Prepared and filed by St Ives Burrups

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported):  November 15, 2004

Cedar Shopping Centers, Inc.
(Exact name of registrant as specified in its charter)


Maryland         0-14510         42-1241468  
(State or other jurisdiction
of incorporation)		         (Commission File No.)         (IRS Employer
Identification No.)		  
                 
44 South Bayles Avenue
Port Washington, NY		                 11050  
(Address of principal
executive offices)		                 (Zip Code)  

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Items 2.02 and 7.01.             Results of Operations and Financial Condition, and Regulation FD.

     The information in this Current Report on Form 8-K is furnished under Item 2.02 – “Results of Operations and Financial Condition”, and under Item 7.01 — “Regulation FD”. This information, including the exhibits attached hereto, shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section.  The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

     On November 15, 2004, Cedar Shopping Centers, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter of 2004.  The press release also referred to certain supplemental financial information that is available on the Company’s website.  The text of the press release and supplemental financial information are attached hereto as Exhibits 99.1 and 99.2, respectively.

Item 9.01.              Financial Statements and Exhibits.


(c) Exhibits.    
       
99.1    Press release dated November 15, 2004.  
       
99.2   Cedar Shopping Centers, Inc. Supplemental Financial Information for the quarter ended September 30, 2004.  

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

CEDAR SHOPPING CENTERS, INC.

/s/ THOMAS J. O’KEEFFE
Thomas J. O’Keeffe
Chief Financial Officer
(Principal financial officer)

Dated: November 15, 2004