CEDAR SHOPPING CENTERS INC.

(Name of Issuer)

Common Stock, par value $0.01 per share
8-7/8% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share

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(Title of Class of Securities)

150602209 and 150602308

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(CUSIP Number)

Equity One, Inc.
1696 Northeast Miami Gardens Drive
North Miami Beach, Florida 33179
(305) 947-1664

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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 17, 2004

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(Date of Event Which Requires Filing of this Statement)

ITEM 1. SECURITY AND ISSUER.

     This amendment no. 2 to Schedule 13D (this “Amendment No. 2”) is filed as the second amendment to the Statement on the Schedule 13D dated June 23, 2004 (the “Original Schedule 13D”) relating to the common stock, par value $0.01 per share (the “Common Stock”), issued by Cedar Shopping Centers Inc., a Maryland corporation (the “Company”), the principal executive offices of which are located at 44 South Bayles Avenue, Port Washington, New York 11050. The Original Schedule 13D was amended by that certain amendment no. 1 to Schedule 13D (“Amendment No. 1”) filed on July 28, 2004 relating to the 8-7/8% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share, of the Company.

     This Amendment No. 2 reflects changes in the information contained in the Original Schedule 13D, as amended by Amendment No. 1, which are more fully reflected Items 3 and 5 below (which items are hereby amended and supplemented as set forth in this Amendment No. 2), following the acquisition by Equity One, Inc. of additional shares of Common Stock.

ITEM 3. SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.

     The net investment cost (including commissions, if any) of the Common Stock beneficially owned by the Reporting Person is $22,620,210. The shares of Common Stock purchased by the Reporting Person were purchased with the working capital of the Reporting Person and from proceeds of its $340,000,000 unsecured revolving credit facility with a syndicate of banks for which Wells Fargo Bank, National Association is the sole lead arranger and administrative agent.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

     The approximate aggregate percentage of Common Stock reported beneficially owned by the Reporting Person is based on 19,331,011 shares outstanding, which is the total number of shares of Common Stock outstanding as of December 8, 2004, as reflected in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “Commission”) for the fiscal quarter ended September 30, 2004 together with those 2,875,000 shares of common stock offered by the Company on November 30, 2004 in an underwritten public offering.

     As of the close of business on February 17, 2005, the Reporting Person beneficially owned 1,899,000 shares of Common Stock, constituting approximately 9.8% of the shares of Common Stock outstanding.

     (a) The Reporting Person has the power to vote all of the shares of Common Stock and to dispose of all of the shares of Common Stock beneficially owned by it.

     (b) The trading dates, number of shares purchased and price per share for all transactions in the Common Stock from the 60th day prior to February 17, 2005, by the Reporting Person are set forth in Schedule C and were all effected in the over-the-counter market.

     (c) No person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from or the proceeds of sale of such Common Stock.

 

SIGNATURES

     After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this Statement with respect to such person is true, complete and correct.

     IN WITNESS WHEREOF, the undersigned has executed this instrument as of the 23th day of February, 2005.

	EQUITY ONE, INC., a Maryland corporation
	By:	/s/ Chaim Katzman
		Chaim Katzman
		Chairman and Chief Executive Officer

 

Schedule C

Transactions in the Common Stock