Exhibit 99.2


     CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         I, William H. Schafer, Senior Vice President and Chief Financial
Officer of Developers Diversified Realty Corporation (the "Company"), certify,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

         (1) The Quarterly Report on Form 10-Q of the Company for the period
         ended June 30, 2002 which this certification accompanies 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 the Report fairly presents, in all
         material respects, the financial condition and results of operations of
         the Company.



/s/ William H. Schafer
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William H. Schafer
Senior Vice President and Chief Financial Officer
August 14, 2002