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 September 11, 2012, the Company and Cedar Realty Trust Partnership, L.P. entered into an underwriting agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as representatives of the several underwriters in connection with an underwritten public offering by the Company of 4,200,000 shares of the Company's 7.25% Series B Cumulative Redeemable Preferred Stock (the "Series B Preferred Stock"). A copy of the underwriting agreement is filed as Exhibit 1.1 to this Current Report and is incorporated herein by reference.

On September 11, 2012, Stroock & Stroock & Lavan LLP rendered their opinions as to the validity of the Series B Preferred Stock 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 September 11, 2012, by and among Cedar
            Realty Trust, Inc., Cedar Realty Trust Partnership, L.P. and Merrill
            Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities,
            LLC, as representatives of the underwriters

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