CERTIFICATION


      I, Thomas J. O'Keeffe, Chief Financial Officer of Cedar Shopping Centers,
Inc. (the "Company"), pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
do hereby certify as follows:

1.    The annual report on Form 10-K of the Company for the period ended
      December 31, 2003, fully complies with the requirements of Section 13(a)
      or 15(d) of the Securities Exchange Act of 1934; and

2.    The information contained in such Form 10-K fairly presents, in all
      material respects, the financial condition and results of operations of
      the Company.

      IN WITNESS WHEREOF, I have executed this Certification this 29th day of
March, 2004.







                                    /s/ Thomas J. O'Keeffe
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                                    Thomas J. O'Keeffe, Chief Financial Officer