the committee. Any such committee, to the extent provided in the resolution of
the Board, shall have and may exercise all the power and authority of the Board
for direction and supervision of the management of the business and affairs of
the Corporation, and may authorize the seal of the Corporation to be affixed to
all papers that may require it. No such committee, however, shall have power or
authority in reference to (i) amending the charter or the By-Laws, (ii) adopting
an agreement of merger or consolidation, (iii) recommending to the stockholders
the sale, lease, or exchange of all or substantially all of the Corporation's
property and assets, (iv) recommending to the stockholders a dissolution of the
Corporation or a revocation of a dissolution, (v) electing a Director, or
electing or removing an officer; and (vi) unless the resolution expressly so
provided, no such committee shall have the power or authority to declare a
dividend or to authorize the issuance of stock.

         Section 4.02. Procedures; Minutes of Meetings. Each committee shall
determine its rules with respect to notice, quorum, voting, and the taking of
action, provided that such rules shall be consistent with law, the rules in
these By-Laws applicable to the Board of Directors, and the resolution of the
Board establishing the committee. Each committee shall keep regular minutes of
its meetings and report the same to the Board of Directors when required.

                                    ARTICLE 5
                                    OFFICERS

         Section 5.01. General. The Board of Directors shall elect the officers
of the Corporation, which shall include a President, Treasurer and a Secretary
and such other officers, including, without limitation, Chairman of the Board,
Vice Chairman, Chief Operating Officer, Vice-Presidents, Comptroller and General
Counsel as in the Board's opinion are desirable for the conduct of the business
of the Corporation. Any two or more offices may be held by the same person
except that the President shall not hold the office of Vice-President or
Secretary.

         Section 5.02. Powers and Duties. Each of the officers of the
Corporation shall, unless otherwise ordered by the Board of Directors, have such
powers and duties as generally pertain to his respective office as well as such
powers and duties as from time to time may be conferred upon him by the Board
and these By-Laws.

         Section 5.03. Term of Office; Removal and Vacancy. Each officer shall
hold his office until his successor is elected and qualified or until his
earlier resignation or removal and shall be subject to removal with or without
cause at any time by the affirmative vote of a majority of the Directors in
office. Any vacancy occurring in any office of the Corporation shall be filled
by the Board of Directors.


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         Section 5.04. Chairman of the Board. The Chairman of the Board shall be
the Chief Executive Officer and, if present, shall preside at meetings of the
Board and of the stockholders, shall be the principal executive officer of the
Corporation and, subject to the control of the Board of Directors, shall
supervise and control in general all of the business and affairs of the
Corporation. He may sign, with the Secretary or any other proper officer of the
Corporation authorized by the Board of Directors, certificates for shares of the
Corporation and deeds, mortgages, bonds, contracts, or other instruments which
the Board of Directors has authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the Board of
Directors or by these By-Laws to some other officer or agent of the Corporation,
or shall be required by law to be otherwise signed or executed; and in general
shall perform all duties incident to the office of chairman of the board and
chief executive officer and such other duties as may be prescribed by the Board
of Directors from time to time.

         Section 5.05. President. The President shall be the chief operating
officer of the Corporation and, subject to the control of the Board of
Directors, shall supervise and control in general those operations of the
Corporation designated by the Chairman of the Board. He may sign, with the
Secretary or any other proper officer of the Corporation authorized by the Board
of Directors, certificates for shares of the Corporation and deeds, mortgages,
bonds, contracts, or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be expressly delegated by the Board of Directors or by these
By-Laws to some other officer or agent of the Corporation, or shall be required
by law to be otherwise signed or executed; and in general shall perform all
duties incident to the office of president and chief operating officer and such
other duties as may be prescribed by the Board of Directors from time to time.

         Section 5.06. Treasurer. The Treasurer shall: (a) have charge and
custody of and be responsible for all funds and securities of the Corporation;
(b) receive and give receipts for moneys due and payable to the Corporation from
any source whatsoever, and deposit all such moneys in the name of the
Corporation in such banks, trust companies, or other depositaries as shall be
selected by the Board of Directors; and (c) in general, perform all of the
duties incident to the office of treasurer and such other duties as from time to
time may be assigned to him by the Chairman of the Board, the President or by
the Board of Directors. If required by the Board of Directors, the Treasurer
shall give a bond for the faithful discharge of his duties in such sum and with
such surety or sureties as the Board of Directors shall determine.

         Section 5.07. Secretary. The Secretary shall: (a) keep the minutes of
the proceedings of the stockholders and of the Board of Directors in one or more
books provided for that purpose; (b) see that all notices are duly given in
accordance with the provisions of these By-Laws or as required by law; (c) be
custodian of the corporate records and of any seal of the Corporation and if
there is a seal of the Corporation, see that it is affixed to all documents the
execution of which on behalf of the Corporation under its seal is duly
authorized; (d) when requested or required, authenticate any records of the
Corporation; (e) keep a register of the post office address of each stockholder
which shall be furnished to the secretary by such stockholder; (f) sign with the
Chairman of the Board, the President or a Vice-President, certificates for
shares of the Corporation, the issuance of which shall have been authorized by
resolution of the Board of Directors; (g) have general charge of the stock
transfer books of the Corporation; and (h) in general perform all duties
incident to the offices of secretary and such other duties as from time to time
may be assigned to him by the Chairman of the Board, the President or by the
Board of Directors.


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                                    ARTICLE 6
                                  CAPITAL STOCK

         Section 6.01. Certificates of Stock. Certificates for shares of capital
stock of the Corporation shall be in such form as the Board of Directors may
from time to time prescribe and shall be signed by the Chairman of the Board,
the President or a Vice-President and by the Secretary or the Treasurer. Any or
each of the signatures on a stock certificate, including that of any transfer
agent or registrar, may be a facsimile. If any officer, transfer agent, or
registrar who has signed or whose facsimile signature has been placed upon a
certificate has ceased to be such officer, transfer agent, or registrar before
the certificate is issued, the certificate may be issued by the Corporation with
the same effect as if the officer, transfer agent, or registrar were the
officer, transfer agent, or registrar at the date of issuance.

         Section 6.02. Transfer of Stock. Shares of stock of the Corporation
shall be transferable on the books of the Corporation only by the holder of
record thereof, in person or by duly authorized attorney, upon surrender and
cancellation of a certificate or certificates for a like number of shares, with
an assignment or power of transfer endorsed thereon or delivered therewith, duly
executed, and with such proof of the authenticity of the signature and of
authority to transfer, and of payment of transfer taxes, as the Corporation or
its agents may require.

         Section 6.03. Ownership of Stock. The Corporation shall be entitled to
treat the holder of record of any share or shares of stock as the owner thereof
in fact and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it has express or other notice thereof, except as otherwise expressly provided
by law or in the charter.

         Section 6.04. Lost, Stolen, or Destroyed Certificates. In case any
certificate for stock of the Corporation is lost, stolen, or destroyed, the
Corporation may require such proof of the fact and such indemnity to be given to
it, to its transfer agent, or to its registrar, if any, as deemed necessary or
advisable by it.


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                                    ARTICLE 7
                                  MISCELLANEOUS

         Section 7.01. Corporate Seal. The seal of the Corporation shall be
circular in form and shall contain the name of the Corporation, the year of
incorporation, and the word "Maryland."

         Section 7.02. Fiscal Year. The Corporation's fiscal year shall end
on December 31. The Board of Directors shall have power to change the fiscal
year of the Corporation from time to time.


                                    ARTICLE 8
                          INDEMNIFICATION; TRANSACTIONS
                             WITH INTERESTED PERSONS

         Section 8.01. Indemnification. The Corporation shall, to the fullest
extent required or permitted by applicable law, indemnify any person who is or
was, or is the personal representative of a deceased person who was, a Director,
officer, employee, or agent of the Corporation against any judgments, penalties,
fines, settlements and reasonable expenses and any other liabilities to the
fullest extent permitted by Section 2-418 of the Act as in effect from time to
time; provided that, unless applicable law otherwise requires, indemnification
shall be contingent upon a determination, by the Board of Directors by a
majority vote of a quorum consisting of Directors not, at the time, parties to
the proceeding, or, if such a quorum cannot be obtained, then by a majority vote
of a committee of the Board of Directors consisting solely of two or more
Directors not, at the time, parties to such proceeding and who were duly
designated to act in the matter by a majority vote of the full board in which
the designated Directors who are parties may participate or by special legal
counsel selected by and if directed by the Board of Directors as set forth
above, that indemnification is proper in the circumstances because such
Director, officer, employee, or agent has met the applicable standard of conduct
prescribed by Section 2-418(b) of the Act.

         Section 8.02. Transactions With Interested Persons. No contract or
transaction between the Corporation and any of its Directors or officers, or
between the Corporation and any other corporation, partnership, association, or
other organization in which any of its Directors or officers is a director or
officer or has a financial interest, shall be void or voidable solely for that
reason, or solely because the Director or officer is present at or participates
in the meeting of the Board of Directors or committee thereof at which the
contract or transaction is authorized or solely because his vote is counted for
such purpose, if

         (a) the material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors or
the committee, and the Board of Directors or committee in good faith approves or
ratifies the contract or transaction by the affirmative vote of a majority of
the disinterested Directors, even though the disinterested Directors are less
than a quorum;


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         (b) the material facts as to his relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by a majority of the votes cast by the stockholders other than the
votes of shares owned of record or beneficially by the interested Director,
officer, corporation, firm or other entity; or

         (c) the contract or transaction is fair and reasonable as to the
Corporation as of the time it is authorized, approved, or ratified by the Board
of Directors, a committee thereof, or the stockholders.

                                    ARTICLE 9
                                    AMENDMENT

         The power to amend or repeal these By-Laws and to adopt new By-Laws is
vested exclusively in the Board of Directors.


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