February 27, 2025

M. Andrew Franklin
Chief Executive Officer
Cedar Realty Trust, Inc.
2529 Virginia Beach Blvd.
Virginia Beach, Virginia 23452

       Re: Cedar Realty Trust, Inc.
           SC TO-I filed February 21, 2025
           File No. 005-38070
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.

Schedule TO-I filed February 21, 2025
General

1.     With a view towards improved disclosure, please advise us what
consideration was
       given to including disclosure that holders of the Series B Shares may
ultimately not
       have any of their tendered shares accepted for purchase if the aggregate
purchase
       price for Series C Shares that are validly tendered equals or exceeds
the Maximum
       Aggregate Purchase Amount.
Conditions of the Offers, page 22

2.     A tender offer may be conditioned on a variety of events and
circumstances if they are
       not within the direct or indirect control of the offeror. The conditions
also must be
       drafted with sufficient specificity to allow for objective verification
that the conditions
       have been satisfied. Refer to Question 101.01 of the Tender Offer Rules
and
       Schedules Compliance and Disclosure Interpretations (March 17, 2023).
Please revise
       the following conditions so that they are objectively determinable.
 February 27, 2025
Page 2

                   there has been any action threatened, pending or taken,
including any
           settlement, or any approval withheld, or any statute, rule,
regulation, judgment,
           order or injunction threatened, invoked       located in the first
bullet point
           condition on page 22 (emphasis added); and
                   we learn that any change or changes have occurred or are
threatened in our or
           our subsidiaries    or affiliates    business       located in the
last bullet point condition
           on page 23 (emphasis added).
3.     If a tender offer does not contain offer conditions, an offeror that
makes a tender offer
       must purchase all the securities tendered regardless of the
circumstances, or the
       offeror risks making an illusory tender offer in contravention of
Exchange Act Section
       14(e). If the aggregate purchase price for Series C Shares that are
validly tendered
       and not properly withdrawn as of the Expiration Date equals or exceeds
the Maximum
       Aggregate Purchase Amount, the Company will not purchase any Series B
Shares
       tendered, thereby inviting the question as to whether the Series B Offer
was illusory.
       To avoid potential compliance issues under Section 14(e), please
consider including
       an offer condition that accounts for the possibility that no Series B
Shares will be
       purchased in the above scenario.
        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.

       Please direct any questions to Perry Hindin at 202-551-3444.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Mergers
& Acquisitions
cc:   David E. Brown, Jr.