CEDAR SHOPPING CENTERS, INC.
44 SOUTH BAYLES AVENUE
PORT WASHINGTON, NY 11050-3765

January 29, 2010

Ms. Yolanda Crittenden, Staff Accountant
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 3010
Washington, DC 20549

Re:

Cedar Shopping Centers, Inc. Form 10-K for the year ended December 31, 2008 Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009 File No. 001-31817

Dear Ms. Crittenden:

Reference is made to the Staff’s follow-up letter dated December 14, 2009 bearing the captioned file number and headings, our reply dated January 11, 2010 and the subsequent telephone call with you on January 25, 2010. The following is respectfully submitted by Cedar Shopping Centers, Inc. (the “Company”) in response thereto:

Form 10-K
Item 8 — Financial Statements and Supplementary Data, page 37
Note 2 — Summary of Significant Accounting Policies, page 44
Intangible Lease Asset/Liability, page 46

1. Your Comment and Requested Clarification: We have read and considered your response to comment one which indicates that you deemed the exercisability of lease renewal options to be low based upon historical experience. Please provide us with statistics or other quantitative data that supports this historical experience for each reporting period presented.

     The Company’s Response: The Company has determined that the likelihood of fixed-rate renewal option exercise was low given the several factors previously submitted. As noted, the Company’s expectations have been generally consistent with its actual experience. The Company historically has recorded approximately $103 million of intangible lease liabilities in connection with its asset acquisitions. The following schedule sets forth the Company’s historical experience with respect to potential lease-modifying events subsequent to the purchase of a property where the amount of intangible lease liability allocated for such leases represented $500,000 or more at the time of acquisition. The data presented further supports the original position that the probability of the exercise of lease renewal options was

Ms. Yolanda Crittenden, Staff Accountant
Securities and Exchange Commission, Division of Corporation Finance
January 29, 2010
Page 2

low for leases as to which the Company established intangible lease liabilities. This schedule shows that of leases that had potential lease-modifying events subsequent to acquisition, 63.5%, based on annualized base rent, were not renewed or the premises were vacated. This will confirm, as per your telephonic request, that all the intangible lease liabilities reflect below-market leases.

The information presented in the table is as follows: (i) property name, (ii) property location, (iii) tenant name, (iv) expiration date of original non-cancelable lease term at the date of acquisition, (v) year in which the lease had potential lease-modifying events, and (vi) annualized base rent amount due from the tenant:

Original

Year of

Non-Cancelable

Appli-

Lease Expiration

cable

Annualized

Property

Tenant

Date

Event

Base Rent

Tenants not renewing leases or vacating premises

The Brickyard

Berlin, CT

Sam’s Club

1/31/2010

2009

$

1,103,038

Oakland Commons

Bristol, CT

Shaw’s

2/29/2016

2009

956,568

Kempsville Crossing

Virginia Beach, VA

Farm Fresh

1/31/2021

2009

805,140

West Bridgewater Plaza

W Bridgewater, MA

Shaw’s

2/28/2027

2009

500,000

Shore Mall

Egg Harbor Twp, NJ

Value City

6/30/2009

2008

410,400

The Brickyard

Berlin, CT

Syms

3/31/2010

2009

367,840

Lake Raystown Plaza

Huntingdon, PA

Giant Foods

9/25/2006

2006

309,867

Jordan Lane

Wethersfield, CT

Friendly Fitness

8/31/2014

2009

50,708

Parkway Plaza

Mechanicsburg, PA

Fulton Bank

12/31/2018

2008

40,320

4,543,881

63.5

%

Total tenants renewing

2,610,318

36.5

%

Total

$

7,154,199

In connection with the above, the Company hereby acknowledges that:

1. The Company is responsible for the adequacy and accuracy of the disclosures in the filings;

2. Staff comments or changes to disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

3. The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If, after review hereof, you should have any additional questions or should require any additional information, please contact the undersigned at (direct) 516-944-4525.

Ms. Yolanda Crittenden, Staff Accountant
Securities and Exchange Commission, Division of Corporation Finance
January 29, 2010
Page 3

cc:

Ms. Linda VanDoorn, Senior Assistant Chief Accountant