<SUBMISSION>
<ACCESSION-NUMBER>0000899681-05-000438
<TYPE>S-3
<PUBLIC-DOCUMENT-COUNT>4
<FILING-DATE>20050607
<DATE-OF-FILING-DATE-CHANGE>20050607
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CEDAR SHOPPING CENTERS INC
<CIK>0000761648
<ASSIGNED-SIC>6798
<IRS-NUMBER>421241468
<STATE-OF-INCORPORATION>MD
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-3
<ACT>33
<FILE-NUMBER>333-125582
<FILM-NUMBER>05882206
</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>CEDAR INCOME FUND LTD /MD/
<DATE-CHANGED>20001128
</FORMER-COMPANY>
<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>
</FILER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>cedar-s3_060105.htm
<TEXT>
<HTML>
<HEAD>
<TITLE>S-3</TITLE>
</HEAD>
<BODY>


<P ALIGN=CENTER><FONT SIZE=1><B>As filed with the Securities and Exchange Commission on June 7, 2005</B></FONT></P>

<P ALIGN=RIGHT><FONT SIZE=1><B>Registration Statement No. 333-</B></FONT></P>

<HR SIZE=1>

<P ALIGN=CENTER><FONT SIZE=3><B>SECURITIES AND EXCHANGE COMMISSION</B></FONT><BR>
<FONT SIZE=1>Washington, D.C. 20549</FONT></P>

<HR SIZE=1 WIDTH=25% ALIGN=CENTER>

<P ALIGN=CENTER><FONT SIZE=3><B>FORM S-3<BR>
REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B></FONT></P>

<HR SIZE=1 WIDTH=25% ALIGN=CENTER>

<P ALIGN=CENTER><FONT SIZE=3><B>CEDAR SHOPPING CENTERS, INC.</B></FONT><BR>
<FONT SIZE=1>(Exact name of registrant as specified in its charter)</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=CENTER>
<B>Maryland</B><BR>
(State or other jurisdiction<BR>
of incorporation or organization) </TD>
<TD WIDTH=50% ALIGN=CENTER>
<B>42-1241468</B><BR>
(I.R.S. employer<BR>
identification number)</TD>
</TR>
</TABLE>
<BR>



<P ALIGN=CENTER><FONT SIZE=3><B>44 South Bayles Avenue, Port Washington, NY 11050-3765<BR>
(516) 767-6492</B><BR>
(Address, including zip code, and telephone number, including area code of registrant's
principal executive offices)<BR>
<B>Martin H. Neidell, Esq.<BR>
Stroock &amp; Stroock &amp; Lavan LLP<BR>
180 Maiden Lane<BR>
New York, NY 10038<BR>
(212) 806-5836</B><BR>
(Name, address, including zip code, and telephone number, of agent for service of process)</FONT></P>

<HR SIZE=1 WIDTH=25% ALIGN=CENTER>


<P ALIGN=CENTER><FONT SIZE=3><B>Approximate date of commencement of proposed
sale to the public:<BR>
From time to time after this Registration Statement becomes effective.</B></FONT><P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If the only securities
being registered on this form are being offered pursuant to dividend or interest
reinvestment plans, please check the following box.&#160;&#160;|_| </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If any of the securities
being registered on this form are to be offered on a delayed or continuous basis
pursuant to Rule 415 under the Securities Act of 1933, other than securities
offered only in connection with dividend or interest reinvestment plans, please
check the following box.&#160;&#160;|X| </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering.&#160;&#160;|_| </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.&#160;|_| </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.&#160;&#160;|X| </FONT></P>

<HR SIZE=1 WIDTH=25% ALIGN=CENTER>

<P ALIGN=CENTER><FONT SIZE=3><B>CALCULATION OF REGISTRATION FEE CHART</B></FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=1>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=CENTER><BR>
<B>Title of Class of<BR>
Securities to be Registered (1)</B> </TD>
<TD WIDTH=25% ALIGN=CENTER>
<B>Proposed Maximum<BR>
Aggregate Offering<BR>
Price (2)</B> </TD>
<TD WIDTH=25% ALIGN=CENTER><BR>
<B>Amount of<BR>
Registration Fee (3)</B> </TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=1>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT><U>Common Stock, $.06 par value per share&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<BR>
<U>Preferred Stock, $.01 par value per share&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<BR>
<U>Depositary Shares representing Preferred Stock&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<BR>
<U>Warrants&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
<BR>
<U>Stock Purchase Contracts  (4)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </U><BR>
<BR>
<U>Units&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U> </TD>
<TD WIDTH=25% ALIGN=CENTER><BR>
<BR>
<BR>
<BR>
$470,312,000  </TD>
<TD WIDTH=25% ALIGN=CENTER><BR>
<BR>
<BR>
<BR>
$55,356  </TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=1>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT>Total  </TD>
<TD WIDTH=25% ALIGN=CENTER>&nbsp;&nbsp;$470,312,000(5) </TD>
<TD WIDTH=25% ALIGN=CENTER> $55,356 </TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>(1)  </TD>
<TD WIDTH=95%>
This registration statement includes $470,312,000 of securities which may be
issued by the registrant from time to time in indeterminate amounts and at
indeterminate times. Securities registered hereunder may be sold separately,
together or as units with other securities registered hereunder. The securities
registered hereunder also include such indeterminate number of shares of common
stock and preferred stock, depositary shares, warrants, stock purchase contracts
or units of registrant.</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>(2) </TD>
<TD WIDTH=95%>
Estimated solely for the purpose of calculating the registration fee.</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>(3) </TD>
<TD WIDTH=95%>
Pursuant to Rule 457(o) of the Securities Act, the registration fee has been
calculated on the basis of the aggregate offering price of the securities
listed.</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>(4)  </TD>
<TD WIDTH=95%>
Includes an indeterminable number of shares of common stock issuable upon
settlement of the stock purchase contracts.</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>(5)  </TD>
<TD WIDTH=95%>
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus which
constitutes part of this Registration Statement also relates to an aggregate of
$29,688,000 of common stock, preferred stock, depositary shares, warrants, stock
purchase contracts and units registered on Form S-3, Registration No.
333-114710.</TD>
</TR>
</TABLE>

<HR SIZE=1 WIDTH=25% ALIGN=CENTER>



<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.</B> </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>EXPLANATORY NOTE</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
This registration statement contains two prospectuses covering the offering,
issuance and sale of (1) shares of common stock, preferred stock, depository
shares, warrants, stock purchase contracts and units of Cedar Shopping Centers,
Inc. ("Basic Prospectus") and (2) shares of common stock of Cedar Shopping
Centers, Inc. that may be issued and sold under a sales agreement that Cedar
Shopping Centers, Inc. has entered into with Brinson Patrick Securities
Corporation ("Sales Agreement Prospectus"). The specific terms of the securities
to be offered pursuant to the Basic Prospectus will be set forth in a Prospectus
Supplement. The Sales Agreement Prospectus will be identical in all respects to
the Basic Prospectus, except that the Sales Agreement Prospectus will contain a
different front cover page and a different Plan of Distribution. The front cover
page to, and the Plan of Distribution section of, the Sales Agreement Prospectus
follow the Basic Prospectus included herein. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>The information in this prospectus is not complete
and may be changed. We may not sell these securities until the registration
statement filed with the Securities and Exchange Commission or any applicable
state securities commission becomes effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted. </FONT></P>


<P ALIGN=CENTER><FONT SIZE=3>SUBJECT TO COMPLETION<BR>
PRELIMINARY PROSPECTUS DATED JUNE 7, 2005</FONT></P>


<P ALIGN=CENTER><FONT SIZE=3><B> <U>PROSPECTUS</U><BR>
$500,000,000</B></FONT><BR>
<FONT SIZE=5><B>CEDAR SHOPPING CENTERS, INC.</B></FONT><BR>
<FONT SIZE=3><B>Common Stock, Preferred Stock, Depositary Shares, Warrants,<BR>
Stock Purchase Contracts and Units</B></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         Cedar may offer and issue from time to time up to $500,000,000 of:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>&#149;<BR>
<BR>
&#149;<BR>
<BR>
&#149;<BR>
<BR>
&#149;<BR>
<BR>
&#149;<BR>
<BR>
&#149; </TD>
<TD WIDTH=85%>
shares of common stock;<BR>
<BR>
shares of preferred stock;<BR>
<BR>
shares of preferred stock represented by depositary shares;<BR>
<BR>
warrants;<BR>
<BR>
stock purchase contracts; and<BR>
<BR>
units.
</TD>
</TR>
</TABLE>
<BR>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Cedar's common stock is traded on the New York Stock Exchange under the symbol
CDR.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The securities to be offered by us will be in amounts, at prices and on terms to
be determined at the time of offering. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
When we sell a particular series of securities, we will prepare a prospectus
supplement describing the offering and the terms of that series of securities.
Such terms may include limitations on direct or beneficial ownership and
restrictions on transfer of the securities, in each case as may be appropriate
to preserve our status as a real estate investment trust for federal income tax
purposes. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Where necessary, the applicable prospectus supplement will contain information
about certain United States Federal income tax considerations relating to, and
any listing on a securities exchange of, the securities covered by such
prospectus supplement. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>See "Risk
Factors" beginning at page 4 of this Prospectus for a description of
certain factors that you should consider prior to purchasing the securities.</B> </FONT></P>

<P><FONT SIZE=3>We may offer the securities
directly or through agents or to or through underwriters or dealers. If any
agents or underwriters are involved in the sale of the securities their names,
and any applicable purchase price, fee, commission or discount arrangement
between or among them, will be set forth, or will be calculable from the
information set forth, in an accompanying prospectus supplement. We can sell the
securities through agents, underwriters or dealers only with delivery of a
prospectus supplement describing the method and terms of the offering of such
securities. See "'Plan of Distribution." </FONT></P>

<HR SIZE=1 NOSHADE WIDTH=25% ALIGN=CENTER>

<P><FONT SIZE=3><I>Neither the Securities
and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal offense.</I> </FONT></P>

<HR SIZE=1 NOSHADE WIDTH=25% ALIGN=CENTER>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>The Attorney General of The State Of New York has not passed on or endorsed
the merits of this Offering. Any representation to the contrary is unlawful.</I>
</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>The date of this Prospectus is ______, 2005.</FONT></P>

<HR SIZE=1 NOSHADE WIDTH=25% ALIGN=CENTER>

<P ALIGN=CENTER><FONT SIZE=3><B>ABOUT THIS PROSPECTUS</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
This prospectus is part of
a registration statement that we filed with the Securities and Exchange
Commission using a "shelf" registration or continuous offering
process. We may from time to time sell any combination of the securities offered
in this prospectus in one or more offerings up to a total dollar amount of
$500,000,000. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
This prospectus provides
you with a general description of the securities we may offer. Each time we sell
securities we will provide you with a prospectus supplement containing specific
information about the terms of the securities being offered. The prospectus
supplement which contains specific information about the terms of the securities
being offered may also include a discussion of certain U.S. Federal income tax
consequences and any risk factors or other special considerations applicable to
those securities. The prospectus supplement may also add, update or change
information in this prospectus. If there is any inconsistency between the
information in the prospectus and the prospectus supplement, you should rely on
the information in the prospectus supplement. You should read both this
prospectus and any prospectus supplement together with additional information
described under the heading "Where You Can Find More Information." </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The SEC allows us to
"incorporate by reference" the information that we file with them,
which means that we can disclose important information to you by referring you
to those documents. The information incorporated by reference is an important
part of this prospectus, and the information that we file later with the SEC
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we make with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
until we sell all of the securities (SEC File Number: 0-14510): </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>1. </TD>
<TD WIDTH=90%>
Cedar's Annual Report on Form 10-K for the year ended December 31, 2004.</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>2.  </TD>
<TD WIDTH=90%>
Cedar's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>3. </TD>
<TD WIDTH=90%>
Current Reports on Form 8-K filed April 8, 2005, April 14, 2005, April 27,
2005 and June 2, 2005 and Form 8-K/A filed February 23, 2005.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT> 4. </TD>
<TD WIDTH=90%>
The description of Cedar's common stock which is contained in Item 1 of our
registration statement on Form 8-A, as amended, filed October 1, 2003 pursuant
to Section 12 of the Exchange Act.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT> 5. </TD>
<TD WIDTH=90%>
The information contained in the section "Investment Policies and Policies With
Respect to Certain Activities" contained in the Registration Statement on Form
S-11 filed on August 20, 2003, as amended, SEC File Number: 333-108091.</TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
You may request a copy of
these filings, at no cost, by writing or telephoning us at our principal
executive offices at the following address: </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>Investor Relations<BR>
Cedar Shopping Centers, Inc.<BR>
44 South Bayles Avenue<BR>
Port Washington, NY 11050-3765<BR>
(516) 767-6492<BR>
http://www.cedarshoppingcenters.com</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
You should rely only on the
information incorporated by reference or provided in this prospectus or any
prospectus supplement. We have not authorized anyone else to provide you with
different information. We are not making an offer of these securities in any
state where the offer is not permitted. Do not assume that the information in
this prospectus or any prospectus supplement is accurate as of any date other
than the date on the front of these documents. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>THE COMPANY</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We were organized in 1984
and elected to be taxed as a real estate investment trust, or REIT, in 1986. We
are a fully integrated, self-administered and self-managed real estate company.
We focus on the ownership, operation, development and redevelopment of community
and neighborhood shopping centers located primarily in Pennsylvania. As of May
15, 2005, we owned 54 properties, aggregating approximately 5.6 million square
feet of gross leasable area, or GLA. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We conduct our business
through Cedar Shopping Centers Partnership, L.P., or the operating partnership,
a Delaware limited partnership. As of May 15, 2005, we owned approximately a 93.8%
interest in the operating partnership. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Our principal executive offices are located at 44 South Bayles Avenue, Port
Washington, NY 11050-3765, our telephone number is (516) 767-6492 and our
website address is www.cedarshoppingcenters.com. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>RISK FACTORS</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Your investment in the
securities involves risks. In consultation with your own financial and legal
advisors, you should carefully consider, among other factors, the matters
described below before deciding whether an investment in the securities is
suitable for you. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Risks Related to Our Properties and Our Business</B></FONT></P>


<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B><I>Our performance and value are subject to risks associated with real estate
assets and with the real estate industry</I>.</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Our ability to make expected distributions to our stockholders depends on our
ability to generate sufficient revenues to meet operating expenses, future debt
service and capital expenditure requirements. Events and conditions generally
applicable to owners and operators of real property that are beyond our control
may decrease cash available for distribution and the value of our properties.
These events include, but may not be limited to, the following: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>&#149; </TD>
<TD WIDTH=85%>
local oversupply, increased competition or declining demand for real estate;</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>&#149; </TD>
<TD WIDTH=85%>
inability to collect rent from tenants;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>&#149; </TD>
<TD WIDTH=85%>
vacancies or our inability to rent space on favorable terms;</TD>
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inability to finance property development, tenant improvements and acquisitions
on favorable terms;</TD>
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increased operating costs, including real estate taxes, insurance premiums and
utilities;</TD>
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costs of complying with changes in governmental regulations;</TD>
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the relative illiquidity of real estate investments;</TD>
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changing submarket demographics; and</TD>
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changing traffic patterns.</TD>
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<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In addition, periods of
economic slowdown or recession, rising interest rates or declining demand for
real estate, or the public perception that any of these events may occur, could
result in a general decline in rents or an increased incidence of defaults under
existing leases, which would adversely affect our financial condition, results
of operations, cash flow, per share trading price of our common stock and
ability to satisfy our debt service obligations and to make distributions to our
stockholders. </FONT></P>

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<B><I>Substantially all of our properties are located in the Northeast, primarily in
Pennsylvania, which exposes us to greater economic risks than if we owned
properties in several geographic regions</I>.</B></TD>
</TR>
</TABLE>
<BR>



<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Any adverse economic or
real estate developments in our market area resulting from the region's
regulatory environment, business climate, fiscal problems or weather, could
adversely impact our financial condition, results of operations, cash flow, the
per share trading price of our common stock, and our ability to satisfy our debt
service obligations and to make distributions to our stockholders. In addition,
the economic condition of each of our markets may be dependent on one or more
industries. An economic downturn in one of these industry sectors may result in
an increase in tenant vacancies, which may harm our performance in the affected
market. Economic and market conditions also may impact the ability of our
tenants to make payments required by their leases. If our properties do not
generate sufficient income to meet operating expenses, including future debt
service, income and results of operations would be significantly harmed. </FONT></P>

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<B><I>Our properties consist primarily of community shopping and convenience centers.
Our performance therefore is linked to economic conditions in the market for
retail space generally</I>.</B></TD>
</TR>
</TABLE>
<BR>



<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The market for retail space
has been and could be adversely affected by weakness in the national, regional
and local economies, the adverse financial condition of some large retailing
companies, the ongoing consolidation in the retail sector, the excess amount of
retail space in a number of markets, competition for tenants with other shopping
centers in our markets, and increasing consumer purchases through
catalogues or the Internet. To the extent that any of these conditions occur,
they are likely to impact market rents for retail space. </FONT></P>

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<B><I>At March 31, 2005, we had approximately $267.4 million of consolidated debt of
which our share was approximately $231.0 million, a portion of which was
variable rate debt, which may impede our operating performance and put us at a
competitive disadvantage</I>.</B></TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Required repayments of debt
and related interest can adversely affect our operating performance. At March
31, 2005, we had approximately $267.4 million of outstanding consolidated
indebtedness of which our share was approximately $231.0 million. Approximately
$106.4 million of this consolidated debt bore interest at a variable rate, of
which our share was approximately $104.0 million. During 2004, our LIBOR base
rate for our variable debt increased from 1.14% at December 31, 2003 to 2.42% at
December 31, 2004. Increases in interest rates may impede our operating
performance and put us at a competitive disadvantage. Required repayments of
debt and related interest can adversely affect our operating performance. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We also intend to incur additional debt in connection with future acquisitions
of real estate. We have in the past borrowed, and may in the future borrow,
funds if necessary to satisfy any requirement that we make distributions to
stockholders. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Our substantial debt may harm our business and operating results by:</FONT></P>


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requiring us to use a substantial portion of our funds from operations to pay
interest, which reduces the amount available for distributions;</TD>
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placing us at a competitive disadvantage compared to our competitors that have
less debt;</TD>
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making us more vulnerable to economic and industry downturns and reducing our
flexibility in responding to changing business and economic conditions; and</TD>
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limiting our ability to borrow more money for operations, capital or to finance
acquisitions in the future.</TD>
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<BR>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In addition to the risks
discussed above and those normally associated with debt financing, including the
risk that our cash flow will be insufficient to meet required payments of
principal and interest, we also are subject to the risk that we will not be able
to refinance the existing indebtedness on our properties (which, in most cases,
will not have been fully amortized at maturity), or that the terms of any
refinancing we could obtain would not be as favorable as the terms of our
existing indebtedness. If we are not successful in refinancing this debt when it
becomes due, we may be forced to dispose of properties on disadvantageous terms,
which might adversely affect our ability to service other debt and to meet our
other obligations. </FONT></P>

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<B><I>The financial covenants in our loan agreements may restrict our operating or
acquisition activities, which may harm our financial condition and operating
results</I>.</B></TD>
</TR>
</TABLE>
<BR>



<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The mortgages on our
properties contain customary negative covenants such as those that limit our
ability, without the prior consent of the lender, to further mortgage the
applicable property, to enter into leases or to discontinue insurance coverage.
Our ability to borrow under our secured revolving credit facility is subject to
compliance with these financial and other covenants, including restrictions on
property eligible for collateral and overall restrictions on the amount of
indebtedness we can incur. If we breach covenants in our debt agreements, the
lender can declare a default and require us to repay the debt immediately and,
if the debt is secured, can immediately take possession of the property securing
the loan. </FONT></P>

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<B><I>We have recently experienced and expect to continue to experience rapid growth
and may not be able to integrate additional properties into our operations or
otherwise manage our growth, which may adversely affect our operating results</I>.</B></TD>
</TR>
</TABLE>
<BR>



<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We are currently experiencing and expect to continue to experience rapid growth.
All of our properties have been acquired since 2000, and the acquisition of any
additional properties would generate additional operating expenses that we would
be required to pay. As we acquire additional properties, we will be subject to
risks associated with managing new properties, including tenant retention and
mortgage default. As a result of the rapid growth of our portfolio, we cannot
assure you that we will be able to adapt our management, administrative,
accounting and operational systems or hire and retain sufficient operational
staff to integrate these properties into our portfolio and manage any future
acquisitions of additional properties without operating disruptions or
unanticipated costs. Our failure to successfully integrate any future
acquisitions into our portfolio could have a material adverse effect on our
results of operations and financial condition and our ability to make
distributions to our stockholders. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We had net income of
$7,860,000 in 2004, and net losses of $147,000, $468,000 and $21,275,000 for the
years ended December 31, 2001, 2002 and 2003, respectively. In 2003,
approximately $20.8 million of these losses were one-time transaction costs
associated with our 2003 public offering. If we are unable to maintain
profitability, the market price of our common stock could decrease and our
business and operations could be negatively impacted. </FONT></P>

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<B><I>We may not be successful in identifying suitable acquisitions that meet our
criteria, which may impede our growth; if we do identify suitable acquisition
targets, we may not be able to consummate such transactions on favorable terms</I>.</B></TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Integral to our business
strategy is our ability to expand through acquisitions, which requires us to
identify suitable acquisition candidates or investment opportunities that meet
our criteria and are compatible with our growth strategy. We analyze potential
acquisitions on a property-by-property and market-by-market basis. We may not be
successful in identifying suitable real estate properties or other assets that
meet our acquisition criteria or in consummating acquisitions or investments on
satisfactory terms. Failure to identify or consummate acquisitions could reduce
the number of acquisitions we complete and slow our growth, which could in turn
harm our stock price. </FONT></P>

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<B><I>We face competition for the acquisition of real estate properties, which may
impede our ability to make future acquisitions or may increase the cost of these
acquisitions</I>.</B></TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We compete with many other entities engaged in real estate investment activities
for acquisitions of retail shopping centers, including institutional investors,
REITs and other owner-operators of shopping centers. These competitors may drive
up the price we must pay for real estate properties or may succeed in acquiring
those properties themselves. In addition, our potential acquisition targets may
find our competitors to be more attractive suitors for a number of reasons, such
as, for example, they may have greater resources, may be willing to pay more, or
may have a more compatible operating philosophy. In addition, the number of
entities and the amount of funds competing for suitable investment properties
may increase. This will result in increased demand for these assets and
therefore increased prices paid for them. If we pay higher prices for
properties, our profitability will be reduced. </FONT></P>

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<B><I>Our current and future joint venture investments could be adversely affected by
our lack of sole decision-making authority, our reliance on joint venture
partners' financial condition and any disputes that may arise between us and our
joint venture partners.</I></B></TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We own some of our
properties through joint ventures and in the future we may co-invest with third
parties through joint ventures. We may not be in a position to exercise sole
decision-making authority regarding the properties owned through joint ventures.
Investments in joint ventures may, under certain circumstances, involve risks
not present when a third party is not involved, including the possibility that
joint venture partners might become bankrupt or fail to fund their share of
required capital contributions. Joint venture partners may have business
interests or goals that are inconsistent with our business interests or goals
and may be in a position to take actions contrary to our policies or objectives.
Such investments also may have the potential risk of impasses on decisions, such
as a sale, because neither we nor the joint venture partner would have full
control over the joint venture. Any disputes that may arise between us and joint
venture partners may result in litigation or arbitration that would increase our
expenses and prevent our officers and/or directors from focusing their time and
effort on our business. Consequently, actions by or disputes with joint venture
partners might result in subjecting properties owned by the joint venture to
additional risk. In addition, we may in certain circumstances be liable for the
actions of our third-party joint venture partners. Further, the terms of certain
of our joint venture agreements provide for minimum priority cumulative returns
for the joint venture partners. To the extent these specified minimum returns
are not achieved, our equity interest in these joint ventures may be negatively
affected. </FONT></P>

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<B><I>Since substantially all our revenues are derived from rental income, failure of
tenants to pay rent or leasing delays we encounter, particularly with respect to
our anchor tenants, could seriously harm our operating results and financial
condition</I>.</B></TD>
</TR>
</TABLE>
<BR>



<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Substantially all our
revenues are derived from rental income from our properties. At any time, our
tenants may experience a downturn in their business that may weaken their
financial condition or become insolvent. As a result, our tenants may delay
lease commencement, fail to make rental payments when due, decline to extend a
lease upon its expiration, become insolvent or declare bankruptcy. Any leasing
delays, failure to make rental payments when due or tenant bankruptcies could
result in the termination of the tenant's lease and material losses to us and
may harm our operating results. In addition, adverse market conditions and
competition may impede our ability to renew leases or re-let space as leases
expire, which could harm our business and operating results. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Our business may be
seriously harmed if any anchor tenant fails to renew its lease or vacates a
property and prevents us from re-leasing that property by continuing to pay base
rent for the balance of the term. In addition to the loss of rental payments
from the anchor tenant, a lease termination by an anchor tenant or a failure by
that anchor tenant to occupy the premises could result in lease terminations or
reductions in rent by other tenants in the same shopping center whose leases
permit cancellation or rent reduction under these circumstances. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Any bankruptcy filings by
or relating to one of our tenants or a lease guarantor generally would bar all
efforts by us to collect pre-bankruptcy debts from that tenant, the lease
guarantor or their property, unless we receive an order permitting us to do so
from the bankruptcy court. A tenant or lease guarantor bankruptcy could delay
our efforts to collect past due balances under the relevant leases, and could
ultimately preclude full collection of these sums. If a lease is affirmed by the
tenant in bankruptcy, all pre-bankruptcy balances due under the lease generally
must be paid to us in full. However, if a lease is disaffirmed by a tenant in
bankruptcy, we would have only a general unsecured claim for damages, which
would be paid normally only to the extent that funds are available and only in
the same percentage as is paid to all other members of the same class of
unsecured claims. It is possible and indeed likely that we may recover
substantially less than the full value of any unsecured claims we hold, which
may harm our financial condition. </FONT></P>

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<B><I>Adverse market conditions and competition may impede our ability to renew leases
or re-let space as leases expire, which could harm our business and operating
results</I>.</B></TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We face competition from
similar retail centers within the trade areas of each of our centers that may
affect our ability to renew leases or re-let space as leases expire. In
addition, any new competitive properties that are developed within the trade
areas of our existing properties may result in increased competition for
customer traffic and creditworthy tenants. Increased competition for tenants may
require us to make capital improvements to properties that we would not have
otherwise planned to make. Any unbudgeted capital improvements we undertake may
divert away cash that would otherwise be available for distributions to
stockholders. Ultimately, to the extent we are unable to renew leases or re-let
space as leases expire, it would result in decreased cash flow from tenants and
harm our operating results. </FONT></P>

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<B><I>We may be restricted from re-leasing space based on existing exclusivity lease
provisions with some of our tenants.</I></B></TD>
</TR>
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<BR>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In some cases, our tenant leases contain provisions giving the tenant the
exclusive right to sell particular types of merchandise or provide specific
types of services within the particular retail center, or limit the ability of
other tenants within that center to sell that merchandise or provide those
services. When re-leasing space after a vacancy by one of these other tenants,
these provisions may limit the number and types of prospective tenants for the
vacant space. The failure to re-lease space or to re-lease space on satisfactory
terms could harm our operating results. </FONT></P>

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<B><I>For the year ended December 31, 2004 Giant Food and Stop &amp; Shop represented
approximately 10% of our total revenues.</I></B></TD>
</TR>
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<BR>



<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
At December 31, 2004, eight of our properties had a Giant Food supermarket as an
anchor tenant and one property had a Stop &amp; Shop supermarket as an anchor
tenant. Ahold N.V., a Netherlands corporation and the ultimate parent company of
Giant Food and Stop &amp; Shop, generally guarantees the Giant Food leases.
</FONT></P>

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<B><I>Development and redevelopment activities may be delayed or otherwise may not
perform as expected.</I></B></TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We are in the process of
developing and redeveloping certain of our properties and expect to redevelop or
develop other properties in the future. In this connection, we will bear certain
risks, including the risks of construction delays or cost overruns that may
increase project costs and make such project uneconomical, the risk that
occupancy or rental rates at a completed project will not be sufficient to
enable us to pay operating expenses or earn the targeted rate of return on
investment, and the risk of incurrence of predevelopment costs in connection
with projects that are not pursued to completion. In addition, consents may be
required from various tenants in order to develop or redevelop a center. In case
of an unsuccessful project, our loss could exceed our investment in the project. </FONT></P>

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<B> <I>Potential losses may not be covered by insurance</I>.</B></TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We carry comprehensive
liability, fire, flood, extended coverage and rental loss insurance covering all
of the properties in our portfolio under a blanket policy. We believe the policy
specifications and insured limits are appropriate and adequate given the
relative risk of loss, the cost of the coverage and industry practice. We do not
carry insurance for generally uninsured losses such as loss from war, nuclear
accidents and nuclear, biological and chemical occurrences from terrorist acts.
Some of our policies, such as those covering losses due to terrorism, floods and
earthquakes, are subject to limitations involving large deductibles or
co-payments and policy limits that may not be sufficient to cover losses.
Additionally, certain tenants have termination rights in respect of certain
casualties. If we receive casualty proceeds, we may not be able to reinvest such
proceeds profitably or at all, and we may be forced to recognize taxable gain on
the affected property. If we experience a loss that is uninsured or that exceeds
policy limits, we could lose the capital invested in the damaged properties as
well as the anticipated future cash flows from those properties. In addition, if
the damaged properties are subject to recourse indebtedness, we would continue
to be liable for the indebtedness, even if these properties were irreparable
damaged. </FONT></P>

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<B><I>Future terrorist attacks in the United States could harm the demand for, and the
value of, our properties.</I></B></TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Future terrorist attacks in
the U.S., such as the attacks that occurred in New York, Pennsylvania and
Washington, D.C. on September 11, 2001, and other acts of terrorism or war could
harm the demand for and the value of our properties. Terrorist attacks could
directly impact the value of our properties through damage, destruction, loss or
increased security costs, and the availability of insurance for such acts may be
limited or may cost more. To the extent that our tenants are impacted by future
attacks, their ability to continue to honor obligations under their existing
leases with us could be adversely affected. </FONT></P>

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<B><I>Rising operating expenses could reduce our cash flow and funds available for
future distributions.</I></B></TD>
</TR>
</TABLE>
<BR>



<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Our properties will be
subject to increases in real estate and other tax rates, utility costs,
insurance costs, repairs, maintenance and other operating expenses, and
administrative expenses. Rising operating expenses could reduce our cash flow
and funds available for future distributions. Our properties and any properties
we acquire in the future are and will be subject to operating risks common to
real estate in general, any or all of which may have a negative affect. If any
property is not fully occupied or if rents are being paid in an amount that is
insufficient to cover operating expenses, then we could be required to expend
funds to stabilize that property's operating expenses. </FONT></P>

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<B><I>We could incur significant costs related to government regulation and litigation
over environmental matters.</I></B></TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Under various federal,
state and local laws, ordinances and regulations, an owner or operator of real
estate may be required to investigate and clean up hazardous or toxic substances
or other contaminants at such property and may be held liable to a governmental
entity or to third parties for property damage and for investigation and clean
up costs incurred by such parties in connection with contamination. The cost of
investigation, remediation or removal of such substances may be substantial, and
the presence of such substances, or the failure to properly remediate such
substances, may adversely affect the owner's ability to sell or rent such
property or to borrow using such property collateral. In connection with the
ownership, operation and management of real properties, we are potentially
liable for removal or remediation costs, as well as certain other related costs,
including governmental fines and injuries to persons and property. </FONT></P>


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<TD WIDTH=95%>
<B><I>We may incur significant costs complying with the Americans with Disabilities
Act and similar laws.</I></B></TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Under the Americans with
Disabilities Act of 1990, or the ADA, all public accommodations must meet
federal requirements related to access and use by disabled persons. Our
properties are also subject to various federal, state and local regulatory
requirements, such as state and local fire and life safety requirements.
Although we believe that our properties materially comply with present
requirements of the ADA and other regulations, we have not conducted an audit or
investigation of all of our properties to determine our compliance. If one or
more of our properties is not in compliance with any such laws, then we would be
required to incur additional costs to bring the property into compliance. If we
incur substantial costs to comply with the ADA and any other legislation, our
financial condition, results of operations, cash flow, per share trading price
of our common stock, and our ability to satisfy our debt service obligations and
make distributions to our stockholders could be adversely affected. If we fail
to comply with these various requirements, we might incur governmental fines or
private damage awards. We do not know whether existing requirements will change
or whether future requirements will require us to make significant unanticipated
expenditures that will adversely impact our financial condition, results of
operations, cash flow, the per share trading price of our common stock, and our
ability to satisfy our debt service obligations and make distributions to our
stockholders. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=95%>
<B><I>Our charter and Maryland law contain provisions that may delay, defer or prevent
a change of control transaction and depress our stock price.</I></B></TD>
</TR>
</TABLE>
<BR>



<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Our charter contains a
9.9% ownership limit</I>. Our charter, subject to certain exceptions, authorizes
our directors to take such actions as are necessary and desirable relating to
qualification as a REIT and to limit any person to beneficial ownership of no
more than 9.9% of the outstanding shares of our common stock. Our board of
directors, in its sole discretion, may exempt a proposed transferee from the
ownership limit. However, our board of directors may not grant an exemption from
the ownership limit to any proposed transferee whose direct or indirect
ownership in excess of 9.9% of the value of our outstanding shares of our common
stock could jeopardize our status as a REIT. These restrictions on
transferability and ownership will not apply if our board of directors
determines that it is no longer in our best interests to attempt to qualify as,
or to be, a REIT. The ownership limit may delay or impede a transaction or a
change of control that might involve a premium price for our common stock or
otherwise be in the best interest of our stockholders. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>We could authorize and
issue stock and units without stockholder approval</I>. Our charter authorizes
our board of directors to authorize additional shares of our common stock or
preferred stock, issue authorized but unissued shares of our common stock or
preferred stock, issue units and to classify or reclassify any unissued shares
of our common stock or preferred stock and to set the preferences, rights and
other terms of such classified or unclassified shares. Although our board of
directors has no such intention at the present time, it could establish a series
of preferred stock that could, depending on the terms of such series, delay,
defer or prevent a transaction or a change of control that might involve a
premium price for our common stock or otherwise be in the best interest of our
stockholders. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<I>Certain provisions of Maryland law could inhibit changes in control</I>.
Certain provisions of the Maryland General Corporation Law, or MGCL, may have
the effect of inhibiting a third party from making a proposal to acquire us or
of impeding a change of control under circumstances that otherwise could provide
the holders of shares of our common stock with the opportunity to realize a
premium over the then-prevailing market price of such shares, including:
</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>&#149; </TD>
<TD WIDTH=85%>
"business combination" provisions that, subject to limitations,
prohibit certain business combinations between us and an "interested
stockholder" (defined generally as any person who beneficially owns 10% or
more of the voting power of our shares or an affiliate thereof) for five years
after the most recent date on which the stockholder becomes an interested
stockholder, and thereafter imposes special appraisal rights and special
stockholder voting requirements on these combinations; and</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>&#149; </TD>
<TD WIDTH=85%>
"control share" provisions that provide that our "control
shares" (defined as shares that, when aggregated with other shares
controlled by the stockholder, entitle the stockholder to exercise one of three
increasing ranges of voting power in electing directors) acquired in a
"control share acquisition" (defined as the direct or indirect
acquisition of ownership or control of control shares) have no voting rights
except to the extent approved by our stockholders by the affirmative vote of at
least two-thirds of all the votes entitled to be cast on the matter, excluding
all interested shares.</TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We have opted out of these
provisions of the MGCL. However, our board of directors may, by resolution,
elect to opt in to the business combination provisions of the MGCL and we may,
by amendment to our bylaws, opt in to the control share provisions of the MGCL
in the future. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=95%>
<B><I>If we are not qualified as a REIT, our distributions will not be deductible by
us, and our income will be subject to taxation, reducing our earnings available
for distribution.</I></B></TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We have elected since 1986
to be taxed as a REIT under the Internal Revenue Code of 1986, as amended, or
Code. A REIT will generally not be subject to federal income taxation on that
portion of its income that qualifies as REIT taxable income, to the extent that
it distributes at least 90% of its taxable income to its shareholders and
complies with certain other requirements. Under applicable provisions of the
Code governing REITs, a REIT, among other things, may not own more than ten
percent in value or voting power of a corporation other than a qualifying
"taxable REIT subsidiary". </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=95%>
<B><I>Distribution requirements could adversely affect our liquidity.</I></B></TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We generally must
distribute annually at least 90% of our net taxable income, excluding any net
capital gain, in order to be qualified as a REIT. We intend to make
distributions to our stockholders to comply with the requirements of the Code.
However, differences in timing between the recognition of taxable income and the
actual receipt of cash could require us to sell assets or borrow funds on a
short-term or long-term basis to meet the 90% distribution requirement of the
Code. Certain of our assets generate substantial differences between taxable
income and income recognized in accordance with generally accepted accounting
principles. Such assets include operating real estate that has been acquired
through structures that may limit or completely eliminate the depreciation
deduction that would otherwise be available for income tax purposes. As a
result, the requirement to distribute a substantial portion of our net taxable
income could cause us to: (a)&#160;distribute amounts that would otherwise be
invested in future acquisitions, capital expenditures or repayment of debt,
(b)&#160;borrow on unfavorable terms, (c)&#160;sell assets in adverse market
conditions or (d) default in covenants under our loan agreements. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Further, amounts distributed will not be available to fund investment
activities. If we fail to obtain debt or equity capital in the future, it could
limit our ability to grow, which could have a material adverse effect on the
value of our common stock. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=95%>
<B><I>Dividends payable by REITs do not qualify for the reduced tax rates under
recently enacted tax legislation.</I></B></TD>
</TR>
</TABLE>
<BR>



<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Recently enacted tax legislation reduces the maximum tax rate for dividends
payable to individuals from 38.6% to 15% (through 2008). Dividends payable by
REITs, however, are generally not eligible for the reduced rates. Although this
legislation does not adversely affect the taxation of REITs or dividends paid by
REITs, the more favorable rates applicable to regular corporate dividends could
cause investors who are individuals to perceive investments in REITs to be
relatively less attractive than investments in the stock of non-REIT
corporations that pay dividends, which could adversely affect the value of the
stock of REITs. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In addition, the relative attractiveness of investments in real estate companies
or real estate in general may be adversely affected by the newly favorable tax
treatment given to corporate dividends, which could affect the value of our real
estate assets negatively. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=95%>
<B><I>Our success depends on key personnel whose continued service is not
guaranteed.</I></B></TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We depend on the efforts of key personnel, particularly Mr. Ullman, our
chairman, chief executive officer and president, whose continued service is not
guaranteed. The loss of services of key personnel could materially and adversely
affect our operations because of diminished relationships with lenders, sources
of equity capital and existing and prospective tenants. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Risks Related to this Offering</B></FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=95%>
<B> <I>Shares of our common stock have been thinly traded in the past</I>.</B></TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Although a trading market for
our common stock exists, the trading volume has not been significant and there
can be no assurance that an active trading market for our common stock will be
sustained in the future. As a result of the thin trading market or
"float" for our stock, the market price for our common stock may
fluctuate significantly more than the stock market as a whole. Without a large
float, our common stock is less liquid than the stock of companies with broader
public ownership and, as a result, the trading prices of our common stock may be
more volatile. In addition, in the absence of an active public trading market,
an investor may be unable to liquidate his investment in us. Trading of a
relatively small volume of our common stock may have a greater impact on the
trading price for our stock than would be the case if our public float were
larger. We cannot predict the prices at which our common stock will trade in the
future. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=95%>
<B><I>Market interest rates may have an effect on the value of our common stock.</I></B></TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
One of the factors that
will influence the price of our common stock will be the dividend yield on the
common stock (as a percentage of the price of our common stock) relative to
market interest rates. An increase in market interest rates, which are currently
at low levels relative to historical rates, may lead prospective purchasers of
our common stock to expect a higher dividend yield and higher interest rates
would likely increase our borrowing costs and potentially decrease funds
available for distribution. Thus, higher market interest rates could cause the
market price of our common stock to go down. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=95%>
<B><I>Future sales of shares of our common stock could lower the price of our shares.</I></B></TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We may, in the future, sell
additional shares of our common stock in subsequent public offerings.
Additionally, shares of our common stock underlying options will be available
for future sale upon exercise of those options. Any sales of a substantial
number of our shares in the public market, or the perception that such sales
might occur, may cause the market price of our shares to decline. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>USE OF PROCEEDS</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
net proceeds from the sale of the securities will be used for general corporate
purposes, which may include the repayment of existing indebtedness, the
development or acquisition of additional properties as suitable opportunities
arise and the renovation, expansion and improvement of our existing properties.
The applicable prospectus supplement will contain further details on the use of
net proceeds. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>DESCRIPTION OF PREFERRED STOCK</B></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Authorized and Outstanding</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Cedar is authorized to issue 5,000,000 shares of preferred stock, $.01 par value
per share. 3,550,000 shares of Series A Preferred Stock are issued and
outstanding. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Series A Preferred Stock</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Series A Preferred Stock bears cumulative cash dividends at the rate of
8-7/8% per annum of the $25.00 per share liquidation preference (equal to
$2.21875 per annum per share). The Series A Preferred Stock is redeemable at our
option on and after July 28, 2009 at $25.00 per share, plus accrued and unpaid
dividends. The Series A Preferred Stock has a liquidation preference of $25.00
per share, plus a premium of between 1% and 5% if liquidation occurs before July
28, 2009. The holders of Series A Preferred Stock generally do not have any
voting rights; however, the affirmative vote of at least two-thirds is required
to create capital shares ranking senior to the Series A Preferred Stock or to
amend our Articles of Incorporation that materially and adversely affects their
rights. The Series A Preferred Stock is listed on the NYSE under the symbol "CDR
PrA." </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>General</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The statements below describing the preferred stock are in all respects subject
to and qualified by reference to the applicable provisions of our Articles of
Incorporation and Bylaws and any applicable articles supplementary to the
Articles of Incorporation designating terms of a series of preferred stock.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The issuance of preferred
stock could adversely affect the voting power, dividend rights and other rights
of holders of common stock. Issuance of preferred stock could impede, delay,
prevent or facilitate a merger, tender offer or change in our control. Although
the Board of Directors is required to make a determination as to the best
interests of our stockholders when issuing preferred stock, the Board could act
in a manner that would discourage an acquisition attempt or other transaction
that some, or a majority, of the stockholders might believe to be in our best
interests or in which stockholders might receive a premium for their shares over
the then prevailing market price. Management believes that the availability of
preferred stock will provide us with increased flexibility in structuring
possible future financing and acquisitions and in meeting other needs that might
arise. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Terms</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Subject to the limitations
prescribed by the Articles of Incorporation, the Board of Directors can fix the
number of shares constituting each series of preferred stock and the
designations and powers, preferences and relative, participating, optional or
other special rights and qualifications, limitations or restrictions thereof,
including such provisions as may be desired concerning voting, redemption,
dividends, dissolution or the distribution of assets, conversion or exchange,
and such other subjects or matters as may be fixed by resolution of the Board of
Directors. When issued, the preferred stock will be fully paid and nonassessable
by us. The preferred stock will have no preemptive rights. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Reference is made to the
prospectus supplement relating to the preferred stock offered thereby for
specific terms, including: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(1)  </TD>
<TD WIDTH=90%>
the title and stated value of the preferred stock;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(2)  </TD>
<TD WIDTH=90%>
the number of shares of the preferred stock offered, the liquidation preference
per share and the offering price of the preferred stock;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(3)  </TD>
<TD WIDTH=90%>
the dividend rate(s), period(s) and/or payment date(s) or method(s) of
calculation thereof applicable to the preferred stock;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(4)  </TD>
<TD WIDTH=90%>
the date from which dividends on the preferred stock shall accumulate, if
applicable;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(5)  </TD>
<TD WIDTH=90%>
the procedures for any auction and remarketing, if any, for the preferred stock;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(6)  </TD>
<TD WIDTH=90%>
the provision for a sinking fund, if any, for the preferred stock;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(7) </TD>
<TD WIDTH=90%>
the provision for redemption, if applicable, of the preferred stock;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(8)  </TD>
<TD WIDTH=90%>
any listing of the preferred stock on any securities exchange;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(9) </TD>
<TD WIDTH=90%>
the terms and conditions, if applicable, upon which the preferred stock will be
convertible into our common stock, including the conversion price, or the manner
of calculation thereof;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(10) </TD>
<TD WIDTH=90%>
whether interests in the preferred stock will be represented by depositary
shares;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(11) </TD>
<TD WIDTH=90%>
any other specific terms, preferences, rights, limitations or restrictions of
the preferred stock;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(12) </TD>
<TD WIDTH=90%>
a discussion of federal income tax considerations applicable to the preferred
stock;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(13)  </TD>
<TD WIDTH=90%>
the relative ranking and preferences of the preferred stock as to dividend
rights and rights upon liquidation, dissolution or winding up of our affairs;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(14) </TD>
<TD WIDTH=90%>
any limitations on issuance of any series of preferred stock ranking senior to
or on a parity with the series of preferred stock as to dividend rights and
rights upon liquidation, dissolution or winding up of our affairs; and</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(15) </TD>
<TD WIDTH=90%>
any limitations on direct or beneficial ownership and restrictions on transfer,
in each case as may be appropriate to be qualified as a REIT.</TD>
</TR>
</TABLE>
<BR>


<P ALIGN=LEFT><FONT SIZE=3><B>Rank</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Unless otherwise specified in the prospectus supplement, the preferred stock
will, with respect to dividend rights and rights upon liquidation, dissolution
or our winding up, rank: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(a) </TD>
<TD WIDTH=90%>
senior to all classes or series of our common stock;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(b) </TD>
<TD WIDTH=90%>
senior to all equity securities ranking junior to the preferred stock;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(c)  </TD>
<TD WIDTH=90%>
equal with all equity securities issued by us, if the terms of such securities
specifically provide for equal treatment;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(d) </TD>
<TD WIDTH=90%>
junior to all equity securities the terms of which specifically provide that the
equity securities rank senior to the preferred stock.</TD>
</TR>
</TABLE>
<BR>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The term "equity securities" excludes convertible debt securities.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Dividends</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Holders of the preferred stock of each series will be entitled to receive, when
and if declared by our Board of Directors, out of assets legally available for
payment, cash dividends at rates and on dates set forth in the applicable
prospectus supplement. Each such dividend will be payable to holders of record
as they appear on our share transfer books on the applicable record dates. Our
Board of Directors will fix the record dates for dividend payments. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
As provided in the
applicable prospectus supplement, dividends on any series of the preferred stock
may be cumulative or non-cumulative. Cumulative dividends will be cumulative
from and after the date set forth in the applicable prospectus supplement. If
our Board of Directors fails to declare a dividend payable on a dividend payment
date on any series of the preferred stock for which dividends are
non-cumulative, then the holders of such series of the preferred stock will have
no right to receive a dividend for the dividend period ending on such dividend
payment date. We will have no obligation to pay the dividend accrued for such
dividend period, whether or not dividends on such series are declared payable on
any future dividend payment date. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If preferred stock of any series is outstanding, our Board of Directors will not
declare, pay or set apart for payment dividends on any of our capital stock of
any other series ranking, as to dividends, equally with or junior to the
preferred stock outstanding for any period unless: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(a)  </TD>
<TD WIDTH=90%>
for preferred stock with cumulative dividends, we have declared and paid, or
declared and set apart a sum sufficient to pay, full cumulative dividends on the
preferred stock through the then current dividend period; and</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(b) </TD>
<TD WIDTH=90%>
for preferred stock lacking a cumulative dividend, we have declared and paid or
declared and set aside a sum sufficient to pay full dividends for the then
current dividend period;</TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
When dividends are not paid
in full, or when a sum sufficient for such full payment is not set apart, upon
preferred stock of any series and the shares of any other series of preferred
stock ranking equally as to dividends with the preferred stock of such series,
all dividends declared upon preferred stock of such series and any other series
of preferred stock ranking equally as to dividends with such preferred stock
shall be declared pro rata so that the amount of dividends declared per share of
preferred stock of such series and such other series of preferred stock shall in
all cases bear to each other the same ratio that accrued dividends per share on
the preferred stock of such series, which shall not include any accumulation of
unpaid dividends for prior dividend periods if such preferred stock lacks a
cumulative dividend, and such other series of preferred stock bear to each
other. No interest, or sum of money instead of interest, shall be payable for
any dividend payment or payments on preferred stock of such series which may be
in arrears. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Except as provided in the
immediately preceding paragraph, unless we have paid dividends through the then
current dividend period, including dividend payments in arrears if dividends are
cumulative, for such series of preferred stock or unless our Board of Directors
has declared such dividends and has set aside a sum sufficient for such payment,
our Board of Directors shall not declare dividends, other than in shares of
common stock or other capital shares ranking junior to the preferred stock of
such series as to dividends and upon liquidation, or pay or set aside for
payment or declare or make any other distribution upon the common stock, or any
other of our capital shares ranking junior to or equally with the preferred
stock of such series as to dividends or upon liquidation. Additionally, we shall
not redeem, purchase or otherwise acquire for any consideration, or any moneys
to be paid or made available for a sinking fund for the redemption of any such
shares, any shares of common stock, or any other of our capital shares ranking
junior to or equally with the preferred stock of such series as to dividends or
upon liquidation. Notwithstanding the foregoing, we may convert such shares into
or exchange such shares for other of our capital shares ranking junior to the
preferred stock of such series as to dividends and upon liquidation. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Redemption</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If the applicable prospectus supplement so provides, the preferred stock will be
subject to mandatory redemption or redemption at our option, as a whole or in
part, in each case upon the terms, at the times and at the redemption prices set
forth in such prospectus supplement. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The prospectus supplement
applicable to a series of preferred stock that is subject to mandatory
redemption will specify: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(a) </TD>
<TD WIDTH=90%>
the number of shares of such preferred stock that shall be redeemed by us in
each year,</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(b) </TD>
<TD WIDTH=90%>
the year such redemption will commence,</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(c) </TD>
<TD WIDTH=90%>
the redemption price per share, together with an amount equal to all accrued and
unpaid dividends thereon to the date of redemption,</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(d)  </TD>
<TD WIDTH=90%>
whether the redemption price is payable in cash or property.</TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If the redemption price for
preferred stock of any series is payable only from the net proceeds of the
issuance of our capital shares, the terms of such preferred stock may provide
that, if we have not issued capital shares or to the extent the net proceeds
from any issuance are insufficient to pay in full the aggregate redemption price
then due, such preferred stock shall automatically be converted into our capital
shares pursuant to conversion provisions specified in the applicable prospectus
supplement. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We cannot redeem, purchase or otherwise acquire shares of a series of preferred
stock unless:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(a)  </TD>
<TD WIDTH=90%>
for preferred stock with cumulative dividends, we have declared and paid, or
declared and set apart a sum sufficient to pay, full cumulative dividends on the
preferred stock through the then current dividend period; and</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(b)  </TD>
<TD WIDTH=90%>
for preferred stock lacking a cumulative dividend, we have declared and paid or
declared and set aside a sum sufficient to pay full dividends for the then
current dividend period;</TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The foregoing shall not
prevent the purchase or acquisition of preferred stock of such series to
preserve our REIT status or pursuant to a purchase or exchange offer made on the
same terms to holders of all outstanding preferred stock of such series. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If fewer than all of the
outstanding shares of preferred stock of any series are to be redeemed, we will
determine the number of shares to be redeemed. We may redeem the shares on a pro
rata basis from the holders of record of such shares in proportion to the number
of such shares held or for which redemption is requested by such holder with
adjustments to avoid redemption of fractional shares, or by lot. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We will mail notice of
redemption 30 to 60 days prior to the redemption date to each holder of record
of preferred stock of any series to be redeemed at the address shown on our
share transfer books. Each notice shall state: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(a)  </TD>
<TD WIDTH=90%>
the redemption date;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(b) </TD>
<TD WIDTH=90%>
the number of shares and series of the preferred stock to be redeemed;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(c) </TD>
<TD WIDTH=90%>the redemption price;
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(d)  </TD>
<TD WIDTH=90%>
the place or places where certificates for such preferred stock are to be
surrendered for payment of the redemption price;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(e) </TD>
<TD WIDTH=90%>
that dividends on the shares to be redeemed will cease to accrue on such
redemption date; and</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(f) </TD>
<TD WIDTH=90%>
the date upon which the holder's conversion rights, if any, as to such shares
shall terminate.</TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If we are to redeem fewer
than all the shares of preferred stock of any series, the notice we mail to each
holder of preferred stock shall specify the number of shares of preferred stock
to be redeemed from each holder. If we have given notice of redemption of any
preferred stock and if we have set aside, in trust for the benefit of the
holders of any preferred stock called for redemption, the funds necessary for
such redemption, then from and after the redemption date dividends will cease to
accrue on the preferred stock to be redeemed. Additionally all rights of the
holders of the redeemable shares will terminate, except the right to receive the
redemption price. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Liquidation Preference</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Upon any voluntary or
involuntary liquidation, dissolution or winding up of our affairs, then the
holders of each series of preferred stock shall be entitled to receive out of
our assets legally available for distribution to shareholders liquidating
distributions in the amount of the liquidation preference per share, plus an
amount equal to all dividends accrued and unpaid on such series of preferred
stock. Such preferred shareholders will receive these distributions before any
distribution or payment shall be made to the holders of any common stock or any
other class or series of our capital shares ranking junior to the preferred
stock in the distribution of assets upon our liquidation, dissolution or winding
up. After payment of the full amount of the liquidating distributions to which
they are entitled, the holders of preferred stock will have no right or claim to
any of our remaining assets. If our available assets are insufficient to pay the
amount of the liquidating distributions on all outstanding preferred stock and
the corresponding amounts payable on all shares of other classes or series of
our capital shares ranking equally with the preferred stock in the distribution
of assets, then the holders of the preferred stock and all other such classes or
series of capital shares shall share on a pro rata basis in any such
distribution of assets in proportion to the full liquidating distributions to
which they would otherwise be entitled. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If liquidating distributions have been made in full to all holders of preferred
stock, our remaining assets will be distributed among the holders of any other
classes or series of capital shares ranking junior to the preferred stock upon
liquidation, dissolution or winding up, according to their rights and
preferences and in each case according to their number of shares. For such
purposes, our consolidation or merger with or into any other corporation, trust
or entity, or the sale, lease or conveyance of all or substantially all of our
property or business, shall not be deemed to constitute our liquidation,
dissolution or winding up. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Voting Rights</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Holders of the preferred
stock will not have any voting rights, except as set forth below or as otherwise
from time to time required by law or as indicated in the applicable prospectus
supplement. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Whenever dividends on any
shares of preferred stock are in arrears for six or more consecutive quarterly
periods, the holders of such shares of preferred stock, voting separately as a
class with all other series of preferred stock upon which like voting rights
have been conferred and are exercisable, will be entitled to vote for the
election of two additional directors at a special meeting called by the holders
of record of ten percent (10%) of any series of preferred stock so in arrears or
at the next annual meeting of stockholders, and at each subsequent annual
meeting until (a) if such series of preferred stock has a cumulative dividend,
we have paid or our Board of Directors has declared and set aside a sum
sufficient for payment of all dividends accumulated on such shares of preferred
stock for the past dividend periods and the then current dividend period or (b)
if such series of preferred stock lacks a cumulative dividend, we have fully
paid or our Board of Directors has declared and set aside a sum sufficient for
payment of four consecutive quarterly dividends. In such case, two directors
will be added to our Board of Directors. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Unless provided otherwise
for any series of preferred stock, so long as any shares of preferred stock
remain outstanding, we will not, without the affirmative vote or consent of the
holders of at least two-thirds of the shares of each series of preferred stock
outstanding at the time, given in person or by proxy, either in writing or at a
meeting with such series voting separately as a class, (a) authorize or create,
or increase the authorized or issued amount of, any class or series of capital
stock ranking prior to such preferred stock with respect to payment of dividends
or the distribution of assets upon liquidation, dissolution or winding up or
reclassify any of our authorized capital stock into such shares, or create,
authorize or issue any obligation or security convertible into or evidencing the
right to purchase any such shares; or (b) amend, alter or repeal the provisions
of our Articles of Incorporation or the designating amendment for such series of
preferred stock, whether by merger, consolidation or otherwise, so as to
materially and adversely affect any right, preference, privilege or voting power
of such series of preferred stock or the holders thereof. With respect to the
occurrence of any of the events set forth in (b) above so long as the preferred
stock remains outstanding with the terms thereof materially unchanged, the
occurrence of any such event shall not be deemed to materially and adversely
affect such rights, preferences, privileges or voting power of holders of
preferred stock. Additionally, any increase in the amount of the authorized
preferred stock or the creation or issuance of any other series of preferred
stock, or any increase in the amount of authorized shares of such series or any
other series of preferred stock, in each case ranking on a parity with or junior
to the preferred stock of such series with respect to payment of dividends or
the distribution of assets upon liquidation, dissolution or winding up, shall
not be deemed to materially and adversely affect such rights, preferences,
privileges or voting powers. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The foregoing voting
provisions will not apply if, at or prior to the time when the act with respect
to which such vote would otherwise be required shall be effected, all
outstanding shares of such series of preferred stock shall have been redeemed or
called for redemption and sufficient funds shall have been deposited in trust to
effect such redemption. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Conversion Rights</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The applicable prospectus
supplement will set forth the terms and conditions, if any, upon which any
series of preferred stock is convertible into shares of common stock. Such terms
will include the number of shares of common stock into which the shares of
preferred stock are convertible, the conversion price, or manner of calculation
thereof, the conversion period, provisions as to whether conversion will be at
the option of the holders of the preferred stock or us, the events requiring an
adjustment of the conversion price and provisions affecting conversion in the
event of the redemption of such series of preferred stock. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Shareholder Liability</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Maryland law provides that
no shareholder, including holders of preferred stock, shall be personally liable
for our acts and obligations and that our funds and property shall be the only
recourse for such acts or obligations. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Restrictions on Ownership</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
To qualify as a REIT under
the Code, not more than 50% in value of our outstanding capital shares may be
owned, directly or indirectly, by five or fewer individuals as defined in the
Code to include certain entities, during the last half of a taxable year.
Therefore, the designating amendment for each series of preferred stock may
contain provisions restricting the ownership and transfer of the preferred
stock. The applicable prospectus supplement will specify any additional
ownership limitation relating to a series of preferred stock. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Registrar and Transfer Agent</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The applicable prospectus supplement will set forth the Registrar and Transfer
Agent for the preferred stock. The Registrar and Transfer Agent for the Series A
Preferred Stock is American Stock Transfer &amp; Trust Company. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>DESCRIPTION OF DEPOSITARY SHARES</B></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>General</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We may issue receipts for depositary
shares, each of which will represent a fractional interest of a share of a
particular series of preferred stock, as specified in the applicable prospectus
supplement. Shares of preferred stock of each series represented by the
depositary shares will be deposited under a separate deposit agreement between
us, the depositary named therein and the holders of the depositary receipts.
Subject to the terms of the deposit agreement, each depositary receipt owner
will be entitled, in proportion to the fractional interest of a share of a
particular series of preferred stock represented by the depositary shares
evidenced by such depositary receipt, to all the rights and preferences of the
preferred stock represented thereby. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Depositary receipts issued
pursuant to the applicable deposit agreement will evidence the depositary
shares. Immediately following our issuance and delivery of the preferred stock
to the depositary, we will cause the depositary to issue, on our behalf, the
depositary receipts. Upon request, we will provide you with copies of the
applicable form of deposit agreement and depositary receipt. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Dividends and Other Distributions</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The depositary will
distribute all cash dividends or other cash distributions received in respect of
the preferred stock to the record holders of depositary receipts evidencing the
related depositary shares in proportion to the number of depositary receipts
owned by the holders. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If there is a distribution
other than in cash, the depositary will distribute property received by it to
the record holders of depositary receipts entitled thereto. If the depositary
determines<B> </B>that it is not feasible to make such distribution, the
depositary may, with our approval, sell the property and distribute the net
proceeds from such sale to the holders. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Withdrawal of Stock</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Upon surrender of the
depositary receipts at the corporate trust office of the depositary, unless the
related depositary shares have previously been called for redemption, the
holders thereof will be entitled to delivery, to or upon such holders' order, of
the number of whole or fractional shares of the preferred stock and any money or
other property represented by the depositary shares evidenced by the depositary
receipts. Holders of depositary receipts will be entitled to receive whole or
fractional shares of the related preferred stock on the basis of the proportion
of preferred stock represented by each depositary share as specified in the
applicable prospectus supplement. Thereafter, holders of such shares of
preferred stock will not be entitled to receive depositary shares for the
preferred stock. If the depositary receipts delivered by the holder evidence a
number of depositary shares in excess of the number of depositary shares
representing the number of shares of preferred stock to be withdrawn, the
depositary will deliver to the holder a new depositary receipt evidencing the
excess number of depositary shares. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Redemption of Depositary Shares</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Provided we shall have paid
in full to the depositary the redemption price of the preferred stock to be
redeemed plus an amount equal to any accrued and unpaid dividends thereon to the
redemption date, whenever we redeem shares of preferred stock held by the
depositary, the depositary will redeem as of the same redemption date the number
of depositary shares representing shares of the preferred stock so redeemed. The
redemption price per depositary share will be equal to the redemption price and
any other amounts per share payable with respect to the preferred stock. If
fewer than all the depositary shares are to be redeemed, the depositary shares
to be redeemed will be selected as nearly as may be practicable without creating
fractional depositary shares, pro rata, or by any other equitable method we
determine. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
From and after the date
fixed for redemption, all dividends in respect of the shares of preferred stock
so called for redemption will cease to accrue, the depositary shares called for
redemption will no longer be deemed to be outstanding and all rights of the
holders of the depositary receipts evidencing the depositary shares so called
for redemption will cease, except the right to receive any moneys payable upon
such redemption and any money or other property to which the holders of such
depositary receipts were entitled to receive upon such redemption upon surrender
to the depositary of the depositary receipts representing the depositary shares. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Voting of the Preferred Stock</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Upon receipt of notice of any
meeting at which the holders of the preferred stock are entitled to vote, the
depositary will mail the information contained in such notice of meeting to the
record holders of the depositary receipts evidencing the depositary shares that
represent such preferred stock. Each record holder of depositary receipts
evidencing depositary shares on the record date, which will be the same date as
the record date for the preferred stock, will be entitled to instruct the
depositary as to the exercise of the voting rights pertaining to the amount of
preferred stock represented by such holder's depositary shares. The depositary
will vote the amount of preferred stock represented by such depositary shares in
accordance with such instructions, and we will agree to take all reasonable
action that may be deemed necessary by the depositary in order to enable the
depositary to do so. If the depositary does not receive specific instructions
from the holders of depositary receipts evidencing such depositary shares, it
will abstain from voting the amount of preferred stock represented by such
depositary shares. The depositary shall not be responsible for any failure to
carry out any instruction to vote, or for the manner or effect of any such vote
made, as long as any such action or non-action is in good faith and does not
result from the depositary's negligence or willful misconduct. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Liquidation Preference</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Upon our liquidation,
dissolution or winding up, whether voluntary or involuntary, the holders of each
depositary receipt will be entitled to the fraction of the liquidation
preference accorded each share of preferred stock represented by the depositary
share evidenced by such depositary receipt, as set forth in the applicable
prospectus supplement. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Conversion of Preferred Stock</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Except with respect to
certain conversions in order to be qualified as a REIT, the depositary shares
are not convertible into our common stock or any other of our securities or
property. Nevertheless, if the applicable prospectus supplement so specifies,
the holders of the depositary receipts may surrender their depositary receipts
to the depositary with written instructions to the depositary to instruct us to
cause conversion of the preferred stock represented by the depositary shares
evidenced by such depositary receipts into whole shares of common stock,
other<B> </B>shares of our preferred stock or other shares of our capital stock,
and we have agreed that upon receipt of such instructions and any amounts
payable in respect thereof, we will cause the conversion of the depositary
shares utilizing the same procedures as those provided for delivery of preferred
stock to effect such conversion. If the depositary shares evidenced by a
depositary receipt are to be converted in part only, the depositary will issue a
new depositary receipt for any depositary shares not to be converted. No
fractional shares of common stock will be issued upon conversion, and if such
conversion will result in a fractional share being issued, we will pay an amount
in cash equal to the value of the fractional interest based upon the closing
price of the common stock on the last business day prior to the conversion. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Amendment and Termination of the Deposit Agreement</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
By agreement, we and the
depositary at any time can amend the form of depositary receipt and any
provision of the deposit agreement. However, any amendment that materially and
adversely alters the rights of the holders of depositary receipts or that would
be materially and adversely inconsistent with the rights granted to holders of
the related preferred stock will be effective only if the existing holders of at
least two-thirds of the depositary shares have approved the amendment. No
amendment shall impair the right, subject to certain exceptions in the deposit
agreement, of any holder of depositary receipts to surrender any depositary
receipt with instructions to deliver to the holder the related preferred stock
and all money and other property, if any, represented thereby, except in order
to comply with law. Every holder of an outstanding depositary receipt at the
time an amendment becomes effective shall be deemed, by continuing to hold the
depositary receipt, to consent and agree to the amendment and to be bound by the
deposit agreement as amended thereby. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Upon 30 days' prior written
notice to the depositary, we may terminate the deposit agreement if (a) such
termination is necessary to be qualified as a REIT or (b) a majority of each
series of preferred stock affected by such termination consents to such
termination. Upon the termination of the deposit agreement, the depositary shall
deliver or make available to each holder of depositary receipts, upon surrender
of the depositary receipts held by such holder, such number of whole or
fractional shares of preferred stock as are represented by the depositary shares
evidenced by the depositary receipts together with any other property held by
the depositary with respect to the depositary receipt. If the deposit agreement
is terminated to preserve our status as a REIT, then we will use our best
efforts to list the preferred stock issued upon surrender of the related
depositary shares on a national securities exchange. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The deposit agreement will
automatically terminate if (a) all outstanding depositary shares shall have been
redeemed, (b) there shall have been a final distribution in respect of the
related preferred stock in connection with our liquidation, dissolution or
winding up and such distribution shall have been distributed to the holders of
depositary receipts evidencing the depositary shares representing such preferred
stock or (c) each share of the related preferred stock shall have been converted
into our capital stock not so represented by depositary shares. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Charges of Depositary</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We will pay all transfer
and other taxes and governmental charges arising solely from the existence of
the deposit agreement. In addition, we will pay the fees and expenses of the
depositary in connection with the performance of its duties under the deposit
agreement. However, holders of depositary receipts will pay certain other
transfer and other taxes and governmental charges. The holders will also pay the
fees and expenses of the depositary for any duties, outside of those expressly
provided for in the deposit agreement, the holders request to be performed. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Resignation and Removal of Depositary</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The depositary may resign
at any time by delivering to us notice of its election to do so. We may at any
time remove the depositary, any such resignation or removal will take effect
upon the appointment of a successor depositary. A successor depositary must be
appointed within 60 days after delivery of the notice of resignation or removal
and must be a bank or trust company having its principal office in the United
States and having a combined capital and surplus of $50,000,000 or more. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Miscellaneous</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The depositary will forward
to holders of depositary receipts any reports and communications from us which
are received by the depositary with respect to the related Preferred Stock. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We and the depositary will
not be liable if either of us is prevented from or delayed in, by law or any
circumstances beyond its control, performing its obligations under the deposit
agreement. Our obligations and the depositary's obligations under the deposit
agreement will be limited to performing the duties thereunder in good faith and
without negligence, in the case of any action or inaction in the voting of
preferred stock represented by the depositary shares, gross negligence or
willful misconduct. If satisfactory indemnity is furnished, we and the
depositary will be obligated to prosecute or defend any legal proceeding in
respect of any depositary receipts, depositary shares or shares of preferred
stock represented thereby. We and the depositary may rely on written advice of
counsel or accountants, or information provided by persons presenting shares of
preferred stock represented by depository receipts for deposit, holders of
depositary receipts or other persons believed in good faith to be competent to
give such information, and on documents believed in good faith to be genuine and
signed by a proper party. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In the event the depositary
shall receive conflicting claims, requests or instructions from any holders of
depositary receipts, on the one hand, and us, on the other hand, the depositary
shall be entitled to act on our claims, requests or instructions. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>DESCRIPTION OF COMMON STOCK</B></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>General</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Cedar's authorized capital
stock includes 50 million shares of common stock, $.06 par value per share. For
each outstanding share of common stock held, the holder is entitled to one vote
on all matters presented to stockholders for a vote. Cumulative voting is not
permitted. Holders of the common stock do not have preemptive rights. At May 15,
2005, there were 22,340,981 shares of common stock outstanding. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
All shares of common stock
issued and sold will be duly authorized, fully paid, and non-assessable.
Distributions may be paid to the holders of common stock if and when declared by
our Board of Directors. Dividends will be paid out of funds legally available
for dividend payment. We have paid quarterly dividends beginning with a dividend
for the portion of the quarter from the closing of our public offering in
October 2003. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Under Maryland law, stockholders are generally not liable for our debts or
obligations. If we are liquidated, subject to the right of any holders of
preferred stock to receive preferential distributions, each outstanding share of
common stock will be entitled to participate pro rata in the assets remaining
after payment of, or adequate provision for, all of our known debts and
liabilities. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Restrictions on Ownership</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In order to qualify as a REIT
under the Code, not more than 50% in value of our outstanding capital shares may
be owned, directly or indirectly, by five or fewer individuals, as defined in
the Code, during the last half of a taxable year and the common stock must be
beneficially owned by 100 or more persons during 335 days of a taxable year of
12 months, or during a proportionate part of a shorter taxable year. To satisfy
the above ownership requirements and certain other requirements for
qualification as a REIT, our Articles of Incorporation contain a provision
restricting the ownership or acquisition of shares of common stock. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Registrar and Transfer Agent</B></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
American Stock Transfer &amp; Trust Company is the Registrar and Transfer Agent for
the common stock.</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>DESCRIPTION OF WARRANTS</B></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>General</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We may issue, together with
other securities or separately, warrants to purchase our common stock or
preferred stock. We will issue the warrants under warrant agreements to be
entered into between us and a warrant agent, or as shall be set forth in the
applicable prospectus supplement. The warrant agent will act solely as our agent
in connection with the warrants of the series being offered and will not assume
any obligation or relationship of agency or trust for or with any holders or
beneficial owners of warrants. The applicable prospectus supplement will
describe the following terms, where applicable, of warrants in respect of which
this prospectus is being delivered: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>&#149; </TD>
<TD WIDTH=85%>
the title of warrants;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>&#149; </TD>
<TD WIDTH=85%>
the designation, amount and terms of the securities for which the warrants are
exercisable and the procedures and conditions relating to the exercise of the
warrants;</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>&#149; </TD>
<TD WIDTH=85%>
the designation and terms of the other securities, if any, with which the
warrants are to be issued and the number of warrants issued with such security;</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>&#149; </TD>
<TD WIDTH=85%>
the price or prices at which the warrants will be issued;</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>&#149; </TD>
<TD WIDTH=85%>
the aggregate number of warrants;</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>&#149; </TD>
<TD WIDTH=85%>
any provisions for adjustment of the number or amount of securities receivable
upon exercise of the warrants or the exercise price of the warrants;</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>&#149; </TD>
<TD WIDTH=85%>
the price or prices at which the securities purchasable upon exercise of the
warrants may be purchased;</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>&#149; </TD>
<TD WIDTH=85%>
if applicable, the date on and after which the warrants and the securities
purchasable upon exercise of the warrants will be separately transferable;</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>&#149; </TD>
<TD WIDTH=85%>
if applicable, a discussion of the material United States federal income tax
considerations applicable to the exercise of the warrants;</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>&#149; </TD>
<TD WIDTH=85%>
any other terms of the warrants, including terms, procedures and limitations
relating to the exchange and exercise of the warrants;</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>&#149; </TD>
<TD WIDTH=85%>
the date on which the right to exercise the warrants will commence, and the date
on which the right will expire;</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>&#149; </TD>
<TD WIDTH=85%>
the maximum or minimum number of warrants which may be exercised at any time;
and</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>&#149; </TD>
<TD WIDTH=85%>
information with respect to book-entry procedures, if any.</TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Pursuant to this prospectus
we also may issue warrants to underwriters or agents as additional compensation
in connection with a distribution of our securities. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Exercise of Warrants</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Each warrant will entitle
the holder thereof to purchase for cash the number of shares of preferred stock
or common stock at the exercise price as will in each case be set forth in, or
be determinable as set forth in, the applicable prospectus supplement. Warrants
may be exercised at any time up to the close of business on the expiration date
set forth in the applicable prospectus supplement. After the close of business
on the expiration date, unexercised warrants will become void. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Warrants may be exercised
as set forth in the applicable prospectus supplement relating to those warrants.
Upon receipt of payment and the warrant certificate properly completed and duly
executed at the corporate trust office of the warrant agent or any other office
indicated in the applicable prospectus supplement, we will, as soon as
practicable, forward the purchased securities. If less than all of the warrants
represented by the warrant certificate are exercised, a new warrant certificate
will be issued for the remaining warrants. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>DESCRIPTION OF STOCK PURCHASE CONTRACTS</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We may issue stock purchase
contracts, which are contracts obligating holders to purchase from or sell to
us, and obligating us to purchase from or sell to the holders, a specified
number of shares of our common stock at a future date or dates. The price per
share of common stock may be fixed at the time the stock purchase contracts are
issued or may be determined by reference to a specific formula contained in the
stock purchase contracts. We may issue stock purchase contracts in such amounts
and in as many distinct series as we wish. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The prospectus supplement may contain, where applicable, the following
information about the stock purchase contracts issued under it: </FONT></P>


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<TD WIDTH=5% ALIGN=LEFT>&#149; </TD>
<TD WIDTH=85%>
whether the stock purchase contracts obligate the holder to purchase or sell, or
both purchase and sell, our common stock and the nature and amount of common
stock, or the method of determining that amount;</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>&#149; </TD>
<TD WIDTH=85%>
whether the stock purchase contracts are to be prepaid or not;</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>&#149; </TD>
<TD WIDTH=85%>
whether the stock purchase contracts are to be settled by delivery, or by
reference or linkage to the value, performance or level of our common stock;</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>&#149; </TD>
<TD WIDTH=85%>
any acceleration, cancellation, termination or other provisions relating to the
settlement of the stock purchase contracts; and</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>&#149; </TD>
<TD WIDTH=85%>
whether the stock purchase contracts will be issued in fully registered or
global form.</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The applicable prospectus
supplement will describe the terms of any stock purchase contracts. The
preceding description and any description of stock purchase contracts in the
applicable prospectus supplement does not purport to be complete and is subject
to and is qualified in its entirety by reference to the stock purchase contract
agreement and, if applicable, collateral arrangements and depository
arrangements relating to such stock purchase contracts. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>DESCRIPTION OF UNITS</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We may issue units comprised of one or more of the other securities described in
this prospectus in any combination. Each unit will be issued so that the holder
of the unit is also the holder of each security included in the unit. Thus, the
holder of a unit will have the rights and obligations of a holder of each
included security. The unit agreement under which a unit is issued may provide
that the securities included in the unit may not be held or transferred
separately, at any time or at any time before a specified date. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The applicable prospectus supplement may describe:</FONT></P>


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<TD WIDTH=85%>
the designation and terms of the units and of the securities comprising the
units, including whether and under what circumstances those securities may be
held or transferred separately;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>&#149; </TD>
<TD WIDTH=85%>
any provisions for the issuance, payment, settlement, transfer or exchange of
the units or of the securities comprising the units; and</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>&#149; </TD>
<TD WIDTH=85%>
whether the units will be issued in fully registered or global form.</TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The applicable prospectus supplement will describe the terms of any units. The
preceding description and any description of units in the applicable prospectus
supplement does not purport to be complete and is subject to and is qualified in
its entirety by reference to the unit agreement and, if applicable, collateral
arrangements and depositary arrangements relating to such units. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>PLAN OF DISTRIBUTION</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We may sell the securities
to one or more underwriters for public offering and sale by them or may sell the
securities to investors directly or through agents. We will name, in the
applicable prospectus supplement, any such underwriter or agent involved in the
offer and sale of the securities. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Underwriters may offer and
sell the securities at a fixed price or prices, which may be changed, at prices
related to the prevailing market prices at the time of sale or at negotiated
prices. We may, from time to time, authorize underwriters acting as our agents
to offer and sell the securities upon the terms and conditions as are set forth
in the applicable prospectus supplement. In connection with the sale of
securities, underwriters may be deemed to have received compensation from us in
the form of underwriting discounts or commissions and may also receive
commissions from purchasers of securities for whom they may act as agent.
Underwriters may sell securities to or through dealers, and such dealers may
receive compensation in the form of discounts, concessions or commissions from
the underwriters and/or commissions from the purchasers for whom they may act as
agent. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We will set forth in the
applicable prospectus supplement any underwriting compensation we pay to
underwriters or agents in connection with the offering of securities, and any
discounts, concessions or commissions allowed by underwriters to participating
dealers. Underwriters, dealers and agents participating in the distribution of
the securities may be deemed to be underwriters, and any discounts and
commissions received by them and any profit realized by them on resale of the
securities may be deemed to be underwriting discounts and commissions, under the
Securities Act. Underwriters, dealers and agents may be entitled, under
agreements entered into with us, to indemnification against and contribution
toward certain civil liabilities, including liabilities under the Securities
Act. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Underwriters or agents in
any distribution, including a distribution that takes the form of an
at-the-market offering, may include UBS Securities LLC. To the extent that we
make sales to or through one or more of the named underwriters or agents in
at-the-market offerings, we will do so pursuant to the terms of a distribution
agreement between us and the underwriters or agents. If we engage in
at-the-market sales pursuant to a distribution agreement, we will issue and sell
shares of our common stock to or through one or more of the named underwriters
or agents, which may act on an agency basis or on a principal basis. During the
term of any such agreement, we may sell shares on a daily basis in exchange
transactions or otherwise as we agree with the underwriters or agents. The
distribution agreement will provide that any shares of our common stock sold
will be sold at prices related to the then prevailing market prices for our
securities. Therefore, exact figures regarding proceeds that will be raised or
commissions to be paid are impossible to determine and will be described in a
prospectus supplement. Pursuant to the terms of the distribution agreement, we
also may agree to sell, and the relevant underwriters or dealers may agree to
solicit offers to purchase, blocks of our common stock. The terms of each such
distribution agreement will be set forth in more detail in a prospectus
supplement to this prospectus. To the extent that any named underwriter or agent
acts as principal pursuant to the terms of a distribution agreement, or if we
offer to sell shares of our common stock through another broker-dealer acting as
underwriter, then such named underwriter may engage in certain transactions that
stabilize, maintain or otherwise affect the price of our common stock. We will
describe any such activities in the prospectus supplement relating to the
transaction. To the extent that any named broker dealer or agent acts as agent
on a best efforts basis pursuant to the terms of a distribution agreement, such
broker dealer or agent will not engage in any such stabilization transactions. </FONT></P>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If the applicable prospectus supplement so indicates, we will authorize dealers
acting as our agents to solicit offers by certain institutions to purchase
securities from them at the public offering price set forth in such prospectus
supplement pursuant to Delayed Delivery Contracts ("Contracts") providing for
payment and delivery on the date or dates stated in such prospectus supplement.
Each Contract will be for an amount not less than, and the aggregate principal
amount of securities sold pursuant to Contracts shall be equal to, the
respective amounts stated in the applicable prospectus supplement. Institutions
with whom Contracts, when authorized, may be made include commercial and savings
banks, insurance companies, pension funds, investment companies, educational and
charitable institutions, and other institutions but will in all cases be subject
to our approval. Contracts will not be subject to any conditions except (a) the
purchase by an institution of the securities covered by its Contracts shall not
at the time of delivery be prohibited under the laws of any jurisdiction in the
United States to which such institution is subject, and (b) if the securities
are being sold to underwriters, we shall have sold to such underwriters the
total principal amount of the securities less the principal amount thereof
covered by Contracts. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
In the ordinary course of business, certain of the underwriters and their
affiliates may be customers of, engage in transactions with and perform services
for us. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>LEGAL MATTERS</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Stroock &amp; Stroock &amp; Lavan LLP of New York, New York will pass upon the
validity of the issuance of the securities offered hereby for us. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>EXPERTS</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The consolidated financial
statements of Cedar Shopping Centers, Inc. appearing in Cedar Shopping Centers,
Inc.'s Annual Report (Form 10-K) for the year ended December 31, 2004 (including
schedule appearing therein), and Cedar Shopping Centers, Inc. management's
assessment of the effectiveness of internal control over financial reporting as
of December 31, 2004 included therein, and the statement of revenues and certain
expenses of Brickyard Shopping Plaza for the year ended June 30, 2004 appearing
in our Current Report on Form 8-K/A dated February 11, 2005 have been audited by
Ernst &amp; Young LLP, independent registered public accounting firm, as set
forth in its reports thereon, incorporated by reference therein, and incorporated herein by
reference. Such financial statements and management's assessment have been
incorporated herein by reference in reliance upon such reports given on the
authority of such firm as experts in accounting and auditing. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>WHERE YOU CAN FIND MORE INFORMATION</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We file reports, proxy
statements and other information with the SEC. You may inspect and copy any
document that we file at the public reference rooms maintained by the SEC in
Washington, D.C., New York, New York and Chicago, Illinois. Any documents we
file may also be available at the SEC's site on the World Wide Web located at
http://www.sec.gov. For a fee you can obtain the documents by mail from the
Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We have filed with the SEC
a Registration Statement on Form S-3 under the Securities Act of 1933. This
prospectus does not contain all of the information set forth in the registration
statement. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>[Sales Agreement Prospectus]<BR>
Subject to Completion<BR>
Preliminary Prospectus dated June 7, 2005</FONT></P>


<P ALIGN=CENTER><FONT SIZE=3><B>CEDAR SHOPPING CENTERS, INC.</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>2,000,000 SHARES OF COMMON STOCK</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
This prospectus relates to
the issuance and sale of up to 2,000,000 shares of our common stock from time to
time through Brinson Patrick Securities Corporation, as our sales manager. These
sales, if any, will be made pursuant to a sales agreement between us and the
sales manager, a copy of which has been filed as an exhibit to the registration
statement of which this prospectus is a part. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Our common stock trades on
the New York Stock Exchange under the symbol "CDR." We will make any
sales of our common stock under this prospectus, if any, on or through the
facilities of the New York Stock Exchange, to our through market makers, or to
or through an electronic communications network, at prices prevailing at the
time of sale, or in any other manner permitted by law (including, without
limitation, privately negotiated transactions). We will make these sales through
the sales manager on a best efforts basis. On June __, 2005, the closing price
of our common stock as reported was $___________ per share. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The compensation to the
sales manager for sales of our common stock shall be at a fixed commission rate
of 3% of the gross sales price per share of common stock sold. In connection
with the sale of common stock on our behalf, the sales manager will be deemed to
be an "underwriter" within the meaning of the Securities Act, and the
compensation of the sales manager may be deemed to be underwriting commissions
or discounts. We have agreed to provide indemnification and contribution to the
sales manager against certain liabilities, including liabilities under the
Securities Act. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>You should carefully read and consider the risk factors beginning on page 4
in this prospectus and in our periodic reports and other information that we
file with the Securities and Exchange Commission before investing in our
securities.</B> </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Neither the Securities and
Exchange Commission nor any state securities commission has approved or
disapproved of these securities or passed upon the accuracy or adequacy of this
prospectus. Any representation to the contrary is a criminal offense. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>The date of this prospectus is June ___, 2005.</FONT></P>

<HR SIZE=1 NOSHADE WIDTH=25% ALIGN=CENTER>

<P ALIGN=CENTER><FONT SIZE=3><B>["Plan of Distribution" section for Sales
Agreement Prospectus]</B></FONT></P>

<P><FONT SIZE=3><B>[The "Plan of Distribution" section in the Sales Agreement
Prospectus will be identical in all respects to the "Plan of Distribution"
section in the Basic Prospectus, except for the addition of the following
language"]</B> </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>PLAN OF DISTRIBUTION</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We may sell up to 2,000,000
shares of common stock from time to time through Brinson Patrick Securities
Corporation, as sales manager. These sales, if any, will be made pursuant to a
sales agreement between us and the sales manager, a copy of which has been filed
as an exhibit to this registration statement of which this prospectus is a part.
Sales of our common stock under this prospectus, if any, will be made on or
through the facilities of the New York Stock Exchange, to or through a market
maker, or to or through an electronic communications network, at prices
prevailing at the time of the sale, or any other manner permitted by law
(including, without limitation, privately negotiated transactions). These sales
will be made by the sales manager on a best effort basis. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The compensation to the
sales manager for sales of our common stock shall be at a fixed commission rate
of 3% of the gross sales price per share of common stock sold. In connection
with the sale of common stock on our behalf, the sales manager will be deemed to
be an "underwriter" within the meaning of the Securities Act, and the
compensation of the sales manager may be deemed to be underwriting commissions
or discounts. We have agreed to provide indemnification and contribution to the
sales manager against liabilities, including liabilities under the Securities
Act. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The following table shows
the public offering price, underwriting commissions and proceeds, before
expenses, to us, assuming all 2,000,000 shares of common stock are sold at
$______ per share, the closing price of our common stock on the New York Stock
Exchange on ________________, 2005. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=40% ALIGN=LEFT> </TD>
<TD WIDTH=25% ALIGN=CENTER>
Per share of<BR>
<U>common stock</U>* </TD>
<TD WIDTH=25% ALIGN=CENTER><BR>
<U>Total</U>* </TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=40% ALIGN=LEFT>
Public offering price<BR>
Underwriting commissions (3%)<BR>
Proceeds, before expenses, to us</TD>
<TD WIDTH=25% ALIGN=LEFT>
$<BR>
$<BR>
$
 </TD>
<TD WIDTH=25% ALIGN=LEFT>
$<BR>
$<BR>
$
 </TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3>*This is an offering that
will be made, if at all, from time to time at the then-prevailing market prices.
Therefore, there can be no assurances that the public offering price,
underwriting commissions, and proceeds, before expenses, will be as set forth
above. The commissions are computed based upon the highest applicable rate under
the sales agreement. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The expenses of the offering, not including underwriting commissions, are
estimated at $100,000 and are payable by us. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>PART II<BR>
<BR>
INFORMATION NOT REQUIRED IN PROSPECTUS</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Item 14.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp; Other Expenses of Issuance and Distribution.</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The following sets forth the estimated expenses in connection with the issuance
and distribution of the securities being registered hereby, other than
underwriting discounts and commissions, all of which will be borne by the
Registrant: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=40%>
Securities and Exchange Commission registration fee<BR>
NASD fee<BR>
Printing and engraving expenses<BR>
Legal fees and expenses<BR>
Accounting fees and expenses<BR>
Blue Sky fees and expenses<BR>
Miscellaneous expenses<BR>
<BR>
Total
 </TD>
<TD WIDTH=10% ALIGN=RIGHT>
$&nbsp; 55,356<BR>
47,532<BR>
5,000<BR>
50,000<BR>
25,000<BR>
5,000<BR>
2,112<BR>
<BR>
$190,000 </TD>
<TD WIDTH=40% ALIGN=LEFT> </TD>
</TR>
</TABLE>
<BR>


<P ALIGN=LEFT><FONT SIZE=3><B>Item 15.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Indemnification of Directors and Officers.</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
We are a Maryland
corporation. Our Articles of Incorporation contain a provision limiting the
liability of the directors and officers to the fullest extent permitted by
Section 5-349 of the Courts and Judicial Proceedings Code of Maryland. Our
Articles of Incorporation also contain a provision permitted under Maryland
General Corporation Law eliminating (with limited exceptions) each director's
personal liability for monetary damages for breach of any duty as a director. In
addition, our Articles of Incorporation and Bylaws allow us to indemnify our
directors and officers from certain liabilities and expenses, as well as
advancement of costs, expenses and attorneys' fees, to the fullest extent
permitted under Maryland General Corporation Law. Such rights are contract
rights fully enforceable by each beneficiary thereof, and are in addition to,
and not exclusive of, any other right to indemnification. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B>Item 16. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibits.</B></FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>1.1 </TD>
<TD WIDTH=5% ALIGN=LEFT>&#151; </TD>
<TD WIDTH=85%>
Form of Underwriting Agreement. (1)</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>1.2 </TD>
<TD WIDTH=5% ALIGN=LEFT>&#151; </TD>
<TD WIDTH=85%>
Sales Agreement between Brinson Patrick Securities Corporation and Cedar
Shopping Centers, Inc.</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>4.1 </TD>
<TD WIDTH=5% ALIGN=LEFT>&#151; </TD>
<TD WIDTH=85%>Form of Designating Amendment for Preferred Stock. (1)
</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>4.2  </TD>
<TD WIDTH=5% ALIGN=LEFT>&#151; </TD>
<TD WIDTH=85%>Form of Preferred Stock Certificate. (1)
</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>4.3  </TD>
<TD WIDTH=5% ALIGN=LEFT>&#151; </TD>
<TD WIDTH=85%>Form of Deposit Agreement. (1)
</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>4.4   </TD>
<TD WIDTH=5% ALIGN=LEFT>&#151; </TD>
<TD WIDTH=85%>
Form of Warrant. (1)</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>4.5  </TD>
<TD WIDTH=5% ALIGN=LEFT>&#151; </TD>
<TD WIDTH=85%>Form of Stock Purchase Contract Agreement. (1)
</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>4.6  </TD>
<TD WIDTH=5% ALIGN=LEFT>&#151; </TD>
<TD WIDTH=85%>Form of Unit Agreement. (1)
</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>5 </TD>
<TD WIDTH=5% ALIGN=LEFT>&#151; </TD>
<TD WIDTH=85%>
Opinion of Stroock &amp; Stroock &amp; Lavan LLP as to the legality of the
Securities.</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>23.1 </TD>
<TD WIDTH=5% ALIGN=LEFT>&#151; </TD>
<TD WIDTH=85%>
Consent of Stroock &amp; Stroock &amp; Lavan LLP (included in Exhibit 5).</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>23.2  </TD>
<TD WIDTH=5% ALIGN=LEFT>&#151; </TD>
<TD WIDTH=85%>
Consent of Ernst &amp; Young LLP.</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>24  </TD>
<TD WIDTH=5% ALIGN=LEFT>&#151; </TD>
<TD WIDTH=85%>
Power of attorney (included on signature page of this Registration Statement).</TD>
</TR>
</TABLE>

<P>__________________________________</P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>(1)<BR>
<BR>
(1)<BR>
<BR>
(1)<BR>
<BR>
(1)<BR>
<BR>
(1)<BR>
<BR>
(1)<BR>
<BR>
(1)<BR>
 </TD>
<TD WIDTH=95%>
To be incorporated by reference in connection with the offering of these securities.<BR>
<BR>
To be incorporated by reference in connection with the offering of these securities.<BR>
<BR>
To be incorporated by reference in connection with the offering of these securities.<BR>
<BR>
To be incorporated by reference in connection with the offering of these securities.<BR>
<BR>
To be incorporated by reference in connection with the offering of these securities.<BR>
<BR>
To be incorporated by reference in connection with the offering of these securities.<BR>
<BR>
To be incorporated by reference in connection with the offering of these securities.
</TD>
</TR>
</TABLE>
<BR>


<P ALIGN=LEFT><FONT SIZE=3><B>Item 17.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Undertakings.</B></FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(a) </TD>
<TD WIDTH=90%>
The undersigned Registrant hereby undertakes:</TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(1) </TD>
<TD WIDTH=90%> To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(i) </TD>
<TD WIDTH=85%>
To include any prospectus required by Section 10(a)(3) of the Securities Act;
</TD>
</TR>
</TABLE>
<BR>



<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(ii) </TD>
<TD WIDTH=85%>
To reflect in the prospectus any facts or events arising after the effective
date of the Registration Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(iii) </TD>
<TD WIDTH=85%>
To include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement.</TD>
</TR>
</TABLE>
<BR>



<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT SIZE=3>
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(2)  </TD>
<TD WIDTH=90%>
That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.</TD>
</TR>
</TABLE>
<BR>



<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(3)  </TD>
<TD WIDTH=90%>
To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(b)   </TD>
<TD WIDTH=90%>
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(c)  </TD>
<TD WIDTH=90%>
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. If a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(d) </TD>
<TD WIDTH=90%>
The undersigned Registrant hereby undertakes that:</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(1) </TD>
<TD WIDTH=90%>
For purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>(2)  </TD>
<TD WIDTH=90%>
For the purpose of determining any liability under the Securities Act, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.</TD>
</TR>
</TABLE>
<BR>


<P ALIGN=CENTER><FONT SIZE=3><B>SIGNATURES</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Port Washington, State of New York, on May 31, 2005.
</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT> </TD>
<TD WIDTH=50%>
CEDAR SHOPPING CENTERS, INC.<BR>
<BR>
<BR>
By: <U>&nbsp;/s/ Leo S. Ullman
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Leo S. Ullman<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Chairman of the Board</TD>
</TR>
</TABLE>
<BR>



<P ALIGN=CENTER><FONT SIZE=3><B>POWER OF ATTORNEY</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Leo S. Ullman, Brenda J. Walker and Thomas J. O'Keeffe,
and each of them, his true and lawful attorneys-in-fact and agents with full
power of substitution and resubstitution for him and in his name, place and
stead, in any and all capacities, to sign any or all amendments (including
post-effective amendments) of and supplements to this Registration Statement and
any Registration Statement relating to any offering made pursuant to this
Registration Statement that is to be effective upon filing pursuant to Rule
462(b) under the Securities Act, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto such attorneys-in-fact and agents and each of
them full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, to all intents and
purposes and as fully as they might or could do in person, hereby ratifying and
confirming all that such attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Signature</U></B> </TD>
<TD WIDTH=40% ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Title</U></B>  </TD>
<TD WIDTH=20% ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Date</U> </B></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT><U>&nbsp;/s/ Leo S. Ullman</U><BR>
Leo S. Ullman  </TD>
<TD WIDTH=40%>
Chairman of the Board and Chief Executive<BR>
Officer (Principal Executive Officer)
 </TD>
<TD WIDTH=20% ALIGN=LEFT>May 31, 2005 </TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT><U>&nbsp;/s/ Thomas J. O'Keeffe</U><BR>
Thomas J. O'Keeffe  </TD>
<TD WIDTH=40%>Principal Financial Officer </TD>
<TD WIDTH=20% ALIGN=LEFT>May 31, 2005 </TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT><U>&nbsp;/s/ Gaspare J. Saitta, II</U><BR>
Gaspare J. Saitta, II  </TD>
<TD WIDTH=40%>Principal Accounting Officer  </TD>
<TD WIDTH=20% ALIGN=LEFT>May 31, 2005 </TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</U><BR>
James J. Burns  </TD>
<TD WIDTH=40%>Director  </TD>
<TD WIDTH=20% ALIGN=LEFT>May __, 2005 </TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT><U>&nbsp;/s/ Richard Homburg</U><BR>
Richard Homburg  </TD>
<TD WIDTH=40%>Director  </TD>
<TD WIDTH=20% ALIGN=LEFT>May 31, 2005 </TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT><U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</U><BR>
J.A.M.H. der Kinderen  </TD>
<TD WIDTH=40%>Director  </TD>
<TD WIDTH=20% ALIGN=LEFT>May __, 2005 </TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT><U>&nbsp;/s/ Everett B. Miller, III</U><BR>
Everett B. Miller, III  </TD>
<TD WIDTH=40%>Director  </TD>
<TD WIDTH=20% ALIGN=LEFT>May 31, 2005 </TD>
</TR>
</TABLE>
<BR>



<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT><U>&nbsp;/s/ Brenda J. Walker</U><BR>
Brenda J. Walker  </TD>
<TD WIDTH=40%>Director  </TD>
<TD WIDTH=20% ALIGN=LEFT>May 31, 2005 </TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT><U>&nbsp;/s/ Roger M. Widmann</U><BR>
Roger M. Widmann  </TD>
<TD WIDTH=40%>Director  </TD>
<TD WIDTH=20% ALIGN=LEFT>May 31, 2005 </TD>
</TR>
</TABLE>
<BR>


<P ALIGN=CENTER><FONT SIZE=3><B>EXHIBIT INDEX</B></FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15% ALIGN=LEFT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Exhibits</U></B> </TD>
<TD WIDTH=75%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;<B><U>Description</U></B>
</TD>
<TD WIDTH=10% ALIGN=LEFT><B><U>Page</U></B> </TD>
</TR>
</TABLE>
<BR>





<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>1.1 </TD>
<TD WIDTH=5% ALIGN=LEFT>&#151; </TD>
<TD WIDTH=85%>
Form of Underwriting Agreement. (1)</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>1.2 </TD>
<TD WIDTH=5% ALIGN=LEFT>&#151; </TD>
<TD WIDTH=85%>
Sales Agreement between Brinson Patrick Securities Corporation and Cedar
Shopping Centers, Inc.</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>4.1 </TD>
<TD WIDTH=5% ALIGN=LEFT>&#151; </TD>
<TD WIDTH=85%>Form of Designating Amendment for Preferred Stock. (1)
</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>4.2  </TD>
<TD WIDTH=5% ALIGN=LEFT>&#151; </TD>
<TD WIDTH=85%>Form of Preferred Stock Certificate. (1)
</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>4.3  </TD>
<TD WIDTH=5% ALIGN=LEFT>&#151; </TD>
<TD WIDTH=85%>Form of Deposit Agreement. (1)
</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>4.4   </TD>
<TD WIDTH=5% ALIGN=LEFT>&#151; </TD>
<TD WIDTH=85%>
Form of Warrant. (1)</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>4.5  </TD>
<TD WIDTH=5% ALIGN=LEFT>&#151; </TD>
<TD WIDTH=85%>Form of Stock Purchase Contract Agreement. (1)
</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>4.6  </TD>
<TD WIDTH=5% ALIGN=LEFT>&#151; </TD>
<TD WIDTH=85%>Form of Unit Agreement. (1)
</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>5 </TD>
<TD WIDTH=5% ALIGN=LEFT>&#151; </TD>
<TD WIDTH=85%>
Opinion of Stroock &amp; Stroock &amp; Lavan LLP as to the legality of the
Securities.</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>23.1 </TD>
<TD WIDTH=5% ALIGN=LEFT>&#151; </TD>
<TD WIDTH=85%>
Consent of Stroock &amp; Stroock &amp; Lavan LLP (included in Exhibit 5).</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>23.2  </TD>
<TD WIDTH=5% ALIGN=LEFT>&#151; </TD>
<TD WIDTH=85%>
Consent of Ernst &amp; Young LLP.</TD>
</TR>
</TABLE>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=5% ALIGN=LEFT>24  </TD>
<TD WIDTH=5% ALIGN=LEFT>&#151; </TD>
<TD WIDTH=85%>
Power of attorney (included on signature page of this Registration Statement).</TD>
</TR>
</TABLE>
<BR>

<P>_________________</P>
<P><FONT SIZE=3>*
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To be filed by amendment or as an exhibit to be
incorporated by reference herein in connection with the offering of the relevant
securities.<BR>
<BR>
(1)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; To be incorporated by reference in connection
with the offering of Preferred Stock. </FONT></P>


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<TYPE>EX-1
<SEQUENCE>2
<FILENAME>cedar-ex12_060105.htm
<DESCRIPTION>EX-1.2
<TEXT>
<HTML>
<HEAD>
<TITLE>EX-1.2</TITLE>
</HEAD>
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<BR>
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<P ALIGN=CENTER><FONT SIZE=3><B>CEDAR SHOPPING CENTERS, INC.<BR>
<BR>
DOCS&reg; Financing Program<BR>
<BR>
<BR>
2,000,000 Shares of Common Stock,<BR>
$0.06 par value<BR>
<BR>
<BR>
<BR>
<BR>
<BR>
SALES AGREEMENT<BR>
<BR>
<BR>
<BR>
June 2, 2005</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>THIS
SALES AGREEMENT</B> (the "Agreement") dated as of June 2, 2005<B>
</B>between Brinson Patrick Securities Corporation, having its principal office
at 330 Madison Avenue, 9th Floor, New York, New York 10017 (the
"Sales Manager") and Cedar Shopping Centers, Inc., a corporation
organized and existing under the laws of the State of Maryland<B>
</B>(the&#160;"Company"). </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>WHEREAS</B>,
the Company desires to issue and sell through the Sales Manager up to
2,000,000<B> </B>shares (the "Maximum Amount") of its common stock,
$0.06 par value (the "Stock"), on the terms set forth in Article II
below. The Maximum Amount shall be appropriately adjusted for stock splits and
reverse splits. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IN
CONSIDERATION</B> of the mutual covenants contained in this Agreement, the
Company and the Sales Manager agree as follows: </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>ARTICLE I.<BR>
<BR>
REPRESENTATIONS AND WARRANTIES<BR>
OF THE COMPANY</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1.1 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of this
Agreement, unless the context requires to the contrary, the term
"Company" shall also include all significant subsidiaries (as defined
by Section 1-02 of Regulation S-X) of the Company. The Company represents and
warrants to, and agrees with, the Sales Manager that: </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company meets the requirements for use of
Form S-3 under the Securities Act of 1933, as amended (the "Act"), and the rules
and regulations thereunder ("Rules and Regulations"). A registration statement
on Form S-3 with respect to, among other securities, the Stock, including a form
of prospectus, will be prepared by the Company in conformity with the
requirements of the Act and the Rules and Regulations and will be filed with the
Securities and Exchange Commission (the "Commission"). Such registration
statement and prospectus may be amended or supplemented. Any such amendment or
supplement will be so prepared and filed. In addition, the Company meets the
requirements of the exemption in NASD Rule 2710(b)(7)(C) because it meets the
requirement for use of Form S-3 in effect prior to October 21, 1992 in
connection with a primary offering pursuant to Rule 415 under the Act. No stop
order suspending the effectiveness of such registration statement has been
issued, and no proceeding for that purpose has been instituted or, to the
knowledge of the Company, threatened by the Commission. Copies of such
registration statement and prospectus, any such amendment or supplement and all
documents incorporated by reference therein that were filed with the Commission
prior to the date hereof have been delivered to the Sales Manager. Such
registration statement, as it may have heretofore been or may hereafter be
amended, is referred to herein as the "Registration Statement," and the final
form of prospectus included in the Registration Statement for purposes of offers
and sales of the Stock contemplated herein, as amended or supplemented from time
to time, is referred to herein as the "Prospectus." Any reference herein to the
Registration Statement, the Prospectus, or any amendment or supplement thereto
shall be deemed to refer to and include the documents incorporated (or deemed to
be incorporated) by reference therein, and any reference herein to the terms
"amend," "amendment" or "supplement" with respect to the Registration Statement
or Prospectus shall be deemed to refer to and include the filing after the
execution hereof of any document with the Commission deemed to be incorporated
by reference therein.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (1) Each part of the Registration Statement,
when such part became or becomes effective, and the Prospectus and any amendment
or supplement thereto, on the date of filing thereof with the Commission and at
each Settlement Date (as hereinafter defined), conformed or will conform in all
material respects with the requirements of the Act and the Rules and
Regulations; each part of the Registration Statement, when such part became or
becomes effective, did not or will not contain an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading; and the Prospectus and any
amendment or supplement thereto, on the date of filing thereof with the
Commission and at each Settlement Date, did not or will not include an untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading; except that the foregoing shall not apply to statements in
or omissions from any such document in reliance upon, and in conformity with,
written information furnished to the Company by or on behalf of the Sales
Manager, specifically for use in the Registration Statement, the Prospectus or
any amendment or supplement thereto; (2) if applicable, the Company's principal
executive officer and principal financial officer have each delivered to the
Commission a sworn statement in writing (the "Statement"), in compliance with
SEC Order, <I>File No. 4-460: Order Requiring the Filing of Sworn Statements
Pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934</I>, in the form
of Exhibit A thereto, and have each reviewed the contents of their respective
Statements with the Company's audit committee or, in the absence of such a
committee, the independent members of the Company's board of
directors.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The documents incorporated by reference in the
Registration Statement or the Prospectus, or any amendment or supplement
thereto, when they were or are filed with the Commission under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), conformed or will conform
in all material respects with the requirements of the Act or the Exchange Act,
as applicable, and the rules and regulations of the Commission
thereunder.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The financial statements of the Company,
together with the related schedules and notes thereto, set forth or included in
the Registration Statement and Prospectus, fairly present the financial
condition of the Company as of the dates indicated and the results of
operations, changes in financial position, stockholders' equity, and cash flows
for the periods therein specified, in conformity with generally accepted
accounting principles consistently applied throughout the periods involved
(except as otherwise stated therein). The summary and selected financial and
statistical data included in the Registration Statement and the Prospectus
present fairly the information shown therein and, to the extent based upon or
derived from the financial statements, have been compiled on a basis consistent
with the financial statements presented therein.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The accountants who certified the financial
statements and the supporting schedules included in the Registration Statement
are and, during the periods covered by their reports, were qualified and
independent public accountants as required by Rule 2-01 of Regulation S-X.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company has been duly organized and is
validly existing as a corporation in good standing under the laws of the State
of Maryland. The Company is duly qualified and in good standing as a foreign
corporation in each jurisdiction in which the character or location of its
assets or properties (owned, leased or licensed) or the nature of its business
makes such qualification necessary (including every jurisdiction in which it
owns or leases real property), except for such jurisdictions where the failure
to so qualify would not have a Material Adverse Effect on the Company. For
purposes of this Agreement, "Material Adverse Effect" means any adverse effect
on the business, operations, properties or financial condition of the Company
that is (either alone or together with all other adverse effects) material to
the Company, and any material adverse effect on the transactions contemplated
under this Agreement or any other agreement or document contemplated hereby or
thereby. Each of the Company's significant subsidiaries is validly existing as a
corporation, limited liability company or partnership, as applicable, in its
respective jurisdiction of formation. Schedule 1.1(f) hereto identifies each of
the Company's subsidiaries that is a significant subsidiary (as defined in
Section 1-02 of Regulation S-X) of the Company. All of the issued and
outstanding capital stock, limited liability company interests or partnership
interests, as applicable, of each significant subsidiary has been duly
authorized and validly issued, is fully paid and nonassessable and (except as
otherwise disclosed in the Registration Statement and the Prospectus) is owned
by the Company, directly or indirectly, free and clear of any security interest,
mortgage, pledge, lien, encumbrance, claim or equity. Except as disclosed in the
Registration Statement and the Prospectus, the Company does not own, lease or
license any asset or property or conduct any business outside the United States
of America. The Company has all requisite corporate power and authority and all
necessary authorizations, approvals, consents, orders, licenses, certificates
and permits of and from all governmental orders or regulatory bodies or any
other person or entity, to own, lease, license and operate its assets and
properties and conduct its business as now being conducted and as described in
the Registration Statement and the Prospectus; except for such authorizations,
approvals, consents, orders, licenses, certificates and permits the absence of
which would not have a Material Adverse Effect; and no such authorization,
approval, consent, order, license, certificate or permit contains a materially
burdensome restriction other than as disclosed in the Registration Statement and
the Prospectus.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company has good and marketable title to,
or leasehold interests in, all properties and assets (including, without
limitation, mortgaged assets) as described in the Registration Statement and the
Prospectus owned by the Company, free and clear of all liens, charges,
encumbrances or restrictions, except such as are described in the Registration
Statement and the Prospectus and except such as would not have a Material
Adverse Effect on the Company. The Company has such consents, easements,
rights-of-way or licenses (collectively, "rights-of-way") from any person as are
necessary to conduct its business in the manner described in the Registration
Statement, except for those which if not obtained would not, singly or in the
aggregate, have a Material Adverse Effect on the Company, and none of such
rights-of-way contains any restriction that is materially burdensome to the
Company.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The debt financing employed by the Company to
acquire its portfolio of mortgage assets is not convertible into shares of
common stock of the Company or other equity interests in the Company.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; There is no litigation or governmental or
other proceeding or investigation before any court or before or by any public
body or board pending or, to the knowledge of the Company, threatened against,
or involving the assets, properties or businesses of the Company which would
materially adversely affect the value or the operation of any such assets or
otherwise have a Material Adverse Effect on the Company except as described in
the Registration Statement.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company maintains insurance (issued by
insurers of recognized financial responsibility) of the types and in the amounts
generally deemed adequate for its businesses and, to the knowledge of the
Company, consistent with insurance coverage maintained by similar companies in
similar businesses, including, but not limited to, insurance covering real and
personal property owned or leased by the Company against theft, damage,
destruction, acts of vandalism and all other risks customarily insured against,
all of which insurance is in full force and effect.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(k)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Subsequent to the respective dates as of which
information is given in the Registration Statement and the Prospectus, except as
described therein, (i) there has not been any material adverse change in the
assets or properties, business, results of operations, or condition (financial
or otherwise) of the Company, whether or not arising from transactions in the
ordinary course of business; (ii) the Company has not sustained any material
loss or interference with its assets, businesses or properties (whether owned or
leased) from fire, explosion, earthquake, flood or other calamity, whether or
not covered by insurance, or from any labor dispute or any court or legislative
or other governmental action, order or decree; (iii) since the date of the
latest balance sheet, included or incorporated by reference in the Registration
Statement and the Prospectus, except as reflected therein, the Company has not
undertaken any liability or obligation, direct or contingent, except such
liabilities or obligations undertaken in the ordinary course of business; and
(iv) there has not been any transaction that is material to the Company, except
transactions in the ordinary course of business or as otherwise disclosed in the
Registration Statement and the Prospectus.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(l)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; There is no document or contract of a
character required to be described in the Registration Statement or the
Prospectus or to be filed as an exhibit to the Registration Statement that is
not described or filed as required. Each document, instrument, contract and
agreement of the Company described in the Registration Statement or the
Prospectus or incorporated by reference therein or listed as exhibits to the
Registration Statement is in full force and effect and is valid and enforceable
by and against the Company in accordance with their terms, assuming the due
authorization, execution and delivery thereof by each of the other parties
thereto except as otherwise disclosed in the Registration Statement or
Prospectus. The Company is not, nor to the knowledge of the Company is any other
party, in default in the observance or performance of any term or obligation to
be performed by it under any such agreement, and no event has occurred which
with notice or lapse of time or both would constitute such a default, which
default or event would have a Material Adverse Effect. No default exists, and no
event has occurred which with notice or lapse of time or both would constitute a
default, in the due performance and observance of any term, covenant or
condition, by the Company of any other agreement or instrument to which the
Company is a party or by which it or its properties or business may be bound or
affected, which default or event would have a Material Adverse Effect.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(m)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company is not in violation of any term or
provision of its charter, by-laws or operating agreement, as applicable. The
Company is not in violation of any franchise, license, permit, judgment, decree,
order, statute, rule or regulation, where the consequences of such violation
would have a Material Adverse Effect.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(n)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Neither the execution, delivery and
performance of this Agreement by the Company nor the consummation of any of the
transactions contemplated hereby (including, without limitation, the issuance
and sale by the Company of the Stock) will give rise to a right to terminate or
accelerate the due date of any payment due under, or conflict with or result in
the breach of any term or provision of, or constitute a default (or an event
which with notice or lapse of time or both would constitute a default) under, or
require any consent or waiver under, or result in the execution or imposition of
any lien, charge, encumbrance, claim, security interest, restriction or defect
upon any properties or assets of the Company pursuant to the terms of, any
indenture, mortgage, deed of trust or other agreement or instrument to which the
Company is a party or by which the Company is bound, or any of its properties or
businesses are bound, or any franchise, license, permit, judgment, decree,
order, statute, rule or regulation applicable to the Company or violate any
provision of the charter or by-laws of the Company, except for such consents or
waivers which have already been obtained and are in full force and
effect.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(o)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All of the outstanding shares of common stock
of the Company have been duly authorized and validly issued and are fully paid
and nonassessable and none of such shares were issued in violation of any
preemptive or other similar right. The Stock, when issued and sold pursuant to
this Agreement, will be duly authorized and validly issued, fully paid and
nonassessable and will not be issued in violation of any preemptive or other
similar right. Except as disclosed in the Registration Statement and the
Prospectus, there is no outstanding option, warrant or other right calling for
the issuance of, and there is no commitment, plan or arrangement to issue, any
capital stock of the Company or any security convertible into or exercisable or
exchangeable for such capital stock, except for standard dividend reinvestment
plans. The Stock conforms in all material respects to all statements relating
thereto contained in the Registration Statement and the Prospectus.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(p)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Subsequent to the respective dates as of which
information is given in the Registration Statement and the Prospectus, except as
(x) described or referred to therein, or (y) are not material (as to clauses (i)
and (ii) only), are consistent with past practice (as to clauses (i) and (ii)
only), and are publicly disclosed, the Company has not (i) issued any securities
or incurred any liability or obligation, direct or contingent, except such
liabilities or obligations incurred in the ordinary course of business
including, without limitation, debt financing to acquire and develop properties,
(ii) entered into any transaction not in the ordinary course of business or
(iii) except for regular quarterly dividends on its common and preferred stock,
declared or paid any dividend or made any distribution on any shares of its
capital stock or redeemed, purchased or otherwise acquired or agreed to redeem,
purchase or otherwise acquire any shares of its capital stock.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(q)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Except as disclosed in the Registration
Statement and Prospectus, no holder of any security of the Company has the
right, which has not been waived, to have any security owned by such holder
included in the Registration Statement.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(r)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All necessary corporate action has been duly
and validly taken by the Company to authorize the execution, delivery and
performance of this Agreement and the issuance and sale of the Stock by the
Company. This Agreement has been duly and validly authorized, executed and
delivered by the Company and constitutes and will constitute the legal, valid
and binding obligation of the Company, enforceable against the Company in
accordance with its terms. Except for the Registration Statement contemplated by
Section 3.1(a) below (and any "blue sky" filings or Stock Exchange listing
applications to be filed pursuant hereto), each approval, consent, order,
authorization, designation, declaration or filing by or with any regulatory,
administrative or other governmental body necessary in connection with the
execution and delivery by the Company of this Agreement and the consummation of
the transactions contemplated hereby and the issuance and sale of the Stock by
the Company has been obtained or made and is in full force and effect. The
Company will use its best reasonable efforts to cause the Stock to be listed for
trading on the Trading Market. For purposes of this Agreement, the "Trading
Market" is (i) the New York Stock Exchange, Inc., and (ii) each other securities
exchange or market on which the common stock of the Company trades or is
admitted for trading.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(s)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company has not incurred any liability for
a fee, commission or other compensation on account of the employment of a broker
or finder in connection with the transactions contemplated by this Agreement
other than as contemplated hereby or as described in the Registration Statement.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(t)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company is conducting its business in
compliance with all applicable laws, rules and regulations of the jurisdictions
in which it is conducting business, except where the failure to be so in
compliance would not have a Material Adverse Effect.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(u)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; No transaction has occurred between or among
the Company and any of its officers or directors or any affiliate or affiliates
of any such officer or director that is required to be described in and is not
described in the Registration Statement and the Prospectus.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(v)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company has not taken, nor will it take,
directly or indirectly, any action designed to or which might reasonably be
expected to cause or result in, or which has constituted or which might
reasonably be expected to constitute, the stabilization or manipulation of the
price of the common stock of the Company to facilitate the sale or resale of any
of the Stock.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(w)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company has filed all federal, state,
local and foreign tax returns that are required to be filed through the date
hereof (and will file all such tax returns when and as required to be filed
after the date hereof), or has received extensions thereof, and has paid all
taxes shown on such returns to be due on or prior to the date hereof (and will
pay all taxes shown on such returns to be due after the date hereof) and all
assessments received by it to the extent that the same are material and have
become due except where the failure to file such a return or pay such amount
would not have a Material Adverse Effect.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(x)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company has met the qualification
requirements for a "real estate investment trust" during its taxable years
ending on or after December 31, 1999 and its proposed method of operations will
enable it to continue to meet the requirements for qualification and taxation as
a "real estate investment trust" under the Internal Revenue Code of 1986, as
amended (the "Code"), assuming no change in the applicable underlying law. The
Company does not know of any event that would cause or is likely to cause the
Company to fail to qualify as a "real estate investment trust" at any time.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(y)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company is not an "investment company"
within the meaning of the Investment Company Act of 1940, as amended.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(z)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company's systems of internal accounting
controls taken as a whole are sufficient to meet the broad objectives of
internal accounting control insofar as those objectives pertain to the
prevention or detection of errors or irregularities in amounts that would be
material in relation to the Company's financial statements; and, to the best of
the Company's knowledge, neither the Company nor any employee or agent thereof
has made any payment of funds of the Company or received or retained any funds,
and no funds of the Company have been set aside to be used for any payment, in
each case in violation of any law, rule or regulation.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(aa)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company is not involved in any labor
dispute and, to the knowledge of the Company, no such dispute has been
threatened, except for such disputes as would not have a Material Adverse Effect
on the Company, or subject the Company or its shareholders to any material
liability or disability.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(bb)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Except as disclosed in the Registration
Statement or the Prospectus, (i) there has been no storage, disposal,
generation, manufacture, refinement, transportation, handling or treatment of
toxic wastes, hazardous wastes or hazardous substances by the Company or any of
its subsidiaries (or to the knowledge of the Company, any of their predecessors
in interest) at, upon or from any of the property now or previously owned or
leased by the Company or its subsidiaries in violation of any applicable law,
ordinance, rule, regulation, order, judgment, decree or permit or which would
require remedial action under any applicable law, ordinance, rule, regulation,
order, judgment, decree or permit, except for any violation or remedial action
which would not have a Material Adverse Effect; (ii) there has been no material
spill, discharge, leak, emission, injection, escape, dumping or release of any
kind onto such property or into the environment surrounding such property of any
toxic wastes, solid wastes, hazardous wastes or hazardous substances due to or
caused by the Company or any of its subsidiaries, except for any such spill,
discharge, leak emission, injection, escape, dumping or release which would not
have a Material Adverse Effect; and (iii) the terms "hazardous wastes," "toxic
wastes" and "hazardous substances" shall have the meanings specified in any
applicable local, state, federal and foreign laws or regulations with respect to
environmental protection.</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>ARTICLE II.<BR>
<BR>
SALE AND DELIVERY OF SECURITIES</B></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Sale and Delivery of Securities.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On the basis of the representations,
warranties and agreements herein contained, but subject to the terms and
conditions herein set forth, the Company agrees to issue and sell through the
Sales Manager, as agent, and the Sales Manager agrees to sell, as agent for the
Company, on a best efforts basis, up to the Maximum Amount of the Stock during
the term of this Agreement on the terms set forth herein. The Stock will be sold
from time to time as described in the Registration Statement and Prospectus, in
amounts, and subject to price limitations, as directed by the Company and as
agreed to by the Sales Manager.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company or the Sales Manager may, upon
notice to the other party hereto by telephone (confirmed promptly by telecopy),
at any time and from time to time suspend the offering of Stock; provided,
however, that such suspension shall not affect or impair the parties' respective
obligations with respect to the Stock sold hereunder prior to the giving of such
notice.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The compensation to the Sales Manager for
sales of Stock shall be at a fixed commission rate of 3% of the gross sales
price per share for the Stock sold under this Agreement. The remaining proceeds,
after further deduction for any transaction fees imposed by any governmental or
self-regulatory organization in respect to such sale shall constitute the net
proceeds to the Company for such Stock (the "Net Proceeds").</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company shall open and maintain a trading
account (the "Trading Account") at a clearing agent designated by the Sales
Manager to facilitate the transactions contemplated by this Agreement. The
Company shall, with respect to each sale of Stock, effect delivery of the
applicable number of Stock to the Trading Account, on or before the third
business day (or such other day as is industry practice for regular-way trading)
following each sale of the Stock (each, a "Settlement Date"). The Net Proceeds
from the sale of the Stock shall be available in the Trading Account following
the settlement of the sale on the Settlement Date. The Sales Manager's
compensation shall be withheld from the sales proceeds on each Settlement Date
and shall be paid to the Sales Manager.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; At each Settlement Date, the Company shall be
deemed to have affirmed each representation, warranty, covenant and other
agreement contained in this Agreement. Any obligation of the Sales Manager under
this Agreement shall be subject to the continuing accuracy of the
representations and warranties of the Company herein, to the performance by the
Company of its obligations hereunder and to the continuing satisfaction of the
additional conditions specified in Article IV below.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; If the Company shall default on its obligation
to deliver Stock on any Settlement Date, the Company shall (i) hold the Sales
Manager harmless against any loss, claim or damage arising from or as a result
of such default by the Company and (ii) pay the Sales Manager any commission to
which it would otherwise be entitled absent such default.</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>ARTICLE III.<BR>
<BR>
COVENANTS OF THE COMPANY</B></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company covenants and agrees with the
Sales Manager that:</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; As promptly as practicable after the date of
this Agreement, the Company will file a Registration Statement naming the Sales
Manager as an underwriter, to permit sales of the Stock under the Act. The
Company will use its best reasonable efforts to cause such Registration
Statement to become effective as promptly as possible thereafter.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; During the period in which a prospectus
relating to the Stock is required to be delivered under the Act, the Company
will notify the Sales Manager promptly of the time when any subsequent amendment
to the Registration Statement has become effective or any subsequent supplement
to the Prospectus has been filed and of any request by the Commission for any
amendment or supplement to the Registration Statement or the Prospectus or for
additional information; the Company will prepare and file with the Commission,
promptly upon the Sales Manager's reasonable request, any amendments or
supplements to the Registration Statement or Prospectus that, in the Sales
Manager's reasonable opinion, may be necessary or advisable in connection with
the sale of the Stock pursuant to this Agreement; the Company will not file any
amendment or supplement to the Registration Statement or Prospectus (other than
a supplement to the Prospectus that (i) relates solely to the issuance of
securities other than the Stock of the Company and (ii) does not materially
change the information about the Company or its business, operations, properties
or financial condition disclosed in the Registration Statement or Prospectus
previously thereto (an "Excluded Supplement")) unless a copy thereof has been
submitted to the Sales Manager a reasonable period of time before the filing and
the Sales Manager has not reasonably objected thereto; and it will notify the
Sales Manager at the time of filing thereof, when a copy of any document that
upon filing is deemed to be incorporated by reference in the Registration
Statement or Prospectus is filed, which will then be available on the Company's
website at www.cedarshoppingcenters.com (and will furnish to the Sales Manager
any such document that is not available on the Company's website). The Company
will cause each amendment or supplement to the Prospectus to be filed with the
Commission as required pursuant to the applicable paragraph of Rule 424(b) of
the Rules and Regulations or, in the case of any document to be incorporated
therein by reference, to be filed with the Commission as required pursuant to
the Exchange Act, within the time period prescribed.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company will advise the Sales Manager,
promptly after it shall receive notice or obtain knowledge thereof, of the
issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement, of the suspension of the qualification of the Stock for
offering or sale in any jurisdiction, or of the initiation or threatening of any
proceeding for any such purpose; and it will promptly use its best reasonable
efforts to prevent the issuance of any stop order or to obtain its withdrawal if
such a stop order should be issued.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Within the time during which a prospectus
relating to the Stock is required to be delivered under the Act, the Company
will comply with all requirements imposed upon it by the Act and by the Rules
and Regulations, as from time to time in force, so far as necessary to permit
the continuance of sales of or dealings in the Stock as contemplated by the
provisions hereof and the Prospectus. If during such period any event occurs as
a result of which the Prospectus, as then amended or supplemented, would include
an untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances then
existing, not misleading, or if during such period it is necessary to amend or
supplement the Registration Statement or Prospectus to comply with the Act, the
Company will promptly notify the Sales Manager to suspend the offering of Stock
during such period and the Company will amend or supplement the Registration
Statement or Prospectus (at the expense of the Company) so as to correct such
statement or omission or effect such compliance and will use its best reasonable
efforts to have any amendment or supplement to the Registration Statement or
Prospectus declared effective as soon as possible, unless the Company has
reasonable business reasons to defer public disclosure of the relevant
information.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company will use its best reasonable
efforts to qualify the Stock for sale under the securities laws of such
jurisdictions as the Sales Manager designates and to continue such
qualifications in effect so long as required for the sale of the Stock, except
that the Company shall not be required in connection therewith to qualify as a
foreign corporation or to execute a general consent to service of process in any
jurisdiction.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company will furnish to the Sales Manager
and its legal counsel (at the expense of the Company) copies of the Registration
Statement and the Prospectus during the period in which a prospectus relating to
the Stock is required to be delivered under the Act, in each case as soon as
available and in such quantities as the Sales Manager may from time to time
reasonably request and, in the case when the Trading Market is a national
securities exchange, the Company will also furnish copies of the Prospectus to
such exchange in accordance with Rule 153 of the Rules and Regulations.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company will make generally available to
its security holders as soon as practicable, but in any event not later than 15
months after the end of the Company's current fiscal quarter, an earnings
statement (which need not be audited) covering a 12-month period that satisfies
the provisions of Section 11(a) of the Act and Rule 158 of the Rules and
Regulations.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(h)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company, whether or not the transactions
contemplated hereunder are consummated or this Agreement is terminated, will pay
all of its expenses incident to the performance of its obligations hereunder
(including, but not limited to, any transaction fees imposed by any governmental
or self-regulatory organization with respect to transactions contemplated by
this Agreement and any blue sky fees) and will pay the expenses of printing all
documents relating to the offering.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company shall use its best reasonable
efforts to list, subject to notice of issuance, the Stock on each applicable
Trading Market.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(j)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company will apply the Net Proceeds from
the sale of the Stock as set forth in the Prospectus.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(k)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company will not, directly or indirectly,
offer or sell any shares of common stock (other than the Stock) or securities
convertible into or exchangeable for, or any rights to purchase or acquire,
common stock, during the period from the date of this Agreement through the
final Settlement Date for the sale of Stock hereunder without (i) giving the
Sales Manager at least one business day prior written notice specifying the
nature of the proposed sale and the date of such proposed sale and (ii)
suspending activity under this program for such period of time as may reasonably
be determined by agreement of the Company and the Sales Manager; <U>provided</U>,
<U>however</U>, that no such notice and suspension shall be required in connection with
the Company's issuance or sale of (i) shares of common stock pursuant to any
employee or director stock option or benefits plan, stock ownership plan,
dividend reinvestment plan, as such plans may be amended from time to time, and
(ii) common stock issuable upon conversion of securities or the exercise of
warrants, options or other rights in effect or outstanding on the date hereof.
Notwithstanding the foregoing, this paragraph (k) shall not apply during periods
that the Company is neither selling Stock through the Sales Manager nor has
requested the Sales Manager to sell Stock.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(l)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company will, at any time during the term
of this Agreement, as supplemented from time to time, advise the Sales Manager
immediately after it shall have received notice or obtain knowledge thereof, of
any information or fact that would alter or affect any opinion, certificate,
letter and other document provided to the Sales Manager pursuant to Article IV
below.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(m)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Each time that the Registration Statement or
the Prospectus shall be amended or supplemented (other than an Excluded
Supplement), the Company shall (unless the Company is not then selling Stock
through the Sales Manager and has not requested the Sales Manager to sell Stock)
furnish or cause to be furnished to the Sales Manager forthwith a certificate
dated the date of filing with the Commission of such amendment, supplement or
other document, the date of effectiveness of amendment, as the case may be, in
form satisfactory to the Sales Manager to the effect that the statements
contained in the certificates referred to in Section 4.1(f) below that were last
furnished to the Sales Manager are true and correct at the time of such
amendment, supplement, filing, as the case may be, as though made at and as of
such time (except that such statements shall be deemed to relate to the
Registration Statement and the Prospectus as amended and supplemented to such
time) or, in lieu of such certificates, certificates of the same tenor as the
certificates referred to in said Section 4.1(f) below, modified as necessary to
relate to the Registration Statement and the Prospectus as amended and
supplemented to the time of delivery of such certificate.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(n)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Each time that a post-effective amendment to
the Registration Statement is declared effective or the Company files a Form
10-K, and at such other times as may be reasonably requested by the Sales
Manager, the Company shall (unless the Company is not then selling Stock through
the Sales Manager and has not requested the Sales Manager to sell Stock) furnish
or cause to be furnished forthwith to the Sales Manager and to its legal
counsel, a written opinion of Stroock &amp; Stroock &amp; Lavan LLP, counsel to the
Company ("Company Counsel"), or other counsel reasonably satisfactory to the
Sales Manager, dated the date of effectiveness of such amendment or the date of
filing with the Commission of such document, as the case may be, in form and
substance satisfactory to the Sales Manager, of the same tenor as the opinion
referred to in Section 4.1(d) below, but modified as necessary to relate to the
Registration Statement and the Prospectus as amended and supplemented to the
time of delivery of such opinion.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(o)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Each time that the Registration Statement or
the Prospectus shall be amended or supplemented (other than an Excluded
Supplement) to include additional financial information, the Company shall
(unless the Company is not then selling Stock through the Sales Manager and has
not requested the Sales Manager to sell Stock) cause Ernst &amp; Young LLP, or other
independent accountants then retained by the Company, forthwith to furnish to
the Sales Manager a letter, dated the date of effectiveness of such amendment,
or the date of filing of such supplement or other document with the Commission,
as the case may be, in form satisfactory to the Sales Manager, of the same tenor
as the letter referred to in Section 4.1(e) below but modified to relate to the
Registration Statement and the Prospectus, as amended and supplemented to the
date of such letter.</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>ARTICLE IV.<BR>
<BR>
CONDITIONS OF THE SALES MANAGER&#146;S OBLIGATIONS</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The obligations of the
Sales Manager to sell the Stock as provided herein shall be subject to the
accuracy, as of the date hereof, and as of each Settlement Date contemplated
under this Agreement, of the representations and warranties of the Company
herein, to the performance by the Company of its obligations hereunder and to
the following additional conditions: </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Registration Statement contemplated by
Section 3.1(a) above shall have been declared effective. No stop order
suspending the effectiveness of the Registration Statement shall have been
issued and no proceeding for that purpose shall have been instituted or, to the
knowledge of the Company or the Sales Manager, threatened by the Commission, and
any request of the Commission for additional information (to be included in the
Registration Statement or the Prospectus or otherwise) shall have been complied
with to the Sales Manager's reasonable satisfaction.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Sales Manager shall not have advised the
Company that the disclosures in the Registration Statement or the Prospectus are
not reasonably acceptable to the Sales Manager.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Except as contemplated in the Prospectus,
subsequent to the respective dates as of which information is given in the
Registration Statement and the Prospectus, there shall not have been any
material adverse change in the capital stock of the Company, or any material
adverse change, or any development that may reasonably be expected to cause a
material adverse change, in the condition (financial or other), business, net
worth or results of operations of the Company, or any adverse change in the
rating assigned to any securities of the Company.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Sales Manager shall have received at the
date of the first sale of Stock hereunder (the "Commencement Date") and at every
other date specified in Section 3.1(n) above, opinions of Company Counsel, dated
as of the Commencement Date and dated as of such other date, in the form of
Schedule A hereto.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; At the Commencement Date and at such other
dates specified in Section 3.1(o) above, the Sales Manager shall have received a
"comfort letter" from Ernst &amp; Young LLP, independent public accountants for the
Company, or other independent accountants then retained by the Company, dated
the date of delivery thereof, in form and substance satisfactory to the Sales
Manager.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Sales Manager shall have received from the
Company a certificate, or certificates, signed by the Chief Financial Officer
and President or Chief Executive Officer or any Vice President of the Company,
dated as of the Commencement Date and (unless the Company is not then selling
Stock through the Sales Manager and has not requested the Sales Manager to sell
Stock) dated as of the first business day of each calendar month thereafter
(each, a "Certificate Date"), to the effect that, to the best of their knowledge
based upon reasonable investigation:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The representations and warranties of the Company in this Agreement are true and
correct, as if made at and as of the Commencement Date or the Certificate Date
(as the case may be), and the Company has complied with all the agreements and
satisfied all the conditions on its part to be performed or satisfied at or
prior to the Commencement Date and each such Certificate Date (as the case may
be);</TD>
</TR>
</TABLE>
<BR>



<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
No stop order suspending the effectiveness of the Registration Statement has
been issued, and no proceeding for that purpose has been instituted or, to the
knowledge of such officer after due inquiry, is threatened, by the Commission;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Since the date of this Agreement there has occurred no event required to be set
forth in an amendment or supplement to the Registration Statement or Prospectus
that has not been so set forth and there has been no document required to be
filed under the Exchange Act and the rules and regulations of the Commission
thereunder that upon such filing would be deemed to be incorporated by reference
in the Prospectus that has not been so filed; and</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Since the date of this Agreement, there has not been any material adverse change
in the assets or properties, business, results of operations, or condition
(financial or otherwise) of the Company, which has not been described in an
amendment or supplement to the Registration Statement or Prospectus (directly or
by incorporation).</TD>
</TR>
</TABLE>
<BR>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; At the Commencement Date and on each
Settlement Date, the Company shall have furnished to the Sales Manager such
appropriate further information, certificates and documents as the Sales Manager
may reasonably request.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All
such opinions, certificates, letters and other documents will be in compliance
with the provisions hereof only if they are satisfactory in form and substance
to the Sales Manager. The Company will furnish the Sales Manager with such
conformed copies of such opinions, certificates, letters and other documents, as
the Sales Manager shall reasonably request. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>ARTICLE V.<BR>
<BR>
INDEMNIFICATION AND CONTRIBUTION</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
5.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a) The Company agrees to indemnify and
hold harmless the Sales Manager and each person, if any, who controls the Sales
Manager within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act, as follows: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
against any and all loss, liability, claim, damage and expense whatsoever, as
incurred, arising out of any untrue statement or alleged untrue statement of a
material fact contained in the representations in this Agreement or contained in
the Registration Statement (or any amendment thereto), or the omission or
alleged omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading or arising out of any
untrue statement or alleged untrue statement of a material fact contained in any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto) or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;</TD>
</TR>
</TABLE>
<BR>



<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
against any and all loss, liability, claim, damage and expense whatsoever, as
incurred, to the extent of the aggregate amount paid in settlement of any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or of any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or omission,
if such settlement is effected with the written consent of the Company; and</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT> </TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
against any and all expense whatsoever, as incurred (including, subject to
Section 5.1(c) below, the reasonable fees and disbursements of legal counsel
chosen by the Sales Manager), reasonably incurred in investigating, preparing or
defending against any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue
statement or omission, to the extent that any such expense is not paid under (i)
or (ii) above;</TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3><U>provided,</U> <U>however</U>, that this indemnity agreement
shall not apply to any loss, liability, claim, damage or expense to the extent
arising out of any untrue statement or omission or alleged untrue statement or
omission made in reliance upon and in conformity with written information
furnished to the Company by the Sales Manager expressly for use in the
Registration Statement (or any amendment thereto) or any preliminary prospectus
or the Prospectus (or any amendment or supplement thereto). </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Sales Manager agrees to indemnify and hold
harmless the Company and its directors and each officer of the Company who
signed the Registration Statement, and each person, if any, who controls the
Company within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act against any and all loss, liability, claim, damage and expense
described in the indemnity contained in Section 5.1(a) above, as incurred, but
only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Registration Statement (or any amendments
thereto) or any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto) in reliance upon and in conformity with written information
furnished to the Company by the Sales Manager expressly for use in the
Registration Statement (or any amendment thereto) or such preliminary prospectus
or the Prospectus (or any amendment or supplement thereto). The total liability
of the Sales Manager under this Section 5.1(b) shall not exceed the total actual
sales price of Stock sold by the Sales Manager that is the subject of the
dispute.</FONT></P>


<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Any indemnified party that proposes to assert
the right to be indemnified under this Article V will, promptly after receipt of
notice of commencement of any action against such party in respect of which a
claim is to be made against an indemnifying party or parties under this Article
V, notify each such indemnifying party of the commencement of such action,
enclosing a copy of all papers served, but the omission so to notify such
indemnifying party will not relieve the indemnifying party from any liability
that it might have to any indemnified party to the extent it is not materially
prejudiced as a result thereof. If any such action is brought against any
indemnified party and it notifies the indemnifying party of its commencement,
the indemnifying party will be entitled to participate in and, to the extent
that it elects by delivering written notice to the indemnified party promptly
after receiving notice of the commencement of the action from the indemnified
party, jointly with any other indemnifying party similarly notified, to assume
the defense of the action, with legal counsel reasonably satisfactory to the
indemnified party, and after notice from the indemnifying party to the
indemnified party of its election to assume the defense, the indemnifying party
will not be liable to the indemnified party for any legal or other expenses
except as provided below. The indemnified party will have the right to employ
its own legal counsel in any such action, but the fees, expenses and other
charges of such legal counsel will be at the expense of such indemnified party
unless (1) the employment of legal counsel by the indemnified party has been
authorized in writing by the indemnifying party, (2) the indemnified party has
reasonably concluded (based on the written advice of legal counsel) that there
may be legal defenses available to it or other indemnified parties that are
different from or in addition to those available to the indemnifying party, (3)
a conflict or potential conflict exists (based on the written advice of legal
counsel to the indemnified party) between the indemnified party and the
indemnifying party (in which case the indemnifying party will not have the right
to direct the defense of such action on behalf of the indemnified party) or (4)
the indemnifying party has not in fact employed legal counsel to assume the
defense of such action within a reasonable time after receiving notice of the
commencement of the action, in each of which cases the reasonable fees,
disbursements and other charges of legal counsel will be at the expense of the
indemnifying party or parties. It is understood that the indemnifying party or
parties shall not, in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the reasonable fees, disbursements and
other charges of more than one separate firm admitted to practice in such
jurisdiction at any one time for all such indemnified party or parties. All such
fees, disbursements and other charges will be reimbursed by the indemnifying
party promptly as they are incurred. An indemnifying party will not be liable
for any settlement of any action or claim effected without its written consent
(which consent will not be unreasonably withheld).</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In order to provide for just and equitable
contribution in circumstances in which the indemnification provided for in the
foregoing paragraphs of this Article V is applicable in accordance with its
terms but for any reason is held to be unavailable from the Company or the Sales
Manager, the Company and the Sales Manager will contribute to the total losses,
claims, liabilities, expenses and damages (including any investigative, legal
and other expenses reasonably incurred in connection with, and any amount paid
in settlement of, any action, suit or proceeding or any claim asserted, but
after deducting any contribution received by the Company from persons other than
the Sales Manager, such as persons who control the Company within the meaning of
the Act, officers of the Company who signed the Registration Statement and
directors of the Company, who also may be liable for contribution) to which the
Company and the Sales Manager may be subject in such proportion as shall be
appropriate to reflect the relative benefits received by the Company on the one
hand and the Sales Manager on the other. The relative benefits received by the
Company on the one hand and the Sales Manager on the other hand shall be deemed
to be in the same proportion as the total net proceeds from the offering (before
deducting expenses) received by the Company bear to the total compensation
(before deducting expenses) received by the Sales Manager from the sale of Stock
on behalf of the Company. If, but only if, the allocation provided by the
foregoing sentence is not permitted by applicable law, the allocation of
contribution shall be made in such proportion as is appropriate to reflect not
only the relative benefits referred to in the foregoing sentence but also the
relative fault of the Company, on the one hand, and the Sales Manager, on the
other, with respect to the statements or omission which resulted in such loss,
claim, liability, expense or damage, or action in respect thereof, as well as
any other relevant equitable considerations with respect to such offering. Such
relative fault shall be determined by reference to whether the untrue or alleged
untrue statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by the Company or the Sales
Manager, the intent of the parties and their relative knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The Company and the Sales Manager agree that it would not be just and equitable
if contributions pursuant to this Section 5.1(d) were to be determined by pro
rata allocation or by any other method of allocation, which does not take into
account, the equitable considerations referred to herein. The amount paid or
payable by an indemnified party as a result of the loss, claim, liability,
expense or damage, or action in respect thereof, referred to above in this
Section 5.1(d) shall be deemed to include, for the purpose of this Section
5.1(d), any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any such action or claim.
Notwithstanding the foregoing provisions of this Section 5.1(d), the Sales
Manager shall not be required to contribute any amount in excess of the amount
by which the total actual sales price at which Stock sold by the Sales Manager
exceeds the amount of any damages that the Sales Manager has otherwise been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission and no person found guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) will be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 5.1(d), any person who controls
a party to this Agreement within the meaning of the Act will have the same
rights to contribution as that party, and each officer and director of the
Company who signed the Registration Statement will have the same rights to
contribution as the Company, subject in each case to the provisions hereof. Any
party entitled to contribution, promptly after receipt of notice of commencement
of any action against such party in respect of which a claim for contribution
may be made under this Section 5.1(d), will notify any such party or parties
from whom contribution may be sought, but the omission so to notify will not
relieve that party or parties from whom contribution may be sought from any
other obligation it or they may have under this Section 5.1(d). No party will be
liable for contribution with respect to any action or claim settled without its
written consent (which consent will not be unreasonably withheld).</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The indemnity and contribution provided by
this Article V shall not relieve the Company and the Sales Manager from any
liability the Company and the Sales Manager may otherwise have (including,
without limitation, any liability the Sales Manager may have for a breach of its
obligations under Article II above).</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>ARTICLE VI.<BR>
<BR>
REPRESENTATIONS AND AGREEMENTS TO SURVIVE DELIVERY</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
6.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All representations,
warranties and agreements of the Company herein or in certificates delivered
pursuant hereto, and the agreements of the Sales Manager contained in Article V
above, shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of the Sales Manager or any controlling
persons, or the Company (or any of their officers, directors or controlling
persons), and shall survive delivery of and payment for the Stock. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>ARTICLE VII.<BR>
<BR>
TERMINATION</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
7.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Company shall have
the right, by giving notice as hereinafter specified, to terminate this
Agreement in its sole discretion at any time. Any such termination shall be
without liability of any party to any other party except that the provisions of
Section 3.1(h), Article V and Article VI above shall remain in full force and
effect notwithstanding such termination. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
7.2 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Sales Manager shall
have the right, by giving notice as hereinafter specified, to terminate this
Agreement in its sole discretion at any time. Any such termination shall be
without liability of any party to any other party except that the provisions of
Section 3.1(h), Article V and Article VI above shall remain in full force and
effect notwithstanding such termination. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
7.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; This Agreement shall
remain in full force and effect unless terminated pursuant to Sections 7.1 or
7.2 above or otherwise by mutual agreement of the parties; provided that any
such termination by mutual agreement shall in all cases be deemed to provide
that Section 3.1(h), Article V and Article VI above shall remain in full force
and effect. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
7.4 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any termination of this
Agreement shall be effective on the date specified in such notice of
termination; provided that such termination shall not be effective until the
close of business on the date of receipt of such notice by the Sales Manager or
the Company, as the case may be. If such termination shall occur during a period
when sales of Stock are being made pursuant to this Agreement, any sales of
Stock made prior to the termination of this Agreement shall settle in accordance
with the provisions of this Agreement. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>ARTICLE VIII.<BR>
<BR>
NOTICES</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
8.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All notices or
communications hereunder shall be in writing and if sent to the Sales Manager
shall be mailed, delivered or telecopied and confirmed to the Sales Manager at
Brinson Patrick Securities Corporation, 330 Madison Avenue, 9<SUP>th</SUP>
Floor, New York, New York 10017, facsimile number (212) 453-5555, Attention:
Corporate Finance, or if sent to the Company, shall be mailed, delivered or
telecopied and confirmed to the Company at 44 South Bayles Avenue, Port
Washington, New York 11050, Attention: Leo S. Ullman;<B> </B>facsimile number
(516) 767-6497, with a copy to Martin H. Neidell, Stroock &amp; Stroock &amp;
Lavan LLP, 180 Maiden Lane, New York, New York 10038, Fax (212) 806-7836. Each
party to this Agreement may change such address for notices by sending to the
parties to this Agreement written notice of a new address for such purpose. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>ARTICLE IX.<BR>
<BR>
MISCELLANEOUS</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
9.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; This Agreement shall
inure to the benefit of and be binding upon the Company and the Sales Manager
and their respective successors and the controlling persons, officers and
directors referred to in Article V above, and no other person will have any
right or obligation hereunder. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
9.2 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement
constitutes the entire agreement and supersedes all other prior and
contemporaneous agreements and undertakings, both written and oral, between the
parties hereto with regard to the subject matter hereof. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
9.3 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS<B>.</B> </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
9.4 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same instrument. The
parties agree that this Agreement will be considered signed when the signature
of a party is delivered by facsimile transmission. Such facsimile transmission
shall be treated in all respects as having the same effect as an original
signature. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>IN
WITNESS WHEREOF</B>, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the date hereof. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT> </TD>
<TD WIDTH=50%>
<B>CEDAR SHOPPING CENTERS, INC.</B><BR>
<BR>
<BR>
<BR>
By: <U>&nbsp;/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name:<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title:<BR>
<BR>
<BR>
<B>BRINSON PATRICK SECURITIES CORPORATION</B><BR>
<BR>
<BR>
<BR>
By: <U>&nbsp;/s/&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name:<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title:
</TD>
</TR>
</TABLE>
<BR>


</BODY>
</HTML>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>cedar-ex5_060105.htm
<TEXT>
<HTML>
<HEAD>
<TITLE>Ex-5</TITLE>
</HEAD>
<BODY>

<P ALIGN=RIGHT><FONT SIZE=3>EXHIBIT 5</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>June 2, 2005<BR>
<BR>
<BR>
<BR>
<BR>
Cedar Shopping Centers, Inc.<BR>
44 South Bayles Avenue<BR>
Port Washington, NY  11050<BR>
<BR>
<BR>
Ladies and Gentlemen:</FONT></P>

<P><FONT SIZE=3>You (the "Company") have requested our opinion in connection
with your filing of a shelf registration statement on Form S-3 (the
"Registration Statement") registering up to $470,312,000 aggregate initial
offering price of (i) shares of common stock, $.06 par value per share (the
"Common Stock"), (ii) shares of preferred stock, $.01 par value per share (the
"Preferred Stock"), (iii) warrants to purchase Common Stock or Preferred Stock
(the "Warrants"), (iv) stock purchase contracts (the "Stock Purchase
Contracts"), (v) units (the "Units") and (vi) depositary shares representing
preferred stock ("Depositary Shares" and, together with the Common Stock, the
Preferred Stock, the Warrants, the Stock Purchase Contracts and the Units, the
"Securities") to be issued to the public from time to time and up to $94,062,400
aggregate initial offering price of Securities that may be registered pursuant
to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities
Act") by means of an additional registration statement relating to the
Registration Statement (any such additional registration statement, the "462(b)
Registration Statement"). </FONT></P>

<P><FONT SIZE=3>The Company has also requested our opinion with respect to
2,000,000 shares of common stock which may be sold through Brinson Patrick
Securities Corporation through the Sales Agreement Prospectus ("Sales Agreement
Shares"). </FONT></P>

<P><FONT SIZE=3>In furnishing this opinion, we have examined copies of the
Registration Statement, your Articles of Incorporation and By-Laws, as amended
to date, and the minutes of the meeting of the Board of Directors authorizing
the issuance of the Securities and Sales Agreement Shares. We have also examined
such other documents, papers, statutes and authorities as we deemed necessary to
form a basis for the opinion hereinafter expressed. In our examinations of such
material, we have assumed the genuineness of all signatures, the authenticity of
all documents submitted to us as original documents and the conformity to
original documents of all documents supplied to us as copies. As to various
questions of fact material to such opinion, we have relied upon statements and
certificates of your officers and representatives and others. </FONT></P>

<P><FONT SIZE=3>Based upon and subject to the foregoing, it is our opinion that:
</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>1. </TD>
<TD WIDTH=95%>
The Common Stock (including any Common Stock issued pursuant to the 462(b)
Registration Statement) and Sales Agreement Shares have been duly authorized by
all necessary corporate action of the Company and when (a) the applicable
provisions of the Securities Act and such state "blue sky" or securities laws as
may be applicable have been complied with and (b) the shares of Common Stock and
Sales Agreement Shares have been issued, delivered, and paid for, such shares of
Common Stock and Sales Agreement Shares will be legally issued, fully paid and
nonassessable.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>2. </TD>
<TD WIDTH=95%>
The Preferred Stock (including any Preferred Stock issued pursuant to the 462(b)
Registration Statement) has been duly authorized by all necessary corporate
action of the Company and when (a) the applicable provisions of the Securities
Act and such state "blue sky" or securities laws as may be applicable have been
complied with, (b) the Company's board of directors has adopted and the Company
has duly filed with the Secretary of State of Maryland Articles Supplementary to
the Company's Articles of Incorporation establishing the preferences,
limitations and relative voting and other rights of each series of Preferred
Stock prior to issuance thereof and (c) the shares of Preferred Stock have been
issued, delivered and paid for, such shares of Preferred Stock will be legally
issued, fully paid and nonassessable.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>3. </TD>
<TD WIDTH=95%>
The Warrants (including any Warrants issued pursuant to the 462(b) Registration
Statement) have been duly authorized by all necessary corporate action of the
Company and when (a) the applicable provisions of the Securities Act and such
state "blue sky" or securities laws as may be applicable have been complied with
and (b) the Warrants have been issued, delivered and paid for, and the shares of
Common Stock or Preferred Stock issuable upon exercise of the Warrants have been
reserved for issuance, such Warrants will be validly issued and will constitute
valid and legally binding obligations of the Company, enforceable against the
Company in accordance with their terms, subject to the effect of bankruptcy,
insolvency, moratorium, fraudulent conveyance and similar laws relating to or
affecting creditors' rights generally and court decisions with respect thereto
and we express no opinion with respect to the application of equitable
principles in any proceeding, whether in law or equity.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>4. </TD>
<TD WIDTH=95%>
The Stock Purchase Contracts have been duly authorized by all necessary
corporate action of the Company and when (a) the applicable provisions of the
Securities Act and such state "blue sky" or securities laws as may be applicable
have been complied with and (b) the agreements relating to the Stock Purchase
Contracts shall have been duly executed and delivered by the parties thereto,
assuming that the terms of such Stock Purchase Contracts are in compliance with
then applicable law, the Stock Purchase Contracts will be validly issued and
will constitute valid and legally binding obligations of the Company,
enforceable against the Company in accordance with their terms, subject to the
effect of bankruptcy, insolvency, moratorium, fraudulent conveyance and similar
laws relating to or affecting creditors' rights generally and court decisions
with respect thereto and we express no opinion with respect to the application
of equitable principles in any proceeding, whether in law or equity.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>5. </TD>
<TD WIDTH=95%>
The Units have been duly authorized by all necessary corporate action of the
Company and when (a) the applicable provisions of the Securities Act and such
state "blue sky" or securities laws as may be applicable have been complied with
and (b) the agreements relating to the Units shall have been duly executed and
delivered by the parties thereto, assuming that the terms of such Units are in
compliance with then applicable law, the Units will be validly issued and will
constitute valid and legally binding obligations of the Company, enforceable
against the Company in accordance with their terms, subject to the effect of
bankruptcy, insolvency, moratorium, fraudulent conveyance and similar laws
relating to or affecting creditors' rights generally and court decisions with
respect thereto and we express no opinion with respect to the application of
equitable principles in any proceeding, whether in law or equity.</TD>
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<TD WIDTH=5% ALIGN=LEFT>6. </TD>
<TD WIDTH=95%>
The Depositary Shares (including any Depositary Shares issued pursuant to the
462(b) Registration Statement) have been duly authorized by all necessary
corporate action of the Company and when (a) the applicable provisions of the
Securities Act and such state "blue sky" or securities laws as may be applicable
have been complied with, (b) the Company's board of directors has adopted and
the Company has duly filed with the Secretary of State of Maryland Articles
Supplementary to the Company's Articles of Incorporation establishing the
preferences, limitations and relative voting and other rights of each series of
Preferred Stock underlying the Depositary Shares and the fractional share of
Preferred Stock represented by each Depositary Share prior to issuance thereof,
(c) the shares of Preferred Stock represented by the Depositary Shares have been
deposited under an enforceable deposit agreement and (d) the Depositary Shares
have been issued, delivered, and paid for, such Depositary Shares will be
legally issued, fully paid, and nonassessable.</TD>
</TR>
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<BR>

<P><FONT SIZE=3>Attorneys involved in the preparation of this opinion are
admitted to practice law in the State of New York and we do not purport to be
experts on, or to express any opinion herein concerning, any law other than the
laws of the State of New York, the Maryland General Corporation Law and the
federal laws of the United States of America. </FONT></P>

<P><FONT SIZE=3>We hereby consent to be named in the Registration Statement to
be filed by you with the Securities and Exchange Commission under the Securities
Act as attorneys who have passed upon the legality of the Securities to be
registered by the Registration Statement; and we further consent to your filing
a copy of this opinion as an exhibit to the Registration Statement and to the
incorporation by reference of this opinion in any 462(b) Registration Statement.
In giving such permission, we do not admit hereby that we come within the
category of persons whose consent is required under Section 7 of the Securities
Act or the rules and regulations of the Securities and Exchange Commission
thereunder. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>Very truly yours,<BR>
<BR>
<BR>
<BR>
<BR>
STROOCK &amp; STROOCK &amp; LAVAN LLP</FONT></P>

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<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>4
<FILENAME>cedar-ex232_060105.htm
<DESCRIPTION>EXHIBIT 23.2
<TEXT>
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<TITLE>Exhibit 23.2</TITLE>
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<P ALIGN=CENTER><FONT SIZE=3>Consent of Independent Registered Public Accounting Firm</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Cedar Shopping
Centers, Inc. for the registration of an aggregate maximum offering price
of $470,312,000 of common stock, preferred stock, shares of preferred stock
represented by depositary shares, warrants, stock purchase contracts and units
and to the incorporation by reference therein of our reports dated March 10,
2005, with respect to the consolidated financial statements and schedule of
Cedar Shopping Centers, Inc., Cedar Shopping Centers, Inc. management's
assessment of the effectiveness of internal control over financial reporting,
and the effectiveness of internal control over financial reporting of Cedar
Shopping Centers, Inc., included in its Annual Report (Form 10-K) for the year
ended December 31, 2004, and our report dated February 11, 2005 with respect
to the statement of revenues and certain expenses of Brickyard Shopping Plaza
for the year ended June 30, 2004 included in Cedar Shopping Centers, Inc.'s
Current Report on Form 8-K/A, both filed with the Securities and Exchange
Commission.</FONT></P>

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<TD WIDTH=50%></TD>
<TD WIDTH=50%>/s/ Ernst &amp; Young LLP</TD>
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<P ALIGN=LEFT><FONT SIZE=3>New York, New York<BR>
<BR>
June 3, 2005</FONT></P>

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