On May 15, 2012, Cedar Realty Trust, Inc. (the "Company") priced an underwritten public offering of 400,000 shares of its 7.25% Series B Cumulative Redeemable Preferred Stock (liquidation preference $25.00 per share) ("Series B Preferred Stock") at $23.00 per share, pursuant to an effective registration statement. Closing of the offering is scheduled for May 22, 2012. In connection with the offering, the Company filed Articles Supplementary with the Maryland State Department of Assessments and Taxation (the "Department") classifying 400,000 shares of the Company's authorized shares of preferred stock as Series B Preferred Stock. A copy of the Articles Supplementary is filed as Exhibit 3.2 to the Company's Form 8-A filed on May 16, 2012 and is incorporated herein by reference. Upon the closing of the offering, Cedar Realty Trust Partnership, L.P. will amend its Agreement of Limited Partnership to establish a new class of partnership units, designated the 7.25% Series B Cumulative Redeemable Preferred Partnership Units (the "Series B Preferred Partnership Units"), and will issue the Series B Preferred Partnership Units to the Company in exchange for the Company's contribution of the net proceeds from the sale of shares in the offering. A copy of Amendment No. 5 to the Agreement of Limited Partnership of Cedar Realty Trust Partnership, L.P. is filed as Exhibit 3.2 to this Current Report and is incorporated herein by reference.

Reference is made to the Company's registration statement on Form S-3, as amended (File No. 333-179956), which became effective May 2, 2012 pursuant to which the Company registered the sale of up to $1,000,000,000 of equity securities. On May 15, 2012, the Company and Cedar Realty Trust Partnership, L.P. entered into an underwriting agreement with MLV & Co. LLC, as representative of the underwriters, in connection with the underwritten public offering by the Company of 400,000 shares of Series B Preferred Stock. The underwriting agreement provides that the underwriters are selling the shares of Series B Preferred Stock on a "best efforts" basis. A copy of the underwriting agreement is filed as Exhibit 1.1 to this Current Report and is incorporated herein by reference.

On May 15, 2012 Stroock & Stroock & Lavan LLP rendered their opinions as to the validity of the Series B Preferred shares and a tax opinion, copies of which are filed as Exhibits 5.1 and 8.1 hereto, respectively, which opinions are incorporated herein by reference.

(d) Exhibits

Exhibit Number         Description

1.1                    Underwriting Agreement dated May 15, 2012, by and among Cedar
                       Realty Trust, Inc., Cedar Realty Trust Partnership, L.P. and
                       MLV & Co. LLC, as representative of the underwriters

3.1                    Articles Supplementary to Articles of Incorporation of the
                       Company, as amended, incorporated by reference to Exhibit 3.2
                       to Form 8-A filed with the Securities and Exchange Commission
                       on May 16, 2012.

3.2                    Amendment No. 5 to Agreement of Limited Partnership of Cedar
                       Realty Trust Partnership, L.P.

5.1                    Opinion of Stroock & Stroock & Lavan LLP with respect to
                       validity of the Series B Preferred Stock

8.1                    Opinion of Stroock & Stroock & Lavan LLP with respect to tax
                       matters.

12.1                   Statement Regarding Computation of Ratios of Earnings to
                       Combined Fixed Charges and Preferred Stock Dividends