October 2, 2024

M. Andrew Franklin
Chief Executive Officer
CEDAR REALTY TRUST, INC.
2529 Virginia Beach Blvd.
Virginia Beach, Virginia 23452

       Re: CEDAR REALTY TRUST, INC.
           Schedule TO-I filed September 25, 2024
           Schedule TO-I/A filed September 26, 2024
           File No. 5-38070
Dear M. Andrew Franklin:

       We have reviewed your filing and have the following comments. In some of
our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.

        Please respond to these comments by providing the requested information
or advise us as
soon as possible when you will respond. If you do not believe our comments
apply to your facts
and circumstances, please tell us why in your response.

     After reviewing your response to these comments, we may have additional
comments. Defined terms used herein have the same meaning as in your filing.

Schedule TO-I filed on September 25, 2024, as amended on September 26, 2024
General

1.     The initial Schedule TO-I was filed on September 25, 2024 and was
amended the next
       day, on September 26, 2024, to change the increments security holders
may elect when
       tendering from $0.10 to $0.05 per share of Series C Preferred. A new
Letter of
       Transmittal was filed with the September 26, 2024 amendment. Please
advise whether and
       how an amendment was disseminated to target holders to reflect this
revision, and
       whether and how the revised Letter of Transmittal was disseminated. It
appears that
       tenders made using the original Letter of Transmittal must be discarded.
Advise how you
       will inform target security holders of this fact and ensure that they
are not used.
2.     The press release dated September 25, 2024 and filed under cover of
Schedule TO-
       C announces the offer but states that it has not yet commenced. It does
not appear that
       Cedar Realty commenced this offer by means of a summary advertisement,
and while a
 October 2, 2024
Page 2

       Schedule TO-I was filed September 25, 2024, it was amended the following
day. An offer
       must remain open for at least 20 business days (defined in Rule
13e-4(a)(3)) from the date
       of commencement (defined in Rule 13e-4(a)(4)). We further note that your
offer is
       scheduled to expire at 5:00 pm on October 24, 2024. Please advise what
day you view as
       commencement for purposes of this offer and explain how you have
complied with the
       requirement in Rule 13e-4(f)(1)(i) to hold the offer open for at least
20 business days from
       the date it is first "published sent or given" to target security
holders. Your response
       should take into account that security holders were not provided with
the corrected Letter
       of Transmittal until sometime after September 26, 2024 and that October
14, 2024 is a
       federal holiday.
Conditions of the Offer, page 22

3.     We note that the condition in the first bullet on page 23 will be
triggered by "the
       commencement of a war, armed hostilities or other similar national or
international
       calamity, directly or indirectly involving the United States" (emphasis
added) without any
       materiality qualifier on the gravity of such an event, without requiring
any connection
       between such an event and the Offer, and without limiting the event to
one directly
       involving the United States. In addition, it is unclear what current
wars, which may trigger
       the condition upon a "material escalation or worsening threat," are
included in this
       condition. For example, we note the recent escalation of hostilities in
Israel, including the
       recent attack by Iran on that country. Please revise the broad wording
of this offer
       condition to clarify its scope, in light of recent events, and to avoid
illusory offer concerns
       under Section 14(e) of the Exchange Act and Regulation 14E thereunder.
4.     The last paragraph in this section also states that "[o]ur failure at
any time to exercise any
       of the foregoing rights will not be deemed a waiver of any right, and
each such right will
       be deemed an ongoing right that may be asserted at any time and from
time to time." This
       language suggests that if a condition is triggered and the Company fails
to assert the
       condition, it will not lose the right to assert the condition at a later
time. When an offer
       condition is "triggered," a bidder must notify subject security holders
promptly whether it
       intends to waive that condition and proceed with the offer or assert the
condition and
       terminate the offer. Please revise this disclosure accordingly.
Certain Information Concerning Us, page 24

5.     We note your statement in this section that "[t]he Company incorporates
by reference [...]
       any filings on or after the date hereof that the Company makes with the
SEC..." Schedule
       TO does not specifically permit "forward incorporation" of documents to
be filed in the
       future. Rather, you must amend your document to specifically list any
such filings. Please
       revise.
6.     We note your statement in this section that you incorporate by reference
the Current
       Reports on Form 8-K filed on January 24, 2024 and September 16, 2024,
but do not
       incorporate the Form 8-K filed on September 25, 2024, which you list as
an exhibit under
       Item 12 of your Schedule TO-I. Please advise or revise.
        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
 October 2, 2024
Page 3

      Please direct any questions to Brian Soares at 202-551-3690 or Christina
Chalk at 202-
551-3263.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Mergers &
Acquisitions