October 10, 2024

M. Andrew Franklin
Chief Executive Officer
CEDAR REALTY TRUST, INC.
2529 Virginia Beach Blvd.
Virginia Beach, Virginia 23452

       Re: CEDAR REALTY TRUST, INC.
           Schedule TO-I/A filed October 7, 2024
           File No. 5-38070
Dear M. Andrew Franklin:

       We have reviewed your filing and have the following comment.

        Please respond to this comment by providing the requested information
or advise us
as soon as possible when you will respond. If you do not believe our comment
applies to your
facts and circumstances, please tell us why in your response.

       After reviewing your response to this comment, we may have additional
comments.

Schedule TO-I/A filed October 7, 2024
General

1.     While we do not agree with the analyses or conclusions set forth in your
response to
       prior comment 2, we will not issue additional comments at this time.
        We remind you that the filing persons are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by
the staff.

       Please direct any questions to Brian Soares at 202-551-3690 or Christina
Chalk at
202- 551-3263.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of Mergers &
Acquisitions