SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, ~~D.C.~~DC 20549

____________

FORM 8-K

CURRENT REPORT PURSUANT

~~PURSUANT~~ TO SECTION 13 OR 15(dD) OF THE ~~SECURITIES~~ ~~EXCHANGE ACT OF 1934~~

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF of1934 ~~earliest event reported): October 21, 2002~~

Date of Report (Date of earliest event reported): November 14, 2002

JDN REALTY CORPORATION

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

Maryland

(State or ~~other~~Other ~~jurisdiction~~Jurisdiction of ~~incorporation~~Incorporation)

001-12844

1-12844		58-1468053
(Commission File Number)		(I.R.S. Employer Identification No.)

(Commission File Number)

359 East Paces Ferry Road Suite 400 Atlanta, Georgia		30305
(Address of Principal Executive Offices)		(Zip Code)

58(404) 262-~~1468053~~ 3252

(~~IRS~~Registrant’s ~~Employer~~Telephone ~~Identification~~ Number, including Area Code)

~~359 East Paces Ferry Road, Suite 400, Atlanta, Georgia 30305~~N/A

(Address of principal executive offices)

Registrant’s telephone number, including area code: (404) 262-3252

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Item 5 9. Regulation ~~Other~~FD ~~Events~~Disclosure.

On ~~October 4~~November 14, 2002, ~~Developers~~JDN ~~Diversified~~ Realty Corporation, ~~an Ohio corporation~~ (the “~~DDR~~Registrant”), ~~DDR~~filed ~~Transitory~~with ~~Sub,~~the ~~Inc.,~~Securities ~~a Maryland corporation~~ and ~~wholly-owned~~ ~~subsidiary~~Exchange ofCommission ~~DDR~~its ~~(“Sub”),~~Report ~~and~~on ~~JDN~~Form ~~Realty~~10-Q ~~Corporation,~~for athe ~~Maryland~~quarter ended ~~corporation~~September ~~(“JDN”)~~30, ~~entered~~2002 ~~into an Agreement and Plan of Merger~~ (the “~~Merger Agreement~~Report”). ~~Pursuant~~Accompanying to the ~~terms~~Report were certifications of the ~~Merger~~Registrant’s ~~Agreement,~~Chief ~~and~~Executive ~~subject~~Officer ~~to certain~~and ~~conditions~~Chief ~~being~~Financial ~~satisfied~~Officer orprovided ~~waived,~~to ~~Sub~~comply ~~will merge~~ with ~~and~~18 ~~into~~U.S.C. ~~JDN (the~~Section ~~“Merger”)~~1350, ~~with~~as ~~JDN~~adopted ~~surviving~~pursuant ~~the~~to ~~Merger~~Section ~~as a~~906 ~~majority-owned subsidiary~~ of ~~DDR. At~~ the ~~effective~~Sarbanes-Oxley ~~time~~Act of ~~the Merger, each share of JDN common stock will be converted into 0~~2002.~~518~~ ofCopies ~~a DDR common share. Each share~~ of ~~JDN~~these ~~preferred stock~~certifications ~~will~~are beattached ~~converted~~as ~~into~~exhibits ~~one~~to ~~DDR~~this ~~voting preferred share~~report.

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:

SHAREHOLDER TITLE Scott A. Wolstein Chairman and Chief Executive Officer David M. Jacobstein President and Chief Operating Officer Daniel B. Hurwitz Executive Vice President James A. Schoff Senior Investment Officer Joan U. Allgood Senior Vice President and Secretary William H. Schafer Senior Vice President and Chief Financial Officer Eric M. Mallory Senior Vice President Richard E. Brown Senior Vice President

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:

STOCKHOLDER TITLE William G. Byrnes Director Haywood D. Cochrane Jr. Director William B. Greene Director Craig Macnab President, Chief Executive Officer and Director Philip G. Satre Director Lee S. Wielansky President, JDN Development Company, Inc. and Director

As of October 29, 2002, the following shareholders 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:

STOCKHOLDER TITLE John D. Harris, Jr. Senior Vice President, Chief Financial Officer, Secretary and Treasurer Andrew E. Rothfeder Executive Vice President Leilani L. Jones Vice President and Director of Property Management and Assistant Secretary Michael A. Quinlan Vice President, Controller and Assistant Secretary

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.

(c)	Exhibits.
	Exhibit 2.1	Agreement and Plan of Merger, dated as of October 4, 2002, by and among Developers Diversified Realty Corporation, JDN Realty Corporation and DDR Transitory Sub, Inc.
	Exhibit 99.1	Form of Voting Agreement by and among certain stockholders of Developers Diversified Realty Corporation and JDN Realty Corporation.
	Exhibit 99.2	Form of Voting Agreement by and among certain stockholders of JDN Realty Corporation and Developers Diversified Realty Corporation.
	Exhibit 99.3	Press Release, dated October 4, 2002.

(c) Exhibits.

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Exhibit No.		Description

99.1		Certification of the Chief Executive Officer and Chief Financial Officer of JDN Realty Corporation Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

~~SIGNATURE~~ SIGNATURES

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.

		JDN REALTY CORPORATION
Date: October 31, 2002		By:		/s/ John D. Harris, Jr. John D. Harris, Jr. Senior Vice President, Chief Financial Officer, Secretary and Treasurer

JDN REALTY CORPORATION

By:		/S/ CRAIG MACNAB
		Craig Macnab, *Chief Executive Officer*

~~Exhibit Index~~ Date: November 14, 2002

Exhibit 2.1*		Agreement and Plan of Merger, dated as of October 4, 2002, by and among Developers Diversified Realty Corporation, JDN Realty Corporation and DDR Transitory Sub, Inc.
Exhibit 99.1*		Form of Voting Agreement by and among certain stockholders of Developers Diversified Realty Corporation and JDN Realty Corporation.
Exhibit 99.2*		Form of Voting Agreement by and among certain stockholders of JDN Realty Corporation and Developers Diversified Realty Corporation.
Exhibit 99.3*		Press Release, dated October 4, 2002.

* Previously filed on October 9, 2002, with JDN’s Current Report on Form 8-K dated October 4, 2002.

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