SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

DEVELOPERS DIVERSIFIED REALTY CORPORATION

(Exact name of registrant as specified in its charter)

Ohio	34-1723097
(State of incorporation or organization)	(IRS Employer Identification No.)
3300 Enterprise Parkway Beachwood, Ohio	44122
(Address of principal executive offices)	(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which each class is to be registered
Depositary Shares, each representing	New York Stock Exchange
1/20 of a share of 7.50% Class I Cumulative Redeemable Preferred Shares, without par value

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.   þ

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  o

Securities Act registration statement file number to which this form relates:  333-108361  (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of class)

Item 1.    Description of Registrant’s Securities to be Registered

     For a description of the Depositary Shares, each representing 1/20 of a share of 7.50% Class I Cumulative Redeemable Preferred Shares, without par value, of Developers Diversified Realty Corporation (the “Company”), see the information under the caption “Description of Class I Preferred Shares and Depositary Shares” in the Registration Statement on Form S-3 (Registration No. 333-108361) of the Company, which description is hereby incorporated herein by reference. The Depositary Shares will be listed on the New York Stock Exchange for regular way trading.

Item 2.   Exhibits

Exhibit No.	Description
3.1	Form of Sixth Amendment to the Amended and Restated Articles of Incorporation of the Company, as amended (filed herewith)
3.2	Amended and Restated Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibit 4.1 to the Company’s Form S-3 Registration Statement (File No. 333-108361) filed with the SEC on August 29, 2003)
3.3	Second Amendment to the Amended and Restated Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibit 4.2 to the Company’s Form S-3 Registration Statement (File No. 333-108361) filed with the SEC on August 29, 2003)
3.4	Third Amendment to the Amended and Restated Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibit 4.3 to the Company’s Form S-3 Registration Statement (File No. 333-108361) filed with the SEC on August 29, 2003)
3.5	Fourth Amendment to the Amended and Restated Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibit 4.4 to the Company’s Form S-3 Registration Statement (File No. 333-108361) filed with the SEC on August 29, 2003)
3.6	Fifth Amendment to the Amended and Restated Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibit 4.5 to the Company’s Form S-3 Registration Statement (File  No. 333-108361) filed with the SEC on August 29, 2003)
3.7	Code of Regulations of the Company (incorporated by reference to Exhibit 4.6 to the Company’s Form S-3 Registration Statement (File  No. 333-108361) filed with the SEC on August 29, 2003)
4.1	Form of Preferred Share Certificate (filed herewith)
4.2	Form of Depositary Receipt (filed herewith)

Page 2

     Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

	DEVELOPERS DIVERSIFIED REALTY CORPORATION
May 4, 2004	By:	/s/ William H. Schafer
		William H. Schafer Senior Vice President and Chief Financial Officer

Page 3