Prepared and filed by St Ives Financial

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): October 31, 2005

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

Maryland   0-14510   42-1241468
(State or other jurisdiction of   (Commission File No.)   (IRS Employer
incorporation)       Identification No.)
         
44 South Bayles Avenue, Port Washington, NY       11050-3765 
(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))
   

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.” 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 October 31, 2005, Cedar Shopping Centers, Inc. (the “Company”) issued a press release announcing its comparative financial results for the three and nine months ended September 30, 2005 and 2004. That press release also referred to certain supplemental financial information that is available on the Company’s website. The text of the press release and the 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 October 31, 2005.
     
  99.2 Cedar Shopping Centers, Inc. Supplemental Financial Information for the quarter ended September 30, 2005.
     

 

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: October 31, 2005