EXHIBIT 31.2


                                 CERTIFICATIONS

I, William H. Schafer, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of Developers
         Diversified Realty Corporation ("DDR");

2.       Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of DDR as of, and for, the period presented in this
         quarterly report;

4.       DDR's other certifying officers and I are responsible for establishing
         and maintaining disclosure controls and procedures (as defined in
         Exchange Act Rules 13a-15(e) and 15d-15(e) for DDR and we have:

         a.       designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, to ensure that material information relating
                  to DDR, including its consolidated subsidiaries, is made known
                  to us by others within those entities, particularly during the
                  period in which this quarterly report is being prepared;

         b.       evaluated the effectiveness of DDR's disclosure controls and
                  procedures and presented in this report our conclusions about
                  the effectiveness of the disclosure controls and procures, as
                  of the end of the period covered by this report based on such
                  evaluation; and

         c.       Disclosed in this report any change in DDR's internal control
                  over financial reporting that occurred during DDR's most
                  recent fiscal quarter that has materially affected, or is
                  reasonably likely to materially affect, DDR's internal control
                  over financial reporting; and

5.       DDR's other certifying officers and I have disclosed, based on our most
         recent evaluation of internal control over financial reporting, to
         DDR's auditors and the audit committee of DDR's board of directors:

         a.       all significant deficiencies in the design or operation of
                  internal controls which are reasonably likely to adversely
                  affect DDR's ability to record, process, summarize and report
                  financial data and have identified for DDR's auditors any
                  material weaknesses in internal controls; and

         b.       any fraud, whether or not material, that involves management
                  or other employees who have a significant role in DDR's
                  internal control over financial reporting.


                  November 14, 2003
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                  Date

                  /s/ William H. Schafer
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                  Signature

                  Senior Vice President and Chief Financial Officer
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                  Title