SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):   October 21, 2002

Developers Diversified Realty Corporation

(216) 755-5500

Item 5. Other Events.

     On October 4, 2002, Developers Diversified Realty Corporation, an Ohio corporation (“DDR”), DDR Transitory Sub, Inc., a Maryland corporation and wholly-owned subsidiary of DDR (“Sub”), and JDN Realty Corporation, a Maryland corporation (“JDN”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, and subject to certain conditions being satisfied or waived, Sub will merge with and into JDN (the “Merger”) with JDN surviving the Merger as a majority-owned subsidiary of DDR. At the effective time of the Merger, each share of JDN common stock will be converted into 0.518 of a DDR common share. Each share of JDN preferred stock will be converted into one DDR voting preferred share.

     On October 4, 2002, the following shareholders of DDR each entered into a voting agreement with JDN pursuant to which, among other things, they agreed to vote their DDR common shares in favor of the approval of the Merger and the Merger Agreement:

     On October 21, 2002, Bert L. Wolstein, a director of DDR, entered into a voting agreement with JDN pursuant to which, among other things, he agreed to vote his DDR common shares in favor of the approval of the Merger and the Merger Agreement.

     On October 4, 2002, the following stockholders of JDN each entered into a voting agreement with DDR pursuant to which, among other things, they agreed to vote their shares of JDN common stock in favor of the approval of the Merger and the Merger Agreement:

     On October 29, 2002, the following stockholders of JDN each entered into a voting agreement with DDR pursuant to which, among other things, they agreed to vote their shares of JDN common stock in favor of the approval of the Merger and the Merger Agreement:

     The preceding is qualified in its entirety by reference to the Merger Agreement and the forms of voting agreements, copies of which are attached hereto as Exhibits 2.1, 99.1 and 99.2 respectively, and which are incorporated herein by reference. A copy of the press release jointly issued by DDR and JDN announcing the signing of the Merger Agreement is attached hereto as Exhibit 99.3.

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Item 7. Financial Statements and Exhibits.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit Index

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