Exhibit 99.2


     CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
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         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 March 31, 2003 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
May 15, 2003



         A signed original of this written statement required by Section 906 has
been provided to Developers Diversified Realty Corporation and will be retained
by Developers Diversified Realty Corporation and furnished to the Securities and
Exchange Commission or its staff upon request.